FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-00248
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THE ADAMS EXPRESS COMPANY
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(Exact name of registrant as specified in charter)

 

 

7 Saint Paul Street, Suite 1140, Baltimore, Maryland 21202
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(Address of principal executive offices)

 

 

Lawrence L. Hooper, Jr.
The Adams Express Company
7 Saint Paul Street, Suite 1140
Baltimore, Maryland 21202
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(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: (410) 752-5900
Date of fiscal year end: December 31, 2009
Date of reporting period: June 30, 2009

Item 1. Reports to Stockholders.

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LETTER TO STOCKHOLDERS

 

 

 

 

We submit herewith the financial statements of The Adams Express Company (the Company) for the six months ended June 30, 2009. Also provided are the report of the independent registered public accounting firm, a schedule of investments, and other financial information.

 

Net assets of the Company at June 30, 2009 were $10.10 per share on 86,182,914 shares outstanding, compared with $9.61 per share at December 31, 2008 on 87,406,443 shares outstanding. On March 1, 2009, a distribution of $0.05 per share was paid, consisting of $0.02 from 2008 investment income, $0.02 from 2008 long-term capital gain, and $0.01 from 2009 investment income, all taxable in 2009. A 2009 investment income dividend of $0.05 per share was paid June 1, 2009, and another $0.05 per share investment income dividend has been declared to shareholders of record August 14, 2009, payable September 1, 2009.

 

Net investment income for the six months ended June 30, 2009 amounted to $6,372,633, compared with $11,509,546 for the same six month period in 2008. These earnings are equal to $0.07 and $0.13 per share, respectively.

 

Net capital gain realized on investments for the six months ended June 30, 2009 amounted to $22,116,960, or $0.26 per share.

 

We are pleased to report that the Company continues to outperform its benchmarks on both the six month and twelve month periods.

 

For the six months ended June 30, 2009, the total return on the net asset value (with dividends and capital gains reinvested) of the Company’s shares was 6.5%. The total return on the market value of the Company’s shares for the period was 6.0%. These compare to a 3.2% total return for the Standard & Poor’s 500 Composite Stock Index (“S&P 500”) and a 4.8% total return for the Lipper Large-Cap Core Mutual Fund Average over the same time period.

 

 

For the twelve months ended June 30, 2009, the Company’s total return on net asset value was (20.6)% and on market value was (23.5)%. Comparable figures for the S&P 500 and the Lipper Large-Cap Core Mutual Fund Average were (26.2)% and (25.9)%, respectively.

 

 

 

As previously announced, effective July 1, 2009, Mr. Joseph M. Truta retired as President of the Company, concluding 40 years of service. In addition, Ms. Maureen A. Jones retired from the Company as Treasurer and Chief Financial Officer effective June 1, 2009 after 21 years of service. We thank them both for their many contributions over the years and wish them well in their retirement.

 

Mr. Brian S. Hook was elected to the position of Treasurer by the Board of Directors at its meeting on June 11, 2009. Mr. Douglas G. Ober was elected to the additional position of President of the Company by the Board of Directors at its meeting on July 9, 2009.

 

 

 

Current and potential stockholders can find information about the Company, including the daily net asset value (NAV) per share, the market price, and the discount/premium to the NAV, on our website at www.adamsexpress.com. Also available on the website are a history of the Company, historical financial information, and other useful content. Further information regarding stockholder services is located on page 15 of this report.

 

 

 

By order of the Board of Directors,

Douglas G. Ober,

Chairman, President and

Chief Executive Officer

 

July 9, 2009

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STATEMENT OF ASSETS AND LIABILITIES

 

 

 

June 30, 2009

 

Assets
Investments* at value:
Common stocks (cost $885,799,702)		$	783,717,593
Non-controlled affiliate, Petroleum & Resources Corporation (cost $34,735,404)			44,697,661
Short-term investments (cost $43,562,813)			43,562,813
Securities lending collateral (cost $117,062,061)			117,062,061		$	989,040,128
Cash						323,211
Dividends and interest receivable						618,995
Prepaid expenses and other assets						1,980,952
Total Assets						991,963,286
Liabilities
Open written option contracts at value (proceeds $418,687)						217,750
Obligations to return securities lending collateral						117,062,061
Accrued pension liabilities						3,433,639
Accrued expenses						424,761
Total Liabilities						121,138,211
Net Assets					$	870,825,075
Net Assets
Common Stock at par value $0.001 per share, authorized 150,000,000 shares; issued and outstanding 86,182,914 shares (includes 104,578 restricted shares, 15,000 nonvested or deferred restricted stock units, and 9,415 deferred stock units) (note 6)					$	86,183
Additional capital surplus						944,333,652
Accumulated other comprehensive income (note 5)						(5,431,690	)
Undistributed net investment income						1,169,635
Undistributed net realized gain on investments						22,586,210
Unrealized appreciation/(depreciation) on investments						(91,918,915	)
Net Assets Applicable to Common Stock					$	870,825,075
Net Asset Value Per Share of Common Stock						$10.10

 

* See Schedule of Investments on pages 9 and 10.

 

The accompanying notes are an integral part of the financial statements.

