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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________________ to _________________
Commission file number 1-11123
NUVEEN INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3817266
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
NO CHANGES
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act.) Yes [X] No [ ]
At August 8, 2003, there were 92,743,822 shares of the Company's
Common Stock outstanding, consisting of 19,418,608 shares of Class A Common
Stock, $.01 par value, and 73,325,214 shares of Class B Common Stock, $.01 par
value.
NUVEEN INVESTMENTS, INC.
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited),
June 30, 2003 and December 31, 2002 3
Consolidated Statements of Income (Unaudited),
Three Months Ended June 30, 2003 and 2002
Six Months Ended June 30, 2003 and 2002 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Six Months Ended June 30, 2003 5
Consolidated Statements of Cash Flows (Unaudited),
Six Months Ended June 30, 2003 and 2002 6
Notes to Consolidated Financial Statements
(Unaudited) 7
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk 22
ITEM 4.
Controls and Procedures 22
PART II. OTHER INFORMATION
Item 1 through Item 6 23
Signatures 26
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2003 2002
---------- -----------
ASSETS
Cash and cash equivalents $ 60,628 $ 70,480
Management and distribution fees receivable 40,984 54,105
Other receivables 17,614 13,790
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation
and amortization of $41,807 and $38,526, respectively 32,159 31,279
Other investments 65,226 58,918
Goodwill 517,121 511,851
Other intangible assets, net of accumulated amortization of $8,030 and $5,426, respectively 61,120 63,724
Advanced sales commissions and other assets 39,238 36,895
---------- -----------
$ 834,090 $ 841,042
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 235,000 $ 305,000
Accrued compensation and other expenses 37,957 56,619
Deferred compensation 29,979 27,976
Deferred income tax liability, net 24,007 12,083
Other liabilities 31,968 50,538
---------- -----------
Total liabilities 358,911 452,216
---------- -----------
Minority interest 46,396 3,063
Common stockholders' equity:
Class A Common stock, $.01 par value; 160,000,000 shares authorized; 476 476
47,586,266 shares issued
Class B Common stock, $.01 par value; 80,000,000 shares authorized; 733 733
73,325,214 shares issued
Additional paid-in capital 163,563 155,188
Retained earnings 727,599 688,325
Unamortized cost of restricted stock awards (241) (748)
Accumulated other comprehensive loss (3,527) (4,859)
---------- -----------
888,603 839,115
Less common stock held in treasury, at cost (28,187,758 and 28,184,996 shares, respectively) (459,820) (453,352)
---------- -----------
Total common stockholders' equity 428,783 385,763
---------- -----------
$ 834,090 $ 841,042
========== ===========
See accompanying notes to consolidated financial statements.
3
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ------------------------
2003 2002 2003 2002
--------- --------- ---------- ----------
Operating revenues:
Investment advisory fees from assets under management $ 99,047 $ 86,056 $ 194,291 $ 171,211
Underwriting and distribution of investment products 3,278 1,667 4,862 6,538
Performance fees/other revenue 3,772 2,625 8,491 5,208
--------- --------- ---------- ----------
Total operating revenues 106,097 90,348 207,644 182,957
Operating expenses:
Compensation and benefits 29,063 21,718 57,943 44,570
Advertising and promotional costs 3,096 3,500 5,651 6,967
Occupancy and equipment costs 4,922 4,153 9,824 8,172
Amortization of intangible assets 1,302 698 2,604 1,411
Travel and entertainment 1,956 2,132 3,736 4,113
Outside services 1,917 2,277 3,815 4,191
Other operating expenses 7,355 6,077 13,279 14,157
--------- --------- ---------- ----------
Total operating expenses 49,611 40,555 96,852 83,581
Operating income 56,486 49,793 110,792 99,376
Non-operating income/(expense) (915) 244 (1,897) 66
--------- --------- ---------- ----------
Income before taxes 55,571 50,037 108,895 99,442
Income taxes 21,562 19,585 42,251 39,001
--------- --------- ---------- ----------
Net income $ 34,009 $ 30,452 $ 66,644 $ 60,441
========= ========= ========== ==========
Average common and common equivalent shares outstanding:
Basic 92,473 94,398 92,519 94,659
========= ========= ========== ==========
Diluted 95,787 99,141 95,736 99,362
========= ========= ========== ==========
Earnings per common share:
Basic $ 0.37 $ 0.32 $ 0.72 $ 0.64
========= ========= ========== ==========
Diluted $ 0.36 $ 0.31 $ 0.70 $ 0.61
========= ========= ========== ==========
See accompanying notes to consolidated financial statements.
