UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number | 811- 5719 |
| |
| Dreyfus Stock Index Fund, Inc. | |
| (Exact name of Registrant as specified in charter) | |
| | |
| c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166 | |
| (Address of principal executive offices) (Zip code) | |
| | |
| Janette E. Farragher, Esq. 200 Park Avenue New York, New York 10166 | |
| (Name and address of agent for service) | |
|
Registrant's telephone number, including area code: | (212) 922-6000 |
| |
Date of fiscal year end: | 12/31 | |
Date of reporting period: | 12/31/12 | |
| | | | | | |
FORM N-CSR
Item 1. Reports to Stockholders.
Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes.
The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.
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| Contents |
| THE FUND |
2 | A Letter from the President |
3 | Discussion of Fund Performance |
6 | Fund Performance |
8 | UnderstandingYour Fund’s Expenses |
8 | ComparingYour Fund’s Expenses With Those of Other Funds |
9 | Statement of Investments |
26 | Statement of Financial Futures |
27 | Statement of Assets and Liabilities |
28 | Statement of Operations |
29 | Statement of Changes in Net Assets |
31 | Financial Highlights |
33 | Notes to Financial Statements |
45 | Report of Independent Registered Public Accounting Firm |
46 | Important Tax Information |
47 | Proxy Results |
48 | Board Members Information |
50 | Officers of the Fund |
| FOR MORE INFORMATION |
| Back Cover |
Dreyfus
Stock Index Fund, Inc.
The Fund
A LETTER FROM THE PRESIDENT
Dear Shareholder:
We are pleased to present this annual report for Dreyfus Stock Index Fund, Inc., covering the 12-month period from January 1, 2012, through December 31, 2012. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.
In retrospect, 2012 was notable for the global equity markets’ resilience in the face of some tough macroeconomic challenges. Worries regarding sluggish employment growth, weak housing markets and Congressional gridlock weighed on investor sentiment in the United States at times during the year, yet U.S. stocks posted respectable gains, on average.An ongoing debt crisis led to recessionary conditions in Europe, particularly for some of the continent’s more peripheral nations, but aggressive actions from monetary policymakers helped some European stock markets produce double-digit returns.While China’s economy slowed in response to inflation-fighting measures, officials there appeared to have engineered a “soft landing,” and Chinese stocks generally ended the year with positive absolute returns.
We currently expect the U.S. and global economies to be modestly stronger in 2013, especially during the second half of the year.The global economy seems likely to benefit from Europe’s ongoing efforts to support its banking system and common currency, and by China’s moves toward more stimulative fiscal policies under new government leadership. In the United States, greater certainty regarding U.S. tax and fiscal policies, the resumption of postponed spending by businesses, and a continued housing recovery could support modestly higher rates of economic growth.We encourage you to discuss the implications of our economic analysis with your financial advisor, who can help you align your investments with the year’s challenges and opportunities.
Thank you for your continued confidence and support.
Sincerely,
![](https://capedge.com/proxy/N-CSR/0000846800-13-000001/sincsr-0763022013x4x1.jpg)
J. Charles Cardona
President
The Dreyfus Corporation
January 15, 2013
2
DISCUSSION OF FUND PERFORMANCE
For the period of January 1, 2012, through December 31, 2012, as provided by Thomas J. Durante, CFA, Karen Q.Wong, CFA, and Richard A. Brown, CFA, Portfolio Managers
Fund and Market Performance Overview
For the 12-month period ended December 31, 2012, Dreyfus Stock Index Fund’s Initial shares produced a total return of 15.74%, and its Service shares produced a total return of 15.47%.1 In comparison, the fund’s benchmark, the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index”), produced a total return of 15.99% for the same period.2,3
Despite ongoing concerns regarding a variety of domestic and international macroeconomic developments, U.S. stocks generally gained ground when improving domestic economic fundamentals—including stronger employment trends and a recovering housing market—helped bolster investor sentiment. Stock prices generally advanced as investors turned away from traditional safe havens and toward riskier assets. The difference in return between the fund and the S&P 500 Index was primarily the result of transaction costs and operating expenses that are not reflected in the S&P 500 Index’s results.
The Fund’s Investment Approach
The fund seeks to match the total return of the S&P 500 Index by generally investing in all 500 stocks in the S&P 500 Index in proportion to their respective weighting. Often considered a proxy for the stock market in general, the S&P 500 Index is made up of 500 common stocks chosen to reflect the industries of the U.S. economy. Each stock is weighted by its market capitalization; that is, larger companies have greater representation in the S&P 500 Index than smaller ones.The fund also may use stock index futures as a substitute for the sale or purchase of securities.
Improving Macroeconomic Conditions Fueled Market Gains
A variety of positive domestic and international developments drove stocks higher during the first quarter of 2012. These included strong corporate earnings reports, domestic employment gains, a quantitative easing program in Europe that forestalled a
The Fund 3
DISCUSSION OF FUND PERFORMANCE (continued)
more severe banking crisis in the region, and less restrictive monetary and fiscal policies in China and, later, in Japan. However, investor sentiment turned more cautious during the spring, when the U.S. labor market’s rebound slowed and measures designed to relieve fiscal pressures in Europe encountered political resistance in some countries.
Stocks rebounded over the summer, reaching new highs for the year by September amid more encouraging economic news, including sharp declines in the unemployment rate and the start of a long-awaited recovery in U.S. housing markets. Stocks lost ground again in November as concerns mounted over automatic tax hikes and spending cuts scheduled for the start of 2013. Nevertheless, continued corporate earnings strength and improving economic fundamentals in many parts of the world enabled stocks to resume their rally as 2012 came to a close.As a result, the S&P 500 Index ended the year with double-digit gains.
Financial Stocks Rebounded Strongly
The S&P 500 Index’s advance in 2012 was led by the financials sector, which staged a rebound after several years of weakness in the wake of the 2008 U.S. financial crisis. Major U.S. banking institutions reported better financial results as lending volumes improved, legal issues were resolved, and regulatory pressures waned. Commercial banks benefited from increased mortgage lending as housing markets recovered. Insurance companies also fared relatively well, largely due to better results from their fixed-income investments and a relative scarcity of U.S. natural disasters in 2012. Even Superstorm Sandy had relatively little impact on insurers’ earnings.
Information technology stocks produced above-average results on the strength of secular trends toward cloud and mobile computing, which benefited makers of tablet computers and smartphones as well as software developers. Meanwhile, Internet retailers encountered higher sales volumes as more consumers shopped online. In the consumer discretionary sector, media companies saw higher advertising revenues in an election year, and home improvement retailers benefited from greater consumer confidence and the recovering housing market. Apparel retailers advanced when personal incomes and consumer spending improved.
Laggards in 2012 included the utilities sector, which eked out only modestly positive absolute returns, on average, due to rich valuations and the impact of tax policy uncertainty on higher yielding stocks. In the materials sector, metals-and-mining
4
companies suffered when an economic slowdown in China dampened industrial demand and sent commodity prices lower. An oversupply of domestic natural gas weighed on results from the energy sector, hurting earnings of drillers and exploration-and-production companies.
Macroeconomic Headwinds Remain
Although we have been encouraged recently by positive U.S. and global economic developments, we believe that heightened stock market volatility is likely to persist in the face of ongoing global challenges, including the European debt crisis, slower growth in the emerging markets, and a subpar economic recovery in the United States.We have continued to monitor the fund’s investments in light of current market conditions. In our experience, the fund’s broadly diversified portfolio may help limit the impact on the overall portfolio of unexpected losses in individual sectors or holdings.
January 15, 2013
|
Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among |
other factors, to varying degrees, all of which are more fully described in the fund’s prospectus. |
The fund is only available as a funding vehicle under variable life insurance policies or variable annuity contracts |
issued by insurance companies. Individuals may not purchase shares of the fund directly.A variable annuity is an |
insurance contract issued by an insurance company that enables investors to accumulate assets on a tax-deferred basis |
for retirement or other long-term goals.The investment objective and policies of Dreyfus Stock Index Fund made |
available through insurance products may be similar to other funds managed by Dreyfus. However, the investment |
results of the fund may be higher or lower than, and may not be comparable to, those of any other Dreyfus fund. |
1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future |
results. Share price and investment return fluctuate such that upon redemption fund shares may be worth more or less |
than their original cost.The fund’s performance does not reflect the deduction of additional charges and expenses |
imposed in connection with investing in variable insurance contracts, which will reduce returns. |
2 SOURCE: LIPPER INC. — Reflects reinvestment of dividends daily and, where applicable, capital gain |
distributions.The Standard & Poor’s 500 Composite Stock Price Index is a widely accepted, unmanaged index of |
U.S. stock market performance. Investors cannot invest directly in any index. |
3 “Standard & Poor’s®,” “S&P®,” “Standard & Poor’s 500™” and “S&P 500®” are trademarks of Standard |
& Poor’s Financial Services LLC (“Standard & Poor’s”) and have been licensed for use by the fund.The fund is |
not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s does not make any |
representation regarding the advisability of investing in the fund. |
The Fund 5
FUND PERFORMANCE
![](https://capedge.com/proxy/N-CSR/0000846800-13-000001/sincsr-0763022013x8x1.jpg)
| | | | | | |
Average Annual Total Returns as of 12/31/12 | | | | | | |
| 1 | Year | 5 Years | | 10 Years | |
Initial shares | 15.74 | % | 1.47 | % | 6.87 | % |
Service shares | 15.47 | % | 1.21 | % | 6.60 | % |
Standard & Poor’s 500 | | | | | | |
Composite Stock Price Index | 15.99 | % | 1.66 | % | 7.10 | % |
† Source: Lipper Inc.
Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The fund’s performance does not reflect the deduction of additional charges and expenses imposed in connection with investing in variable insurance contracts which will reduce returns.