 

2

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STATEMENT OF OPERATIONS

 

 

 

Six Months Ended June 30, 2009

 

Investment Income
Income:
Dividends:
From unaffiliated issuers		$	8,950,994
From non-controlled affiliate			459,223
Interest and other income			411,909
Total income			9,822,126
Expenses:
Investment research			1,537,791
Administration and operations			890,556
Directors’ fees			181,285
Transfer agent, registrar, and custodian			172,900
Reports and stockholder communications			138,483
Investment data services			118,165
Travel, training, and other office expenses			96,794
Occupancy			88,765
Auditing and accounting services			69,827
Insurance			57,145
Legal services			22,396
Other			75,386
Total expenses			3,449,493
Net Investment Income			6,372,633
Change in Accumulated Other Comprehensive Income (note 5)			604,105
Realized Gain and Change in Unrealized Appreciation on Investments
Net realized gain on security transactions			21,163,981
Net realized gain distributed by regulated investment company (non-controlled affiliate)			109,339
Net realized gain on written option contracts			843,640
Change in unrealized appreciation on securities			19,948,089
Change in unrealized appreciation on written option contracts			114,820
Net Gain on Investments			42,179,869
Change in Net Assets Resulting from Operations		$	49,156,607

 

The accompanying notes are an integral part of the financial statements.

 

3

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STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

		Six Months Ended June 30, 2009				Year Ended December 31, 2008
From Operations:
Net investment income		$	6,372,633			$	21,085,039
Net realized gain on investments			22,116,960				32,965,241
Change in unrealized appreciation on investments			20,062,909				(522,436,794	)
Change in accumulated other comprehensive income (note 5)			604,105				(4,055,632	)
Change in net assets resulting from operations			49,156,607				(472,442,146	)
Distributions to Stockholders from:
Net investment income			(6,957,226	)			(22,378,500	)
Net realized gain from investment transactions			(1,765,441	)			(32,528,278	)
Decrease in net assets from distributions			(8,722,667	)			(54,906,778	)
From Capital Share Transactions:
Value of shares issued in payment of distributions (note 4)			5,676				17,225,925
Cost of shares purchased (note 4)			(9,747,857	)			(28,955,931	)
Deferred compensation (notes 4, 6)			121,173				611,546
Change in net assets from capital share transactions			(9,621,008	)			(11,118,460	)
Total Change in Net Assets			30,812,932				(538,467,384	)
Net Assets:
Beginning of period			840,012,143				1,378,479,527
End of period (including undistributed net investment income of $1,169,635 and $1,754,228, respectively)		$	870,825,075			$	840,012,143

 

The accompanying notes are an integral part of the financial statements.

 

NOTES TO FINANCIAL STATEMENTS

 

 

 

1. Significant Accounting Policies

 

The Adams Express Company (the Company) is registered under the Investment Company Act of 1940 as a diversified investment company. The Company is an internally-managed fund whose investment objectives are preservation of capital, the attainment of reasonable income from investments, and an opportunity for capital appreciation.

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by Company management and the evaluation of subsequent events through July 16, 2009, the issuance date of the financial statements. Management believes that estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Company ultimately realizes upon sale of the securities.

 

Affiliated Companies — Investments in companies 5% or more of whose outstanding voting securities are held by the Company are defined as “Affiliated Companies” in Section 2(a)(3) of the Investment Company Act of 1940.

 

Security Transactions and Investment Income — Investment transactions are accounted for on the trade date. Gain or loss on sales of securities and options is determined on the basis of identified cost. Dividend income and distributions to stockholders are recognized on the ex-dividend date, and interest income is recognized on the accrual basis.

 

Security Valuation — Investments in securities traded on a national security exchange are valued at the last reported sale price on the day of valuation. Over-the-counter and listed securities for which a sale price is not available are valued at the last quoted bid price. Short-term investments (excluding purchased options and money market funds) are valued at amortized cost which approximates fair value. Purchased and

 

4

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

written options are valued at the last quoted bid and asked price, respectively. Money market funds are valued at net asset value on the day of valuation.

 

In accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), fair value is defined as the price that the Company would receive upon selling an investment in an orderly transaction to an independent buyer. FAS 157 established a three-tier hierarchy to establish classification of fair value measurements, summarized as follows:

 

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Level 1 — fair value is determined based on market data obtained from independent sources; for example, quoted prices in active markets for identical investments,

•

Level 2 — fair value is determined using other assumptions obtained from independent sources; for example, quoted prices for similar investments,

•

Level 3 — fair value is determined using the Company’s own assumptions, developed based on the best information available in the circumstances.

 

The Company’s investments at June 30, 2009 were classified as follows:

 

		Common stocks			Mutual funds			Written options
Level 1		$	828,415,254		$	160,624,874		$	(217,750	)
Level 2			—			—			—
Level 3			—			—			—
Total		$	828,415,254		$	160,624,874		$	(217,750	)

 

2. Federal Income Taxes

 

The Company’s policy is to distribute all of its taxable income to its stockholders in compliance with the requirements of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. For federal income tax purposes, the identified cost of securities at June 30, 2009 was $1,080,649,645 and net unrealized depreciation aggregated $91,609,517, of which the related gross unrealized appreciation and depreciation were $129,053,440 and $220,662,957, respectively.

 

Distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Accordingly, annual reclassifications are made within the Company’s capital accounts to reflect income and gains available for distribution under income tax regulations. Any income tax-related interest or penalties would be classified as income tax expense.

 

3. Investment Transactions

 

The Company’s investment decisions are made by a committee of management, and recommendations to that committee are made by the research staff. Purchases and sales of portfolio securities, other than options and short-term investments, during the six months ended June 30, 2009 were $93,723,627 and $58,223,705, respectively.

 

The Company is subject to changes in the value of equity securities held (equity price risk) in the normal course of pursuing its investment objectives. The Company may purchase and write option contracts to increase or decrease its equity price risk exposure or may write option contracts to generate additional income. Option contracts generally entail risks associated with counterparty credit, illiquidity, and unfavorable equity price movements. The Company has mitigated counterparty credit and illiquidity risks by trading its options through an exchange. The risk of unfavorable equity price movements is limited for purchased options to the premium paid and for written options by writing only covered call or collateralized put option contracts, which require the Company to segregate certain securities or cash at its custodian when the option is written. A schedule of outstanding option contracts as of June 30, 2009 can be found on page 12.