4
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
UNAUDITED
(IN THOUSANDS)
UNAMORTIZED ACCUMULATED
CLASS A CLASS B ADDITIONAL COST OF OTHER
COMMON COMMON PAID-IN RETAINED RESTRICTED COMPREHENSIVE TREASURY
STOCK STOCK CAPITAL EARNINGS STOCK AWARDS INCOME/(LOSS) STOCK TOTAL
------- ------- ---------- -------- ------------ ------------- --------- --------
Balance at December 31, 2002 $ 476 $ 733 $ 155,188 $688,325 $ (748) $ (4,859) $(453,352) $385,763
Net income 66,644 66,644
Cash dividends paid (24,061) (24,061)
Amortization of restricted
stock awards 637 637
Purchase of treasury stock (20,715) (20,715)
Exercise of stock options (3,358) 14,166 10,808
Issuance of restricted stock 49 (130) 81 -
Tax benefit of options exercised 8,375 8,375
Other 1,332 1,332
------- ------- ---------- -------- -------- ------------- --------- --------
Balance at June 30, 2003 $ 476 $ 733 $ 163,563 $727,599 $ (241) $ (3,527) $(459,820) $428,783
======= ======= ========== ======== ======== ============= ========= ========
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
-------------------------
2003 2002
--------- ----------
Cash flows from operating activities:
Net income $ 66,644 $ 60,441
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 11,069 4,259
Depreciation of office property and equipment 3,783 3,432
Amortization of intangible assets 2,604 1,411
Net (increase) decrease in assets:
Management and distribution fees receivable 13,120 16,281
Other receivables (3,824) 5,399
Advanced sales commissions and other assets (2,343) 13,129
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (18,662) (14,156)
Deferred compensation 2,003 (145)
Security purchase obligations - (739)
Other liabilities (18,570) (7,795)
Other 8,756 17,055
--------- ----------
Net cash provided from operating activities 64,580 98,572
--------- ----------
Cash flows from financing activities:
Repayment of notes payable (70,000) -
Dividends paid (24,061) (22,856)
Proceeds from stock options exercised 10,808 26,167
Proceeds from Rittenhouse stock options exercised 42,474 40,504
Acquisition of treasury stock (20,715) (105,232)
Other 860 -
--------- ----------
Net cash used for financing activities (60,634) (61,417)
--------- ----------
Cash flows from investing activities:
Net purchase of office property and equipment (4,664) (2,592)
Proceeds from sales of investment securities 417 526
Purchases of investment securities (717) (902)
Contingent consideration for Symphony acquisition (5,270) -
Other (3,564) (1,081)
--------- ----------
Net cash used for investing activities (13,798) (4,049)
--------- ----------
(Decrease)/increase in cash and cash equivalents (9,852) 33,106
Cash and cash equivalents:
Beginning of year 70,480 83,659
--------- ----------
End of period $ 60,628 $ 116,765
--------- ----------
Supplemental Information:
Taxes paid $ 40,684 $ 21,294
Interest paid $ 3,366 $ 2,577
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2003
NOTE 1 BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts of Nuveen
Investments, Inc. and its majority-owned subsidiaries ("the Company" or "Nuveen
Investments") and have been prepared in conformity with accounting principles
generally accepted in the United States of America. These financial statements
have also been prepared in accordance with the instructions to Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures have been omitted pursuant
to such rules and regulations. As a result, these financial statements should be
read in conjunction with the audited consolidated financial statements and
related notes included in the Company's latest annual report on Form 10-K.
Certain amounts in the prior year financial statements have been reclassified to
conform to the 2003 presentation. These reclassifications had no effect on
previously reported net income or stockholders' equity.
These financial statements rely, in part, on estimates. In the opinion of
management, all necessary adjustments (consisting of normal recurring accruals)
have been reflected for a fair presentation of the results of operations,
financial position and cash flows in the accompanying unaudited consolidated
financial statements. The results for the period are not necessarily indicative
of the results to be expected for the entire year.
NOTE 2 EARNINGS PER COMMON SHARE
On May 9, 2002, the Company's Board of Directors declared a 2-for-1 stock split
to be effected as a dividend to shareholders of record as of June 3, 2002. All
references in the consolidated financial statements and notes as to number of
shares, per share amounts and market prices of the Company's common stock have
been restated to reflect the increased number of shares outstanding.
The following table sets forth a reconciliation of net income and the weighted
average common shares used in the basic and diluted earnings per share
computations for the three-month and six-month periods ended June 30, 2003 and
June 30, 2002.
- ------------------------------------------------------------------------------------------------------------
In thousands, For the three months ended
except per share data June 30, 2003 June 30, 2002
- ------------------------------------------------------------------------------------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
-------------------------------------------------------------------
Net income $ 34,009 $ 30,452
Less: Preferred stock dividends - (70)
-------- --------
Basic EPS 34,009 92,473 $ 0.37 30,382 94,398 $ 0.32
Dilutive effect of:
Restricted stock - 466 - 463
Employee stock options - 2,848 - 3,662
Assumed conversion of
preferred stock - - 70 618
------------------- ------------------
Diluted EPS $ 34,009 95,787 $ 0.36 $ 30,452 99,141 $ 0.31
- -----------------------------------------------------------------------------------------------------------
7
- ------------------------------------------------------------------------------------------------------------
In thousands, For the six months ended
except per share data June 30, 2003 June 30, 2002
- ------------------------------------------------------------------------------------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
-------------------------------------------------------------------
Net income $ 66,644 $ 60,441
Less: Preferred stock dividends - (141)
-------- --------
Basic EPS 66,644 92,519 $ 0.72 60,300 94,659 $ 0.64
Dilutive effect of:
Restricted stock - 464 - 369
Employee stock options - 2,753 - 3,716
Assumed conversion of
preferred stock - - 141 618
------------------- ------------------
Diluted EPS $ 66,644 95,736 $ 0.70 $ 60,441 99,362 $ 0.61
- -----------------------------------------------------------------------------------------------------------
Options to purchase 8,349,606 and 2,170,000 shares of the Company's common stock
were outstanding at June 30, 2003 and 2002, respectively, but were not included
in the computation of diluted earnings per share because the options' respective
weighted average exercise prices of $26.72 and $29.45 per share, respectively,
were greater than the average market price of the Company's common shares during
the applicable period.
NOTE 3 NET CAPITAL REQUIREMENT
Nuveen Investments, LLC, the Company's wholly owned broker/dealer subsidiary, is
subject to the Securities and Exchange Commission Rule 15c3-1, the "Uniform Net
Capital Rule," which requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, as these terms
are defined in the Rule, shall not exceed 15 to 1. At June 30, 2003, Nuveen
Investments, LLC's net capital ratio was .78 to 1 and its net capital was
$32,091,242, which is $30,417,573 in excess of the required net capital of
$1,673,669.
NOTE 4 ACQUISITION OF NWQ INVESTMENT MANAGEMENT COMPANY, INC.
On August 1, 2002, Nuveen Investments completed the acquisition of NWQ
Investment Management Company, Inc. ("NWQ"). The results of NWQ's operations
have been included in Nuveen Investments' consolidated financial statements from
the date of acquisition. Nuveen Investments engaged external valuation experts
to determine the final purchase price allocation.
The following table presents unaudited actual results of operations for the
three-month and six-month periods ended June 30, 2003 and unaudited pro-forma
information for the three-month and six-month periods ended June 30, 2002. The
unaudited pro-forma information as of June 30, 2002 reflects a summary of the
consolidated results of operations of Nuveen Investments and NWQ as if the NWQ
acquisition had occurred on January 1, 2002. (In thousands, except per share
data).