The above graph compares a $10,000 investment made in Initial and Service shares of Dreyfus Stock Index Fund, Inc. on 12/31/02 to a $10,000 investment made in the Standard & Poor’s 500 Composite Stock Price Index (the “Index”) on that date.
6
The fund’s Initial shares are not subject to a Rule 12b-1 fee.The fund’s Service shares are subject to a 0.25% annual Rule 12b-1 fee.All dividends and capital gain distributions are reinvested.
The fund’s performance shown in the line graph above takes into account all applicable fund fees and expenses for Initial and Service shares (after any expense reimbursements).The Index is a widely accepted, unmanaged index of U.S. stock market performance. Unlike a mutual fund, the Index is not subject to charges, fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.
The Fund 7
UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)
As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads), redemption fees and expenses associated with variable annuity or insurance contracts, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.
Review your fund’s expenses
The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Stock Index Fund, Inc. from July 1, 2012 to December 31, 2012. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.
Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended December 31, 2012
| | | | |
| | Initial Shares | | Service Shares |
Expenses paid per $1,000† | $ | 1.50 | $ | 2.74 |
Ending value (after expenses) | $ | 1,058.30 | $ | 1,056.90 |
COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)
Using the SEC’s method to compare expenses
The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended December 31, 2012
| | | | |
| | Initial Shares | | Service Shares |
Expenses paid per $1,000† | $ | 1.48 | $ | 2.69 |
Ending value (after expenses) | $ | 1,023.68 | $ | 1,022.47 |
|
† Expenses are equal to the fund’s annualized expense ratio of .29% for Initial Shares and .53% for Service Shares, |
multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
8
STATEMENT OF INVESTMENTS
December 31, 2012
| | | | |
Common Stocks—98.6% | Shares | | | Value ($) |
Automobiles & Components—.8% | | | | |
BorgWarner | 15,012 | a | | 1,075,159 |
Delphi Automotive | 39,101 | a | | 1,495,613 |
Ford Motor | 507,096 | | | 6,566,893 |
Goodyear Tire & Rubber | 30,040 | a | | 414,852 |
Harley-Davidson | 30,163 | | | 1,473,161 |
Johnson Controls | 90,571 | | | 2,780,530 |
| | | | 13,806,208 |
Banks—2.8% | | | | |
BB&T | 94,045 | | | 2,737,650 |
Comerica | 25,392 | | | 770,393 |
Fifth Third Bancorp | 121,307 | | | 1,842,653 |
First Horizon National | 34,481 | | | 341,707 |
Hudson City Bancorp | 64,738 | | | 526,320 |
Huntington Bancshares | 111,419 | | | 711,967 |
KeyCorp | 123,613 | | | 1,040,821 |
M&T Bank | 16,053 | b | | 1,580,739 |
People’s United Financial | 44,393 | | | 536,711 |
PNC Financial Services Group | 70,295 | | | 4,098,901 |
Regions Financial | 190,572 | | | 1,356,873 |
SunTrust Banks | 71,489 | | | 2,026,713 |
U.S. Bancorp | 252,219 | | | 8,055,875 |
Wells Fargo & Co. | 654,697 | | | 22,377,543 |
Zions Bancorporation | 25,036 | | | 535,770 |
| | | | 48,540,636 |
Capital Goods—7.7% | | | | |
3M | 84,631 | | | 7,857,988 |
Boeing | 89,998 | | | 6,782,249 |
Caterpillar | 86,927 | | | 7,786,921 |
Cummins | 23,445 | | | 2,540,266 |
Danaher | 78,174 | | | 4,369,927 |
Deere & Co. | 52,433 | | | 4,531,260 |
Dover | 24,214 | | | 1,591,102 |
Eaton | 61,495 | | | 3,333,054 |
Emerson Electric | 96,655 | | | 5,118,849 |
Fastenal | 36,682 | | | 1,712,683 |
Flowserve | 6,742 | | | 989,726 |
TheFund 9
STATEMENT OF INVESTMENTS (continued)
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Capital Goods (continued) | | | |
Fluor | 22,639 | | 1,329,815 |
General Dynamics | 43,956 | | 3,044,832 |
General Electric | 1,402,494 | | 29,438,349 |
Honeywell International | 104,621 | | 6,640,295 |
Illinois Tool Works | 58,082 | | 3,531,966 |
Ingersoll-Rand | 37,800 | | 1,812,888 |
Jacobs Engineering Group | 17,975 | a | 765,196 |
Joy Global | 14,661 | | 935,079 |
L-3 Communications Holdings | 13,187 | | 1,010,388 |
Lockheed Martin | 35,978 | | 3,320,410 |
Masco | 47,940 | | 798,680 |
Northrop Grumman | 32,964 | | 2,227,707 |
PACCAR | 46,729 | | 2,112,618 |
Pall | 15,361 | | 925,654 |
Parker Hannifin | 20,267 | | 1,723,911 |
Pentair | 27,422 | | 1,347,791 |
Precision Castparts | 19,286 | | 3,653,154 |
Quanta Services | 28,332 | a | 773,180 |
Raytheon | 44,480 | | 2,560,269 |
Rockwell Automation | 19,101 | | 1,604,293 |
Rockwell Collins | 18,503 | b | 1,076,320 |
Roper Industries | 12,840 | | 1,431,403 |
Snap-on | 7,385 | | 583,341 |
Stanley Black & Decker | 22,391 | | 1,656,262 |
Textron | 36,395 | | 902,232 |
United Technologies | 112,762 | | 9,247,612 |
W.W. Grainger | 7,993 | | 1,617,543 |
Xylem | 25,459 | | 689,939 |
| | | 133,375,152 |
Commercial & Professional Services—.7% | | | |
ADT | 31,150 | | 1,448,163 |
Avery Dennison | 13,279 | | 463,703 |
Cintas | 14,764 | | 603,848 |
Dun & Bradstreet | 5,788 | b | 455,226 |
Equifax | 15,447 | | 835,992 |
Iron Mountain | 22,420 | | 696,141 |
10
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Commercial & Professional Services (continued) | | | | |
Pitney Bowes | 27,570 | b | | 293,345 |
Republic Services | 39,695 | | | 1,164,254 |
Robert Half International | 18,973 | | | 603,721 |
Stericycle | 11,032 | a | | 1,028,955 |
Tyco International | 62,300 | | | 1,822,275 |
Waste Management | 57,560 | | | 1,942,074 |
| | | | 11,357,697 |
Consumer Durables & Apparel—1.1% | | | | |
Coach | 38,340 | | | 2,128,253 |
D.R. Horton | 35,504 | | | 702,269 |
Fossil | 7,038 | a | | 655,238 |
Garmin | 14,662 | b | | 598,503 |
Harman International Industries | 8,150 | | | 363,816 |
Hasbro | 16,061 | b | | 576,590 |
Leggett & Platt | 19,083 | | | 519,439 |
Lennar, Cl. A | 22,486 | b | | 869,534 |
Mattel | 46,381 | | | 1,698,472 |
Newell Rubbermaid | 37,233 | | | 829,179 |
NIKE, Cl. B | 97,690 | | | 5,040,804 |
PulteGroup | 44,106 | a | | 800,965 |
Ralph Lauren | 8,310 | | | 1,245,835 |
VF | 11,948 | | | 1,803,790 |
Whirlpool | 10,526 | | | 1,071,021 |
| | | | 18,903,708 |
Consumer Services—1.8% | | | | |
Apollo Group, Cl. A | 14,827 | a | | 310,181 |
Carnival | 59,162 | | | 2,175,387 |
Chipotle Mexican Grill | 4,198 | a | | 1,248,737 |
Darden Restaurants | 16,603 | | | 748,297 |
H&R Block | 37,117 | | | 689,263 |
International Game Technology | 34,374 | | | 487,080 |
Marriott International, Cl. A | 34,251 | | | 1,276,535 |
McDonald’s | 134,299 | | | 11,846,515 |
Starbucks | 99,473 | | | 5,333,742 |
Starwood Hotels & Resorts Worldwide | 26,487 | c | | 1,519,294 |
Wyndham Worldwide | 18,805 | | | 1,000,614 |
The Fund 11
STATEMENT OF INVESTMENTS (continued)
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Consumer Services (continued) | | | |
Wynn Resorts | 10,674 | | 1,200,718 |
Yum! Brands | 61,031 | | 4,052,458 |
| | | 31,888,821 |
Diversified Financials—6.4% | | | |
American Express | 131,224 | | 7,542,756 |
Ameriprise Financial | 28,668 | | 1,795,477 |
Bank of America | 1,435,799 | | 16,655,268 |
Bank of New York Mellon | 158,049 | | 4,061,859 |
BlackRock | 16,783 | | 3,469,214 |
Capital One Financial | 77,178 | | 4,470,922 |
Charles Schwab | 144,815 | | 2,079,543 |
Citigroup | 390,665 | | 15,454,707 |
CME Group | 40,441 | | 2,050,763 |
Discover Financial Services | 69,037 | | 2,661,376 |
E*TRADE Financial | 31,226 | a | 279,473 |
Franklin Resources | 18,508 | | 2,326,456 |
Goldman Sachs Group | 59,088 | | 7,537,265 |
IntercontinentalExchange | 9,937 | a | 1,230,300 |
Invesco | 60,804 | | 1,586,376 |
JPMorgan Chase & Co. | 508,381 | | 22,353,513 |
Legg Mason | 15,358 | | 395,008 |
Leucadia National | 25,029 | | 595,440 |
Moody’s | 26,189 | | 1,317,830 |
Morgan Stanley | 183,456 | | 3,507,679 |
NASDAQ OMX Group | 16,720 | | 418,167 |
Northern Trust | 29,797 | | 1,494,618 |
NYSE Euronext | 31,582 | | 996,096 |