 

When the Company writes (purchases) an option, an amount equal to the premium received (paid) by the Company is recorded as a liability (asset) and is subsequently marked to market daily in the Statement of Assets and Liabilities, with any related change recorded as an unrealized gain or loss in the Statement of Operations. Premiums received (paid) from unexercised options are treated as realized gains (losses) on the expiration date. Upon the exercise of written put (purchased call) option contracts, premiums received (paid) are deducted from (added to) the cost basis of the underlying securities purchased. Upon the exercise of written call (purchased put) option contracts, premiums received (paid) are added to (deducted from) the proceeds from the sale of underlying securities in determining whether there is a realized gain or loss.

 

Transactions in written covered call and collateralized put options during the six months ended June 30, 2009 were as follows:

 

		Covered Calls							Collateralized Puts
		Contracts			Premiums				Contracts			Premiums
Options outstanding, December 31, 2008		200			$	22,650			732			$	94,717
Options written		2,550				362,593			9,200				972,666
Options terminated in closing purchase transactions		(100	)			(13,225	)		(350	)			(49,125	)
Options expired		(900	)			(105,621	)		(6,682	)			(704,919	)
Options exercised		(250	)			(62,599	)		(850	)			(98,450	)
Options outstanding, June 30, 2009		1,500			$	203,798			2,050			$	214,889

 

4. Capital Stock

 

The Company has 10,000,000 authorized and unissued preferred shares, $0.001 par value.

 

On December 27, 2008, the Company issued 2,149,685 shares of its Common Stock at a price of $8.01 per share (the average market price on December 8, 2008) to stockholders of record on November 21, 2008 who elected to take stock in payment of the year-end distribution from 2008 capital gain and investment income. During 2008, 898 shares were issued at a weighted average price of $10.31 per share as dividend equivalents to holders of deferred stock units and restricted stock units under the 2005 Equity Incentive Compensation Plan.

 

During 2009, the Company has issued 757 shares of its Common Stock at a weighted average price of $7.47 per share as dividend equivalents to holders of deferred stock units and restricted stock units under the 2005 Equity Incentive Compensation Plan.

 

The Company may purchase shares of its Common Stock from time to time at such prices and amounts as the Board of Directors may deem advisable.

 

5

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

Transactions in Common Stock for 2009 and 2008 were as follows:

 

		Shares						Amount
		Six months ended June 30, 2009			Year ended December 31, 2008			Six months ended June 30, 2009				Year ended December 31, 2008
Shares issued in payment of distributions		757			2,150,583			$	5,676			$	17,225,925
Shares purchased (at a weighted average discount from net asset value of 15.6% and 14.8%, respectively)		(1,257,649	)		(2,457,547	)			(9,747,857	)			(28,955,931	)
Net activity under the 2005 Equity Incentive Compensation Plan		33,363			44,560				121,173				611,546
Net change		(1,223,529	)		(262,404	)		$	(9,621,008	)		$	11,118,460

 

5. Retirement Plans

 

The Company’s non-contributory qualified defined benefit pension plan (“qualified plan”) covers all employees with at least one year of service. In addition, the Company has a non-contributory nonqualified defined benefit plan which provides eligible employees with retirement benefits to supplement the qualified plan. Benefits are based on length of service and compensation during the last five years of employment, and effective July 9, 2009, will be frozen as of September 30, 2009.

 

The funded status of the plans is recognized as an asset (overfunded plan) or a liability (underfunded plan) in the Statement of Assets and Liabilities. Changes in the prior service costs and accumulated actuarial gains and losses are recognized as accumulated other comprehensive income, a component of net assets, in the year in which the changes occur.

 

The Company’s policy is to contribute annually to the plans those amounts that can be deducted for federal income tax purposes, plus additional amounts as the Company deems appropriate in order to provide assets sufficient to meet benefits to be paid to plan participants. During the six months ended June 30, 2009, the Company contributed $475,000 to the plans. The Company does not anticipate any additional significant contributions in 2009.

 

The following tables aggregate the components of the plans’ net periodic pension cost and changes in accumulated other comprehensive income:

 

		Six months ended June 30, 2009				Year ended December 31, 2008
Service cost		$	148,879			$	345,420
Interest cost			285,101				459,209
Expected return on plan assets			(228,855	)			(691,794	)
Prior service cost component			52,619				95,860
Net loss component			226,452				137,401
Net periodic pension cost		$	484,196			$	346,096

 

		Six months ended June 30, 2009			Year ended December 31, 2008
Net gain/(loss)		$	325,034		$	(4,199,863	)
Prior service cost			—			(89,030	)
Amortization of net loss			226,452			137,401
Amortization of prior service cost			52,619			95,860
Change in accumulated other comprehensive income		$	604,105		$	(4,055,632	)

 

The Company also sponsors a defined contribution plan that covers substantially all employees. For the six months ended June 30, 2009, the Company expensed contributions of $106,412. The Company does not provide postretirement medical benefits.

 

6. Equity-Based Compensation

 

Although the Stock Option Plan of 1985 (“1985 Plan”) has been discontinued and no further grants will be made under this plan, unexercised grants of stock options and stock appreciation rights granted in 2004 and prior years remain outstanding. The exercise price of the unexercised options and related stock appreciation rights is the fair market value on date of grant, reduced by the per share amount of capital gains paid by the Company during subsequent years. All options and related stock appreciation rights terminate ten years from date of grant, if not exercised.

