PUTNAM DIVIDEND INCOME FUND
N-30D, 1995-02-28
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Putnam 
Dividend 
Income Fund 

SEMIANNUAL REPORT 
December 31, 1994 

                          (Graphic- Balance Scales) 
                    B O S T O N * L O N D O N * T O K Y O 

<PAGE>
 
Performance highlights 

> "Putnam Dividend Income Fund's prudent response to [1994's] 
volatile interest-rate climate isn't too surprising: the fund's unwillingness 
to take big gambles is reflected in its below-average risk score [over the 
past three years]." 
- --Morningstar Closed-End Funds, November 4, 1994* 

> Performance should always be considered in light of a fund's 
investment strategy. Putnam Dividend Income Fund is designed for investors 
seeking a high level of current income, consistent with preservation of 
capital. 

SEMIANNUAL RESULTS AT A GLANCE 

<TABLE>
<CAPTION>
 Total return:                                                   NAV              Market price 
<S>                                                             <C>              <C>
............................................................................................. 
(change in value during period plus 
  reinvested distributions) 

6 months ended 12/31/94                                           -1.85%                -5.21% 

Share value:                                                        NAV           Market price 
............................................................................................. 
6/30/94                                                          $10.84                $9.750 
12/31/94                                                           9.93                 8.625 
</TABLE>

<TABLE>
<CAPTION> 
                                                            Capital gains(1)
                                                                  Long-
Distributions:               No.             Income               term                  Total
.............................................................................................
<S>                          <C>              <C>                 <C>                  <C> 
                             6                $0.390              $0.260               $0.650    
</TABLE>

<TABLE>
<CAPTION>
Current return:                                                    NAV           Market price
.............................................................................................
<S>                                                              <C>                     <C>
end of period  
Current dividend rate(2)                                           7.85%                 9.04%
Taxable equivalent  
(for corporate investors) (3)                                     10.81%                 12.45
</TABLE>

Performance data represent past results. For performance over longer periods, 
see page 8. 
(1) Capital gains are taxable. Investment income may be subject to state and 
local taxes for corporate investors; federal, state and local taxes for 
noncorporate investors. 
(2) Income portion of most recent distribution, annualized and divided by NAV 
or market price at end of period. 
(3) Assumes a corporation taxed at the 35% federal tax rate and that 100% of 
the fund's distributions qualify for the 70% corporate dividends-received 
deduction. For some investors, investment income may also be subject to the 
federal Alternative Minimum Tax. 
* Morningstar is an independent industry research firm. It rates a fund in 
relation to other funds with similar investment objectives, based on the 
fund's 3-, 5-, and 10-year average annual returns, adjusted for risk factors 
and sales charges. Ratings are updated monthly. 

<PAGE>
 
From the Chairman 

Dear Shareholder: 
(Photo of George Putnam)
(c) Karsh, Ottawa 

There can be no denying that 1994 was a tumultuous year for preferred stock 
investors. Rising interest rates -- the bane of all fixed-income investors -- 
weighed down returns, causing investors to shift their collective focus 
toward defensive strategies designed to preserve capital. 

The new year, now well under way, already shows tentative signs of a more 
hopeful attitude among U.S. investors. If they can be convinced that the 
economy will slow to a level that will restrain inflation, the prices of 
fixed-income securities may respond positively. 

Renewed strength in the preferred stock market would be welcome news for 
Putnam Dividend Income Fund's shareholders. Fund Manager Jeanne Mockard is 
watching the signs carefully and making the adjustments she believes will 
most effectively take advantage of current and emerging trends. 

In the report that follows, Jeanne discusses the semiannual period just ended 
and the outlook for your fund in the coming months. 

Respectfully yours, 

[George Putnam signature] 
George Putnam 
Chairman of the Trustees 
February 15, 1995 

<PAGE>
 
Report from the fund manager 
Jeanne L. Mockard 

For the first six months of fiscal 1995, Putnam Dividend Income Fund 
continued to operate in an environment of rising interest rates and generally 
challenging conditions for fixed-income investors. In August and November, 
the Federal Reserve Board raised short-term interest rates a total of 1.25 
percentage points as it continued its battle against perceived inflationary 
pressures. Perpetual preferred stocks, the most interest-rate-sensitive 
sector of the preferred market, performed better than they did in the first 
half of calendar 1994. Nonetheless, the Merrill Lynch Perpetual Preferred 
Stock Index, a commonly used indicator of preferred-stock performance, 
measured -1.21% over the period. Your fund, which normally invests the 
majority of its assets in preferred stocks, reflected the broader market's 
trend by posting a total return of -1.85% at net asset value for the fiscal 
year's first half. Over the longer term, the fund's performance at net asset 
value has surpassed both the Merrill Lynch index and the Standard & Poor's(R) 
500 Index, as the table on page 8 shows. 

> RISING SHORT-TERM RATES PROMPT MANAGEMENT TO ELIMINATE 
  LEVERAGE 

Throughout most of its history, the fund has maintained a leveraged component 
in the portfolio, borrowing money at low short- term rates and reinvesting it 
at higher long-term rates and profiting from the difference. This strategy 
worked well from 1991 through 1993, when the spread between short- and 
long-term rates was wide. However, given the current market environment and 
the changing complexion of interest rates, we thought it prudent to further 
our efforts to reduce the fund's interest-rate sensitivity. As a result, on 
November 3, the Trustees approved the elimination of the fund's remaining $25 
million of leverage. Redemption of the remaining 250 auction preferred shares 
- -- short-term securities sold by the fund -- was effective on December 19, 
1994. (The fund retains the ability to make use of leveraging strategies in 
the future, should interest-rate conditions become more favorable.) 

<PAGE>
 
The primary motivator behind the elimination of the fund's existing leverage 
was the continued flattening of the taxable yield curve. Short-term interest 
rates continued to rise at a much faster pace than long-term rates over the 
six months ended December 31, 1994. During this period, the yield on the 
two-year Treasury note rose by 1.52 percentage points, while the yield on the 
30-year Treasury bond increased only 0.27 of a percentage point. 