SLM | 63,886 | | 1,094,367 |
State Street | 62,184 | | 2,923,270 |
T. Rowe Price Group | 34,117 | | 2,222,040 |
| | | 110,519,783 |
Energy—10.8% | | | |
Anadarko Petroleum | 66,399 | | 4,934,110 |
Apache | 51,945 | | 4,077,682 |
Baker Hughes | 58,176 | | 2,375,908 |
Cabot Oil & Gas | 28,588 | | 1,421,967 |
12
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Energy (continued) | | | | |
Cameron International | 32,535 | a | | 1,836,926 |
Chesapeake Energy | 70,773 | b | | 1,176,247 |
Chevron | 261,546 | a | | 28,283,584 |
ConocoPhillips | 161,681 | | | 9,375,881 |
CONSOL Energy | 31,076 | | | 997,540 |
Denbury Resources | 51,990 | a | | 842,238 |
Devon Energy | 49,826 | | | 2,592,945 |
Diamond Offshore Drilling | 8,837 | b | | 600,563 |
Ensco, Cl. A | 31,217 | | | 1,850,544 |
EOG Resources | 35,864 | | | 4,332,013 |
EQT | 20,214 | | | 1,192,222 |
Exxon Mobil | 609,826 | | | 52,780,440 |
FMC Technologies | 32,088 | a | | 1,374,329 |
Halliburton | 124,704 | | | 4,325,982 |
Helmerich & Payne | 13,535 | | | 758,095 |
Hess | 40,160 | | | 2,126,874 |
Kinder Morgan | 83,852 | | | 2,962,491 |
Marathon Oil | 94,959 | | | 2,911,443 |
Marathon Petroleum | 45,321 | | | 2,855,223 |
Murphy Oil | 24,585 | | | 1,464,037 |
Nabors Industries | 36,637 | a | | 529,405 |
National Oilwell Varco | 57,335 | | | 3,918,847 |
Newfield Exploration | 18,177 | a | | 486,780 |
Noble | 34,686 | | | 1,207,767 |
Noble Energy | 23,999 | | | 2,441,658 |
Occidental Petroleum | 107,792 | | | 8,257,945 |
Peabody Energy | 36,868 | | | 981,057 |
Phillips 66 | 83,263 | | | 4,421,265 |
Pioneer Natural Resources | 16,277 | | | 1,734,965 |
QEP Resources | 24,072 | | | 728,659 |
Range Resources | 21,759 | | | 1,367,118 |
Rowan, Cl. A | 16,543 | a | | 517,300 |
Schlumberger | 176,737 | | | 12,246,107 |
Southwestern Energy | 45,832 | a | | 1,531,247 |
Spectra Energy | 86,395 | | | 2,365,495 |
Tesoro | 18,308 | | | 806,467 |
The Fund 13
STATEMENT OF INVESTMENTS (continued)
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Energy (continued) | | | | |
Valero Energy | 74,665 | | | 2,547,570 |
Williams | 90,434 | | | 2,960,809 |
WPX Energy | 26,988 | a | | 401,581 |
| | | | 186,901,326 |
Food & Staples Retailing—2.3% | | | | |
Costco Wholesale | 57,936 | | | 5,722,339 |
CVS Caremark | 166,759 | | | 8,062,798 |
Kroger | 67,821 | | | 1,764,702 |
Safeway | 32,833 | b | | 593,949 |
Sysco | 78,727 | | | 2,492,497 |
Wal-Mart Stores | 223,908 | | | 15,277,243 |
Walgreen | 115,234 | | | 4,264,810 |
Whole Foods Market | 22,700 | | | 2,073,191 |
| | | | 40,251,529 |
Food, Beverage & Tobacco—5.9% | | | | |
Altria Group | 270,564 | | | 8,501,121 |
Archer-Daniels-Midland | 87,172 | | | 2,387,641 |
Beam | 21,063 | | | 1,286,739 |
Brown-Forman, Cl. B | 19,900 | | | 1,258,675 |
Campbell Soup | 23,038 | b | | 803,796 |
Coca-Cola | 515,908 | | | 18,701,665 |
Coca-Cola Enterprises | 37,686 | | | 1,195,777 |
ConAgra Foods | 54,096 | | | 1,595,832 |
Constellation Brands, Cl. A | 20,043 | a | | 709,322 |
Dean Foods | 25,870 | a | | 427,114 |
Dr. Pepper Snapple Group | 27,536 | | | 1,216,540 |
General Mills | 87,016 | | | 3,516,317 |
H.J. Heinz | 43,076 | | | 2,484,624 |
Hershey | 19,912 | | | 1,438,045 |
Hormel Foods | 18,619 | | | 581,099 |
J.M. Smucker | 14,530 | | | 1,253,067 |
Kellogg | 33,110 | | | 1,849,193 |
Kraft Foods Group | 78,495 | | | 3,569,168 |
Lorillard | 17,258 | | | 2,013,491 |
McCormick & Co. | 17,744 | | | 1,127,276 |
Mead Johnson Nutrition | 26,892 | | | 1,771,914 |
14
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Food, Beverage & Tobacco (continued) | | | | |
Molson Coors Brewing, Cl. B | 20,524 | | | 878,222 |
Mondelez International, Cl. A | 237,828 | | | 6,057,479 |
Monster Beverage | 20,708 | a | | 1,095,039 |
PepsiCo | 207,312 | | | 14,186,360 |
Philip Morris International | 223,433 | | | 18,687,936 |
Reynolds American | 44,223 | | | 1,832,159 |
Tyson Foods, Cl. A | 37,136 | | | 720,438 |
| | | | 101,146,049 |
Health Care Equipment & Services—3.7% | | | | |
Aetna | 44,168 | | | 2,044,978 |
AmerisourceBergen | 30,976 | | | 1,337,544 |
Baxter International | 73,283 | | | 4,885,045 |
Becton Dickinson & Co. | 26,599 | | | 2,079,776 |
Boston Scientific | 194,066 | a | | 1,111,998 |
C.R. Bard | 10,612 | | | 1,037,217 |
Cardinal Health | 45,049 | | | 1,855,118 |
CareFusion | 28,603 | a | | 817,474 |
Cerner | 19,568 | a | | 1,519,260 |
Cigna | 38,114 | | | 2,037,574 |
Coventry Health Care | 18,222 | | | 816,892 |
Covidien | 63,710 | | | 3,678,615 |
DaVita HealthCare Partners | 10,866 | a | | 1,201,019 |
DENTSPLY International | 19,644 | | | 778,099 |
Edwards Lifesciences | 15,486 | a | | 1,396,373 |
Express Scripts Holding | 108,630 | a | | 5,866,020 |
Humana | 21,715 | | | 1,490,300 |
Intuitive Surgical | 5,363 | a | | 2,629,854 |
Laboratory Corp. of America Holdings | 12,716 | a | | 1,101,460 |
McKesson | 31,289 | | | 3,033,781 |
Medtronic | 136,694 | | | 5,607,188 |
Patterson | 11,346 | | | 388,374 |
Quest Diagnostics | 21,325 | | | 1,242,608 |
St. Jude Medical | 41,163 | | | 1,487,631 |
Stryker | 38,229 | | | 2,095,714 |
Tenet Healthcare | 13,053 | a | | 423,831 |
UnitedHealth Group | 137,400 | | | 7,452,576 |
The Fund 15
STATEMENT OF INVESTMENTS (continued)
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Health Care Equipment & Services (continued) | | | |
Varian Medical Systems | 14,388 | a | 1,010,613 |
WellPoint | 40,498 | | 2,467,138 |
Zimmer Holdings | 23,489 | | 1,565,777 |
| | | 64,459,847 |
Household & Personal Products—2.3% | | | |
Avon Products | 59,016 | | 847,470 |
Clorox | 17,355 | | 1,270,733 |
Colgate-Palmolive | 59,741 | | 6,245,324 |
Estee Lauder, Cl. A | 32,607 | | 1,951,855 |
Kimberly-Clark | 52,451 | | 4,428,438 |
Procter & Gamble | 365,691 | | 24,826,762 |
| | | 39,570,582 |
Insurance—4.0% | | | |
ACE | 45,500 | | 3,630,900 |
Aflac | 62,112 | | 3,299,389 |
Allstate | 65,017 | | 2,611,733 |
American International Group | 196,375 | a | 6,932,037 |
Aon | 42,669 | | 2,372,396 |
Assurant | 11,443 | | 397,072 |
Berkshire Hathaway, Cl. B | 244,394 | a | 21,922,142 |
Chubb | 35,657 | | 2,685,685 |
Cincinnati Financial | 19,911 | | 779,715 |
Genworth Financial, Cl. A | 68,350 | a | 513,308 |
Hartford Financial Services Group | 58,898 | | 1,321,671 |
Lincoln National | 37,990 | | 983,941 |
Loews | 42,469 | | 1,730,612 |
Marsh & McLennan | 73,194 | | 2,522,997 |
MetLife | 145,868 | | 4,804,892 |
Principal Financial Group | 37,760 | | 1,076,915 |
Progressive | 76,271 | | 1,609,318 |
Prudential Financial | 61,799 | | 3,295,741 |
Torchmark | 12,455 | | 643,550 |
Travelers | 51,787 | | 3,719,342 |
Unum Group | 38,728 | | 806,317 |
XL Group | 42,023 | | 1,053,096 |
| | | 68,712,769 |
16
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Materials—3.6% | | | |
Air Products & Chemicals | 28,383 | | 2,384,740 |
Airgas | 9,628 | | 878,940 |
Alcoa | 139,340 | | 1,209,471 |
Allegheny Technologies | 13,887 | | 421,609 |
Ball | 20,771 | | 929,502 |
Bemis | 14,387 | | 481,389 |
CF Industries Holdings | 8,263 | | 1,678,711 |
Cliffs Natural Resources | 19,020 | b | 733,411 |
Dow Chemical | 160,442 | | 5,185,485 |
E.I. du Pont de Nemours & Co. | 124,637 | | 5,604,926 |
Eastman Chemical | 20,736 | | 1,411,085 |
Ecolab | 34,850 | | 2,505,715 |
FMC | 18,626 | | 1,089,994 |
Freeport-McMoRan Copper & Gold | 126,055 | | 4,311,081 |
International Flavors & Fragrances | 10,335 | | 687,691 |
International Paper | 57,845 | | 2,304,545 |
LyondellBasell Industries, Cl. A | 50,987 | | 2,910,848 |
MeadWestvaco | 22,877 | | 729,090 |
Monsanto | 71,435 | | 6,761,323 |
Mosaic | 36,968 | | 2,093,498 |
Newmont Mining | 66,833 | | 3,103,725 |
Nucor | 41,908 | | 1,809,587 |
Owens-Illinois | 22,187 | a | 471,917 |
PPG Industries | 20,442 | | 2,766,825 |
Praxair | 39,597 | | 4,333,892 |
Sealed Air | 22,210 | | 388,897 |
Sherwin-Williams | 11,374 | | 1,749,549 |
Sigma-Aldrich | 16,463 | | 1,211,348 |
