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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 SEPTEMBER 30, 2004
[ ] 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 November 3, 2004, there were 92,737,829 shares of the Company's Common
Stock outstanding, consisting of 19,412,615 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),
September 30, 2004 and December 31, 2003 3
Consolidated Statements of Income (Unaudited),
Three Months Ended September 30, 2004 and 2003
Nine Months Ended September 30, 2004 and 2003 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Nine Months Ended September 30, 2004 5
Consolidated Statements of Cash Flows (Unaudited),
Nine Months Ended September 30, 2004 and 2003 6
Notes to Consolidated Financial Statements
(Unaudited) 7
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk 24
ITEM 4.
Controls and Procedures 24
PART II. OTHER INFORMATION
Item 1 through Item 6 25
Signatures 27
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
ASSETS
Cash and cash equivalents $ 195,471 $ 161,584
Management and distribution fees receivable 50,754 54,972
Other receivables 20,602 10,103
Furniture, equipment, and leasehold improvements, at cost less accumulated
depreciation and amortization of $50,391 and $44,543, respectively 28,037 29,973
Other investments 82,213 70,721
Goodwill 549,811 535,271
Other intangible assets, net of accumulated amortization of $14,479 and $10,634,
respectively 54,671 58,516
Other assets 34,730 33,253
------------- -----------
$ 1,016,289 $ 954,393
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 305,364 $ 302,113
Accounts payable 29,089 33,242
Accrued compensation and other expenses 64,459 67,915
Deferred compensation 34,126 30,707
Deferred income tax liability, net 16,893 13,501
Other liabilities 18,297 23,707
------------- -----------
Total liabilities 468,228 471,185
------------- -----------
Minority interest 2,110 4,228
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 204,947 188,899
Retained earnings 827,454 763,301
Unamortized cost of restricted stock awards (84) (50)
Accumulated other comprehensive loss (1,414) (2,641)
------------- -----------
1,032,112 950,718
Less common stock held in treasury, at cost (28,314,201 and 28,405,108
shares, respectively) (486,161) (471,738)
------------- -----------
Total common stockholders' equity 545,951 478,980
------------- -----------
$ 1,016,289 $ 954,393
============= ===========
The Company began expensing the cost of stock options on April 1, 2004. All
historical financial information has been restated.
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ------------------------
2004 2003 2004 2003
---------- --------- ---------- ----------
Operating revenues:
Investment advisory fees from assets under management $ 120,989 $ 103,479 $ 348,689 $ 297,770
Product distribution 2,290 2,169 6,551 7,031
Performance fees/other revenue 8,338 15,179 16,484 23,670
---------- --------- ---------- ----------
Total operating revenues 131,617 120,827 371,724 328,471
Operating expenses:
Compensation and benefits 45,380 40,440 121,264 105,362
Advertising and promotional costs 3,460 2,834 9,601 8,485
Occupancy and equipment costs 5,018 4,732 14,607 14,556
Amortization of intangible assets 1,273 1,302 3,845 3,906
Travel and entertainment 1,730 1,955 5,681 5,691
Outside and professional services 5,507 5,170 16,752 14,708
Other operating expenses 4,792 5,248 15,085 12,803
---------- --------- ---------- ----------
Total operating expenses 67,160 61,681 186,835 165,511
Operating income 64,457 59,146 184,889 162,960
Interest expense and other (626) (1,816) (384) (3,713)
---------- --------- ---------- ----------
Income before taxes 63,831 57,330 184,505 159,247
Income taxes 24,769 22,341 71,588 62,079
---------- --------- ---------- ----------
Net income $ 39,062 $ 34,989 $ 112,917 $ 97,168
========== ========= ========== ==========
Average common and common equivalent shares outstanding:
Basic 92,435 92,773 92,636 92,605
========== ========= ========== ==========
Diluted 95,415 96,296 95,738 95,924
========== ========= ========== ==========
Earnings per common share:
Basic $ 0.42 $ 0.38 $ 1.22 $ 1.05
========== ========= ========== ==========
Diluted $ 0.41 $ 0.36 $ 1.18 $ 1.01
========== ========= ========== ==========
The Company began expensing the cost of stock options on April 1, 2004. All
historical financial information has been restated.
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, 2003 $ 476 $ 733 $ 188,899 $763,301 $ (50) $ (2,641) $(471,738) $ 478,980
Net income 112,917 112,917
Cash dividends paid (47,258) (47,258)
Amortization of restricted
stock awards 55 55
Purchase of treasury stock (41,283) (41,283)
Exercise of stock options (4,023) (1,469) 26,500 21,008
Issuance of deferred stock (66) 300 234
Grant of restricted shares 29 (89) 60 -
Compensation expense on options 12,296 12,296
Tax benefit of options exercised 7,775 7,775
Other comprehensive income 1,227 1,227
------- ------- ---------- -------- ------------ ------------- --------- -----------
Balance at September 30, 2004 $ 476 $ 733 $ 204,947 $827,454 $ (84) $ (1,414) $(486,161) $ 545,951
======= ======= ========== ======== ============ ============= ========= ===========
The Company began expensing the cost of stock options on April 1, 2004. All
historical financial information has been restated.