8
- ------------------------------------------------------------------
Actual Pro-Forma
Three Months Ended Three Months Ended
June 30, 2003 June 30, 2002
--------------------------------------
Revenues $ 106,097 $ 99,112
Net Income $ 34,009 $ 31,005
Earnings per common share
(diluted) $ 0.36 $ 0.32
- ------------------------------------------------------------------
- -----------------------------------------------------------------
Actual Pro-Forma
Six Months Ended Six Months Ended
June 30, 2003 June 30, 2002
------------------------------------
Revenues $ 207,644 $ 200,484
Net Income $ 66,644 $ 61,547
Earnings per common share
(diluted) $ 0.70 $ 0.62
- ----------------------------------------------------------------
NOTE 5 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2002 to June 30, 2003 presented on our consolidated
balance sheets (in thousands):
Goodwill
Balance at December 31, 2002 $ 511,851
Symphony acquisition - contingent consideration earned 5,270
----------
Balance at June 30, 2003 $ 517,121
----------
In compliance with the provisions of SFAS No. 142, we completed our annual
goodwill impairment test and our results indicate that, as of May 31, 2003,
there is no indication of potential impairment of goodwill.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
June 30, 2003 and December 31, 2002 (in thousands):
At June 30, 2003 At December 31, 2002
---------------- --------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
- ----------------------------- -------- ------------ -------- ------------
Various previous acquisitions $ 459 $ 459 $ 459 $ 459
Symphony-
Customer relationships 43,800 4,334 43,800 3,223
Internally developed software 1,622 620 1,622 458
Favorable lease 369 285 369 226
NWQ customer contracts 22,900 2,332 22,900 1,060
-------- ------- -------- ---------
Total $ 69,150 $ 8,030 $ 69,150 $ 5,426
-------- ------- -------- ---------
9
The projected amortization for the next five years is approximately $2.6 million
for the remaining six months of 2003, and annual amortization of $5.1 million
for each of 2004 and 2005, $5.0 million for 2006, and $4.8 million for 2007.
NOTE 6 STOCK-BASED COMPENSATION
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of Financial Accounting Standards Board Statement No.
123," was issued in December 2002 and amends the disclosure requirements of SFAS
No. 123, "Accounting for Stock Based Compensation" to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.
As discussed in the Company's latest annual report on Form 10-K, the Company
accounts for stock-based compensation plans in accordance with Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 (as amended by SFAS No. 148) (in thousands, except
per share data):
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net income, as reported $ 34,009 $ 30,452 $ 66,644 $ 60,441
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects
(2,572) (2,365) (5,169) (4,365)
Pro forma net income $ 31,437 $ 28,087 $ 61,475 $ 56,076
Earnings per common share:
Basic - as reported $ 0.37 $ 0.32 $ 0.72 $ 0.64
Basic - pro forma $ 0.34 $ 0.30 $ 0.66 $ 0.59
Diluted - as reported $ 0.36 $ 0.31 $ 0.70 $ 0.61
Diluted - pro forma $ 0.33 $ 0.28 $ 0.64 $ 0.56
NOTE 7 NOTES PAYABLE
On August 10, 2000, the Company entered into a $250 million revolving line of
credit with a group of banks that extends through August 2003. The committed
line is divided into two equal facilities-- one with a three-year term and one
that is renewable every 364 days. On August 8, 2002, Nuveen Investments renewed
its 364-day credit facility. Proceeds from borrowings under the facility are
used for fulfilling day to day cash requirements and general corporate purposes
including acquisitions, share repurchases and asset purchases. The rate of
interest payable under the agreement is, at the Company's option, a function of
one of various floating rate indices. The agreement requires the Company to pay
a facility fee at an annual rate of .105% of the committed amount for the
three-year facility and .08% of the committed amount for the 364-day facility.
For the six-month periods ended June 30, 2003 and 2002, the weighted-average
interest rate on the committed line was 1.6% and 2.1%, respectively, for the
three-year facility and 1.5% and 2.1%, respectively, for the 364-day facility.
At June 30, 2003, there was $130 million of debt outstanding under this
revolving line of
10
credit. This facility was scheduled to expire, and all of the debt to come due,
in August of 2003. Prior to its expiration, the Company entered into a new $250
million committed line of credit. See Note 9.
On July 31, 2002, Nuveen Investments entered into, and borrowed the total amount
available under a $250 million revolving loan agreement with its majority
shareholder, The St. Paul Companies, Inc. ("St. Paul"). This loan facility was
originally set to expire on July 15, 2003, however was amended prior to this
expiration date to provide for no scheduled expiration date (see Note 9). This
loan facility carries a floating interest rate of LIBOR plus a margin of up to
0.25%. A portion of the proceeds from this $250 million loan was used to repay
$128 million of the previous outstanding debt of $183 million under the bank
facility discussed above, while the remainder of the proceeds was used to help
fund the NWQ acquisition. During March 2003, the Company paid down $145 million
of the total debt that was outstanding under the St. Paul debt facility. At June
30, 2003, the total amount of debt outstanding under the St. Paul debt facility
was $105 million. For the six months ended June 30, 2003, the weighted average
annual interest rate on the St. Paul debt facility was 1.6%.
NOTE 8 RELATED PARTY TRANSACTIONS
On June 30, 2002, the Company made a loan of approximately $2.1 million to one
of Symphony's prior owners, Maestro LLC. The members of Maestro LLC are also
employees of Symphony. This uncollateralized, interest-bearing loan is payable
on or before December 31, 2006 and carries an interest rate equal to the
Applicable Federal Rate published by the Secretary of the Treasury (as of June
2003, the applicable interest rate was 3.06% per annum). Any 5-year contingent
consideration payments required to be made by the Company relating to the
Symphony acquisition may be used to offset this loan obligation. As of June 30,
2003 and December 31, 2002, the remaining note receivable of approximately $2.1
million is included in other assets on our consolidated balance sheet.