United States Steel | 19,606 | b | 467,995 |
Vulcan Materials | 17,780 | | 925,449 |
| | | 61,542,238 |
Media—3.5% | | | |
Cablevision Systems (NY Group), Cl. A | 26,917 | | 402,140 |
CBS, Cl. B | 78,872 | | 3,001,080 |
Comcast, Cl. A | 356,413 | | 13,322,718 |
DIRECTV | 80,829 | a | 4,054,383 |
The Fund 17
STATEMENT OF INVESTMENTS (continued)
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Media (continued) | | | | |
Discovery Communications, Cl. A | 32,667 | a | | 2,073,701 |
Gannett | 29,194 | | | 525,784 |
Interpublic Group of Cos. | 57,023 | | | 628,393 |
McGraw-Hill | 37,348 | | | 2,041,815 |
News, Cl. A | 269,692 | | | 6,887,934 |
Omnicom Group | 34,997 | | | 1,748,450 |
Scripps Networks Interactive, Cl. A | 11,766 | | | 681,487 |
Time Warner | 127,161 | | | 6,082,111 |
Time Warner Cable | 40,666 | | | 3,952,329 |
Viacom, Cl. B | 62,794 | | | 3,311,756 |
Walt Disney | 237,023 | | | 11,801,375 |
Washington Post, Cl. B | 514 | b | | 187,718 |
| | | | 60,703,174 |
Pharmaceuticals, Biotech & Life Sciences—8.1% | | | | |
Abbott Laboratories | 211,375 | | | 13,845,062 |
Agilent Technologies | 46,018 | | | 1,883,977 |
Alexion Pharmaceuticals | 25,935 | a | | 2,432,962 |
Allergan | 40,816 | | | 3,744,052 |
Amgen | 102,595 | | | 8,856,000 |
Biogen Idec | 31,401 | a | | 4,605,585 |
Bristol-Myers Squibb | 220,790 | | | 7,195,546 |
Celgene | 57,307 | a | | 4,511,207 |
Eli Lilly & Co. | 135,824 | | | 6,698,840 |
Forest Laboratories | 31,825 | a | | 1,124,059 |
Gilead Sciences | 100,664 | a | | 7,393,771 |
Hospira | 21,233 | a | | 663,319 |
Johnson & Johnson | 370,184 | | | 25,949,898 |
Life Technologies | 23,827 | a | | 1,169,429 |
Merck & Co. | 405,809 | | | 16,613,820 |
Mylan | 53,916 | a | | 1,481,612 |
PerkinElmer | 14,978 | | | 475,402 |
Perrigo | 11,960 | | | 1,244,199 |
Pfizer | 984,784 | | | 24,698,383 |
18
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Pharmaceuticals, Biotech & Life Sciences (continued) | | | | |
Thermo Fisher Scientific | 49,325 | | | 3,145,949 |
Waters | 11,894 | a | | 1,036,205 |
Watson Pharmaceuticals | 16,765 | a | | 1,441,790 |
| | | | 140,211,067 |
Real Estate—2.2% | | | | |
American Tower | 52,460 | | | 4,053,584 |
Apartment Investment & Management, Cl. A | 19,722 | c | | 533,677 |
AvalonBay Communities | 15,058 | c | | 2,041,714 |
Boston Properties | 20,089 | c | | 2,125,617 |
CBRE Group, Cl. A | 41,107 | a | | 818,029 |
Equity Residential | 43,007 | c | | 2,437,207 |
HCP | 60,438 | c | | 2,730,589 |
Health Care | 33,634 | c | | 2,061,428 |
Host Hotels & Resorts | 98,163 | c | | 1,538,214 |
Kimco Realty | 54,312 | c | | 1,049,308 |
Plum Creek Timber | 20,903 | c | | 927,466 |
ProLogis | 60,916 | c | | 2,222,825 |
Public Storage | 19,371 | c | | 2,808,020 |
Simon Property Group | 41,362 | c | | 6,538,919 |
Ventas | 39,527 | c | | 2,558,187 |
Vornado Realty Trust | 23,010 | c | | 1,842,641 |
Weyerhaeuser | 71,057 | c | | 1,976,806 |
| | | | 38,264,231 |
Retailing—4.1% | | | | |
Abercrombie & Fitch, Cl. A | 10,357 | | | 496,825 |
Amazon.com | 48,166 | a | | 12,096,409 |
AutoNation | 4,721 | a,b | | 187,424 |
AutoZone | 5,061 | a | | 1,793,770 |
Bed Bath & Beyond | 30,651 | a | | 1,713,697 |
Best Buy | 37,813 | | | 448,084 |
Big Lots | 8,410 | a | | 239,349 |
CarMax | 29,742 | a | | 1,116,515 |
Dollar General | 35,691 | a | | 1,573,616 |
The Fund 19
STATEMENT OF INVESTMENTS (continued)
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Retailing (continued) | | | | |
Dollar Tree | 31,428 | a | | 1,274,720 |
Expedia | 11,971 | | | 735,618 |
Family Dollar Stores | 13,215 | | | 837,963 |
GameStop, Cl. A | 15,711 | b | | 394,189 |
Gap | 40,587 | | | 1,259,820 |
Genuine Parts | 20,478 | | | 1,301,991 |
Home Depot | 200,767 | | | 12,417,439 |
J.C. Penney | 20,198 | b | | 398,103 |
Kohl’s | 29,381 | | | 1,262,795 |
Limited Brands | 31,784 | | | 1,495,755 |
Lowe’s | 150,439 | | | 5,343,593 |
Macy’s | 53,851 | | | 2,101,266 |
Netflix | 7,217 | a | | 669,593 |
Nordstrom | 20,786 | | | 1,112,051 |
O’Reilly Automotive | 16,176 | a | | 1,446,458 |
PetSmart | 14,702 | | | 1,004,735 |
priceline.com | 6,616 | a | | 4,109,859 |
Ross Stores | 29,504 | | | 1,597,642 |
Staples | 93,132 | | | 1,061,705 |
Target | 87,046 | | | 5,150,512 |
Tiffany & Co. | 16,201 | | | 928,965 |
TJX | 98,536 | | | 4,182,853 |
TripAdvisor | 13,824 | a | | 580,055 |
Urban Outfitters | 13,780 | a | | 542,381 |
| | | | 70,875,750 |
Semiconductors & Semiconductor | | | | |
Equipment—2.0% | | | | |
Advanced Micro Devices | 82,112 | a,b | | 197,069 |
Altera | 41,943 | | | 1,444,517 |
Analog Devices | 39,273 | | | 1,651,822 |
Applied Materials | 160,257 | | | 1,833,340 |
Broadcom, Cl. A | 68,029 | a | | 2,259,243 |
First Solar | 7,628 | a,b | | 235,553 |
20
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Semiconductors & Semiconductor | | | |
Equipment (continued) | | | |
Intel | 666,414 | | 13,748,121 |
KLA-Tencor | 22,841 | | 1,090,886 |
Lam Research | 22,069 | a | 797,353 |
Linear Technology | 30,561 | | 1,048,242 |
LSI | 75,504 | a | 534,568 |
Microchip Technology | 26,011 | b | 847,698 |
Micron Technology | 138,381 | a | 878,719 |
NVIDIA | 82,627 | | 1,015,486 |
Teradyne | 24,552 | a | 414,683 |
Texas Instruments | 152,330 | | 4,713,090 |
Xilinx | 35,039 | | 1,257,900 |
| | | 33,968,290 |
Software & Services—9.4% | | | |
Accenture, Cl. A | 85,059 | | 5,656,424 |
Adobe Systems | 65,086 | a | 2,452,440 |
Akamai Technologies | 22,882 | a | 936,103 |
Autodesk | 29,599 | a | 1,046,325 |
Automatic Data Processing | 65,110 | | 3,711,921 |
BMC Software | 19,979 | a | 792,367 |
CA | 44,490 | | 977,890 |
Citrix Systems | 24,955 | a | 1,640,791 |
Cognizant Technology Solutions, Cl. A | 39,865 | a | 2,952,003 |
Computer Sciences | 21,610 | | 865,480 |
eBay | 154,333 | a | 7,874,070 |
Electronic Arts | 41,318 | a | 600,351 |
Fidelity National Information Services | 33,997 | | 1,183,436 |
Fiserv | 17,862 | a | 1,411,634 |
Google, Cl. A | 35,573 | a | 25,234,419 |
International Business Machines | 142,062 | | 27,211,976 |
Intuit | 36,513 | | 2,172,523 |
MasterCard, Cl. A | 14,388 | | 7,068,537 |
Microsoft | 1,012,666 | | 27,068,562 |
The Fund 21
STATEMENT OF INVESTMENTS (continued)
| | | |
Common Stocks (continued) | Shares | | Value ($) |
Software & Services (continued) | | | |
Oracle | 502,759 | | 16,751,930 |
Paychex | 43,587 | | 1,357,299 |
Red Hat | 25,249 | a | 1,337,187 |
SAIC | 37,552 | | 425,089 |
Salesforce.com | 17,467 | a | 2,936,203 |
Symantec | 93,733 | a | 1,763,118 |
Teradata | 22,910 | a | 1,417,900 |
Total System Services | 20,172 | | 432,084 |
VeriSign | 20,666 | a | 802,254 |
Visa, Cl. A | 69,590 | | 10,548,452 |
Western Union | 78,931 | | 1,074,251 |
Yahoo! | 138,079 | a | 2,747,772 |
| | | 162,450,791 |
Technology Hardware & Equipment—7.4% | | | |
Amphenol, Cl. A | 21,429 | | 1,386,456 |
Apple | 125,805 | | 67,057,839 |
Cisco Systems | 710,007 | | 13,951,638 |
Corning | 199,622 | | 2,519,230 |
Dell | 194,063 | | 1,965,858 |
EMC | 279,201 | a | 7,063,785 |
F5 Networks | 10,419 | a | 1,012,206 |
FLIR Systems | 18,628 | | 415,591 |
Harris | 15,059 | | 737,289 |
Hewlett-Packard | 260,945 | | 3,718,466 |
Jabil Circuit | 24,327 | | 469,268 |
JDS Uniphase | 31,303 | a | 423,843 |
Juniper Networks | 70,645 | a | 1,389,587 |
Molex | 19,018 | b | 519,762 |
Motorola Solutions | 38,255 | | 2,130,038 |
NetApp | 48,862 | a | 1,639,320 |
QUALCOMM | 226,900 | | 14,072,338 |
SanDisk | 33,020 | a | 1,438,351 |
Seagate Technology | 44,964 | b | 1,370,503 |
TE Connectivity | 57,400 | | 2,130,688 |
Western Digital | 30,278 | | 1,286,512 |
22
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Technology Hardware & | | | | |
Equipment (continued) | | | | |
Xerox | 175,188 | | | 1,194,782 |
| | | | 127,893,350 |
Telecommunication Services—3.0% | | | | |
AT&T | 759,739 | | | 25,610,802 |
CenturyLink | 83,616 | | | 3,271,058 |
Crown Castle International | 38,819 | a | | 2,801,179 |