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------
2004 2003
------------- ------------
Cash flows from operating activities:
Net income $ 112,917 $ 97,168
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 2,739 8,103
Depreciation of office property, equipment and leaseholds 5,874 5,727
Amortization of intangible assets 3,845 3,906
Amortization of debt related costs, net (390) 3
Compensation expense for options 12,296 10,709
Net (increase) decrease in assets:
Management and distribution fees receivable 4,218 (377)
Other receivables (10,499) (2,840)
Other assets (1,477) (821)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (3,456) (109)
Deferred compensation 3,419 2,223
Accounts payable (4,153) 4,675
Other liabilities (5,007) 96
Other, consisting primarily of the tax effect of options exercised 7,944 9,749
------------ ------------
Net cash provided from operating activities 128,270 138,212
------------ ------------
Cash flows from financing activities:
Repayment of notes payable - (5,000)
Dividends paid (47,258) (37,980)
Proceeds from stock options exercised 21,008 14,960
Acquisition of treasury stock (41,283) (30,674)
Net private placement related items 3,847 101
------------ ------------
Net cash used for financing activities (63,686) (58,593)
------------ ------------
Cash flows from investing activities:
Net purchase of office property and equipment (3,941) (6,045)
Proceeds from sales of investment securities 1,003 417
Purchases of investment securities (13,500) (1,821)
Contingent consideration for Symphony acquisition (1,639) (7,932)
Proceeds from Rittenhouse stock options exercised - 42,474
Repurchase of NWQ Class 2 minority members' interests (15,424) -
Other, consisting primarily of the change in other investments 2,804 (2,756)
------------ ------------
Net cash (used for)/provided from investing activities (30,697) 24,337
------------ ------------
Increase in cash and cash equivalents 33,887 103,956
Cash and cash equivalents:
Beginning of year 161,584 70,480
------------ ------------
End of period $ 195,471 $ 174,436
------------ ------------
Supplemental Information:
Taxes paid $ 68,671 $ 41,730
Interest paid $ 12,453 $ 5,050
The Company began expensing the cost of stock options on April 1, 2004. All
historical financial information has been restated.
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2004
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.
Effective April 1, 2004, the Company began expensing the cost of stock options
per the fair value recognition provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." The
retroactive restatement method described in SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" was adopted and the
results for prior years have been restated (see Note 2). Compensation cost
recognized is the same as that which would have been recognized had the fair
value method of SFAS No. 123 been applied from its original effective date.
Prior to April 1, 2004, the Company accounted for stock option plans under the
provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations.
Certain other amounts in the prior year financial statements have been
reclassified to conform to the 2004 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 STOCK-BASED COMPENSATION
Effective April 1, 2004, the Company adopted the fair value recognition
provisions of SFAS No. 123 using the retroactive restatement method described in
SFAS No. 148. Under the fair value recognition provisions of SFAS No. 123,
stock-based compensation cost is measured at the grant date based on the value
of the award and is recognized as expense over the lesser of the options'
vesting period or the related employee service period. A Black-Scholes
option-pricing model was used to determine the fair value of each award at the
time of the grant.
7
The following table provides the effect of the restatement on net income and
earnings per share (in thousands, except per share data):
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
------------- ------------- ------------- -------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
As Reported-
Net Income $ 39,062 $ 37,368 $ 112,917 $ 104,012
Basic EPS $ 0.42 $ 0.40 $ 1.22 $ 1.12
Diluted EPS $ 0.41 $ 0.39 $ 1.18 $ 1.08
As Restated-
Net Income n/a $ 34,989 n/a $ 97,168
Basic EPS n/a $ 0.38 n/a $ 1.05
Diluted EPS n/a $ 0.36 n/a $ 1.01
The December 31, 2003 consolidated balance sheet has been restated for the
retroactive adoption of the fair value recognition provisions of SFAS No. 123,
which resulted in a $26.4 million increase in additional paid in capital, a
$11.4 million decrease in retained earnings, and a $15.0 million decrease in
deferred tax liabilities.
NOTE 3 EARNINGS PER COMMON SHARE
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 nine-month periods ended September 30, 2004
and September 30, 2003.
In thousands, For the three months ended
except per share data September 30, 2004 September 30, 2003
- ------------------------- --------------------------- -------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
-------- ------ --------- -------- ------- ---------
Basic EPS $ 39,062 92,435 $ 0.42 $ 34,989 92,773 $ 0.38
Dilutive effect of:
Deferred stock - 458 - 466
Employee stock options - 2,522 - 3,057
-------- ------ -------- ------
Diluted EPS $ 39,062 95,415 $ 0.41 $ 34,989 96,296 $ 0.36
-------- ------ -------- ------
In thousands, For the nine months ended
except per share data September 30, 2004 September 30, 2003
- ------------------------- --------------------------- -------------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
-------- ------ --------- -------- ------- ---------
Basic EPS $112,917 92,636 $1.22 $97,168 92,605 $1.05
Dilutive effect of:
Deferred stock - 456 - 465
Employee stock options - 2,646 - 2,854
-------- ------ ------- ------
Diluted EPS $112,917 95,738 $1.18 $97,168 95,924 $1.01
-------- ------ ------- ------
8
Options to purchase 5,251,202 and 2,170,000 shares of the Company's common stock
were outstanding at September 30, 2004 and 2003, respectively, but were not
included in the computation of diluted earnings per share because the options'
respective weighted average exercise prices of $28.44 and $27.50 per share were
greater than the average market price of the Company's common shares during the
applicable period.