Maintaining leverage in such an environment increases risk in two ways. 
First, the fund's financing costs in the auction-preferred market increase as 
short-term interest rates increase. Second, investing with borrowed funds 
amplifies both percentage gains and losses. When interest rates are falling, 
resulting in increasing prices for existing fixed-income securities, the 
fund's percentage gains on its investments are magnified. Conversely, when 
rates are rising, percentage losses can quickly mount. Therefore, we 
concluded that the most sensible alternative was to deleverage the fund 
completely, thus eliminating one element of risk to shareholders' capital. 

While such risk-management tactics are clearly advisable in light of the 
current interest-rate structure, one unfortunate consequence of reducing 
leverage is that the total income generated by the portfolio is also reduced. 
Accordingly, the Trustees announced in November that the fund's per-share 
dividend would be reduced by one-half cent from $0.065 to $0.06, effective 
March 1995. We believe this modest decrease is a reasonable tradeoff for 
controlling the significant risk to principal that the leverage represented. 
 
[TABULAR REPRESENTATION OF BAR CHART] 

TOP INDUSTRY SECTORS 12/31/94*
Electric utilities       39.4%
Banks                    21.6%
Combined utilities       11.6%
Oil services              7.6%
Insurance                 6.9%

*Industry breakdown reflects both common and preferred stock holdings.
Based on net assets on 12/31/94. Holdings will vary over time.
<PAGE>
 
> VALUE IN LONG-TERM FIXED-INCOME SECURITIES AFTER SELLOFF 

In the weeks leading up to the leverage redemption, we increased the fund's 
cash level by liquidating various common-stock positions. This process of 
generating cash was necessitated by the fund's need to buy back the 
short-term securities it had issued. Moreover, it reflected a strategic shift 
in the portfolio, which we are continuing to implement. 

Given the well-publicized pummeling that long-term fixed-income instruments 
have suffered at the hands of higher interest rates, we now believe 
longer-term bonds offer considerable value. What's more, when examined using 
various measures of relative valuation, the fixed-income markets, especially 
the longer-maturity segment, appear to offer greater value than many common 
stocks. Therefore, we have begun to increase the fund's allocation to 
perpetual and sinking-fund preferreds, which tend to respond to interest-rate 
movements in a manner similar to that of long-term bonds. 

Of course, such a reallocation is predicated on our view that long-term 
rates may be stabilizing. While there can be no assurance of such an outcome, 
an inflation premium of approximately five percentage points -- the current 
spread between long-term Treasury rates and the inflation rate -- is 
historically large and attractive. Should long-term rates remain near or move 
below their current levels, the prospects for capital appreciation and/or 
preservation on long-term securities is greatly improved. 

> A THREE-POINT PLAN FOR IMPROVED TOTAL-RETURN POTENTIAL 

Going forward, our plan is to deploy the fund's assets in several ways. 
First, as mentioned above, we expect to increase the fund's investments in 
the more interest-rate-sensitive sectors of the preferred market, given the 
multitude of attractive opportunities that are now available in the wake of 
calendar 1994's decline. This action also reflects our view that the 
risk/reward balance for long- term fixed-income securities -- and for the 
fixed-income market in general -- is favorable once again. 

We also plan to buy securities on weakness across a range of maturities. This 
value technique will likely involve purchasing 

<PAGE>
 
TOP 10 HOLDINGS (12/31/94) 

 Texas Utilities, Series B, $7.00 ARP 
   Electric utility 
.................................................................. 
 McDermott, Inc., Series B, $2.60 sinking fund pfd. 
   Oil services company 
.................................................................. 
 Virginia Electric & Power, $7.20 pfd. 
   Electric utility 
.................................................................. 
 Georgia Power, $1.9375 pfd. 
   Electric utility 
.................................................................. 
 First Chicago Corp., $3.50 ARP 
   Bank holding company 
.................................................................. 
 Detroit Edison, $1.9375 dep. shares pfd. 
   Electric utility 
.................................................................. 
 Chemical Banking Corp., $1.98 dep. shares pfd. 
   Bank holding company 
.................................................................. 
 SunAmerica, Inc., Series C, $7.75 ARP 
   Insurance company 
.................................................................. 
 Boise Cascade Corp., Series F, $2.35 dep. shares pfd. 
   Forest products company 
.................................................................. 
 General Motors Corp., Series B, $2.28125 dep. shs. pfd. 
   Automobile manufacturer 

These holdings represent 36.4% of the fund's net assets. Portfolio holdings 
will vary over time. 

adjustable-rate preferreds (ARPs), whose prices have declined moderately as 
short-term interest rates have risen. (The price movement of ARPs tends to 
mimic short-term-bond prices.) We may also purchase select common stocks in 
interest-rate-sensitive sectors that have yet to recover fully from the 
profit-draining effects of higher rates, namely, financials and utilities. 

The final component of our plan involves a constant, careful monitoring of 
the yield curve. The ebb and flow of yields across various maturities is 
continuous, and the curve changes shape to reflect, among other things, 
investors' expectations of economic growth. Its current, relatively flat 
shape, reflects expectations for slower growth in 1995. If growth does slow, 
our gradual shift toward intermediate- and longer-term securities may prove 
quite beneficial to the fund in the fiscal year's second half. 

The views expressed here are exclusively those of Putnam Management. They are 
not meant as investment advice. Although the described holdings were viewed 
favorably as of December 31, 1994, there is no guarantee the fund will 
continue to hold these securities in the future. 

<PAGE>
 
Performance summary 
This section provides, at a glance, information about 
your fund's performance. Total return shows how the value of the fund's 
shares changed over time, assuming you held the shares through the entire 
period and reinvested all distributions back into the fund. We show total 
return in two ways: on a cumulative long-term basis and on average how the 
fund might have grown each year over varying periods. For comparative 
purposes, we show how the fund performed relative to appropriate indexes and 
benchmarks. 