Frontier Communications | 135,514 | b | | 580,000 |
MetroPCS Communications | 42,878 | a | | 426,207 |
Sprint Nextel | 401,610 | a | | 2,277,129 |
Verizon Communications | 381,664 | | | 16,514,601 |
Windstream | 80,533 | b | | 666,813 |
| | | | 52,147,789 |
Transportation—1.6% | | | | |
C.H. Robinson Worldwide | 21,239 | | | 1,342,730 |
CSX | 137,778 | | | 2,718,360 |
Expeditors International of Washington | 28,782 | | | 1,138,328 |
FedEx | 38,745 | | | 3,553,691 |
Norfolk Southern | 42,313 | | | 2,616,636 |
Ryder System | 6,897 | | | 344,367 |
Southwest Airlines | 101,115 | | | 1,035,418 |
Union Pacific | 63,022 | | | 7,923,126 |
United Parcel Service, Cl. B | 95,628 | | | 7,050,652 |
| | | | 27,723,308 |
Utilities—3.4% | | | | |
AES | 83,991 | | | 898,704 |
AGL Resources | 16,031 | | | 640,759 |
Ameren | 33,246 | | | 1,021,317 |
American Electric Power | 64,245 | | | 2,741,977 |
CenterPoint Energy | 57,365 | | | 1,104,276 |
CMS Energy | 35,654 | | | 869,245 |
Consolidated Edison | 38,918 | | | 2,161,506 |
Dominion Resources | 77,010 | | | 3,989,118 |
DTE Energy | 22,870 | | | 1,373,343 |
Duke Energy | 93,629 | | | 5,973,530 |
The Fund 23
STATEMENT OF INVESTMENTS (continued)
| | | | |
Common Stocks (continued) | Shares | | | Value ($) |
Utilities (continued) | | | | |
Edison International | 43,042 | | | 1,945,068 |
Entergy | 23,992 | | | 1,529,490 |
Exelon | 115,035 | | | 3,421,141 |
FirstEnergy | 55,325 | | | 2,310,372 |
Integrys Energy Group | 9,923 | | | 518,179 |
NextEra Energy | 56,121 | | | 3,883,012 |
NiSource | 41,385 | | | 1,030,073 |
Northeast Utilities | 42,468 | | | 1,659,649 |
NRG Energy | 43,245 | | | 994,203 |
ONEOK | 27,862 | | | 1,191,101 |
Pepco Holdings | 31,659 | b | | 620,833 |
PG&E | 57,027 | | | 2,291,345 |
Pinnacle West Capital | 14,687 | | | 748,743 |
PPL | 77,967 | | | 2,232,195 |
Public Service Enterprise Group | 67,146 | | | 2,054,668 |
SCANA | 17,807 | | | 812,711 |
Sempra Energy | 29,720 | | | 2,108,337 |
Southern | 117,164 | | | 5,015,791 |
TECO Energy | 27,160 | | | 455,202 |
Wisconsin Energy | 30,050 | | | 1,107,343 |
Xcel Energy | 66,376 | | | 1,772,903 |
| | | | 58,476,134 |
Total Common Stocks | | | | |
(cost $1,099,126,810) | | | | 1,703,690,229 |
| Principal | | | |
Short-Term Investments—.1% | Amount ($) | | | Value ($) |
U.S. Treasury Bills; | | | | |
0.03%, 3/14/13 | | | | |
(cost $1,229,921) | 1,230,000 | d | | 1,229,921 |
| | | | |
Other Investment—1.2% | Shares | | | Value ($) |
Registered Investment Company; | | | | |
Dreyfus Institutional Preferred | | | | |
Plus Money Market Fund | | | | |
(cost $20,880,219) | 20,880,219 | e | | 20,880,219 |
24
| | | | |
Investment of Cash Collateral | | | | |
for Securities Loaned—.8% | Shares | | Value ($) | |
Registered Investment Company; | | | | |
Dreyfus Institutional Cash | | | | |
Advantage Plus Fund | | | | |
(cost $13,336,773) | 13,336,773 | e | 13,336,773 | |
|
Total Investments (cost $1,134,573,723) | 100.7 | % | 1,739,137,142 | |
Liabilities, Less Cash and Receivables | (.7 | %) | (12,433,127 | ) |
Net Assets | 100.0 | % | 1,726,704,015 | |
REIT—Real Estate Investment Trust
|
a Non-income producing security. |
b Security, or portion thereof, on loan.At December 31, 2012, the value of the fund’s securities on loan was |
$13,125,557 and the value of the collateral held by the fund was $13,459,336, consisting of cash collateral of |
$13,336,773 and U.S. Government & Agency securities valued at $122,563. |
c Investment in real estate investment trust. |
d Held by or on behalf of a counterparty for open financial futures positions. |
e Investment in affiliated money market mutual fund. |
| | | |
Portfolio Summary (Unaudited)† | | |
|
| Value (%) | Value (%) |
Energy | 10.8 | Telecommunication Services | 3.0 |
Software & Services | 9.4 | Banks | 2.8 |
Pharmaceuticals, | | Food & Staples Retailing | 2.3 |
Biotech & Life Sciences | 8.1 | Household & Personal Products | 2.3 |
Capital Goods | 7.7 | Real Estate | 2.2 |
Technology Hardware & Equipment | 7.4 | Short-Term/Money Market Investments | 2.1 |
Diversified Financials | 6.4 | Semiconductors & | |
Food, Beverage & Tobacco | 5.9 | Semiconductor Equipment | 2.0 |
Retailing | 4.1 | Consumer Services | 1.8 |
Insurance | 4.0 | Transportation | 1.6 |
Health Care Equipment & Services | 3.7 | Consumer Durables & Apparel | 1.1 |
Materials | 3.6 | Automobiles & Components | .8 |
Media | 3.5 | Commercial & Professional Services | .7 |
Utilities | 3.4 | | 100.7 |
|
† Based on net assets. | | | |
See notes to financial statements. | | | |
The Fund 25
STATEMENT OF FINANCIAL FUTURES
December 31, 2012
| | | | | |
| | Market Value | | Unrealized | |
| | Covered by | | (Depreciation) | |
| Contracts | Contracts ($) | Expiration | at 12/31/2012 | ($) |
Financial Futures Long | | | | | |
Standard & Poor’s 500 E-mini | 345 | 24,496,725 | March 2013 | (20,498 | ) |
|
See notes to financial statements. | | | | | |
26
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2012
| | | |
| Cost | Value | |
Assets ($): | | | |
Investments in securities—See Statement of Investments (including | | | |
securities on loan, valued at $13,125,557)—Note 1(b): | | | |
Unaffiliated issuers | 1,100,356,731 | 1,704,920,150 | |
Affiliated issuers | 34,216,992 | 34,216,992 | |
Cash | | 743,577 | |
Dividends and securities lending income receivable | | 1,894,579 | |
Receivable for futures variation margin—Note 4 | | 617,614 | |
Receivable for investment securities sold | | 260,242 | |
Prepaid expenses | | 130,424 | |
| | 1,742,783,578 | |
Liabilities ($): | | | |
Due to The Dreyfus Corporation and affiliates—Note 3(c) | | 403,732 | |
Liability for securities on loan—Note 1(b) | | 13,336,773 | |
Payable for shares of Common Stock redeemed | | 2,256,401 | |
Accrued expenses | | 82,657 | |
| | 16,079,563 | |
Net Assets ($) | | 1,726,704,015 | |
Composition of Net Assets ($): | | | |
Paid-in capital | | 1,158,277,820 | |
Accumulated undistributed investment income—net | | 188,369 | |
Accumulated net realized gain (loss) on investments | | (36,305,095 | ) |
Accumulated net unrealized appreciation (depreciation) | | | |
on investments [including ($20,498) net unrealized | | | |
depreciation on financial futures] | | 604,542,921 | |
Net Assets ($) | | 1,726,704,015 | |
| | |
Net Asset Value Per Share | | |
| Initial Shares | Service Shares |
Net Assets ($) | 1,541,577,103 | 185,126,912 |
Shares Outstanding | 48,384,979 | 5,804,020 |
Net Asset Value Per Share ($) | 31.86 | 31.90 |
See notes to financial statements. | | |
The Fund 27
STATEMENT OF OPERATIONS
Year Ended December 31, 2012
| | |
Investment Income ($): | | |
Income: | | |
Cash dividends (net of $21,763 foreign taxes withheld at source): | | |
Unaffiliated issuers | 39,650,010 | |
Affiliated issuers | 18,373 | |
Income from securities lending—Note 1(b) | 130,441 | |
Interest | 748 | |
Total Income | 39,799,572 | |
Expenses: | | |
Management fee—Note 3(a) | 4,232,939 | |
Distribution fees—Note 3(b) | 448,664 | |
Prospectus and shareholders’ reports | 230,372 | |
Directors’ fees and expenses—Note 3(d) | 133,110 | |
Professional fees | 92,688 | |
Shareholder servicing costs—Note 3(c) | 37,508 | |
Loan commitment fees—Note 2 | 16,801 | |
Registration fees | 1,394 | |
Miscellaneous | 136,999 | |
Total Expenses | 5,330,475 | |
Less—reduction in expenses due to earnings credits—Note 3(c) | (8 | ) |
Net Expenses | 5,330,467 | |
Investment Income—Net | 34,469,105 | |
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): | | |
Net realized gain (loss) on investments | 10,542,407 | |
Net realized gain (loss) on financial futures | 6,405,716 | |
Net Realized Gain (Loss) | 16,948,123 | |
Net unrealized appreciation (depreciation) on investments | 202,013,575 | |
Net unrealized appreciation (depreciation) on financial futures | (970,994 | ) |
Net Unrealized Appreciation (Depreciation) | 201,042,581 | |