NOTE 9 SUBSEQUENT EVENTS
Subsequent to quarter-end, prior to the expiration of the revolving line of
credit discussed in Note 7, the Company entered into a new $250 million
committed line of credit with a new group of banks to replace the existing
facility. The terms of the new facility are similar to the prior facility,
including its being divided into two equal facilities - one with a three-year
term and one with a renewable 364-day term. The $130 million of debt outstanding
under the prior facility at June 30, 2003, which was subsequently reduced to
$125 million, is now outstanding under the new facility.
Also subsequent to quarter-end, the St. Paul loan facility (as discussed in Note
7) was amended prior to its original July 15, 2003 expiration date and currently
provides for no scheduled expiration date, but requires borrowings to be repaid
within 30 days demand by St. Paul.
11
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
JUNE 30, 2003
DESCRIPTION OF THE BUSINESS
Our principal businesses are asset management and related research as well as
the development, marketing and distribution of investment products and services
for the affluent, high-net-worth and the institutional market segments. We
distribute our investment products and services, including individually managed
accounts, closed-end exchange-traded funds, and mutual funds, to the affluent
and high-net-worth market segments through unaffiliated intermediary firms
including broker/dealers, commercial banks, affiliates of insurance providers,
financial planners, accountants, consultants and investment advisors. We also
provide managed account services, including privately offered partnerships, to
several institutional market segments and channels.
Our primary business activities generate three principal sources of revenue: (1)
ongoing advisory fees earned on assets under management, including separately
managed accounts, exchange-traded funds and mutual funds, (2) underwriting and
distribution revenues earned upon the sale of certain investment products and
(3) incentive fees earned on certain institutional accounts based on the
performance of such accounts.
Sales of our products, and our profitability, are directly affected by many
variables, including investor preferences for equity, fixed-income or other
investments, the availability and attractiveness of competing products, market
performance, continued access to distribution channels, changes in interest
rates, inflation, and income tax rates and laws.
RELEVANT EVENTS
The following events reported in our 2002 annual report are relevant to the
interpretation of our second quarter and year-to-date 2003 results:
On August 1, 2002, we finalized the acquisition of NWQ Investment Management
Company, Inc. ("NWQ"), an asset management firm based in Los Angeles with
approximately $7 billion of assets under management at the time of the
acquisition. NWQ specializes in value-oriented equity investments and has
significant relationships among institutions and financial advisors. Cash
payments totaling approximately $145 million will be made to the seller, which
includes up to a maximum of $20.5 million to be paid over a five-year period
under the terms of a strategic alliance agreement.
On May 9, 2002, we announced a 2-for-1 split of our common stock. The stock
split was effected as a dividend to shareholders of record as of June 3, 2002.
For comparability, all prior period share information has been restated for the
split.
In early 2002, we announced our intention to stop depositing continuously
offered equity and fixed-income defined portfolio products. The discontinuation
of this product line was completed in the first quarter of 2002.
12
RESULTS OF OPERATIONS
The following discussion and analysis contains important information that should
be helpful in evaluating our results of operations and financial condition, and
should be read in conjunction with the consolidated financial statements and
related notes.
Total advisory fee income earned during any period is directly related to the
market value of the assets we manage. Advisory fee income will increase with a
rise in the level of assets under management. Assets under management rise with
the addition of new managed accounts or deposits into existing managed accounts,
the sale of fund shares, the addition of assets under management from the
acquisition of other advisory companies, or through increases in the value of
portfolio investments. Assets under management may also increase as a result of
reinvestment of distributions from funds and accounts, and from reinvestment of
distributions from defined portfolio products we sponsor into shares of mutual
funds. Fee income will decline when managed assets decline, as would occur when
the values of fund portfolio investments decrease or when managed account
withdrawals or mutual fund redemptions exceed sales and reinvestments.
Distribution revenue is earned as mutual fund products are sold to the public
through financial advisors. Correspondingly, distribution revenue will rise and
fall with the level of our sales of these products, and has been impacted by our
decision to discontinue the defined portfolio product line in 2002. Underwriting
fees are earned on the initial public offerings of our exchange-traded funds.
The level of fees earned in any given year will fluctuate depending on the
number of new funds offered, the size of the funds offered and the extent to
which we participate as a member of the syndicate group underwriting a fund.
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of our operations for the
three-month and six-month periods ended June 30, 2003 and 2002:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions except per share amounts)
- --------------------------------------------------------------------------------------------------------
FOR THE SECOND QUARTER OF FOR THE FIRST SIX MONTHS OF
2003 2002 % CHANGE 2003 2002 % CHANGE
------- ------- -------- ------- ------- --------
Gross sales of investment products $ 5,424 $ 3,321 63% $ 9,620 $ 6,710 43%
- -----------------------------------------------------------------------------------------------------
Net flows of investment products 3,088 593 420 5,193 2,468 110
- -----------------------------------------------------------------------------------------------------
Assets under management (1)(2) 88,258 68,496 29 88,258 68,496 29
- -----------------------------------------------------------------------------------------------------
Operating revenues 106.1 90.3 17 207.6 183.0 13
- -----------------------------------------------------------------------------------------------------
Operating expenses 49.6 40.6 22 96.9 83.6 16
- -----------------------------------------------------------------------------------------------------
Net income 34.0 30.5 12 66.6 60.4 10
- -----------------------------------------------------------------------------------------------------
Basic earnings per share (3) 0.37 0.32 16 0.72 0.64 13
- -----------------------------------------------------------------------------------------------------
Diluted earnings per share (3) 0.36 0.31 16 0.70 0.61 15
- -----------------------------------------------------------------------------------------------------
Dividends per share (3) 0.13 0.12 8 0.26 0.24 8
- -----------------------------------------------------------------------------------------------------
(1) At period end.
(2) Excludes defined portfolio assets under surveillance.
(3) The prior period has been adjusted to reflect the 2-for-1 stock split that
occurred in June of 2002.