TOTAL RETURN FOR PERIODS ENDING 12/31/94 

<TABLE>
<CAPTION>
                                                    Merrill Lynch 
                                                      Perpetual         Standard & 
                                                      Preferred           Poor's 
                       NAV        Market price          Index            500 Index         CPI 
<S>                   <C>            <C>                <C>               <C>              <C>
6 months               -1.85%         -5.21%            -1.21%             4.87%            1.15% 
1 year                 -7.65          -9.48             -5.69               1.36            2.68 
3 years                22.60          11.13             16.71              20.01            8.56 
Annual average          7.03           3.58              5.29               6.27            2.77 
Life of fund           60.47          26.33               --               56.13            19.76 
(since 9/28/89) 
Annual average          9.43           4.55               --                8.86            3.49 
</TABLE>
Performance data represent past results. Investment returns and market price 
will fluctuate so an investor's shares, when sold, may be worth more or less 
than their original cost. Fund performance data do not take into account any 
adjustment for taxes payable on reinvested distributions. 

Net asset value (NAV) is the value of all your fund's assets, minus any 
liabilities, the liquidation preference and cumulative undeclared dividends 
paid on the auction preferred shares, divided by the number of outstanding 
common shares. 

Market price is the current trading price of one share of the fund. Market 
prices are set by transactions between buyers and sellers on the New York 
Stock Exchange. 

Merrill Lynch Perpetual Preferred Index is an unmanaged list of perpetual 
preferred stocks that is commonly used as a general measure of performance 
for the preferred-stock market. The index assumes reinvestment of all 
distributions and does not take into account brokerage commissions or other 
costs. The securities that make up the fund's portfolio do not match those in 
the index. Since management tends to invest the majority of the fund's assets 
in preferred stocks, the Merrill Lynch Perpetual Preferred Index is a more 
appropriate benchmark for comparative performance than the S&P 500 Index. 

Standard & Poor's(R) 500 Index is an unmanaged list of common stocks that is 
frequently used as a general measure of stock market performance. 

Consumer Price Index (CPI) is a commonly used measure of inflation; it does 
not represent an investment return. 

<PAGE>
 
Portfolio of investments owned 
December 31, 1994 (Unaudited) 

<TABLE>
<CAPTION>
 Preferred Stocks (98.7%) (a) 
Number of Shares                                                                      Value 
Electric Utilities (38.7%) 
<S>           <C>                                                                  <C>
  8,885       Arkansas Power & Light Co. Sinking Fund, $8.52, Preferred (pfd.)     $   895,164 
  4,950       Cleveland Electric Illuminating Co. Sinking Fund, Ser. M, $7.08, 
                Adjustable Rate Preferred (ARP)                                        470,250 
 10,000       Commonwealth Edison Co. Sinking Fund, $9.00, pfd.                      1,000,000 
 50,000       Connecticut Light & Power Co. Sinking Fund, Ser. 92, $3.615, 
                pfd.                                                                 2,250,000 
  8,500       Detroit Edison Co. $7.45, pfd.                                           728,875 
140,000       Detroit Edison Co. $1.9375, dep. shs. pfd.                             3,027,500 
 21,000       Duke Power Co. Sinking Fund, Ser. R, $7.50, pfd.                       2,031,750 
  6,600       Duke Power Co. Ser. A, $6.1985 ARP                                       610,500 
 50,000       Georgia Power Co. $1.9875, pfd.                                        1,131,250 
145,000       Georgia Power Co. 
                Ser. 93-2, $1.5325, ARP                                              2,972,500 
  8,916       Gulf States Utilities Co. $7.56, pfd.                                    689,876 
 10,000       Indiana Michigan Power Co. Sinking Fund, $5.90, pfd.                     857,500 
 50,000       Long Island Lighting Co. Sinking Fund, Ser. NN, $1.95, pfd.              925,000 
  9,000       Louisiana Power & Light Co. Sinking Fund, $7.00, pfd.                    882,000 
 43,000       Mississippi Power Co. $1.58, dep. shs. pfd.                              795,500 
 20,000       Niagara Mohawk $2.375, pfd.                                              500,000 
 15,200       Niagara Mohawk Power Corp. Ser. A, $1.65, ARP                            296,400 
 14,100       Northern States Power Co. Ser. B, $5.9709, ARP                         1,240,800 
  6,600       Northern States Power Co. Ser. A, $5.8178, ARP                           575,025 
 20,000       Ohio Power Co. Sinking Fund, $6.35, pfd.                               1,790,000 
 12,350       PacifiCorp Sinking Fund, $7.48, pfd.                                   1,242,719 
 13,300       PacifiCorp Sinking Fund, $7.12, pfd.                                 $ 1,190,350 
 10,000       Pacific Enterprises, $7.64, pfd.                                         836,250 
 15,000       Pennsylvania Power & Light Co. Sinking Fund, $6.33, pfd.               1,344,375 
 40,000       Puget Sound Power & Light Co. Ser. B, $1.655, ARP                        860,000 
  5,300       Southern California Edison Co. $7.58, pfd.                               445,200 
 10,000       Southern California Edison Co. Sinking Fund, $6.45, pfd.                 927,500 
  6,700       Texas Utilities Electric Co. Sinking Fund $10.375, pfd.                  690,100 
 21,400       Texas Utilities Electric Co. Ser. B, $7.00, ARP                        2,011,600 
 66,000       Texas Utilities Electric Co. Ser. A, $1.875, dep. shs. pfd.            1,369,500 
121,000       Texas Utilities Electric Co. Ser. B, $1.805, dep. shs. pfd.            2,420,000 
 13,604       Virginia Electric & Power Co. Sinking Fund, $7.30, pfd.                1,237,964 
  6,180       Virginia Electric & Power Co. $7.20, pfd.                                520,665 
 25,000       Virginia Electric & Power Co. Sinking Fund, $6.35, pfd.                2,412,500 
  5,000       Virginia Electric & Power Co. $6.98, pfd.                                411,875
                                                                                    41,590,488 
Banks (21.6%) 
 10,000       Ahmanson (H.F.) & Co. 
                Ser. B, $2.40, dep. shs. pfd.                                          251,250 
 14,200       Ahmanson (H.F.) & Co. 
                Ser. C, $2.10, dep. shs. pfd.                                          333,700 
 20,000       Bank of Boston Corp. 
                Ser. E, $2.15, dep. shs. pfd.                                          475,000 
 60,000       BankAmerica Corp. Ser. H, $2.25, pfd.                                  1,500,000 
 38,200       BankAmerica Corp. Ser. K, $2.09375, pfd.                                 902,475 