 

A summary of option activity under the 1985 Plan as of June 30, 2009, and changes during the six month period then ended, is presented below:

 

		Options			Weighted- Average Exercise Price			Weighted- Average Remaining Life (Years)
Outstanding at December 31, 2008		122,396			$	11.05		2.80
Exercised		(18,222	)			7.31		—
Expired or cancelled		(23,073	)			11.77		—
Outstanding at June 30, 2009		81,101			$	11.66		2.40
Exercisable at June 30, 2009		64,868			$	11.33		2.58

 

The options outstanding as of June 30, 2009 are set forth below:

 

Exercise Price		Options Outstanding		Weighted Average Exercise Price			Weighted Average Remaining Life (Years)
$9.00-$10.74		53,237		$	9.82		3.09
$10.75-$12.49		—			—		—
$12.50-$14.24		—			—		—
$14.25-$16.00		27,864			15.17		1.06
Outstanding at June 30, 2009		81,101		$	11.66		2.40

 

Compensation cost resulting from stock options and stock appreciation rights granted under the 1985 Plan is based on the intrinsic value of the award, recognized over the award’s vesting period, and remeasured at each reporting date through the date of settlement. The total compensation cost/(credit) recognized for the six months ended June 30, 2009 was $0.

 

6

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 

 

 

The 2005 Equity Incentive Compensation Plan (“2005 Plan”), adopted at the 2005 Annual Meeting, permits the grant of stock options, restricted stock awards and other stock incentives to key employees and all non-employee directors. The 2005 Plan provides for the issuance of up to 3,413,131 shares of the Company’s Common Stock, including both performance and nonperformance-based restricted stock. Performance-based restricted stock awards vest at the end of a specified three year period, with the ultimate number of shares earned contingent on achievement of certain performance targets. If performance targets are not achieved, all or a portion of the performance-based awards are forfeited and become available for future grants. Nonperformance-based restricted stock awards vest ratably over a three year period and nonperformance-based restricted stock units (granted to non-employee directors) vest over a one year period. Payment of awards may be deferred if elected. It is the current intention that employee grants will be performance-based. The 2005 Plan provides for accelerated vesting in the event of death or retirement. Non-employee directors also may elect to defer a portion of their cash compensation, with such deferred amount to be paid by delivery of deferred stock units. Outstanding awards are granted at fair market value on grant date. The number of shares of Common Stock which remains available for future grants under the 2005 Plan at June 30, 2009 is 3,201,589 shares.

 

A summary of the status of the Company’s awards granted under the 2005 Plan as of June 30, 2009, and changes during the six month period then ended, is presented below:

 

Awards		Shares/ Units			Weighted Average Grant-Date Fair Value
Balance at December 31, 2008		129,694			$	13.15
Granted:
Restricted stock		48,595				8.21
Restricted stock units		6,750				7.26
Deferred stock units		1,147				7.76
Vested & issued		(50,637	)			12.50
Forfeited		(6,556	)			12.32
Balance at June 30, 2009 (includes 101,050 performance-based awards and 27,943 nonperformance-based awards)		128,993			$	11.13

 

Compensation costs resulting from awards granted under the 2005 Plan are based on the fair value of the award on grant date (determined by the average of the high and low price on grant date) and recognized on a straight-line basis over the requisite service period. For those awards with performance conditions, compensation costs are based on the most probable outcome and, if such goals are not met, compensation cost is not recognized and any previously recognized compensation cost is reversed. The total compensation costs for the period ended June 30, 2009 for restricted stock granted to employees were $215,711. The total compensation costs for the period ended June 30, 2009 for restricted stock units granted to non-employee directors were $30,285. As of June 30, 2009, there were total unrecognized compensation costs of $572,687, a component of additional capital surplus, related to nonvested equity-based compensation arrangements granted under the 2005 Plan. Those costs are expected to be recognized over a weighted average period of 1.84 years. The total fair value of shares and units vested during the six month period ended June 30, 2009 was $403,955.

 

7. Officer and Director Compensation

 

The aggregate remuneration paid during the six months ended June 30, 2009 to officers and directors amounted to $1,768,271, of which $185,765 was paid as fees and compensation to directors who were not officers. These amounts represent the taxable income to the Company’s officers and directors and therefore differ from the amounts reported in the accompanying Statement of Operations that are recorded and expensed in accordance with generally accepted accounting principles.

 

8. Portfolio Securities Loaned

 

The Company makes loans of securities to approved brokers to earn additional income. It receives as collateral cash deposits, U.S. Government securities, or bank letters of credit valued at 102% of the value of the securities on loan. The market value of the loaned securities is calculated based upon the most recent closing prices and any additional required collateral is delivered to the Company on the next business day. Cash deposits are placed in a registered money market fund. The Company accounts for securities lending transactions as secured financing and receives compensation in the form of fees or retains a portion of interest on the investment of any cash received as collateral. The Company also continues to receive interest or dividends on the securities loaned. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of the Company. At June 30, 2009, the Company had securities on loan of $113,340,351 and held cash collateral of $117,062,061. The Company is indemnified by the Custodian, serving as lending agent, for loss of loaned securities and has the right under the lending agreement to recover the securities from the borrower on demand.

 

 

 

 

This report, including the financial statements herein, is transmitted to the stockholders of The Adams Express Company for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Company or of any securities mentioned in the report. The rates of return will vary and the principal value of an investment will fluctuate. Shares, if sold, may be worth more or less than their original cost. Past performance is not indicative of future
investment results.

 

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FINANCIAL HIGHLIGHTS

 

 

 

 

*	In 2007, the Company received $5,100,000, or $0.06 per share, in a special cash dividend from Dean Foods Co., of which $2,295,000, or $0.03 per share, was considered a taxable dividend.