13
Gross sales of investment products for the three-month and six-month periods
ended June 30, 2003 and 2002 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
------- -------- -------- ------
Managed Assets:
Exchange-Traded Funds $ 2,798 $ 1,462 $ 4,525 $2,570
Mutual Funds 446 369 831 651
Managed Accounts 2,180 1,490 4,264 3,295
------- -------- -------- ------
Total Managed Assets 5,424 3,321 9,620 6,516
Defined Portfolios - - - 194
------- -------- -------- ------
Total $ 5,424 $ 3,321 $ 9,620 $6,710
======= ======== ======== ======
Gross sales of investment products in the second quarter were a record $5.4
billion, an increase of 63% versus the same quarter of the prior year. The
overwhelming response in June to our second preferred stock and convertible bond
exchange-traded fund enabled us to generate a total of $2.0 billion in new
assets. The leveraging of our first quarter 2003 preferred stock exchange-traded
fund offering added an additional $0.7 billion in assets. Sales of our mutual
fund products increased 21%, driven by a 32% increase in municipal mutual fund
sales. Managed account sales increased 46% as the addition of NWQ value accounts
and a 40% increase in municipal account sales were partially offset by a decline
in sales on our growth equity accounts.
Year-to-date sales increased $2.9 billion, driven by an increase in sales across
all product categories, most notably in exchange-traded funds. Combined, the two
preferred and convertible income exchange-traded funds offered this year raised
over $4 billion in new assets. The leveraging of our fourth quarter 2002 fund
offerings raised an additional $0.4 billion. This is an increase of $2.0 billion
versus the first half of 2002. Mutual fund sales increased 28% year-to-date
driven mainly by an increase in municipal mutual fund sales. Similar to the
second quarter, year-to-date managed account sales increased $1.0 billion driven
mainly by the addition of NWQ value account sales. Excluding NWQ value sales,
managed account sales declined $0.7 billion as increased fixed-income sales did
not offset the decline in sales of growth equity accounts.
14
Net flows of investment products for the three-month and six-month periods ended
June 30, 2003 and 2002 are shown below:
NET FLOWS
(in millions)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
------- -------- ------- -------
Managed Assets:
Exchange-Traded Funds $ 2,804 $ 1,467 $ 4,536 $ 2,581
Mutual Funds 106 93 195 138
Managed Accounts 178 (967) 462 (445)
------- -------- ------- -------
Total Managed Assets 3,088 593 5,193 2,274
Defined Portfolios - - - 194
------- -------- ------- -------
Total $ 3,088 $ 593 $ 5,193 $ 2,468
======= ======== ======= =======
Net flows for both the quarter and the year were positive across all product
categories, totaling $3.1 billion and $5.2 billion, respectively. Very strong
municipal managed account and mutual fund flows and our taxable fixed-income
exchanged-traded fund flows, together with positive flows of value-oriented
equity managed account flows more than offset outflows from growth equity
managed accounts.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT (1)
(in millions)
JUNE 30, DECEMBER 31, JUNE 30,
2003 2002 2002
-------- ------------ ----------
Exchange-Traded Funds $ 45,315 $ 39,944 $ 35,051
Mutual Funds 12,228 11,849 11,641
Managed Accounts - Retail 21,692 19,403 16,973
Managed Accounts - Institutional 9,023 8,523 4,831
-------- --------- ----------
Total $ 88,258 $ 79,719 $ 68,496
======== ========= ==========
(1) Excludes defined portfolio product assets under surveillance
Assets under management rose $19.8 billion or 29% since the end of the second
quarter of the prior year. Positive drivers were the acquisition of NWQ ($6.9
billion), positive net flows ($10.0 billion) and market appreciation ($2.9
billion). Assets under management grew $8.5 billion or 11% since the end of the
prior year, driven by positive net flows ($5.2 billion) and market appreciation
($3.3 billion) of both our stock and bond assets under management.
15
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES
(in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
-------- -------- -------- --------
Mutual Funds $ 15,354 $ 14,763 $ 30,306 $ 29,405
Exchange-Traded Products 54,863 46,444 106,457 91,312
Managed Accounts 28,830 24,849 57,528 50,494
-------- -------- -------- --------
Total $ 99,047 $ 86,056 $194,291 $171,211
======== ======== ======== ========
Advisory fees increased 15% for the quarter and 13% year-to-date driven mainly
by the inclusion of NWQ advisory fees. Excluding the impact of the NWQ
acquisition, advisory fees grew 4% for the quarter and 2% year-to-date as
increases in advisory fees on exchange-traded products, municipal mutual funds
and municipal managed accounts were partially offset by a decline in fees on
equity mutual funds and growth equity managed accounts. Base fees on our
alternative-investment managed accounts also declined for the quarter and
year-to-date.
Underwriting and distribution revenue for the three-month and six-month periods
ended June 30, 2003 and 2002 is shown in the following table:
UNDERWRITING AND DISTRIBUTION REVENUE
(in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
-------- -------- -------- --------
Mutual Funds $ 133 $ 521 $ 155 $ 1,334
Defined Portfolios (23) 51 (15) 2,607
Exchange-Traded Products 3,168 1,095 4,722 2,597
-------- -------- -------- --------
Total $ 3,278 $ 1,667 $ 4,862 $ 6,538
======== ======== ======== ========
Underwriting and distribution revenue increased fairly significantly for the
quarter mainly as a result of underwriting revenue earned on our second quarter
exchange-traded fund offering. Mutual fund distribution revenue declined due to
the write-off of commissions advanced on the sale of certain shares of the
Nuveen Floating Rate fund. These advanced commissions were being amortized over
the Securities and Exchange Commission Rule 12b-1 period (one to eight years).
The Floating Rate Fund was closed in the second quarter of 2003.
Year-to-date underwriting and distribution revenue declined as an increase in
underwriting revenue on our exchange-traded funds was offset by the decline in
distribution revenue on mutual funds and a decline in defined portfolio
distribution revenue resulting from the discontinuation of this product line.
The decline in mutual fund distribution revenue is due to an increase in
commissions paid to distributors on high dollar value sales, a shift in sales by
share class and the write-off of advanced commissions on the Nuveen Floating
Rate Fund.