<PAGE>
 
 18,600       BankAmerica Corp. Ser. L, $2.04, dep. shs. pfd.                      $   437,100 
 70,000       Bankers Trust New York Corp. Ser. Q, $1.72443 ARP                      1,382,500 
 25,100       Chase Manhattan Corp. Ser. I, $2.71, pfd.                                696,525 
 19,000       Chase Manhattan Corp. Ser. H, $2.44, pfd.                                489,250 
 74,800       Chase Manhattan Corp. Ser. M, $2.10, pfd.                              1,785,850 
 80,000       Chase Manhattan Corp. Ser. N, $1.67875, ARP                            1,720,000 
 34,262       Chemical Banking Corp. Ser. L, $6.663, ARP                             2,929,400 
 28,000       Chemical Banking Corp. $1.98, dep. shs. pfd.                             630,000 
 10,000       Citicorp Ser. 8-B, $8.25, pfd.                                           905,000 
 13,000       Citicorp Ser. 3, $7.00, ARP                                            1,085,500 
 18,500       Citicorp Ser. 9, $2.28, pfd.                                             462,500 
 84,984       First Chicago Corp. $3.50, ARP                                         3,941,132 
 13,000       First Chicago Ser. E, $2.1125, dep. shs. pfd.                            308,750 
 58,300       First Interstate Bancorp 
                Ser. F, $2.46875, dep. shs. pfd.                                     1,486,650 
 26,100       Great Western Financial Corp. $2.075, dep. shs. pfd.                     600,300 
 40,000       Sumitomo Bank Ltd. Ser. A, $2.03125, dep. shs. pfd.                      860,000
                                                                                    23,182,882 
Combined Utilities (11.6%) 
  9,694       Baltimore Gas & Electric Co. Sinking Fund, Ser. 87, $6.75, pfd.          814,296 
 10,000       Baltimore Gas & Electric Co. Ser. 93, $6.70, pfd.                        782,500 
 20,000       Cincinnati Gas & Electric Co. $9.15 Pfd.                               2,120,000 
 27,000       New York State Electric & Gas Corp. Ser. B, $1.59, ARP                   607,500 
 20,000       Peco Energy Sinking Fund, $6.12, pfd.                                  1,850,000 
  7,000       Public Service Colorado, $7.15, pfd.                                     586,250 
  5,000       Public Service Electric & Gas Co. $7.70, pfd.                            461,250 
 19,000       Public Service Electric & Gas Co. Sinking Fund, $7.44, pfd.          $ 1,881,000 
  6,750       Public Service Electric & Gas Co. $6.92, pfd.                            544,219 
 20,000       Rochester Gas & Electric Co. Ser. V, Sinking Fund, $6.60, pfd.         1,832,500 
 40,000       San Diego Gas & Electric Co. Sinking Fund, $1.7625, pfd.                 940,000 
                                                                                    12,419,515
Oil Services (7.6%) 
111,000       LASMO PLC ADS Ser. A, $2.50, pfd.                                      2,261,625 
190,537       McDermott Inc. Sinking Fund, Ser. B, $2.60, pfd.                       5,430,305 
 10,000       USX Corp. $4.175 ARP                                                     495,000
                                                                                     8,186,930 
Insurance (6.9%) 
 48,000       Progressive Corp. Ser. A, $2.34375, pfd.                               1,200,000 
 36,000       Provident Life & Accident Insurance Co. $2.025, dep. shs. pfd.           796,500 
 18,000       SunAmerica Inc. Ser. C, $7.75, ARP                                     1,638,000 
 50,000       SunAmerica Inc. Ser. B, $2.3125, pfd.                                  1,250,000 
 80,000       Travelers Corp. Ser. D, $2.3125, dep. shs. pfd.                        2,000,000 
 25,000       Travelers Corp. Ser. A, $2.03125, dep. shs. pfd.                         565,625
                                                                                     7,450,125 
Forest Products (2.7%) 
120,000       Boise Cascade Corp. Ser. F, $2.35, dep. shs. pfd.                      2,880,000 

Automobiles (2.6%) 
 65,500       General Motors Corp. 
                Ser. B, $2.28125 dep. shs. pfd.                                      1,637,500 
 45,000       General Motors Corp. 
                Ser. G, $2.28, pfd.                                                  1,119,375
                                                                                     2,756,875 
Finance (2.4%) 
 40,000       Bear Stearns & Co. Ser. A, $3.225, ARP                                 1,720,000 
  9,000       Bear Stearns & Co. Ser. B, $1.97, dep. shs. pfd.                         196,875 

<PAGE>
 
 4,400        Merrill Lynch & Co., Inc. Ser. A, $2.25, dep. shs. pfd.              $    110,550 
25,000        Morgan Stanley Inc. $2.22, dep. shs. pfd.                                 612,500
 
                                                                                      2,639,925 
Business Services (1.4%) 
67,000        IBM Corp. Ser. A. $1.875, dep. shs. pfd.                                1,490,750 

Broadcasting (1.0%) 
49,000        Newscorp Overseas Corp. Ser. A, $2.16, pfd.                             1,029,000 

Health Care (0.9%) 
10,000        Rhone Poulenc Rorer 
                Ser. 3, $0.00584, dep. 
                shs. pfd.                                                               932,500 