NOTE 4 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" (the "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 September 30,
2004, Nuveen Investments, LLC's net capital ratio was 1.58 to 1 and its net
capital was $22,200,000, which was $19,859,000 in excess of the required net
capital of $2,340,000.
NOTE 5 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2003 to September 30, 2004 presented on our
consolidated balance sheets (in thousands):
Goodwill
- --------
Balance at December 31, 2003 $ 535,271
Symphony acquisition - contingent consideration 1,639
NWQ repurchase of Class 2 minority interests 12,923
Other (22)
----------
Balance at September 30, 2004 $ 549,811
----------
As part of the NWQ acquisition, key employees purchased three classes of
non-controlling member interests in NWQ (Class 2, Class 3, and Class 4
interests). The purchase allows NWQ key employees to participate in profits of
NWQ above specified levels beginning January 1, 2003. Beginning in 2004 and
continuing through 2008, the Company has the right to purchase the
non-controlling members' respective interests in NWQ. On February 13, 2004, the
Company exercised its right to call 100% of the Class 2 NWQ minority members'
interests for $15.4 million. Of the total amount paid, approximately $12.9
million was recorded as goodwill, with the remainder being recorded as a return
of capital.
SFAS No. 142, "Goodwill and Other Intangible Assets," requires an annual
goodwill impairment test. The results of our last annual test indicated that, as
of May 31, 2004, there was 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
September 30, 2004 and December 31, 2003 (in thousands):
9
At September 30, 2004 At December 31, 2003
----------------------- -----------------------
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 7,112 43,800 5,445
Internally developed software 1,622 1,026 1,622 783
Favorable lease 369 369 369 343
NWQ customer contracts 22,900 5,513 22,900 3,604
-------- -------- -------- ---------
Total $ 69,150 $ 14,479 $ 69,150 $ 10,634
-------- -------- -------- ---------
The projected amortization for the next five years is approximately $1.3 million
for the remaining three months of 2004, and annual amortization of $5.1 million
for 2005, $5.0 million for 2006, and $4.8 million for each of 2007 and 2008.
NOTE 6 NOTES PAYABLE
At September 30, 2004 and December 31, 2003, notes payable on the accompanying
consolidated balance sheets were comprised of the following (in thousands):
SEPTEMBER 30, 2004 DECEMBER 31, 2003
------------------ -----------------
Private placement debt $ 300,000 $ 300,000
Net unamortized private placement fees (1,665) (1,787)
Net unamortized gains on unwinding of swaps 7,029 3,828
Fair value of open interest rate swap - 72
---------- ---------
Total $ 305,364 $ 302,113
========== =========
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). These notes mature on September 19, 2008 and
carry a fixed coupon rate of 4.22%, payable semi-annually. These notes, which
were issued at 100% of par, are unsecured, and are prepayable at any time in
whole or in part. In the event of prepayment, the Company will pay an amount
equal to par plus accrued interest plus a "make-whole premium," if applicable.
Proceeds from the private placement debt were used to refinance existing debt
and for general corporate purposes.
In connection with the private placement debt, we entered into a series of
treasury rate lock and interest rate swap transactions (See Note 7). The
resultant net gain on these transactions along with the private placement debt
issuance costs are being amortized over the term of the private placement debt.
After considering both the debt issuance costs and the derivative transactions,
our current effective interest rate on the private placement debt is 3.8%
At September 30, 2004 and December 31, 2003, the fair value of our outstanding
debt was $299.2 million.
10
The Company also has lines of credit with a group of banks and a revolving loan
agreement with its majority shareholder, The St. Paul Travelers Companies, Inc.
("St. Paul Travelers"). The line of credit with the group of banks is a
revolving credit line of $250 million, entered into on August 7, 2003. This
committed line is divided into two equal facilities-- one with a three-year term
that expires in August 2006, and one with a term of 364 days that expires in
August 2005. Proceeds from borrowings under this facility may be 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 0.12% of the committed amount for the
three-year facility and 0.10% of the committed amount for the 364-day facility.
The revolving loan agreement with St. Paul Travelers was entered into on July
31, 2002. This $250 million loan facility was originally set to expire on July
15, 2003, however it was amended prior to this expiration date to provide for no
scheduled expiration date, but to specify that borrowings would be required to
be repaid within 30 days demand by St. Paul Travelers. This loan facility
carries a floating interest rate of LIBOR plus a margin of up to 0.25%. At
September 30, 2004 and December 31, 2003, there were no amounts outstanding
under these lines of credit.