**	In 2004, the Company received $2,400,000, or $0.03 per share, in an extraordinary dividend from Microsoft Corp.

†	Ratios presented on an annualized basis.

 

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SCHEDULE OF INVESTMENTS

 

 

 

June 30, 2009

 

		Shares		Value (A)
Stocks — 95.1%
Consumer — 22.4%
Consumer Discretionary — 6.9%
Lowe’s Companies, Inc.		600,000		$	11,646,000
McDonald’s Corp.		250,000			14,372,500
Newell Rubbermaid Inc. (B)		400,000			4,164,000
Ryland Group Inc. (B)		343,500			5,757,060
Target Corp. (B)(F)		320,000			12,630,400
Walt Disney Co.		480,000			11,198,400
					59,768,360
Consumer Staples — 15.5%
Avon Products, Inc. (F)		435,000			11,214,300
Bunge Ltd. (B)(F)		160,000			9,640,000
Coca-Cola Co. (F)		300,000			14,397,000
CVS/Caremark Corp.		285,000			9,082,950
Dean Foods Co. (C)		425,000			8,155,750
Del Monte Foods Co.		1,300,000			12,194,000
Hansen Natural Corp. (B)(C)		260,000			8,013,200
PepsiCo, Inc. (G)		360,000			19,785,600
Procter & Gamble Co.		315,000			16,096,500
Safeway Inc. (B)		390,000			7,944,300
Unilever plc ADR		800,000			18,800,000
					135,323,600
Energy — 11.6%
Chevron Corp.		150,000			9,937,500
ConocoPhillips (F)		150,000			6,309,000
CONSOL Energy Inc.		200,000			6,792,000
Exxon Mobil Corp. (G)		215,000			15,030,650
Halliburton Co.		300,000			6,210,000
Petroleum & Resources Corporation (D)		2,186,774			44,697,661
Transocean Ltd. (C)		160,000			11,886,400
					100,863,211
Financials — 11.6%
Banking — 10.3%
Bank of America Corp.		1,095,000			14,454,000
Bank of New York Mellon Corp.		403,775			11,834,645
Capital One Financial Corp. (B)		280,000			6,126,400
Goldman Sachs Group, Inc. (F)		20,000			2,948,800
JPMorgan Chase & Co.		335,000			11,426,850
PNC Financial Services Group, Inc. (B)		250,000			9,702,500
State Street Corp. (F)		230,000			10,856,000
Visa Inc. (B)		190,000			11,829,400
Wells Fargo & Co.		425,000			10,310,500
					89,489,095

Insurance — 1.3%
Prudential Financial, Inc.		310,000			11,538,200
Health Care — 15.0%
Abbott Laboratories		320,000			15,052,800
Bristol-Myers Squibb Co.		345,000			7,006,950
Gilead Sciences Inc. (C)		200,000			9,368,000
Hospira Inc. (B)(C)(F)		300,000			11,556,000
Johnson & Johnson (B)		255,000			14,484,000
Medtronic, Inc.		350,000			12,211,500
Pfizer Inc. (B)		1,120,000			16,800,000
Senomyx, Inc. (C)		984,400			2,077,083
Teva Pharmaceutical Industries Ltd. ADR		370,000			18,255,800
UnitedHealth Group Inc. (F)		100,000			2,498,000
Wyeth Co.		325,000			14,751,750
Zimmer Holdings, Inc. (C)		150,000			6,390,000
					130,451,883
Industrials — 12.7%
Cintas Corp.		300,000			6,852,000
Curtiss-Wright Corp.		360,000			10,702,800
Emerson Electric Co.		300,000			9,720,000
General Electric Co.		1,488,000			17,439,360
Harsco Corp.		310,000			8,773,000
Illinois Tool Works Inc. (B)		250,000			9,335,000
Masco Corp. (B)		450,000			4,311,000
Oshkosh Corp. (B)		330,000			4,798,200
Spirit AeroSystems Holdings, Inc. (C)		720,000			9,892,800
Tata Motors Ltd. ADR		1,000,000			8,520,000
3M Co. (B)		80,000			4,808,000
United Technologies Corp.		300,000			15,588,000
					110,740,160
Information Technology — 14.7%
Communication Equipment — 0.9%
Corning Inc.		500,000			8,030,000
Computer Related — 9.9%
Automatic Data Processing Inc. (B)		300,000			10,632,000
Cisco Systems, Inc. (C)		850,000			15,844,000
Dell Inc. (C)		585,000			8,032,050
Microsoft Corp.		1,180,000			28,048,600
Oracle Corp.		1,100,000			23,562,000
					86,118,650
Electronics — 3.9%
Broadcom Corp. (B)(C)(F)		400,000			9,916,000
Intel Corp.		840,000			13,902,000
QUALCOMM Inc.		230,000			10,396,000
					34,214,000

 

9

---

SCHEDULE OF INVESTMENTS (CONTINUED)

 

 

 

June 30, 2009

 

		Shares		Value (A)
Materials — 1.4%
du Pont (E.I.) de Nemours and Co.		460,000		$	11,785,200
Telecom Services — 1.1%
AT&T Corp.		400,000			9,936,000
Utilities — 4.6%
MDU Resources Group, Inc.		562,500			10,670,625
Northeast Utilities		350,000			7,808,500
Northwest Natural Gas Co.		200,000			8,864,000
Spectra Energy Corp.		305,780			5,173,798
WGL Holdings, Inc.		238,600			7,639,972
					40,156,895
Total Stocks (Cost $920,535,106)					828,415,254
Short-Term Investments — 5.0%
Money Market Funds — 5.0%
Fidelity Institutional Money Market – Government Portfolio, 0.25% (E)		80,041			80,041
Fidelity Institutional Money Market – Treasury Only Portfolio, 0.13% (E)		2,703			2,703
Fidelity Institutional Money Market – Treasury Portfolio, 0.14% (E)		4,493			4,493