Transportation (0.6%) 
40,000        Amerco Ser. A, $2.125, pfd.                                               680,000 

Paper (0.4%) 
20,000        James River Corp. Ser. O, $2.0625, dep. shs. pfd.                         425,000 

Gas Utilities (0.3%) 
15,000        Phillips Gas Co. Ser. A, $2.33, pfd.                                      378,750 
              Total Preferred Stocks (cost $118,132,035)                           $106,042,740 

Convertible Preferred Stocks (1.8%) (a) (cost $2,080,000) 
Number of Shares                                                                         Value 
40,000        Unocal Corp. $3.50, cv. 
                pfd. 144A                                                          $  1,960,000 
Common Stocks (1.3%) (a) 

Number of Shares                                                                          Value 
Electric Utilities (0.7%) 
20,000        Houston Industries Inc.                                                   712,500 

Retail (0.6%) 
50,000        K mart Corp.                                                              650,000 
              Total Common Stocks (cost $1,948,631)                                $  1,362,500 

Short-Term Investments (1.4%) (a) 
(cost $1,524,449) 
Principal Amount                                                                          Value 
$1,524,000 
              Interest in $267,187,000 joint repurchase agreement dated December 30, 1994 
              with JP Morgan Securities, due January 3, 1995 with respect to various U.S. 
              Treasury Obligations--maturity value of $1,524,897 for an effective yield 
              of 5.30%.                                                              $1,524,449 
              Total Investments 
              (cost $123,685,115)(b)                                               $110,889,689 
</TABLE>

(a) Percentages indicated are based on total net assets of $107,443,034, 
which correspond to a net asset value per common share of $9.93. 
(b) The aggregate identified cost on a tax basis is $123,758,050, resulting 
in gross unrealized appreciation and depreciation of $190,395 and $13,058,756 
respectively, or net unrealized depreciation of $12,868,361. 
ADS after the name of a foreign holding stands for American Depository 
Shares, representing ownership of foreign securities on deposit with a 
domestic custodian bank. 

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

<PAGE>
 
Statement of assets and liabilities 
December 31, 1994 (Unaudited) 

<TABLE>
<CAPTION>
 Assets 
<S>                                                                                 <C>
Investments in securities, at value (identified cost $123,685,115) (Note 1)         $110,889,689 
Cash                                                                                         666 
Dividends receivable                                                                   1,498,540 
Total assets                                                                         112,388,895 
Liabilities 
Distributions payable to shareholders                                               $  3,758,529 
Payable for securities purchased                                                         895,300 
Payable for compensation of Manager (Note 3)                                             249,601 
Payable for administrative services (Note 3)                                               4,580 
Payable for compensation of Trustees (Note 3)                                                241 
Payable for investor servicing, custodian fees and other expenses (Note 3)                37,610 
Total liabilities                                                                      4,945,861 
Net assets                                                                          $107,443,034 
Represented by 
Common shares, without par value; unlimited shares authorized; 10,821,255 
  shares outstanding                                                                $122,964,125 
Distributions in excess of net investment income                                        (795,074) 
Accumulated net realized loss on investment transactions                              (1,930,591) 
Net unrealized depreciation of investments                                           (12,795,426) 
Total--Representing net asset applicable to capital shares  outstanding             $107,443,034 
Computation of net asset value 
Net assets value per share ($107,443,034 divided by 10,821,255 shares)                     $9.93 

</TABLE>
The accompanying notes are an integral part of these financial statements. 

<PAGE>
 
Statement of operations 
Six months ended December 31, 1994 (Unaudited) 

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Investment income: 
Dividends (net of foreign tax of $17,849)                                           $ 5,034,268 
Interest                                                                                 92,916 
Total investment income                                                               5,127,184 

Expenses:   
Compensation of Manager (Note 3)                                                    $   508,235 
Investor servicing, custodian fees and other expenses (Note 3)                           25,790 
Compensation of Trustees (Note 3)                                                         5,972 
Auditing                                                                                 26,542 
Legal                                                                                     3,688 
Postage                                                                                  27,854 
Administrative services (Note 3)                                                          4,521 
Amortization of organization expenses (Note 1)                                            2,839 
Preferred stock auction fees                                                             57,418 
Total expenses                                                                          662,859 
Net investment income                                                                 4,464,325 
Net realized loss on investments (Notes 1 and 4)                                     (2,199,180) 
Net unrealized depreciation of investments during the period                         (4,687,738) 
Net loss on investments                                                              (6,886,918) 
Net decrease in net assets resulting from operations                                $(2,422,593) 
</TABLE>
The accompanying notes are an integral part of these financial statements. 

<PAGE>
 
Statement of changes in net assets 

<TABLE>
<CAPTION>
                                                                     Six months            Year 
                                                                       ended              ended 
                                                                    December 31          June 30 
                                                                       1994*               1994 
<S>                                                                  <C>                 <C>
Decrease in net assets 
Operations: 
Net investment income                                                $  4,464,325        $ 12,168,367 
Net realized gain (loss) on investments                                (2,199,180)          3,759,973 
Net realized loss on options                                              --                 (145,253) 
Net unrealized depreciation of investments and options                 (4,687,738)        (15,083,349) 
Net increase (decrease) in net assets resulting from operations        (2,422,593)            699,738 
Distributions to auction preferred shareholders from: 
Net investment income                                                    (335,392)         (1,705,478) 
Net realized gain on investments                                         (393,469)            -- 
Distributions to common shareholders from: 
Net investment income                                                  (4,220,626)        (11,297,391) 
Net realized gain on investments                                       (2,813,445)         (4,144,541) 
Decrease from capital share transactions (Note 2): 
Auction preferred shares                                              (25,000,000)        (49,000,000) 
Total decrease in net assets                                          (35,185,525)        (65,447,672) 
Net assets 
Beginning of period                                                   142,628,559         208,076,231 
End of period (including distributions in excess of net 
  investment income of $795,074 and $703,381, respectively)          $107,443,034        $142,628,559 
Number of fund shares 
Common shares outstanding at beginning of period                       10,821,255          10,821,255 
Common shares issued in connection with reinvestment of 
  distributions                                                           --                  -- 
Common shares outstanding at end of period                             10,821,255          10,821,255 
Auction preferred shares outstanding at beginning of period                   250                 740 
Preferred shares repurchased                                                 (250)               (490) 
Auction preferred shares outstanding at end of period                          --                 250 
</TABLE>
*Unaudited 