NOTE 7 DERIVATIVE FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an Amendment of FASB Statement No. 133" and further amended by SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities,"
states that, unless a derivative qualifies as a hedge, the gain or loss from a
derivative instrument must be recorded currently into earnings. Under SFAS No.
133, three types of hedges are recognized: fair value hedges, cash flow hedges,
and hedges of a corporation's net investments in foreign operations.
Fair value hedges. An entity may designate a derivative instrument as hedging
the exposure to changes in the fair value (market value) of financial assets or
liabilities. For example, a fixed rate bond's market value changes when
prevailing market interest rates change. Hedging the fixed-rate bond's price
risk with a derivative would be considered a fair value hedge.
Cash flow hedges. An entity may also designate a derivative instrument as
hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk. That exposure may be associated with an
existing recognized asset or liability or a forecasted transaction.
As discussed in Note 6, in anticipation of the private placement debt issuance,
the Company entered into a series of treasury rate lock transactions with an
aggregate notional amount of $100 million. These treasury rate locks are
accounted for as cash-flow hedges, as they hedged against the variability in
future projected interest payments on the then-forecasted issuance of fixed rate
debt (the private placement debt) attributable to changes in interest rates. The
prevailing treasury rates had declined by the time of the private placement debt
issuance and the locks were settled for a payment by the Company of $1.5
million. The Company has recorded this loss in "Accumulated Other Comprehensive
Income/(Loss)" in the accompanying consolidated balance sheets, as the treasury
rate locks were considered highly effective for accounting purposes in
mitigating the interest rate risk on the forecasted debt issuance. Amounts
accumulated in other comprehensive loss will be reclassified into earnings
commensurate with the recognition of the interest expense on the newly issued
debt.
11
Also as discussed in Note 6, the Company entered into a series of interest rate
swap transactions. The Company entered into forward-starting interest rate swap
transactions as hedges against changes in a portion of the fair value of the
private placement debt. Under the agreements, payments were to be exchanged at
specified intervals based on fixed and floating interest rates. All of the
interest rate swap transactions were designated as fair value hedges to mitigate
the changes in fair value of the hedged portion of the private placement debt.
The Company determined that these interest rate swap transactions qualified for
treatment under the short-cut method of SFAS No. 133 of measuring effectiveness.
Certain of these interest rate swap transactions were cancelled. The
cancellation of these interest rate swap transactions resulted in a total gain
to the Company of $8.1 million. These gains are being amortized over the term of
the private placement debt, lowering the effective interest rate of the private
placement debt.
At September 30, 2004, there were no open interest rate swap transactions.
Included in "Other Investments" on our September 30, 2004 consolidated balance
sheet are certain swap agreements that have not been designated as hedging
instruments. These swaps are being used to re-create certain fixed income
indices for purposes of establishing new fixed income products that may be
offered to investors in the future. At September 30, 2004, the notional values
and related expiration dates of these swap agreements are as follows: $2.0
million of positions expiring in August 2005 and $2.6 million of positions
expiring in September 2009. For the three and nine months ended September 30,
2004, the net change in the fair value of these instruments totaled
approximately $14,000 and has been reflected in "Interest Expense and Other" in
the accompanying consolidated statement of income.
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
senior executives 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. 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. A portion
of the 5-year contingent consideration amount paid during the nine months ended
September 30, 2004 was used to extinguish the remaining loan balance of
$827,570. As of December 31, 2003, the remaining note receivable of
approximately $827,570 was included in other assets on our consolidated balance
sheets.
NOTE 9 RETIREMENT PLANS
On December 23, 2003, the Financial Accounting Standards Board ("FASB") released
a revised version of SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits." The revised version of SFAS No. 132 includes new
interim disclosure requirements regarding components of net periodic benefit
cost as well as estimated contributions.
12
The following table presents the components of the net periodic retirement
plans' benefit costs for the three and nine months ended September 30, 2004 and
September 30, 2003, respectively:
Three Months Three Months
Ended September 30, 2004 Ended September 30, 2003
------------------------ ------------------------
Total Post- Total Post-
Pension retirement Pension retirement
--------- ----------- --------- -----------
Service Cost $ 389,000 $ 52,000 $ 414,995 $ 34,337
Interest Cost 409,000 106,000 415,244 77,752
Expected Return on Assets (523,000) - (482,626) -
Amortization of:
Unrecognized Transition Asset - - - -
Unrecognized Prior Service Cost 1,000 (66,000) 1,626 (42,089)
Unrecognized (Gain)/Loss 29,000 - 43,992 -
--------- --------- --------- --------
Total $ 305,000 $ 92,000 $ 393,231 $ 70,000
========= ========= ========= ========
Nine Months Nine Months
Ended September 30, 2004 Ended September 30, 2003
------------------------- -------------------------
Total Post- Total Post-
Pension retirement Pension Retirement
------------ ---------- ------------ ----------
Service Cost $ 1,231,000 $ 156,000 $ 1,244,985 $ 205,725
Interest Cost 1,260,000 338,000 1,245,732 350,563
Expected Return on Assets (1,560,000) - (1,447,878) -
Amortization of:
Unrecognized Transition Asset - - - -
Unrecognized Prior Service Cost 4,000 (198,000) 4,878 (111,288)
Unrecognized (Gain)/Loss 112,000 10,000 131,976 -
----------- --------- ----------- ---------
Total $ 1,047,000 $ 306,000 $ 1,179,693 $ 445,000
=========== ========= =========== =========
The Company does not expect to make any contributions during 2004 to its pension
plans. For its postretirement benefit plan, the Company expects to contribute a
total of $350,000 during 2004; for the first nine months of 2004, the Company
has contributed approximately $300,105.