16
PERFORMANCE FEES/OTHER OPERATING REVENUE
Performance fees/other operating revenue consists of performance fees earned on
institutional assets managed by Symphony and various fees earned in connection
with services provided on behalf of our defined portfolio assets under
surveillance. The $1.1 million increase in other operating revenue for the
second quarter of 2003 and the $3.2 million increase year-to-date is primarily
due to increases of $2.3 million and $5.0 million in Symphony performance fees
for the quarter and year-to-date, respectively. The majority of the increase in
performance fees is attributable to redemptions that occurred in the second
quarter of 2003, which resulted in the early payment of performance fees that
otherwise would have been paid later in the year. These increases were partially
offset by a decline in fees earned on defined portfolio assets under
surveillance as a result of a decline in the overall level of these assets.
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
six-month periods ended June 30, 2003 and 2002:
OPERATING EXPENSES
(in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
-------- -------- -------- --------
Compensation and Benefits $ 29,063 $ 21,718 $ 57,943 $ 44,570
Advertising and Promotion 3,096 3,500 5,651 6,967
Occupancy and Equipment 4,922 4,153 9,824 8,172
Amortization of Intangibles 1,302 698 2,604 1,411
Travel and Entertainment 1,956 2,132 3,736 4,113
Outside Services 1,917 2,277 3,815 4,191
Other Operating Expenses 7,355 6,077 13,279 14,157
-------- -------- -------- --------
Total $ 49,611 $ 40,555 $ 96,852 $ 83,581
======== ======== ======== ========
SUMMARY
Operating expenses increased 22% for the quarter and 16% year-to-date driven
almost entirely by the inclusion of expenses for NWQ. Excluding the impact of
the NWQ acquisition, operating expenses increased less than 5% for the quarter
versus last year and declined 1% year-to-date.
COMPENSATION AND BENEFITS
Compensation and benefits increased 34% for the quarter and 30% year-to-date
driven mainly by the inclusion of NWQ expenses. Excluding NWQ, compensation and
benefits increased approximately 10% for both the quarter and year-to-date. Base
compensation was up only slightly as salary increases were offset by headcount
reductions made in connection with the discontinuation of the defined portfolio
business. Profit sharing expense increased due primarily to an increase in
expense at Symphony as a result of the increase in performance fees.
17
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional expenditures decreased $0.4 million for the quarter
and $1.3 million year-to-date due to a reduction in spending as a result of a
more focused deployment of our marketing resources and the discontinuation of
our defined portfolio business.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased $0.6 million for the quarter and $1.2
million year-to-date due to an increase in amortization of intangible assets
related to the NWQ acquisition.
ALL OTHER OPERATING EXPENSES
All other operating expenses, including occupancy and equipment costs, travel
and entertainment, outside service fees, fund organization costs and other
expenses increased $1.5 million for the quarter mainly as a result of the NWQ
acquisition. Excluding NWQ, expenses were consistent with the same quarter of
the prior year.
Year-to-date, all other operating expenses were flat, despite the addition of
expenses for NWQ. Excluding NWQ, all other operating expenses declined $3.1
million due mainly to a reduction in employee related costs as a result of
severance recorded in the first half of 2002 related to the discontinuation of
the defined portfolio business.
NON-OPERATING INCOME/(EXPENSE)
Non-operating income/(expense) includes investment and other income and interest
expense. Investment and other income is comprised primarily of dividends and
interest income from investments, realized gains and losses on investments and
miscellaneous income, including gain or loss on the disposal of property.
The overall increase in non-operating expense of approximately $1.2 million in
the second quarter and $2.0 million year-to-date was primarily the result of an
increase in net interest expense. Interest and dividend revenues declined $0.6
million in the second quarter and $1.3 million year-to-date due primarily to a
decline in cash on hand as a result of the NWQ acquisition, the stock repurchase
program and a reduction in yields on our invested cash. Interest expense for the
quarter increased $0.8 million for the quarter and $1.1 million year-to-date
compared with the prior year as a result of the debt incurred in association
with the acquisition of NWQ.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities," was issued in April 2003 and is effective for contracts entered
into or modified after June 30, 2003. SFAS No. 149 amends SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts. SFAS No. 149 is not expected to have a material impact on our
consolidated financial statements.
SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity," was issued in May 2003 and is effective for
financial statements for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. SFAS No. 150 establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is not expected to
have a material impact on our consolidated financial statements.
18
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, " which
provides new accounting guidance on when to consolidate a variable interest
entity. A variable interest entity exists when either the total equity
investment at risk is not sufficient to permit the entity to finance its
activities by itself, or the equity investors lack one of three characteristics
associated with owning a controlling financial interest. Those characteristics
include the direct or indirect ability to make decisions about an entity's
activities through voting rights or similar rights, the obligation to absorb the
expected loss of an entity if they occur, and the right to receive the expected
residual return of the entity if they occur. We do not expect that the adoption
of this Interpretation will have any impact on our consolidated financial
statements.
CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION
Our principal businesses are not capital intensive and, historically, we have
met our liquidity requirements through cash flow generated by operations. In
addition, our broker/dealer subsidiary occasionally utilizes available,
uncommitted lines of credit, which approximate $120 million, to satisfy
periodic, short-term liquidity needs. As of June 30, 2003, no borrowings were
outstanding on these uncommitted lines of credit. In August 2000, we entered
into a $250 million committed line of credit with a group of banks to ensure an
ongoing liquidity source for general corporate purposes including acquisitions.
This committed line is divided into two equal facilities -- one with a
three-year term and one that is renewable every 364 days. The 364-day facility
was renewed in both August 2001 and August 2002. At June 30, 2003, there was
$130 million of debt outstanding under this revolving line of credit. This
facility was scheduled to expire, and all of this debt to become due, in August
of 2003. Prior to its expiration, the Company entered into a new $250 million
committed line of credit with a new group of banks to replace the expiring
facility. The terms of the new facility are similar to the prior facility,
including its being divided into two equal facilities - one with a three-year
term and one renewable every 364 days. The $130 million of debt outstanding
under the prior facility at June 30, 2003, which was subsequently reduced to
$125 million, is now outstanding under the new facility.
On July 31, 2002, we entered into a $250 million revolving loan agreement with
our majority shareholder, The St. Paul Companies, Inc. ("St. Paul"). This loan
facility carries a floating interest rate of LIBOR plus a margin of up to 0.25%.