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

<PAGE>
 
Financial Highlights 
(For a share outstanding throughout the period) 

<TABLE>
<CAPTION>
                                                                                                                For the period 
                                                                                                                 September 28, 
                                                                                                                     1989 
                                         Six months                                                              (commencement 
                                           ended                                                                 of operations) 
                                         December 31                   Year ended June 30                          to June 30 
                                           1994*         1994          1993          1992          1991               1990 
<S>                                     <C>             <C>           <C>           <C>           <C>                <C>
Net asset value, beginning of 
  period                                $  10.84        $12.39        $11.38        $10.21        $10.26             $11.51+ 
Investment operations: 
Net investment income                        .41          1.13          1.35          1.49          1.65               1.36 
Net realized and unrealized 
  gain (loss) on investments                (.63)        (1.13)          .97          1.15           .05              (1.31) 
Total from investment 
  operations                                (.22)       --              2.32          2.64          1.70                .05 
Less distributions from: 
Net Investment Income 
 to preferred shareholders                  (.03)         (.16)         (.21)         (.27)         (.49)              (.35) 
 to common shareholders                     (.39)        (1.04)        (1.08)        (1.19)        (1.25)              (.92) 
Net realized gains: 
 to preferred shareholders                  (.04)       --            --            --            --               -- 
 to common shareholders                     (.26)        (.38)        --            --            --               -- 
Paid in capital: (a) 
   to common shareholders                --             --            --            --              (.04)          -- 
Total distributions                        (.72)         (1.58)        (1.29)        (1.46)        (1.78)             (1.27) 
Change in cumulative 
  undeclared dividends on 
  remarketed preferred shares                .03           .03          (.02)         (.01)          .03               (.03) 
Net asset value, end of period             $9.93        $10.84        $12.39        $11.38        $10.21             $10.26 
Market value, end of period 
  (common shares)                         $8.625        $9.750       $11.875       $12.000       $10.375            $10.875 
Total investment return 
  at market value 
  (common shares) (%) (b)                  (5.21)(d)     (6.78)         8.27         28.71          8.41              (5.37)(d) 
Net assets, end of period 
  (total fund) (in thousands)           $107,443      $142,629      $208,076      $195,725      $182,003           $180,338 
Ratio of expenses to average 
  net assets (%)(c)                          .59(d)       1.42          1.70          1.64          2.02               1.48(d) 
Ratio of net investment income 
  to average net assets (%)(c)              3.92(d)       8.06          9.65         11.14         11.67               7.63(d) 
Portfolio turnover rate (%)                 8.59(d)      73.63        166.44        160.44        197.67             201.55(d) 
</TABLE>

* Unaudited 
+ Represents initial net asset value of $11.63 less offering expenses of 
approximately $0.12. 
(a) See Note 1 to Financial statements. 
(b) Total investment return assumes dividend reinvestment and does not 
reflect the effect of sales charges. 
(c) Ratios reflect net assets available to common shares only; net investment 
income ratio also reflects reduction for dividend payments to preferred 
shareholders. 
(d) Not annualized. 

<PAGE>
 
Notes to financial statements 
Six months ended December 31, 1994 (Unaudited) 
Note 1 
Significant accounting policies 

The fund is registered under the Investment Company Act of 1940, as amended, 
as a diversified, closed-end management investment company. The fund's 
objective is to seek high current income eligible for dividends received 
deduction allowed to corporations under Section 243 (C1) of the Internal 
Revenue Code, consistent with preservation of capital by investing in a 
portfolio of preferred and common equity securities. The fund will invest at 
least 65% of its total assets in dividend-paying securities. Preferred stocks 
will be rated "investment grade" at the time of investment or, if not rated, 
will be of comparable quality as determined by Putnam Management. The fund 
also uses leverage by issuing preferred shares in an effort to increase the 
income to the common shares. 

The following is a summary of significant accounting policies consistently 
followed by the fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles. 

A) Security valuation Investments for which market quotations are readily 
available are stated at market value, which is determined using the last 
reported sale price, or, if no sales are reported--as in the case of some 
securities traded over-the-counter-- the last reported bid price, except that 
certain U.S. government obligations are stated at the mean between the bid 
and asked prices. Securities whose market quotations are not readily 
available are stated at fair value on the basis of valuations furnished by 
pricing services approved by the Trustees, which determine valuations for 
normal, institutional-size trading units of such securities using methods 
based on market transactions for comparable securities and various 
relationships between securities that are generally recognized by 
institutional traders. Short-term investments having remaining maturities of 
60 days or less are stated at amortized cost, which approximates market 
value, and other investments are stated at fair value following procedures 
approved by the Trustees. 

B) Joint trading account Pursuant to an exemptive order issued by the 
Securities and Exchange Commission, the fund may transfer uninvested cash 
balances into a joint trading account, along with the cash of other 
registered investment companies managed by Putnam Investment Management, 
Inc., ("Putnam Management") the fund's Manager, a wholly-owned subsidiary of 
Putnam Investments, Inc., and certain other accounts. These balances may be 
invested in one or more repurchase agreements and/or short-term money market 
instruments. 

C) Repurchase agreements The fund, or any joint trading account, through the 
fund's custodian, receives delivery of the underlying securities, the market 
value of which at the time of purchase is required to be in an amount at 
least equal to the resale price, including accrued interest. The fund's 
Manager is responsible for determining that the value of these underlying 
securities is at all times at least equal to the resale price, including 
accrued interest. 