RBC U.S. Government Money Market (Institutional Class I), 0.29% (E)		19,509,257			19,509,257
Vanguard Federal Money Market, 0.26% (E)		3,954,755			3,954,755
Vanguard Admiral Treasury Money Market, 0.18% (E)		1,093			1,093
Western Asset Institutional Government Money Market (Class I), 0.31% (E)		20,010,471			20,010,471
					43,562,813
Total Short-Term Investments (Cost $43,562,813)					43,562,813
Total Securities Lending Collateral — 13.4% (Cost $117,062,061)
Money Market Funds —  13.4%
Invesco Aim Short-Term Investment Trust – Liquid Assets Portfolio (Institutional Class), 0.53% (E)					117,062,061
Total Investments — 113.5% (Cost $1,081,159,980)					989,040,128
Cash, receivables, prepaid expenses and other assets, less liabilities — (13.5)%					(118,215,053	)
Net Assets — 100%				$	870,825,075

 

 

Notes:

(A)	See note 1 to financial statements. Securities are listed on the New York Stock Exchange or the NASDAQ.

(B)	A portion of shares held are on loan. See note 8 to financial statements.

(C)	Presently non-dividend paying.

(D)	Non-controlled affiliate, a closed-end sector fund, registered as an investment company under the Investment Company Act of 1940.

(E)	Rate presented is as of period-end and represents the annualized yield earned over the previous seven days.

(F)	All or a portion of this security is pledged to cover open written call option contracts. Aggregate market value of such pledged securities is $8,125,700.

(G)	All or a portion of this security is pledged to collateralize open written put option contracts with an aggregate value to deliver upon exercise of $5,877,500.

 

10

---

PORTFOLIO SUMMARY

 

 

 

June 30, 2009

(unaudited)

 

 

Ten Largest Portfolio Holdings

 

		Market Value			% of Net Assets
Petroleum & Resources Corporation*		$	44,697,661		5.1	%
Microsoft Corp.			28,048,600		3.2
Oracle Corp.			23,562,000		2.7
PepsiCo, Inc.			19,785,600		2.3
Unilever plc ADR			18,800,000		2.2
Teva Pharmaceutical Industries Ltd. ADR			18,255,800		2.1
General Electric Co.			17,439,360		2.0
Pfizer Inc.			16,800,000		1.9
Procter & Gamble Co.			16,096,500		1.9
Cisco Systems, Inc.			15,844,000		1.8
		$	219,329,521		25.2	%

*Non-controlled affiliate

 

 

Sector Weightings

 

 

11

---

SCHEDULE OF OUTSTANDING OPTION CONTRACTS

 

 

 

June 30, 2009

 

Contracts (100 shares each)		Security		Strike Price		Contract Expiration Date				Value
COVERED CALLS
100		Avon Products, Inc.		$    30		Oct		09		$	5,500
200		Broadcom Corp.		30		Aug		09			8,000
100		Bunge Ltd.		70		Jul		09			1,500
150		Bunge Ltd.		85		Jul		09			750
100		Coca-Cola Co.		50		Jul		09			2,000
100		ConocoPhillips		45		Aug		09			9,000
200		Goldman Sachs Group, Inc.		150		Jul		09			75,000
150		Hospira Inc.		40		Aug		09			22,500
100		State Street Corp.		55		Aug		09			10,000
150		Target Corp.		47.50		Jul		09			300
150		UnitedHealth Group lnc.		30		Jul		09			750
1,500											135,300
COLLATERALIZED PUTS
150		Bunge Ltd.		35		Jul		09			750
250		Capital One Financial Corp.		17.50		Jul		09			3,750
250		Capital One Financial Corp.		20		Jul		09			12,500
100		Capital One Financial Corp.		16		Sep		09			8,000
250		Gilead Sciences Inc.		39		Jul		09			2,500
100		Hansen Natural Corp.		27		Aug		09			8,500
150		Hansen Natural Corp.		25		Sep		09			12,000
150		Medtronic, Inc.		30		Jul		09			1,500
100		Medtronic, Inc.		29		Aug		09			3,500
100		PNC Financial Services Group, Inc.		31		Aug		09			8,000
100		PNC Financial Services Group, Inc.		32.50		Aug		09			10,500
100		Procter & Gamble Co.		40		Jul		09			500
100		Prudential Financial, Inc.		35		Jul		09			10,000
150		QUALCOMM Inc.		34		Jul		09			450
2,050											82,450
										$	217,750

 

 

 

Common Stock

Listed on the New York Stock Exchange

 

The Adams Express Company

Seven St. Paul Street, Suite 1140, Baltimore, MD 21202

(410) 752-5900 or (800) 638-2479

Website: www.adamsexpress.com

E-mail: contact@adamsexpress.com

Counsel: Chadbourne & Parke LLP

Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP

Transfer Agent & Registrar: American Stock Transfer & Trust Co.

Custodian of Securities: Brown Brothers Harriman & Co.