At June 30, 2003 the total amount of debt outstanding under this facility was
$105 million. This facility was scheduled to expire, and all of this debt to
become due, in July of 2003. It was amended prior to expiration and currently
provides for no scheduled expiration date. Borrowings under this facility are
now required to be repaid within 30 days of demand by St. Paul.
Options to purchase 391,122 shares of Rittenhouse non-voting Class B common
stock were exercised by current and former employees on April 11, 2003 under the
Rittenhouse Financial Services, Inc. 1997 Equity Incentive Award Plan.
Rittenhouse accounted for these options in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." As a result of this exercise, the
Company has recorded $42.5 million of minority interest on its consolidated
balance sheet. The minority interest will remain in place as long as the
associated shares remain outstanding. The Company has the right, but not
19
the obligation, to repurchase the stock beginning in October 2003. In the event
that the stock is repurchased, any purchase price in excess of the exercise
price will be added to goodwill associated with the Company's acquisition of
Rittenhouse. The Company would expect to meet its liquidity needs for any
repurchase through use of available cash balances or available borrowings under
credit facilities.
As part of the NWQ acquisition, key management purchased a non-controlling,
member interest in NWQ Investment Management Company, LLC. The non-controlling
interest of $3.0 million as of June 30, 2003, is reflected in minority interest
in the consolidated balance sheet. This purchase allows management to
participate in profits of NWQ above specified levels beginning January 1, 2003.
During the first half of 2003, we recorded approximately $0.6 million of
minority interest expense, which reflects the portion of profits, applicable to
the minority interest. Beginning in 2004 and continuing through 2008, the
Company has the right to purchase the non-controlling members' respective
interests in NWQ.
At June 30, 2003, we held in treasury 28,187,758 shares of Class A common stock
acquired in open market transactions. During the second quarter, we repurchased
282,462 Class A common shares in open market transactions. Year-to-date we have
repurchased 879,662 such shares. As part of a new share repurchase program
approved on August 9, 2002, we are authorized to purchase up to 7.0 million
shares of common stock. As of June 30, 2003, there were 5.0 million shares
remaining under this new share repurchase plan.
During the first half of 2003, we paid out dividends on common shares totaling
$24.1 million, $12.0 million of which was paid in the second quarter of 2003.
Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 3 to
Consolidated Financial Statements).
Management believes that cash provided from operations and borrowings available
under its uncommitted and committed credit facilities will provide us with
sufficient liquidity to meet our operating needs for the foreseeable future.
INFLATION
Our assets are, to a large extent, liquid in nature and therefore not
significantly affected by inflation. However, inflation may result in increases
in our expenses, such as employee compensation, advertising and promotional
costs, and office occupancy costs. To the extent inflation, or the expectation
thereof, results in rising interest rates or has other adverse effects upon the
securities markets and on the value of financial instruments, it may adversely
affect our financial condition and results of operations. A substantial decline
in the value of fixed-income or equity investments could adversely affect the
net asset value of funds we manage, which in turn would result in a decline in
investment advisory and performance fee revenue.
FORWARD-LOOKING INFORMATION AND FACTORS THAT MAY AFFECT OUR FUTURE RESULTS
From time to time, information we provide or information included in our filings
with the SEC (including Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Notes to Consolidated Financial
Statements in this report on Form 10-Q) may contain statements that are not
historical facts, but are "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or future financial performance and reflect management's
expectations and opinions. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "could", "would", "should",
"expect", "plan", "anticipate", "intend", "believe", "estimate", "predict" or
"potential" or comparable terminology.
20
These statements are only predictions, and our actual future results may differ
significantly from those anticipated in any forward-looking statements due to
numerous known and unknown risks, uncertainties and other factors. All of the
forward-looking statements are qualified in their entirety by reference to the
factors discussed below. These factors may not be exhaustive, and we cannot
predict the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those predicted in any forward-looking
statements. We undertake no responsibility to update publicly or revise any
forward-looking statements.
Risks, uncertainties and other factors that pertain to our business and the
effects of which may cause our assets under management, earnings, revenues,
profit margins, and/or our stock price to decline include: (1) the effects of
the substantial competition that we, like all market participants, face in the
investment management business, including competition for continued access to
the brokerage firms' retail distribution systems and "wrap fee" managed account
programs where the loss of such access would cause a resulting loss of assets;
(2) the adverse effects of declines in securities markets on our assets under
management and future offerings; (3) the adverse effects of increases in
interest rates from their present levels on the net asset value of our assets
under management that are invested in fixed income securities and the magnifying
effect such increases in interest rates may have on our leveraged closed end
exchange traded funds; (4) the adverse effects of poor investment performance by
our managers or declining markets resulting in redemptions, loss of clients, and
declines in asset values; (5) our failure to comply with contractual
requirements and/or guidelines in our client relationships, which could result
in losses that the client could seek to recover from us and in the client
withdrawing its assets from our management; (6) the competitive pressures on the
management fees we charge; (7) our failure to comply with various government
regulations such as the Investment Advisers Act and the Investment Company Act
of 1940 and other federal and state securities laws that impose, or may in the
future impose, numerous obligations on investment firms and the Securities
Exchange Act of 1934 and other federal and state securities laws and the rules
of National Association of Securities Dealers that impose, or may in the future
impose, numerous obligations on our broker dealer Nuveen Investments, LLC, where
the failure to comply with such requirements could cause the SEC or other
regulatory authorities to institute proceedings against our investment advisers
and/or broker dealer and impose sanctions ranging from censure and fines to
termination of an investment adviser or broker dealer's registration and
otherwise prohibiting an adviser from serving as an adviser; (8) our reliance on
revenues from investment management contracts that are subject to annual renewal
by the independent board of trustees overseeing the related funds according to
their terms; (9) the loss of key employees that could lead to loss of assets;
(10) burdensome regulatory developments; (11) the impact of recent accounting
pronouncements; and (12) unforeseen developments in litigation involving the
securities industry or the Company.