13
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2004
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, which include 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 separate account services, including privately offered
partnerships, to several institutional market segments and channels.
We derive a substantial portion of our revenue from investment advisory fees,
which are recognized as services are performed. These fees are directly related
to the market value of the assets we manage. Advisory fee revenues generally
will increase with a rise in the level of assets under management. Assets under
management will rise through sales of our investment products 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 company-sponsored defined
portfolio (unit investment trust) products we have sponsored into shares of
mutual funds. Fee income generally will decline when assets under management
decline, as would occur when the values of fund portfolio investments decrease
or when managed account withdrawals or mutual fund redemptions exceed gross
sales and reinvestments.
In addition to investment advisory fees, we have two other sources of revenue:
(1) performance fees and (2) underwriting and distribution revenue. Performance
fees are earned when investment performance on certain institutional accounts
exceeds a contractual threshold. Accordingly, performance fee revenue will rise
and fall with the performance of these accounts. These fees are recognized only
at the performance measurement date contained in the individual account
management agreement. Distribution revenue is earned when certain funds are sold
to the public through financial advisors. Correspondingly, distribution revenue
will rise and fall with the level of our sales of mutual fund products.
Underwriting fees are earned on the distribution of shares of our
exchange-traded funds through initial public offerings. The level of
underwriting 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 the fund.
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.
14
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of our operations for the
three-month and nine-month periods ended September 30, 2004 and 2003:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions except per share amounts)
FOR THE THIRD QUARTER OF FOR THE FIRST NINE MONTHS OF
2004 2003 % CHANGE 2004 2003 % CHANGE
----------- ---------- -------- ---------- -------- --------
Gross sales of investment products $ 5,751 $ 4,404 31% $ 17,831 $ 14,024 27%
Net flows of investment products 2,891 2,085 39 9,796 7,278 35
Assets under management (1)(2) 106,891 90,059 19 106,891 90,059 19
Operating revenues 131.6 120.8 9 371.7 328.5 13
Operating expenses 67.2 61.7 9 186.8 165.5 13
Net income 39.1 35.0 12 112.9 97.2 16
Basic earnings per share 0.42 0.38 11 1.22 1.05 16
Diluted earnings per share 0.41 0.36 14 1.18 1.01 17
Dividends per share 0.18 0.15 20 0.51 0.41 24
(1) At period end.
(2) Excludes defined portfolio assets under surveillance.
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.
Gross sales of investment products (which include new managed accounts, deposits
into existing managed accounts and the sale of open-end and exchange-traded fund
shares) for the three-month and nine-month periods ended September 30, 2004 and
2003 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
------- ------- ------- --------
Exchange-Traded Funds $ 640 $1,299 $ 2,175 $ 5,824
Mutual Funds 407 348 1,079 1,179
Managed Accounts 4,704 2,757 14,577 7,021
------ ------ ------- -------
Total $5,751 $4,404 $17,831 $14,024
====== ====== ======= =======
15
Third quarter gross sales increased 31%, year over year, to $5.8 billion. Retail
and institutional managed account sales grew $1.9 billion to $4.7 billion, up
71% versus the third quarter of the prior year. The largest driver of this
increase was a $2.0 billion increase in value-style equity managed account
sales. Also showing growth were municipal managed account sales, which increased
$0.1 billion or 10%. Sales of exchange-traded funds were down $0.7 billion from
the $1.3 billion we raised in the third quarter of 2003.
Year-to-date sales increased $3.8 billion or 27%. Consistent with sales for the
quarter, the increase was driven by an increase in managed account sales.
Year-to-date managed account sales more than doubled to $14.6 billion driven
mainly by value-style equity account sales which were more than three times the
level of sales in the comparable period of 2003.
Net flows of investment products for the three-month and nine-month periods
ended September 30, 2004 and 2003 are shown below:
NET FLOWS
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
------ ------- ------- --------
Exchange-Traded Funds $ 643 $ 1,305 $ 2,194 $ 5,842
Mutual Funds 141 (66) (20) 129
Managed Accounts 2,107 846 7,622 1,307
------ ------- ------- --------
Total $2,891 $ 2,085 $ 9,796 $ 7,278
====== ======= ======= ========
Net flows for the quarter totaled $2.9 billion, up 39% versus flows in the same
quarter of the prior year. All product lines experienced net inflows for the
quarter. Managed account flows more than doubled and nearly tripled to $2.1
billion driven by value-style equity and municipal account flows.