 

 

12

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CHANGES IN PORTFOLIO SECURITIES

 

 

 

During the Three Months Ended June 30, 2009

(unaudited)

 

 

		Shares
		Additions		Reductions		Held June 30, 2009
Bank of America Corp.		210,000				1,095,000
Capital One Financial Corp.		280,000				280,000
Dean Foods Co.		85,000				425,000
Gilead Sciences Inc.		200,000				200,000
JPMorgan Chase & Co.		210,000				335,000
Medtronic, Inc.		40,000				350,000
PNC Financial Services Group, Inc.		50,000				250,000
QUALCOMM Inc.		230,000				230,000
UnitedHealth Group Inc.		100,000				100,000
WGL Holdings, Inc.		125,000				238,600
Atmos Energy				123,400		—
Goldman Sachs Group, Inc.				40,000		20,000
Hansen Natural Corp.				115,000		260,000
Schlumberger Ltd.				105,000		—
3M Co.				80,000		80,000

 

HISTORICAL FINANCIAL STATISTICS

 

 

 

 

(unaudited)

 

Dec. 31		Value Of Net Assets			Shares Outstanding*		Net Asset Value Per Share*			Market Value Per Share*			Dividends From Investment Income Per Share*				Distributions From Net Realized Gains Per Share*				Total Dividends and Distributions Per Share*				Annual Rate of Distribution**
1999		$	2,170,801,875		80,842,241		$	26.85		$	22.38		$	.26			$	1.37			$	1.63			8.53	%
2000			1,951,562,978		82,292,262			23.72			21.00			.22				1.63				1.85			7.76
2001			1,368,366,316		85,233,262			16.05			14.22			.26				1.39				1.65			9.44
2002			1,024,810,092		84,536,250			12.12			10.57			.19				.57				.76			6.14
2003			1,218,862,456		84,886,412			14.36			12.41			.17				.61				.78			6.80
2004			1,295,548,900		86,135,292			15.04			13.12			.24				.66				.90			7.05
2005			1,266,728,652		86,099,607			14.71			12.55			.22				.64				.86			6.65
2006			1,377,418,310		86,838,223			15.86			13.87			.23				.67				.90			6.80
2007			1,378,479,527		87,668,847			15.72			14.12			.32				.71				1.03			7.15
2008			840,012,143		87,406,443			9.61			8.03			.26				.38				.64			5.61
June 30, 2009			870,825,075		86,182,914			10.10			8.40			.13	†			.02	†			.15	†		—

 

*	Adjusted to reflect the 3-for-2 stock split effected in October 2000.

**	The annual rate of distribution is the total dividends and capital gain distributions during the year divided by the average daily market price of the Company’s Common Stock.

†	Paid or declared.

 

13

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

 

To the Board of Directors and Stockholders of The Adams Express Company:

 

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Adams Express Company (the “Company”) at June 30, 2009, the results of its operations, the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

Baltimore, Maryland

July 16, 2009

 

OTHER INFORMATION

 

 

 

Statement on Quarterly Filing of Complete Portfolio Schedule

In addition to publishing its complete schedule of portfolio holdings in the First and Third Quarter Reports to stockholders, the Company files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Company’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Company’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Company also posts its Forms N-Q on its website at www.adamsexpress.com under the heading “Financial Reports” and then “All Other SEC Filings”.

 

Proxy Voting Policies and Record

A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information as to how the Company voted proxies relating to portfolio securities during the 12 month period ended June 30, 2009 are available (i) without charge, upon request, by calling the Company’s toll free number at (800) 638-2479; (ii) on the Company’s website by clicking on “Corporate Information” heading on the website; and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

 

Privacy Policy

 

In order to conduct its business, the Company, through its transfer agent, currently American Stock Transfer & Trust Company, collects and maintains certain nonpublic personal information about our stockholders of record with respect to their transactions in shares of our securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose shares of our securities are held in “street name” by a financial institution such as a bank or broker.

 

We do not disclose any nonpublic personal information about you, our other stockholders or our former stockholders to third parties unless necessary to process a transaction, service an account or as otherwise permitted by law.

 

To protect your personal information internally, we restrict access to nonpublic personal information about our stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.

 

14

---

STOCKHOLDER INFORMATION AND SERVICES

 

 

 

 

DIVIDEND PAYMENT SCHEDULE

 

The Company presently pays dividends four times a year, as follows: (a) three interim distributions on or about March 1, June 1, and September 1, and (b) a “year-end” distribution, payable in late December, consisting of the estimated balance of the net investment income for the year and the net realized capital gain earned through October 31. Stockholders may elect to receive the year-end distribution in stock or cash. In connection with this distribution, all stockholders of record are sent a dividend announcement notice and an election card in mid-November.

 

Stockholders holding shares in “street” or brokerage accounts may make their election by notifying their brokerage house representative.

 

INVESTORS CHOICE

 

INVESTORS CHOICE is a direct stock purchase and sale plan, as well as a dividend reinvestment plan, sponsored and administered by our transfer agent, American Stock Transfer & Trust Company (AST). The Plan provides registered stockholders and interested first time investors an affordable alternative for buying, selling, and reinvesting in Adams Express shares.

 

The costs to participants in administrative service fees and brokerage commissions for each type of transaction are listed below.

 

Initial Enrollment and Optional Cash Investments
Service Fee		$2.50 per investment
Brokerage Commission		$0.05 per share
Reinvestment of Dividends*
Service Fee		2% of amount invested
(maximum of $2.50 per investment)
Brokerage Commission		$0.05 per share
Sale of Shares
Service Fee		$10.00
Brokerage Commission		$0.05 per share
Deposit of Certificates for safekeeping $7.50
Book to Book Transfers		Included

To transfer shares to another participant or to a new participant

 

Fees are subject to change at any time.

 

Minimum and Maximum Cash Investments

Initial minimum investment (non-holders)		$500.00
Minimum optional investment (existing holders)		$50.00
Electronic Funds Transfer (monthly minimum)		$50.00
Maximum per transaction		$25,000.00
Maximum per year		NONE

 

A brochure which further details the benefits and features of INVESTORS CHOICE as well as an enrollment form may be obtained by contacting AST.