21
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
JUNE 30, 2003
MARKET RISK
In addition to the various risks previously discussed in this report, we are
exposed to market risk from changes in interest rates, which may adversely
affect our results of operations and financial condition. In the past, we were
exposed to this risk primarily in our fixed-income defined portfolio inventory
and, at times, sought to minimize the risks from interest rate fluctuations
through the use of derivative financial instruments. As a result of our decision
to discontinue our defined portfolio product line, we no longer regularly
purchase and hold for resale municipal securities and defined portfolio units.
Therefore, it is no longer necessary to utilize futures contracts to minimize
risk. Correspondingly, there were no open derivative financial instruments at
June 30, 2003.
We invest in short-term debt instruments, classified as "Cash and cash
equivalents" on our consolidated balance sheet. The investments are treated as
collateralized financing transactions and are carried at the amounts at which
they will be subsequently resold, including accrued interest. We also invest in
certain Company-sponsored managed investment funds that invest in a variety of
asset classes.
We do not believe that the effect of any reasonably likely near-term changes in
interest rates would be material to our financial position, results of
operations or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chairman and Chief Executive Officer, President, and Senior Vice
President, Finance, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b). Based upon that evaluation, the Company's Chairman and Chief
Executive Officer, President, and Senior Vice President, Finance concluded that
the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings. In connection with management's evaluation, pursuant to Exchange Act
Rule 13a-15(d), no changes during the quarter ended June 30, 2003 were
identified that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 16, 2003, the nine
directors were elected for a one-year term expiring at the annual
meeting to be held in 2004. The following individuals were elected
directors by the vote of holders of the following number of shares of
Class A and Class B Common Stock represented at the meeting, voting
together as a single class:
DIRECTOR FOR WITHHELD BROKER NON-VOTE
- -------- --- -------- ---------------
Timothy R. Schwertfeger 85,339,600 5,147,493 0
John P. Amboian 90,146,833 340,260 0
Willard L. Boyd 89,329,703 1,157,390 0
W. John Driscoll 89,328,663 1,158,430 0
Duane R. Kullberg 89,345,347 1,141,746 0
Roderick A. Palmore 89,332,489 1,154,604 0
The following individuals were elected as Class B directors by the
vote of holders of the following number of shares of Class B Common
Stock represented at the meeting, voting as a separate class:
CLASS B DIRECTOR FOR WITHHELD BROKER NON-VOTE
- ---------------- --- -------- ---------------
Jay S. Fishman 73,325,214 0 0
Thomas A. Bradley 73,325,214 0 0
William H. Heyman 73,325,214 0 0
The proposal to ratify the selection of KPMG LLP as independent
auditors for the Company was approved by a vote of 89,809,536 shares
in favor, 629,438 shares opposed and 48,119 shares abstaining.
ITEM 5. OTHER INFORMATION
The next annual shareholder meeting for Nuveen Investments, Inc. has
been set for Friday, May 14, 2004 in Chicago, Illinois.
23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Certain of the following exhibits, as indicated
parenthetically, were previously filed as exhibits to
registration statements or reports filed by the Company with
the Commission and are incorporated herein by reference to
such statements or reports and made a part hereof. Exhibit
numbers which are identified with an asterisk (*) have such
documents filed herewith. See exhibit index on page E-1.
3.1 Restated Certificate of Incorporation of the Company
(Exhibit 3.1 to Registration Statement on Form S-1
filed on April 2, 1992, File No. 33-46922).
3.2 Certificate of Designations, Preferences and Rights
of 5% Cumulative Convertible Preferred Stock of the
Company (Exhibit 3.1(a) to the Company's Form 10-Q
for quarter ended September 30, 2000).
3.3 Amendment to Restated Certificate of Incorporation of
the Company (Exhibit 3.1(b) to the Company's Form
10-K for year ended December 31, 2002).
3.4 Certificate of Ownership and Merger (Exhibit 3.1(c)
to the Company's Form 10-K for year ended December
31, 2002).
3.5 Amended and Restated By-Laws of the Company (Exhibit
3.2 to the Company's Form 10-K for year ended
December 31, 1993).
10.1* Investment Management Agreement and Expense
Reimbursement Agreement between Nuveen Preferred and
Convertible Income Fund 2 and Nuveen Institutional
Advisory Corp.
10.2* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Preferred and Convertible Income Fund 2,
and Spectrum Asset Management, Inc.
10.3* Investment Sub-Advisory Agreement between Nuveen
Institutional Advisory Corp., as investment manager
of Nuveen Preferred and Convertible Income Fund 2,
and Froley, Revy Investment Co., Inc.
10.4* Amendment to Revolving Loan Agreement, dated as of
July 15, 2003, between The St. Paul Companies, Inc.
and the Company.
31.1* Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act of
1934.
31.2* Certification of President pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934.
31.3* Certification of Principal Financial and Accounting
Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.
24
32.1* Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial and Accounting
Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
b) Reports on Form 8-K
On April 16, 2003, a report on Form 8-K relating to the
Company's April 15, 2003 press release was filed with the
Securities and Exchange Commission. The press release
announced the Company's first quarter 2003 earnings results.
On July 15, 2003, a report on Form 8-K relating to the
Company's July 15, 2003 press release was filed with the
Securities and Exchange Commission. The press release
announced the Company's second quarter 2003 earnings results.
25
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
(Registrant)
DATE: August 13, 2003 By /s/ John P. Amboian
-------------------------------------
John P. Amboian
President
DATE: August 13, 2003 By /s/ Margaret E. Wilson
-------------------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting
Officer)
26
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.1 Investment Management Agreement and Expense Reimbursement Agreement between Nuveen Preferred and
Convertible Income Fund 2 and Nuveen Institutional Advisory Corp.
10.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp., as investment manager
of Nuveen Preferred and Convertible Income Fund 2, and Spectrum Asset Management, Inc.
10.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp., as investment manager
of Nuveen Preferred and Convertible Income Fund 2, and Froley, Revy Investment Co., Inc.
10.4 Amendment to Revolving Loan Agreement, dated as of July 15, 2003, between The St. Paul Companies,
Inc. and the Company.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934.
31.2 Certification of President pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.3 Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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