<PAGE>
 
D) Determination of net asset value Net asset value of the common shares is 
determined by dividing the value of all assets of the fund (including accrued 
interest and dividends), less all liabilities (including accrued expenses), 
undeclared dividends on remarketed preferred shares and the liquidation value 
of any outstanding remarketed preferred shares, by the total number of common 
shares outstanding. 

E) Security transactions and related investment income Security transactions 
are accounted for on the trade date (date the order to buy or sell is 
executed). Interest income is recorded on the accrual basis and dividend 
income is recorded on the ex-dividend date. 

F) Federal taxes It is the policy of the fund to distribute all of its income 
within the prescribed time and otherwise comply with the provisions of the 
Internal Revenue Code applicable to regulated investment companies. It is 
also the intention of the fund to distribute an amount sufficient to avoid 
imposition of any excise tax under Section 4982 of the Internal Revenue Code 
of 1986. Therefore, no provision has been made for federal taxes on income, 
capital gains or unrealized appreciation of securities held and excise tax on 
income and capital gains. 

At December 31, 1994, the fund had a capital loss carryover of approximately 
$4,596,000, which may be available to offset realized capital gains. This 
amount will expire on December 31, 1999. To the extent that the capital loss 
carryover is used to offset realized gains, it is unlikely that the gains so 
offset will be distributed to shareholders, since any such distribution might 
be taxable as ordinary income. 

G) Distributions to shareholders Distributions to common and preferred 
shareholders are recorded by the fund on the ex-dividend date. At certain 
times, the fund may pay distributions at a level rate even though, as a 
result of market conditions or investment decisions, the fund may not achieve 
projected investment results for a given period. 

The amount and character of income and gains to be distributed are determined 
in accordance with income tax regulations which may differ from generally 
accepted accounting principles. 

H) Unamortized organization expenses Expenses incurred by the fund in 
connection with its organization aggregated $79,675. These expenses are being 
amortized on a straight-line basis over a period not to exceed 60 months from 
the date the fund commenced operations. 

Note 2 
Auction Preferred Shares 

On September 28, 1989, the fund issued 740 Auction Preferred Shares, Series 
A. Proceeds to the fund before underwriting expenses of $1,295,000 and 
$308,080 of offering expenses, amounted to $74,000,000. During the fiscal 
year ended June 30, 1994 a total of 490 shares were repurchased at a value of 
$49,000,000 plus interest. The remaining 250 shares were repurchased by the 
fund at a value of $25,000,000 plus interest during the period ended December 
31, 1994. There were no undeclared dividends on the Preferred 

<PAGE>
 
Shares for the period ended December 31, 1994. The preferred shares were 
redeemable at the option of the fund on any dividend payment date at a 
redemption price of $100,000 per share, plus an amount equal to any dividends 
accumulated on a daily basis but unpaid through the redemption date (whether 
or not such dividends have been declared). 

Under the Investment Company Act of 1940, the fund is required to maintain 
asset coverage of at least 200% with respect to the remarketed preferred 
shares as of the last business day of each month in which any such shares are 
outstanding. Additionally, the fund is required to meet more stringent asset 
coverage requirements under the terms of the auctioned preferred shares and 
the shares' rating agencies. Should these requirements not be met, or should 
dividends accrued on the auctioned preferred shares not be paid, the fund may 
be restricted in its ability to declare dividends to common shareholders or 
may be required to redeem certain of the auctioned preferred shares. At 
December 31, 1994, no such restrictions have been placed on the fund. 

Note 3 
Management fee, administrative services, and other transactions 

Compensation of Putnam Management, for management and investment advisory 
services is paid quarterly based on the average net assets of the fund, 
including proceeds from the remarketed preferred offering. Such fee is based 
on the following annual rates: 0.75% of the first $500 million of average net 
assets, 0.65% of the next $500 million, 0.60% of the next $500 million and 
0.55% of any amount over $1.5 billion. 

If dividends payable on auctioned preferred shares during any dividend 
payment period plus any expenses attributable to auctioned preferred shares 
for that period exceed the fund's net income attributable to the proceeds of 
the auctioned preferred shares during that period, then the fee payable to 
Putnam for that period will be reduced by the amount of the excess (but not 
more than 0.85% of the liquidation preference of the auctioned preferred 
shares outstanding during the period). 

The fund also reimburses the Manager for the compensation and related 
expenses of certain officers of the fund and their staff who provide 
administrative services to the fund. The aggregate amount of all such 
reimbursements is determined annually by the Trustees. 

Trustees of the fund receive an annual Trustee's fee of $860 and an 
additional fee for each Trustees' meeting attended. Trustees who are not 
interested persons of the Manager and who serve on committees of the Trustees 
receive additional fees for attendance at certain committee meetings. 

Custodial functions for the fund are provided by Putnam Fiduciary Trust 
Company (PFTC), a subsidiary of Putnam Investments, Inc. Investor servicing 
agent functions are provided by Putnam Investor Services, a division of PFTC. 

Investor servicing and custodian fees reported in the Statement of operations 
for the six months ended December 31, 1994 have been reduced by credits 
allowed by PFTC. 

<PAGE>
 
Note 4 
Purchases and sales of securities 

During the six months ended December 31, 1994, purchases and sales of 
investment securities other than short-term investments aggregated 
$11,127,645 and $34,138,756, respectively. In determining the net gain or 
loss on securities sold, the cost of securities has been determined on the 
identified cost basis. 

Note 5 
Share repurchase Program 

The Trustees authorized the fund to repurchase 740 of its auction preferred 
shares series A. During the fiscal year ended June 30, 1994, a total of 490 
shares were repurchased at a value of $49,000,000 plus interest. The 
remaining 250 shares were repurchased at a value of $25,000,000 plus interest 
during the period ended December 31, 1994. 