Net Realized and Unrealized Gain (Loss) on Investments | 217,990,704 | |
Net Increase in Net Assets Resulting from Operations | 252,459,809 | |
|
See notes to financial statements. | | |
28
STATEMENT OF CHANGES IN NET ASSETS
| | | | |
| Year Ended December 31, | |
| 2012 | | 2011 | |
Operations ($): | | | | |
Investment income—net | 34,469,105 | | 30,655,167 | |
Net realized gain (loss) on investments | 16,948,123 | | 87,274,296 | |
Net unrealized appreciation | | | | |
(depreciation) on investments | 201,042,581 | | (84,167,175 | ) |
Net Increase (Decrease) in Net Assets | | | | |
Resulting from Operations | 252,459,809 | | 33,762,288 | |
Dividends to Shareholders from ($): | | �� | | |
Investment income—net: | | | | |
Initial Shares | (31,531,984 | ) | (28,344,208 | ) |
Service Shares | (3,238,424 | ) | (2,688,460 | ) |
Net realized gain on investments: | | | | |
Initial Shares | (77,220,676 | ) | (10,509,094 | ) |
Service Shares | (8,527,384 | ) | (1,112,437 | ) |
Total Dividends | (120,518,468 | ) | (42,654,199 | ) |
Capital Stock Transactions ($): | | | | |
Net proceeds from shares sold: | | | | |
Initial Shares | 170,865,184 | | 171,025,336 | |
Service Shares | 26,033,937 | | 28,394,145 | |
Dividends reinvested: | | | | |
Initial Shares | 108,752,660 | | 38,853,302 | |
Service Shares | 11,765,808 | | 3,800,897 | |
Cost of shares redeemed: | | | | |
Initial Shares | (343,644,715 | ) | (349,530,185 | ) |
Service Shares | (34,603,925 | ) | (31,935,289 | ) |
Increase (Decrease) in Net Assets | | | | |
from Capital Stock Transactions | (60,831,051 | ) | (139,391,794 | ) |
Total Increase (Decrease) in Net Assets | 71,110,290 | | (148,283,705 | ) |
Net Assets ($): | | | | |
Beginning of Period | 1,655,593,725 | | 1,803,877,430 | |
End of Period | 1,726,704,015 | | 1,655,593,725 | |
Undistributed investment income—net | 188,369 | | 489,672 | |
The Fund 29
STATEMENT OF CHANGES IN NET ASSETS (continued)
| | | | |
| Year Ended December 31, | |
| 2012 | | 2011 | |
Capital Share Transactions: | | | | |
Initial Shares | | | | |
Shares sold | 5,457,760 | | 5,767,892 | |
Shares issued for dividends reinvested | 3,454,350 | | 1,300,359 | |
Shares redeemed | (10,985,766 | ) | (11,714,021 | ) |
Net Increase (Decrease) in Shares Outstanding | (2,073,656 | ) | (4,645,770 | ) |
Service Shares | | | | |
Shares sold | 835,289 | | 963,854 | |
Shares issued for dividends reinvested | 373,230 | | 127,057 | |
Shares redeemed | (1,103,497 | ) | (1,074,192 | ) |
Net Increase (Decrease) in Shares Outstanding | 105,022 | | 16,719 | |
|
See notes to financial statements. | | | | |
30
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated.All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. The fund’s total returns do not reflect expenses associated with variable annuity or insurance contracts.These figures have been derived from the fund’s financial statements.
| | | | | | | | | | |
| | | Year Ended December 31, | | | |
Initial Shares | 2012 | | 2011 | | 2010 | | 2009 | | 2008 | |
Per Share Data ($): | | | | | | | | | | |
Net asset value, | | | | | | | | | | |
beginning of period | 29.48 | | 29.67 | | 26.31 | | 22.98 | | 37.40 | |
Investment Operations: | | | | | | | | | | |
Investment income—neta | .63 | | .54 | | .48 | | .48 | | .64 | |
Net realized and unrealized | | | | | | | | | | |
gain (loss) on investments | 3.95 | | .02 | | 3.37 | | 4.85 | | (14.40 | ) |
Total from Investment Operations | 4.58 | | .56 | | 3.85 | | 5.33 | | (13.76 | ) |
Distributions: | | | | | | | | | | |
Dividends from | | | | | | | | | | |
investment income—net | (.64 | ) | (.55 | ) | (.49 | ) | (.48 | ) | (.66 | ) |
Dividends from net realized | | | | | | | | | | |
gain on investments | (1.56 | ) | (.20 | ) | — | | (1.52 | ) | — | |
Total Distributions | (2.20 | ) | (.75 | ) | (.49 | ) | (2.00 | ) | (.66 | ) |
Net asset value, end of period | 31.86 | | 29.48 | | 29.67 | | 26.31 | | 22.98 | |
Total Return (%) | 15.74 | | 1.88 | | 14.84 | | 26.33 | | (37.14 | ) |
Ratios/Supplemental Data (%): | | | | | | | | | | |
Ratio of total expenses | | | | | | | | | | |
to average net assets | .28 | | .27 | | .27 | | .29 | | .28 | |
Ratio of net expenses | | | | | | | | | | |
to average net assets | .28 | | .27 | | .27 | | .29 | | .28 | |
Ratio of net investment income | | | | | | | | | | |
to average net assets | 2.02 | | 1.81 | | 1.78 | | 2.12 | | 2.04 | |
Portfolio Turnover Rate | 3.13 | | 3.27 | | 4.46 | | 5.42 | | 4.69 | |
Net Assets, end of period | | | | | | | | | | |
($ x 1,000) | 1,541,577 | | 1,487,417 | | 1,635,095 | | 1,593,165 | | 1,464,344 | |
|
a Based on average shares outstanding at each month end. | | | | | | | | | |
See notes to financial statements. | | | | | | | | | | |
The Fund 31
FINANCIAL HIGHLIGHTS (continued)
| | | | | | | | | | |
| | | Year Ended December 31, | | | |
Service Shares | 2012 | | 2011 | | 2010 | | 2009 | | 2008 | |
Per Share Data ($): | | | | | | | | | | |
Net asset value, beginning of period | 29.51 | | 29.70 | | 26.34 | | 23.00 | | 37.41 | |
Investment Operations: | | | | | | | | | | |
Investment income—neta | .56 | | .47 | | .41 | | .43 | | .57 | |
Net realized and unrealized | | | | | | | | | | |
gain (loss) on investments | 3.96 | | .02 | | 3.38 | | 4.85 | | (14.42 | ) |
Total from Investment Operations | 4.52 | | .49 | | 3.79 | | 5.28 | | (13.85 | ) |
Distributions: | | | | | | | | | | |
Dividends from investment income—net | (.57 | ) | (.48 | ) | (.43 | ) | (.42 | ) | (.56 | ) |
Dividends from net realized | | | | | | | | | | |
gain on investments | (1.56 | ) | (.20 | ) | — | | (1.52 | ) | — | |
Total Distributions | (2.13 | ) | (.68 | ) | (.43 | ) | (1.94 | ) | (.56 | ) |
Net asset value, end of period | 31.90 | | 29.51 | | 29.70 | | 26.34 | | 23.00 | |
Total Return (%) | 15.47 | | 1.62 | | 14.54 | | 26.05 | | (37.32 | ) |
Ratios/Supplemental Data (%): | | | | | | | | | | |
Ratio of total expenses | | | | | | | | | | |
to average net assets | .53 | | .52 | | .52 | | .54 | | .53 | |
Ratio of net expenses | | | | | | | | | | |
to average net assets | .53 | | .52 | | .52 | | .54 | | .53 | |
Ratio of net investment income | | | | | | | | | | |
to average net assets | 1.78 | | 1.56 | | 1.53 | | 1.86 | | 1.72 | |
Portfolio Turnover Rate | 3.13 | | 3.27 | | 4.46 | | 5.42 | | 4.69 | |
Net Assets, end of period ($ x 1,000) | 185,127 | | 168,177 | | 168,782 | | 150,369 | | 124,614 | |
|
a Based on average shares outstanding at each month end. | | | | | | | | | |
See notes to financial statements. | | | | | | | | | | |
32
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
Dreyfus Stock Index Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a non-diversified open-end management investment company, that is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies to be offered by the separate accounts of life insurance companies.The fund’s investment objective is to match the total return of the Standard and Poor’s® 500 Composite Stock Price Index. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Mellon Capital Management Corporation (“Mellon Capital”), an indirect wholly-owned subsidiary of BNY Mellon, serves as the fund’s index manager.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares, which are sold without a sales charge.The fund is authorized to issue 400 million shares of $.001 par value Common Stock in each of the following classes of shares: Initial shares (250 million shares authorized) and Service shares (150 million shares authorized). Initial shares are subject to a Shareholder Services fee and Service shares are subject to a Distribution fee. Each class of shares has identical rights and privileges, except with respect to the Distribution Plan, Shareholder Services Plan, and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under
The Fund 33
NOTES TO FINANCIAL STATEMENTS (continued)
authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.