Year-to-date net flows totaled $9.8 billion. Both managed accounts and
exchange-traded funds experienced net inflows to date while mutual fund net
flows were fairly flat.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT
(in millions)
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
2004 2003 2003
------------- ------------ -------------
Exchange-Traded Funds $ 49,226 $ 47,094 $ 46,131
Mutual Funds 12,293 12,285 12,043
Managed Accounts - Retail 32,265 25,676 22,985
Managed Accounts - Institutional 13,107 10,301 8,900
-------- -------- --------
Total $106,891 $ 95,356 $ 90,059
======== ======== ========
16
Net assets under management of nearly $107 billion on September 30, 2004 were
19% higher than the $90.1 billion reported a year earlier and 12% higher than
end of the year assets. During both timeframes, we experienced asset growth
across all product categories.
The following table presents the component changes in our net assets under
management for the three-month and nine-month periods ended September 30, 2004
and September 30, 2003:
CHANGE IN NET ASSETS UNDER MANAGEMENT
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------- --------- -------- --------
Gross Sales $ 5,751 $ 4,404 $ 17,831 $ 14,024
Reinvested Dividends 87 102 240 272
Redemptions (2,947) (2,421) (8,275) (7,019)
------- ------- -------- --------
Net Flows 2,891 2,085 9,796 7,278
Appreciation/(Depreciation) 2,143 (284) 1,739 3,062
------- ------- -------- --------
Increase in Net Assets $ 5,034 $ 1,801 $ 11,535 $ 10,340
======= ======= ======== ========
For the three-month period ended September 30, 2004, the $5.0 billion increase
in net assets under management was driven by $2.9 billion in net flows coupled
with $2.1 billion in market appreciation, primarily on our fixed income assets.
For the nine-month period ended September 30, 2004, net flows of $9.8 billion
were coupled with $1.7 billion in market appreciation, resulting in a net
increase in net assets under management of $11.5 billion.
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------- --------- -------- --------
Exchange-Traded Funds $ 60,054 $ 56,626 $177,585 $162,758
Mutual Funds 15,629 15,357 47,237 45,589
Managed Accounts 45,306 31,496 123,867 89,423
-------- --------- -------- --------
Total $120,989 $ 103,479 $348,689 $297,770
======== ========= ======== ========
Investment advisory fees for the quarter increased 17% driven by an increase in
fees across all product lines. Growth in all product areas was the result of an
increase in assets under management. Within the managed account product line,
fees increased on value-style equity and municipal accounts; however, fees on
our growth-style equity accounts declined slightly.
17
Year-to-date investment advisory fees increased 17%. Consistent with the third
quarter, year-to-date fees increased across all product lines. Managed account
fees increased 39% driven by a significant increase in fees on equity
value-style accounts as a result of a doubling of assets under management. Fees
on exchange-traded funds increased 9% driven by an increase in assets under
management due to net inflows of $2.7 billion and market appreciation of $0.5
billion over the last year.
Underwriting and distribution revenue for the three-month and nine-month periods
ended September 30, 2004 and 2003 is shown in the following table:
UNDERWRITING AND DISTRIBUTION REVENUE
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------- --------- -------- --------
Exchange-Traded Funds $ 742 $ 1,045 $ 2,184 $ 4,654
Muni/Fund Preferred(TM) 1,055 679 2,798 1,792
Mutual Funds 471 467 1,568 621
Other 22 (22) 1 (36)
------- -------- ------- --------
Total $ 2,290 $ 2,169 $ 6,551 $ 7,031
======= ======== ======= ========
Underwriting and distribution revenue for the third quarter was consistent with
the same quarter of the prior year as a decline in underwriting revenue on
exchange-traded funds was more than offset by an increase in Muni/Fund
Preferred(TM) revenue. Underwriting and distribution revenue declined
year-to-date, driven mainly by a reduction in underwriting revenue on
exchange-traded funds. Exchange-traded fund underwriting revenue declined as a
result of a decline in the number of new offerings in 2004. Partially offsetting
this decline, Muni/Fund Preferred(TM) revenue increased as a result of an
increase in the number of preferred shares outstanding. Mutual fund distribution
revenue increased as a result of a reduction in commissions paid to distributors
on high dollar value sales and an increase in the value of assets upon which
rule 12b-1 fees are earned.
PERFORMANCE FEES/OTHER REVENUE
Performance fees/other revenue consists of various fees earned in connection
with services provided on behalf of our defined portfolio assets under
surveillance and performance fees earned on institutional assets managed by
Symphony. The decline in this item for both the third quarter and year-to-date
is due to a decline in Symphony performance fees of $6.7 million.
18
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
nine-month periods ended September 30, 2004 and 2003:
OPERATING EXPENSES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
-------- --------- -------- ---------
Compensation and Benefits $ 45,380 $ 40,440 $121,264 $ 105,362
Advertising and Promotion 3,460 2,834 9,601 8,485
Occupancy and Equipment 5,018 4,732 14,607 14,556
Amortization of Intangibles 1,273 1,302 3,845 3,906
Travel and Entertainment 1,730 1,955 5,681 5,691
Outside/Professional Services 5,507 5,170 16,752 14,708
Other Operating Expenses 4,792 5,248 15,085 12,803
-------- -------- -------- ---------
Total $ 67,160 $ 61,681 $186,835 $ 165,511
======== ======== ======== =========
% of Operating Revenue 51.0% 51.0% 50.3% 50.4%
SUMMARY
Operating expenses increased 9% for the quarter driven mainly by an increase in
compensation and benefits. Year-to-date operating expenses increased 13% due
mainly to increases in compensation and benefits, outside services and other
operating expenses. Although operating expenses increased overall, as a
percentage of operating revenue, expenses for the quarter are in line with the
previous year and year-to-date expenses are slightly lower than a year ago.