 

For Non-Registered Stockholders

 

For stockholders whose stock is held by a broker in “street” name, the AST INVESTORS CHOICE Direct Stock Purchase and Sale Plan remains available through many registered investment security dealers. If your shares are currently held in a “street” name or brokerage account, please contact your broker for details about how you can participate in AST’s Plan or contact AST.

 

 

 

The Company

The Adams Express Company

Lawrence L. Hooper, Jr.

Vice President, General Counsel and Secretary

Seven St. Paul Street, Suite 1140, Baltimore, MD 21202

(800) 638-2479

Website: www.adamsexpress.com

E-mail: contact@adamsexpress.com

 

The Transfer Agent

American Stock Transfer & Trust Company

Address Stockholder Inquiries to:

Stockholder Relations Department

59 Maiden Lane

New York, NY 10038

(877) 260-8188

Website: www.amstock.com

E-mail: info@amstock.com

 

Investors Choice Mailing Address:

Attention: Dividend Reinvestment

P.O. Box 922

Wall Street Station

New York, NY 10269-0560

Website: www.amstock.com

E-mail: info@amstock.com

 

*The year-end dividend and capital gain distribution will usually be made in newly issued shares of common stock. There are no fees or commissions in connection with this dividend and capital gain distribution when made in newly issued shares.

 

15

 

THE ADAMS EXPRESS COMPANY

 

 

Board of Directors

 

Enrique R. Arzac 2,4		Roger W. Gale 1,4,5
Phyllis O. Bonanno 2,4		Thomas H. Lenagh 2,3
Kenneth J. Dale 3,4		Kathleen T. McGahran 1,3,5
Daniel E. Emerson 1,3,5		Douglas G. Ober 1
Frederic A. Escherich 2,3		Craig R. Smith 1,4,5

1.	Member of Executive Committee

2.	Member of Audit Committee

3.	Member of Compensation Committee

4.	Member of Retirement Benefits Committee

5.	Member of Nominating and Governance Committee

 

Officers

 

Douglas G. Ober		Chairman and Chief Executive Officer
Joseph M. Truta		President
David D. Weaver		Executive Vice President
Lawrence L. Hooper, Jr.		Vice President, General Counsel and Secretary
David R. Schiminger		Vice President—Research
D. Cotton Swindell		Vice President—Research
Brian S. Hook		Treasurer
Christine M. Sloan		Assistant Treasurer
Geraldine H. Paré		Assistant Secretary

 

 

Stock Data

 

 

Market Price (6/30/09)		$8.40
Net Asset Value (6/30/09)		$10.10
Discount:		16.8%

 

New York Stock Exchange ticker symbol: ADX

NASDAQ Mutual Fund Quotation Symbol: XADEX

Newspaper stock listings are generally under the abbreviation: AdaEx

 

 

Distributions in 2009

 

 

From Investment Income (paid or declared)		$	0.13
From Net Realized Gains			0.02
Total		$	0.15

 

 

2009 Dividend Payment Dates

 

 

March 1, 2009

June 1, 2009

September 1, 2009

December 28, 2009*

 

*Anticipated

ITEM 2. Code of Ethics.

Item not applicable to semi-annual report.

 

ITEM 3. Audit Committee Financial Expert.

Item not applicable to semi-annual report.

 

ITEM 4. Principal Accountant Fees and Services.

Item not applicable to semi-annual report.

 

ITEM 5. Audit Committee of Listed Registrants.

Item not applicable to semi-annual report.

 

ITEM 6. Investments.

(a) This schedule is included as part of the report to stockholders filed under Item 1 of this form.

(b) Not applicable.

 

ITEM 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Item not applicable to semi-annual report.

 

ITEM 8. Portfolio Managers of Closed-End Management Investment Companies.

Item not applicable to semi-annual report.

 

ITEM 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

		Total Number of Shares (or Units Purchased)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
		---------------------		---------------------		---------------------		---------------------
January 2009		206,800		$7.64		206,800		3,817,424
February 2009		81,100		$6.87		81,100		3,736,324
March 2009		388,775		$7.08		388,775		3,347,549
April 2009		88,500		$8.05		88,500		3,259,049
May 2009		268,826		$8.35		268,826		2,990,223
June 2009		223,648		$8.49		223,648		2,766,575	(2)
		---------------------		---------------------		---------------------
Total		1,257,649	(1)	$7.75		1,257,649	(2)

 

(1) There were no shares purchased other than through a publicly announced plan or program.

(2.a) The Plan was announced on December 11, 2008.

(2.b) The share amount approved in 2008 was 5% of outstanding shares, or 4,275,332 shares, of which 251,108 shares were purchased in December 2008.

(2.c) Unless reapproved, the Plan will expire on or about December 11, 2009.

(2.d) None.

(2.e) None.

 

ITEM 10. Submissions of Matters to a Vote of Security Holders.

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors made or implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

ITEM 11. Controls and Procedures.

(a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing date of this report.

(b) There have been no significant changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. Exhibits.

(a)

(1) Not applicable. See registrant's response to Item 2 above.

(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940, are attached.

(3) Written solicitation to purchases securities: not applicable.

(b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

 

SIGNATURES
	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
The Adams Express Company
By:	/s/ Douglas G. Ober
	Douglas G. Ober
	Chairman, President, and Chief Executive Officer
	(Principal Executive Officer)
Date:	July 16, 2009
	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By:	/s/ Douglas G. Ober
	Douglas G. Ober
	Chairman, President, and Chief Executive Officer
	(Principal Executive Officer)
Date:	July 16, 2009
By:	/s/ Brian S. Hook
	Brian S. Hook
	Treasurer
	(Principal Financial Officer)
Date:	July 16, 2009