The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical investments.
Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
34
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:
Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 of the fair value hierarchy.
U.S. Treasury Bills are valued at the mean price between quoted bid prices and asked prices by an independent pricing service (the “Service”) approved by the fund’s Board of Directors (the “Board”). These securities are generally categorized within Level 2 of the fair value hierarchy.
The Service’s procedures are reviewed by Dreyfus under the general supervision of the Board.
Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.
The Fund 35
NOTES TO FINANCIAL STATEMENTS (continued)
When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 depending on the relevant inputs used.
For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.
Financial futures, which are traded on an exchange, are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market on each business day.These securities are generally categorized within Level 1 of the fair value hierarchy.
The following is a summary of the inputs used as of December 31, 2012 in valuing the fund’s investments:
| | | | |
| | Level 2—Other | Level 3— | |
| Level 1— | Significant | Significant | |
| Unadjusted | Observable | Unobservable | |
| Quoted Prices | Inputs | Inputs | Total |
Assets ($) | | | | |
Investments in Securities: | | | |
Equity Securities— | | | | |
Domestic | | | | |
Common Stocks† | 1,701,839,685 | — | — | 1,701,839,685 |
Equity Securities— | | | | |
Foreign | | | | |
Common Stocks† | 1,850,544 | — | — | 1,850,544 |
36
| | | | | | |
| | | Level 2—Other | Level 3— | | |
| Level 1— | | Significant | Significant | | |
| Unadjusted | | Observable | Unobservable | | |
| Quoted Prices | | Inputs | Inputs | Total | |
Assets ($) (continued) | | | | | | |
Mutual Funds | 34,216,992 | | — | — | 34,216,992 | |
U.S. Treasury | — | | 1,229,921 | — | 1,229,921 | |
Liabilities ($) | | | | | | |
Other Financial | | | | | | |
Instruments: | | | | | | |
Financial Futures†† | (20,498 | ) | — | — | (20,498 | ) |
| |
† | See Statement of Investments for additional detailed categorizations. |
†† | Amount shown represents unrealized (depreciation) at period end. |
At December 31, 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.
(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.
Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by Dreyfus, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the
The Fund 37
NOTES TO FINANCIAL STATEMENTS (continued)
securities in a timely manner. During the period ended December 31, 2012. The Bank of New York Mellon earned $55,903 from lending portfolio securities, pursuant to the securities lending agreement.
(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act. Investments in affiliated investment companies for the period ended December 31, 2012 were as follows:
| | | | | |
Affiliated | | | | | |
Investment | Value | | | Value | Net |
Company | 12/31/2011 ($) | Purchases ($) | Sales( $) | 12/31/2012 ($) | Assets (%) |
Dreyfus | | | | | |
Institutional | | | | | |
Preferred | | | | | |
Plus Money | | | | | |
Market | | | | | |
Fund | 43,932,285 | 170,664,927 | 193,716,993 | 20,880,219 | 1.2 |
Dreyfus | | | | | |
Institutional | | | | | |
Cash | | | | | |
Advantage | | | | | |
Fund | 17,596,811 | 113,442,590 | 117,702,628 | 13,336,773 | .8 |
Total | 61,529,096 | 284,107,517 | 311,419,621 | 34,216,992 | 2.0 |
(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net are declared and paid on a quarterly basis. Dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.
38
As of and during the period ended December 31, 2012, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.
Each of the tax years in the four-year period ended December 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities.
At December 31, 2012, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $3,937,990, undistributed capital gains $17,173,692 and unrealized appreciation $547,307,218.
The tax character of distributions paid to shareholders during the fiscal periods ended December 31, 2012 and December 31, 2011 were as follows: ordinary income $36,613,092 and $31,032,668 and long-term capital gains $83,905,376 and $11,621,531, respectively.
(f) New Accounting Pronouncement: In December 2011, FASB issued Accounting Standards Update No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). These disclosure requirements are intended to help investors and other financial statement users to better assess the effect or potential effect of offsetting arrangements on a company’s financial position.They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition,ASU 2011-11 facilitates comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”).ASU 2011-11 requires entities to: disclose both gross and net information about both instruments and transactions eligible for offset in the financial statements; and disclose instruments and transactions subject to an agreement similar to a master netting agreement. ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013,
The Fund 39
NOTES TO FINANCIAL STATEMENTS (continued)
and interim periods within those annual periods.At this time, management is evaluating the implications of ASU 2011-11 and its impact on the fund’s financial statement disclosures.
NOTE 2—Bank Lines of Credit:
The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each a “Facility), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. Prior to October 10, 2012, the unsecured credit facility with Citibank, N.A., was $225 million. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended December 31, 2012, the fund did not borrow under the Facilities.
NOTE 3—Management Fee, Index Management Fee and Other Transactions With Affiliates:
(a) Pursuant to a management agreement (“the Agreement”) with Dreyfus, the management fee is computed at the annual rate of .245% of the value of the fund’s average daily net assets and is payable monthly. Pursuant to the Agreement, the fund’s custody fee is included in the management fee.
Dreyfus has agreed to pay Mellon Capital a monthly index-management fee at the annual rate of .07% of the value of the fund’s average daily net assets.
(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Service shares pay the Distributor for distributing its shares, for servicing and/or maintaining Service shares’ shareholder accounts and for advertising and marketing for Service shares.The Distribution Plan provides for payments to be made at an annual rate of .25% of the value of the Service shares’ average daily net assets.The Distributor may make payments to Participating Insurance Companies and to brokers and
40
dealers acting as principal underwriter for their variable insurance prod-ucts.The fees payable under the Distribution Plan are payable without regard to actual expenses incurred. During the period ended December 31, 2012, Service shares were charged $448,664 pursuant to the Distribution Plan.
(c) Under the Shareholder Services Plan, Initial shares reimburse the Distributor an amount not to exceed an annual rate of .25% of the value of the Initial shares’ average daily net assets for certain allocated expenses with respect to servicing and/or maintaining Initial shares’ shareholder accounts. During the period ended December 31, 2012, Initial shares were charged $32,320 pursuant to the Shareholders Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing transfer agency services for the fund and, since May 29, 2012, cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $1,252 for transfer agency services and $40 for cash management services. Cash management fees were partially offset by earnings credits of $4. These fees are included in Shareholder servicing costs in the Statement of Operations.
Prior to May 29, 2012, the fund compensated The Bank of NewYork Mellon under a cash management agreement for performing cash management services related to fund subscriptions and redemptions. During the period ended December 31, 2012, the fund was charged $93 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.These fees were partially offset by earnings credits of $4.
The Fund 41
NOTES TO FINANCIAL STATEMENTS (continued)
During the period ended December 31, 2012, the fund was charged $8,783 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $357,800, Distribution Plan fees $39,192, Shareholder Services Plan fees $2,375, Chief Compliance Officer fees $3,981 and transfer agency fees $384.
(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
NOTE 4—Securities Transactions:
The aggregate amount of purchases and sales of investment securities, excluding short-term securities and financial futures, during the period ended December 31, 2012, amounted to $53,297,731 and $168,839,158, respectively.
Derivatives: A derivative is a financial instrument whose performance is derived from the performance of another asset. Each type of derivative instrument that was held by the fund during the period ended December 31, 2012 is discussed below.
Financial Futures: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk, as a result of changes in value of underlying financial instruments. The fund invests in financial futures in order to manage its exposure to or protect against changes in the market. A financial futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a counterparty, which consist of cash or cash equivalents.The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change.Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations.When the contracts are closed, the fund
42
recognizes a realized gain or loss which is reflected in the Statement of Operations.There is minimal counterparty credit risk to the fund with financial futures since they are exchange traded, and the exchange’s clearinghouse guarantees the financial futures against default. Financial futures open at December 31, 2012 are set forth in the Statement of Financial Futures.