COMPENSATION AND BENEFITS
Base compensation for the quarter and year-to-date increased 15% and 10%,
respectively, due to salary increases and headcount increases. Profit sharing
expense also increased for both the quarter and year-to-date due to an increase
in net income. Beginning in the second quarter of 2004, we elected to begin
expensing options and that cost is reflected in compensation expense. All prior
periods have been restated to include stock option expense.
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional expenditures for the quarter were up $0.7 million
versus the prior year while year-to-date expenditures increased $1.1 million.
OUTSIDE AND PROFESSIONAL SERVICES
Outside and professional services increased $0.3 million for the quarter and
$2.0 million year-to-date due mainly to an increase in legal fees as a result of
the recent mutual fund industry information requests from regulators.
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ALL OTHER OPERATING EXPENSES
All other operating expenses, including occupancy and equipment costs,
amortization of intangible assets, travel and entertainment, fund organization
costs and other expenses declined approximately $0.4 million for the quarter and
increased $2.3 million year-to-date. The year-to-date increase is due to an
increase in severance and recruiting expense as we continue to invest in our
distribution and investment teams. Additionally, minority interest expense
increased as a result of the growth of our NWQ business, and insurance and other
taxes increased due to an overall increase in insurance costs and an increase in
miscellaneous business taxes due to the expansion of our business.
INTEREST EXPENSE AND OTHER
Interest expense and other includes investment and other income/(expense) 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.
Interest expense and other increased $1.2 million as income recorded in the
third quarter of 2004 was compared to losses recorded in the third quarter of
2003. This increase was partially offset by an increase in net interest expense
of $1.1 million resulting from the private placement debt.
Year-to-date, interest expense and other increased $3.3 million as income and
non-recurring investment gains recorded in the first nine months of 2004 were
partially offset by an increase in net interest expense of $3.6 million
resulting from the private placement debt.
CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt") which mature on September 19, 2008, and carry a
fixed coupon rate of 4.22%, payable semi-annually. These notes, which were
issued at 100% of par, are unsecured and are prepayable at any time in whole or
in part. In the event of prepayment, the Company will pay an amount equal to par
plus accrued interest plus a "make-whole premium," if applicable. Proceeds from
the private placement debt were used to refinance existing debt and for general
corporate purposes.
In addition to the private placement debt, the Company has a committed line of
credit in place to provide liquidity. On August 7, 2003, the Company entered
into a $250 million revolving line of credit with a group of banks. This
committed line is divided into two equal facilities--one with a three-year term
that expires in August 2006 and one that is renewable every 364 days that
expires in August 2005. Proceeds from borrowings under these facilities may be
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. As of September 30, 2004, there were no
amounts outstanding under either part of the line of credit.
Nuveen Investments also has a $250 million revolving loan agreement with its
majority shareholder, The St. Paul Travelers Companies, Inc. ("St. Paul
Travelers"). This loan facility was originally set to expire on July 15, 2003,
however it was amended prior to this expiration date to provide for no scheduled
expiration date, but to specify that borrowings would be
20
required to be repaid within 30 days demand by St. Paul Travelers. As of
September 30, 2004, there were no amounts outstanding under this line of credit.
In addition to the above facilities, our broker/dealer subsidiary occasionally
utilizes available, uncommitted lines of credit with no annual facility fees,
which approximate $100 million, to satisfy periodic, short-term liquidity needs.
As of September 30, 2004, no borrowings were outstanding on these uncommitted
lines of credit.
As part of the NWQ acquisition, key employees purchased a non-controlling,
member interest in NWQ Investment Management Company, LLC. The non-controlling
interest of approximately $1.0 million as of September 30, 2004, is reflected in
minority interest on the consolidated balance sheets. This purchase allows
management to participate in profits of NWQ above specified levels beginning
January 1, 2003. During the nine months ended September 30, 2004, we recorded
approximately $1.4 million of minority interest expense, which reflects the
portion of profits applicable to the minority shareholders. Beginning in 2004
and continuing through 2008, the Company has the right to purchase the
non-controlling members' respective interests in NWQ. On February 13, 2004, the
Company exercised its right to call 100% of the Class 2 minority members'
interests for $15.4 million. Of the total amount paid, approximately $12.9
million was recorded as goodwill and $2.5 million was a return of capital.
At September 30, 2004, we held in treasury 28,314,201 shares of Class A common
stock acquired in open market transactions. During the third quarter and first
nine-months of 2004, the Company repurchased 326,261 and 1,504,643 Class A
common stock shares in open market transactions, respectively. As part of a
share repurchase program approved on August 9, 2002, we are authorized to
purchase up to 7.0 million shares of Class A common stock. As of September 30,
2004, the remaining authorization covered 2.7 million shares.