<PAGE>
 
Selected quarterly data 
(Unaudited) 

<TABLE>
<CAPTION>
                                                                 Three months ended 
                                 December 31       September 30        June 30           March 31         December 31 
                                     1994              1994              1994              1994               1993 
<S>                               <C>               <C>               <C>              <C>                 <C>
Total investment income 
Total                             $2,480,140        $2,647,044        $2,962,961       $ 3,397,147          $3,742,849 
Per Share*                              $.23              $.24               .28              $.32                $.34 
Net investment income 
  available to common 
  shareholders 
Total                             $2,115,133        $2,074,533        $2,235,583        $2,445,713          $2,650,334 
Per Share*                             $ .20             $ .19             $ .21             $ .23                $.24 
Net realized and 
  unrealized gain (loss) 
  on investments 
Total                           $(5,514,255)      $(1,372,663)      $(4,497,219)      $(7,942,482)        $(3,456,693) 
Per Share*                            $(.51)            $(.12)             (.48)            $(.75)              $(.31) 
Net increase (decrease) 
  in assets resulting 
  from operations 
Total                           $(3,399,122)          $701,870      $(2,261,666)      $(5,496,769)          $(806,359) 
Per Share*                            $(.31)              $.07            $(.27)            $(.52)              $(.07) 
Net assets available to 
  common shareholders at 
  the end of the period 
Total                           $107,443,034      $115,932,585      $117,326,104      $121,879,941        $129,714,179 
Per Share*                             $9.93            $10.71            $10.84            $11.26              $11.99 
</TABLE>
*Per Common Share 

<PAGE>
 
<TABLE>
<CAPTION>
                                                                 Three months ended 
                               September 30        June 30           March 31        December 31        September 30 
                                   1993              1993              1993              1992               1992 
<S>                               <C>               <C>              <C>                <C>                 <C>
Total investment income 
Total                             $3,910,999        $4,736,892        $4,207,385        $3,946,509          $3,821,668 
Per Share*                              $.36              $.43              $.25              $.42                $.45 
Net investment income 
  available to common 
  shareholders 
Total                             $3,131,259        $3,726,527        $3,025,708        $2,866,538          $2,691,014 
Per Share*                             $ .29             $ .34              $.18              $.30                $.32 
Net realized and 
  unrealized gain (loss) 
  on investments 
Total                             $4,427,795          $505,766        $7,502,324      $(1,978,886)          $3,891,731 
Per Share*                              $.41              $.10              $.77            $(.20)                $.30 
Net increase (decrease) 
  in assets resulting 
  from operations 
Total                             $7,559,054        $4,232,292       $10,528,032          $887,652          $6,582,745 
Per Share*                              $.70              $.44              $.95              $.10                $.62 
Net assets available to 
  common shareholders at 
  the end of the period 
Total                           $138,962,635      $134,070,579      $132,162,069      $123,925,485        $125,606,247 
Per Share*                            $12.84            $12.39            $12.24            $11.52              $11.72 
</TABLE>

<PAGE>
 
Dividend Policy 

It is the fund's dividend policy to pay monthly distributions from net 
investment income and any net realized short-term gains (including gains from 
options and futures transactions). Long-term capital gains are distributed at 
least annually. In an effort to maintain a more stable level of 
distributions, the fund's monthly distribution rate will be based on Putnam 
Management's projections of the net investment income and net realized 
short-term capital gains that the fund is likely to earn over the long term. 
Such distributions at times may exceed the current earnings of the fund, 
resulting in a nontaxable return of capital to shareholders. 

At the time of each distribution, shareholders are furnished Putnam 
Management's current estimate of the sources of such distribution. These 
estimates are subject to adjustment depending on investment results for the 
fund's entire fiscal year. Final information regarding such matters is 
furnished to shareholders in the fund's annual reports and in tax information 
provided following the end of each calendar year. 

<PAGE>
 
Fund information

INVESTMENT MANAGER 
Putnam Investment Management, Inc. 
One Post Office Square 
Boston, MA 02109 

MARKETING SERVICES 
Putnam Mutual Funds Corp. 
One Post Office Square 
Boston, MA 02109 

CUSTODIAN 
Putnam Fiduciary Trust Company 

LEGAL COUNSEL 
Ropes & Gray 

TRUSTEES 
George Putnam, Chairman 
William F. Pounds, Vice Chairman 
Jameson Adkins Baxter 
Hans H. Estin 
John A. Hill 
Elizabeth T. Kennan 
Lawrence J. Lasser 
Robert E. Patterson 
Donald S. Perkins 
George Putnam, III 
A.J.C. Smith 
W. Nicholas Thorndike 

OFFICERS 
George Putnam 
President 

Charles E. Porter 
Executive Vice President 

Patricia C. Flaherty 
Senior Vice President 

Lawrence J. Lasser 
Vice President 

Gordon H. Silver 
Vice President 

Peter Carman 
Vice President 

Thomas Reilly 
Vice President 

Jeanne Mockard 
Vice President and Fund Manager 

William N. Shiebler 
Vice President 

John R. Verani 
Vice President 

Paul M. O'Neil 
Vice President 

John D. Hughes 
Vice President and Treasurer 

Beverly Marcus 
Clerk and Assistant Treasurer 

This report is for the information of shareholders of Putnam Dividend 
Income Fund. It may also be used as sales literature when preceded or 
accompanied by the current prospectus, which gives details of sales charges, 
investment objectives, and operating policies of the fund, and the most 
recent copy of Putnam's Quarterly Performance Summary. For more information 
or to request a prospectus, call toll-free: 1-800-225-1581. 


<PAGE>
 
Putnam Investments 
The Putnam Funds 
One Post Office Square 
Boston, Massachusetts 02109 

Bulk Rate 
U.S. Postage 
PAID 
Putnam 
Investments 
056-16297 

<PAGE>

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AND EDGAR-FILED TEXTS:

(1)  Bold and italic typefaces are displayed in normal type.

(2)  Headers (e.g., the name of the fund) are omitted.

(3)  Certain tabular and columnar headings and symbols are displayed 
     differently in this filing.

(4)  Bullet points and similar graphic signals are omitted.

(5)  Page numbering is omitted.

(6)  Trademark symbol replaced with (TM)


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