The following summarizes the average market value of derivatives outstanding during the period ended December 31, 2012:
| |
| Average Market Value ($) |
Equity financial futures contracts | 28,840,766 |
At December 31, 2012, the cost of investments for federal income tax purposes was $1,191,829,924; accordingly, accumulated net unrealized appreciation on investments was $547,307,218, consisting of $750,190,676 gross unrealized appreciation and $202,883,458 gross unrealized depreciation.
NOTE 5—Pending Legal Matters:
The fund and many other entities have been named as defendants in numerous pending litigations as a result of their participation in the leveraged buyout transaction (“LBO”) of the Tribune Company (“Tribune”). The cases allege that Tribune took on billions of dollars of debt in the LBO to purchase its own stock from shareholders at $34 per share.The LBO was closed in a two step transaction with shares being repurchased by Tribune in a tender offer in June 2007 and in a go-private merger in December 2007. In 2008, approximately one year after the LBO was concluded, Tribune filed for bankruptcy protection under Chapter 11. Thereafter, in approximately June 2011, certain Tribune creditors filed dozens of complaints in various courts throughout the country alleging that the payments made to shareholders in the LBO were “fraudulent conveyances” under state and/or federal law, and that the shareholders must return the payments they received for their shares to satisfy the plaintiffs’ unpaid claims.These cases have been consolidated for coordinated pre-trial proceedings in a multi-district litigation in the United States District Court for the Southern District of NewYork titled In re
The Fund 43
NOTES TO FINANCIAL STATEMENTS (continued)
Tribune Company Fraudulent Conveyance Litigation (S.D.N.Y. Nos. 11-md-2296 and 12-mc-2296 (WHP) (“Tribune MDL”)).
In addition, there was a case pending in United States Bankruptcy Court for the District of Delaware brought by the Unsecured Creditors Committee of the Tribune Company that has since been transferred to the Tribune MDL (The Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, et al., formerly Bankr. D. Del.Adv. Pro. No. 10-54010 (KJC) and now S.D.N.Y. No. 12-cv-2652 (WHP)).The case was originally filed on November 1, 2010. In a Fourth Amended Complaint filed in November 2012, among other claims, the Creditors Committee seeks recovery under the Bankruptcy Code for alleged “fraudulent conveyances” from more than 6,000 Tribune shareholders, including the fund, and a defendants class of all shareholders who tendered their Tribune stock in the LBO and received cash in exchange. There are 35 other counts in the Fourth Amended Complaint that do not relate to claims against shareholder defendants, but instead are brought against parties directly involved in approval or execution of the leveraged buyout. On January 10, 2013, pursuant to the Tribune bankruptcy plan, Mark S. Kirchner, as Litigation Trustee for the Tribune Litigation Trust, became the successor plaintiff to the Creditors Committee in this case.
On November 6, 2012, a motion to dismiss was filed in the Tribune MDL.The hearing on the motion is set for March 2013. If successful, the motion would dismiss all cases in the Tribune MDL, except the FitzSimons case, in full.
Per order of the Court, the FitzSimons case remains stayed until a decision is rendered on the motion to dismiss in the Tribune MDL. No response to that Fourth Amended Complaint is currently required.
At this stage in the proceedings, it is not possible to assess with any reasonable certainty the probable outcomes of the pending litigations. Consequently, at this time, management is unable to estimate the possible loss that may result.
44
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Dreyfus Stock Index Fund, Inc.
We have audited the accompanying statement of assets and liabilities of Dreyfus Stock Index Fund, Inc., including the statements of investments and financial futures, as of December 31, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits 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 and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Stock Index Fund, Inc., at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
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New York, New York
February 13, 2013
The Fund 45
IMPORTANT TAX INFORMATION (Unaudited)
For federal tax purposes, the fund hereby designates 100% of the ordinary dividends paid during the fiscal year ended December 31, 2012 as qualifying for the corporate dividends received deduction. Shareholders will receive notification in early 2013 of the percentage applicable to the preparation of their 2012 income tax returns. Also, the fund hereby reports $.0335 per share as a short-term capital gain distribution paid and $1.5254 per share as a long-term capital gain distribution paid on March 30, 2012.
46
PROXY RESULTS (Unaudited)
The fund held a special meeting of shareholders on August 3, 2012. The proposal considered at the meeting, and the results, are as follows:
| | | |
| | Shares | |
| Votes For | | Authority Withheld |
To elect additional Board Members: | | | |
Lynn Martin† | 49,214,830 | | 1,991,395 |
Robin A. Melvin† | 49,286,633 | | 1,919,592 |
Philip L. Toia† | 49,104,921 | | 2,101,304 |
† Each new Board Member’s term commenced on September 1, 2012.
In addition Peggy C. Davis, Joseph S. DiMartino, David P. Feldman, Ehud Houminer and Dr. Martin Peretz continue as Board Members of the fund.
The Fund 47
BOARD MEMBERS INFORMATION (Unaudited)
|
Joseph S. DiMartino (69) |
Chairman of the Board (1995) |
Principal Occupation During Past 5Years: |
• Corporate Director and Trustee |
Other Public Company Board Memberships During Past 5Years: |
• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small |
and medium size companies, Director (1997-present) |
• Sunair Services Corporation, a provider of certain outdoor-related services to homes and |
businesses, Director (2005-2009) |
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard |
mills and paperboard converting plants, Director (2000-2010) |
No. of Portfolios for which Board Member Serves: 151 |
——————— |
Peggy C. Davis (69) |
Board Member (2006) |
Principal Occupation During Past 5Years: |
• Shad Professor of Law, New York University School of Law (1983-present) |
No. of Portfolios for which Board Member Serves: 63 |
——————— |
David P. Feldman (73) |
Board Member (1996) |
Principal Occupation During Past 5Years: |
• Corporate Director and Trustee |
Other Public Company Board Memberships During Past 5Years: |
• BBH Mutual Funds Group (4 registered mutual funds), Director (1992-present) |
• QMed, Inc. a healthcare company, Director (1999-2007) |
No. of Portfolios for which Board Member Serves: 46 |
——————— |
Ehud Houminer (72) |
Board Member (1993) |
Principal Occupation During Past 5Years: |
• Executive-in-Residence at the Columbia Business School, Columbia University (1992-present) |
Other Public Company Board Memberships During Past 5Years: |
• Avnet Inc., an electronics distributor, Director (1993-2012) |
No. of Portfolios for which Board Member Serves: 70 |
48
|
Lynn Martin (73) |
Board Member (2012) |
Principal Occupation During Past 5Years: |
• President of The Martin Hall Group LLC, a human resources consulting firm, from January |
2005-present |
Other Public Company Board Memberships During Past 5Years: |
• AT&T Inc., a telecommunications company, Director (1999-2012) |
• Ryder System, Inc., a supply chain and transportation management company, Director (1993-2012) |
• The Proctor & Gamble Co., a consumer products company, Director (1994-2009) |
• Constellation Energy Group Inc., Director (2003-2009) |
No. of Portfolios for which Board Member Serves: 46 |
——————— |
Robin A. Melvin (49) |
Board Member (2012) |
Principal Occupation During Past 5Years: |
• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga- |
nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012) |
No. of Portfolios for which Board Member Serves: 97 |
——————— |
Dr. Martin Peretz (73) |
Board Member (2006) |
Principal Occupation During Past 5Years: |
• Editor-in-Chief Emeritus of The New Republic Magazine (2010-present) (previously, |
Editor-in-Chief, 1974-2010) |
• Director of TheStreet.com, a financial information service on the web (1996-present) |
No. of Portfolios for which Board Member Serves: 46 |
——————— |
Philip L. Toia (79) |
Board Member (2012) |
Principal Occupation During Past 5Years: |
• Private Investor |
No. of Portfolios for which Board Member Serves: 56 |
——————— |
Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80.The |
address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, NewYork, NewYork |
10166.Additional information about the Board Members is available in the fund’s Statement of Additional Information |
which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS. |
James F. Henry, Emeritus Board Member |
Rosalind G. Jacobs, Emeritus Board Member |
Dr. Paul A. Marks, Emeritus Board Member |
Gloria Messinger, Emeritus Board Member |
The Fund 49
OFFICERS OF THE FUND (Unaudited)
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50
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The Fund 51
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Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
Item 3. Audit Committee Financial Expert.
The Registrant's Board has determined that Mr. David P. Feldman, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. Feldman is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $30,312 in 2011 and $30,857 in 2012.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $15,693 in 2011 and $9,508 in 2012. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.
The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2011 and $0 in 2012.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $3,508 in 2011 and $3,334 in 2012. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2011 and $0 in 2012.
(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $593 in 2011 and $9 in 2012. [These services consisted of a review of the Registrant's anti-money laundering program].
The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2011 and $200,000 in 2012.
(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.
(e)(2) Note: None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal account's full-time, permanent employees.
Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $21,812,128 in 2011 and $49,204,697 in 2012.
Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 6. Investments.
(a) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. [CLOSED-END FUNDS ONLY, beginning with reports for periods ended on and after December 31, 2005]
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable. [CLOSED-END FUNDS ONLY]
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures applicable to Item 10.
Item 11. Controls and Procedures.
(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not applicable.
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.
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.
Dreyfus Stock Index Fund, Inc.
By: /s/Bradley J. Skapyak |
Bradley J. Skapyak, President |
Date: | February 12, 2013 |
|
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/Bradley J. Skapyak |
Bradley J. Skapyak, President |
Date: | February 12, 2013 |
|
By: /s/James Windels |
James Windels, Treasurer |
Date: | February 12, 2013 |
|
EXHIBIT INDEX
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)