During the third quarter and first nine months of 2004, we paid out dividends on
common shares totaling approximately $16.6 million and $47.3 million,
respectively.
Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 4 to
Consolidated Financial Statements).
We meet our working capital needs through cash generated by our operating
activities. Cash provided by these operating activities totaled $128 million for
the nine-month period ended September 30, 2004. Management believes that cash
flows provided by operating activities will continue to serve as the principal
source of working capital in the near future and will be sufficient to meet our
regular operating needs.
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
value of assets we manage, which in turn would result in a decline in investment
advisory and performance fee revenue.
21
REGULATORY
The Company continues to respond to periodic information requests from
regulatory and governmental authorities. The Company believes that these
requests have been sent broadly to several firms in the industry in connection
with various investigations and proceedings regarding the asset management
industry, including those described in the Company's most recent Form 10-K, as
well as subsequent inquiries.
FORWARD-LOOKING INFORMATION AND RISK FACTORS
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, one 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. 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 clients could seek to recover from us and in clients withdrawing
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 our investment advisers and managed funds and accounts
and the Securities Exchange Act of 1934 and other federal and state securities
laws and the rules of the National Association of Securities Dealers that
impose, or may in the future impose, numerous
22
obligations on our broker/dealer subsidiary 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) a decision by the independent trustees of the various Nuveen managed
mutual funds not to renew all or some of the investment management agreements
with Nuveen; (10) the loss of key employees that could lead to a loss of assets;
(11) burdensome regulatory developments including the adoption of regulations
governing the amount of investment management fees charged by investment
advisers; (12) the impact of recent accounting pronouncements; and (13)
unforeseen developments in litigation involving the securities industry or the
Company.
23
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SEPTEMBER 30, 2004
The following information, together with information included elsewhere in this
report, describes the key aspects of certain financial instruments that have
market risk.
INTEREST RATE SENSITIVITY
As of September 30, 2004, all of our long-term debt was at a fixed interest
rate. However, we have periodically entered into receive-fixed, pay-floating
interest rate swap agreements. During the third quarter, the remaining open
interest rate swap transaction was terminated. At September 30, 2004 there were
no open interest rate swap transactions. During the year ended December 31,
2003, we utilized interest rate lock contracts to hedge the risk-free rate
component of our then anticipated private placement debt issuance. The contracts
were closed during the third quarter of 2003 and no interest rate lock contracts
were outstanding at September 30, 2004. For further information regarding
interest rate contracts, refer to Note 7 to the Consolidated Financial
Statements - Derivative Financial Instruments.
INVESTMENT SENSITIVITY
We invest in short-term debt instruments, classified as "Cash and cash
equivalents" on our consolidated balance sheets. 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. These investments are carried on our consolidated financial
statements at fair market value and are subject to the investment performance of
the underlying sponsored fund. Any unrealized gain or loss is recognized upon
the sale of the investment.
ITEM 4. CONTROLS AND PROCEDURES
Effective as of September 30, 2004, 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 and no changes
are required at this time. In connection with management's evaluation, pursuant
to the Exchange Act Rule 13a-15(d), no changes during the quarter ended
September 30, 2004 were identified that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time in the ordinary course of business, the Company is
involved in legal matters such as disputes with employees or customers.
There are currently no such significant matters.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
ISSUER PURCHASES OF EQUITY SECURITIES
(c) Total (d) Maximum
Number Number
of Shares of Shares
Purchased that May
(a) Total as Part of Yet Be
Number (b) Average Publicly Purchased
of Shares Price Paid Announced Under the
Period Purchased per Share Program Program
- ------------------- ----------- ----------- ---------- ------------
Share purchases prior to July 1, 2004 under current
repurchase program: 3,946,244 $ 25.64 3,946,244 3,053,756
Third quarter purchases:
July 1, 2004 - July 31, 2004 115,940 26.04 115,940 2,937,816
August 1, 2004 - August 31, 2004 106,100 26.32 106,100 2,831,716
September 1, 2004 - September 30, 2004 104,221 29.87 104,221 2,727,495
---------- ---------
Total third quarter purchases 326,261 $ 27.35 326,261
---------- ---------
Total share repurchases under the current program 4,272,505 $ 25.77 4,272,505 2,727,495
---------- ---------
As part of the Company's current share repurchase program announced and approved
on August 9, 2002, the Company is authorized to purchase up to 7.0 million
shares of Class A common stock. As of September 30, 2004, there are
approximately 2.7 million shares that may yet be purchased under the share
repurchase program, which has no expiration date. There have been no share
repurchases that were not part of a publicly announced program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
25
ITEM 5. OTHER INFORMATION
None.
ITEM 6. 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).
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 President pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3* 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.
26
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: November 5, 2004 By /s/ John P. Amboian
----------------------
John P. Amboian
President
DATE: November 5, 2004 By /s/ Margaret E. Wilson
-------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting Officer)
27
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- ------------
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 President pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3 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.
E-1