1 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 MARCH 31, 2000 Commission file number 1-11123 THE JOHN NUVEEN COMPANY (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 ---- ---- At May 5, 2000 there were 31,286,506 shares of the Company's Common Stock outstanding, consisting of 6,844,768 shares of Class A Common Stock, $.01 par value, and 24,441,738 shares of Class B Common Stock, $.01 par value. 2 THE JOHN NUVEEN COMPANY TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets (Unaudited), March 31, 2000 and December 31, 1999 3 Consolidated Statements of Income (Unaudited), Three Months Ended March 31, 2000 and 1999 4 Consolidated Statement of Changes in Stockholders' Equity (Unaudited), Three Months Ended March 31, 2000 5 Consolidated Statements of Cash Flows (Unaudited), Three Months Ended March 31, 2000 and 1999 6 Notes to Consolidated Financial Statements (Unaudited) 7 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 16 PART II. OTHER INFORMATION Item 1 through Item 6 17 Signatures 18 (2) 3 PART 1 FINANCIAL INFORMATION Item 1. Financial Statements THE JOHN NUVEEN COMPANY Consolidated Balance Sheets Unaudited (in thousands, except share data) 2000 1999 --------- --------- ASSETS Cash and cash equivalents $ 14,881 $ 27,422 Management and distribution fees receivable 93,913 68,884 Other receivables 65,729 54,466 Securities owned (trading account), at market value: Nuveen defined portfolios 64,269 44,263 Bonds and notes 636 579 Deferred income tax asset, net 4,924 5,826 Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $30,835 and $29,610, respectively 16,790 14,547 Other investments 83,666 86,725 Goodwill, at cost less accumulated amortization of $20,237 and $18,426, respectively 200,006 198,674 Prepaid expenses and other assets 41,160 39,579 --------- --------- $ 585,974 $ 540,965 ========= ========= LIABILITIES AND STOCKHOLDERS EQUITY Liabilities: Short-term loans $ 2,000 $ -- Accrued compensation and other expenses 29,942 52,421 Deferred compensation 29,369 32,278 Security purchase obligations 10,297 296 Other liabilities 71,104 64,908 --------- --------- Total liabilities 142,712 149,903 --------- --------- Redeemable preferred stock, at redemption value; 5,000,000 shares authorized, 1,800,000 shares issued 45,000 45,000 Minority interest - Rittenhouse Class B stock 32,685 -- --------- --------- Common stockholders' equity: Class A Common stock, $.01 par value; 150,000,000 shares authorized, 14,212,618 shares issued 142 142 Class B Common stock, $.01 par value; 40,000,000 shares authorized, 24,441,738 shares issued 245 245 Additional paid-in capital 62,835 60,380 Retained earnings 519,856 506,136 Accumulated other comprehensive income 304 189 --------- --------- 583,382 567,092 Less common stock held in treasury, at cost (7,411,300 and 7,591,180 shares, respectively) (217,805) (221,030) --------- --------- Total common stockholders' equity 365,577 346,062 --------- --------- $ 585,974 $ 540,965 ========= ========= See accompanying notes to consolidated financial statements. (3) 4 THE JOHN NUVEEN COMPANY CONSOLIDATED STATEMENTS OF INCOME Unaudited (in thousands, except per share data) Three Months Ended MARCH 31, ------------------- 2000 1999 ---- ---- Operating Revenues: Investment advisory fees from assets under management $ 75,995 $ 73,041 Underwriting and distribution of investment products 14,448 5,493 Positioning profits 1,165 (198) Investment banking -- 2,109 Other operating revenue 933 449 -------- -------- Total operating revenues 92,541 80,894 Operating Expenses: Compensation and benefits 24,254 22,393 Advertising and promotional costs 11,653 5,623 Occupancy and equipment costs 3,512 3,125 Amortization of goodwill and deferred offering costs 2,188 3,471 Travel and entertainment 2,760 2,200 Other operating expenses 7,444 7,268 -------- -------- Total operating expenses 51,811 44,080 Operating Income 40,730 36,814 Non-Operating Income/(Expense) 2,599 1,371 -------- -------- Income before taxes 43,329 38,185 Income taxes 17,223 14,784 -------- -------- Net income $ 26,106 $ 23,401 ======== ======== Average common and common equivalent shares outstanding: Basic 31,170 31,365 ======== ======== Diluted 33,609 34,243 ======== ======== Earnings per common share: Basic $ 0.82 $ 0.73 ======== ======== Diluted $ 0.78 $ 0.68 ======== ======== See accompanying notes to consolidated financial statements. (4) 5 THE JOHN NUVEEN COMPANY CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY UNAUDITED (IN THOUSANDS) Class A Class B Additional Other Common Common Paid-In Retained Comprehensive Treasury Stock Stock Capital Earnings Income Stock Total ----------- ----------- ------------ ----------- ---------------- ------------- ------------- Balance at December 31, 1999 $ 142 $ 245 $ 60,380 $ 506,136 $ 189 (221,030) $ 346,062 Net income 26,106 26,106 Cash dividends paid (9,586) (9,586) Issuance of earnout shares 392 1,847 2,239 Purchase of treasury stock (11,095) (11,095) Exercise of stock options (2,536) 10,388 7,852 Other 2,063 (264) 115 2,085 3,999 ----------- ----------- ------------ ----------- ---------------- ------------- ------------- Balance at March 31, 2000 $ 142 $ 245 $ 62,835 $ 519,856 $ 304 (217,805) $ 365,577 See accompanying notes to consolidated financial statements. (5) 6 THE JOHN NUVEEN COMPANY Consolidated Statements of Cash Flows Unaudited (in thousands) Three Months Ended March 31, -------------------- 2000 1999 -------- -------- Cash flows from operating activities: Net income $ 26,106 $ 23,401 Adjustments to reconcile net income to net cash provided from (used for) operating activities: Deferred income taxes 902 (2,507) Depreciation of Fixed Assets 1,235 1,274 Amortization of Goodwill 1,810 1,787 Net (increase) decrease in assets: Temporary invesments arising from remarketing obligations -- 65,955 Management and distribution fees receivable (25,029) (8,985) Other receivables (11,263) (11) Nuveen defined portfolios (20,006) (2,489) Bonds and notes (57) (775) Prepaid expenses and other assets (1,581) (1,144) Net increase (decrease) in liabilities: Accrued compensation and other expenses (22,479) (23,800) Deferred compensation (2,909) 2,322 Security purchase obligations 10,001 (449) Other liabilities 6,196 25,290 Other 2,062 374 -------- -------- Net cash provided from operating activities (35,012) 80,243 -------- -------- Cash flows from financing activities: Net (payments) receipts on short-term borrowings: 2,000 (10,000) Dividends paid (9,586) (8,704) Proceeds from stock options exercised 7,852 866 Proceeds from Rittenhouse stock options exercised 32,685 -- Acquisition of treasury stock (11,095) (3,760) Other -- (109) -------- -------- Net cash provided from (used for) financing activities 21,856 (21,707) -------- -------- Cash flows from investing activities: Purchase of office furniture and equipment (3,477) (625) Other investments 3,059 291 Other 1,033 (723) -------- -------- Net cash provided from (used for) investing activities 615 (1,057) -------- -------- Increase/(decrease) in cash and cash equivalents (12,541) 57,479 Cash and cash equivalents: Beginning of year 27,422 11,148 -------- -------- End of year $ 14,881 $ 68,627 -------- -------- Supplemental information: Taxes paid 4,245 1,213 Interest paid 1,781 220 See accompanying notes to consolidated financial statements. (6) 7 THE JOHN NUVEEN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2000 NOTE 1 BASIS OF PRESENTATION The consolidated financial statements include the accounts of The John Nuveen Company and its wholly owned subsidiaries ("the Company"), and have been prepared in conformity with generally accepted accounting principles. 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. Certain amounts in the prior period financial statements have been reclassified to correspond to the 2000 presentation. These reclassifications have no effect on net income or retained earnings as previously reported for those periods. NOTE 2 EARNINGS PER COMMON SHARE The following table sets forth a reconciliation of net income and common shares used in the basic and diluted earnings per share computations for the three month period ended March 31, 2000. - -------------------------------------------------------------------------------------------------- In thousands, For the three months ended except per share data March 31, 2000 March 31, 1999 - -------------------------------------------------------------------------------------------------- Net Per-share Net Per-share income Shares amount income Shares amount - -------------------------------------------------------------------------------------------------- Net income $ 26,106 $ 23,401 Less: Preferred stock dividends (563) (563) Basic EPS 25,543 31,170 $ .82 22,838 31,365 $ .73 Dilutive effect of: Deferred stock -- 104 -- 176 Employee stock options -- 685 -- 1,052 Assumed conversion of preferred stock 563 1,650 563 1,650 -------- -------- -------- -------- Diluted EPS $ 26,106 33,609 $ .78 $ 23,401 34,243 $ .68 - -------------------------------------------------------------------------------------------------- Options to purchase 2,460,624 and 86,500 shares of the Company's common stock were outstanding at March 31, 2000 and 1999, respectively, but were not included in the computation of diluted earnings per share because the options' respective weighted average exercise prices of $37.69 and $41.57 per share were greater than the average market price of the Company's common shares during the applicable period. NOTE 3 NET CAPITAL REQUIREMENT John Nuveen & Co. Incorporated, 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, shall not exceed 15 to 1. At March 31, 2000 its net capital ratio was 4.95 to 1 and its net capital was $15,906,000 which is $10,661,000 in excess of the required net capital of $5,245,000 (7) 8 NOTE 4 NOTES PAYABLE On August 8, 1997 the Company entered into a revolving credit facility with a group of banks that extends through August 2000. As of March 30, 2000 $160 million is available under this committed credit line. NOTE 5 COMMITMENTS AND CONTINGENCIES The Company's broker-dealer subsidiary has received inquiries as part of an industry wide investigation from NASD Regulation, Inc. regarding the pricing of government securities sold to escrow accounts to advance refund municipal issues in connection with the broker-dealer's activities as a municipal underwriter. Management believes that the Company has established a sufficient reserve to cover its potential liability relating to such inquiries and that any additional liability beyond such reserve would not have a material adverse effect on the Company's financial condition or results of operation. The Company exited the municipal underwriting business in the third quarter of 1999. 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 2000 DESCRIPTION OF THE BUSINESS - --------------------------- The Company's principal businesses are asset management and related research as well as the development, marketing, and distribution of investment products and services that serve the affluent and high-net-worth market segments. The Company distributes its investment products, including mutual funds, exchange-traded funds, defined portfolios (unit trusts), and individually managed accounts through registered representatives associated with unaffiliated firms including broker-dealers, commercial banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors. The Company provides consultative services to financial advisors with a primary focus on managing assets for fee-based customers and structured investment services for transaction based advisors. The financial advisors supported by the Company serve affluent and high-net-worth investors. The Company's primary business activities generate two principal sources of revenue: (1) ongoing advisory fees earned on assets under management, including mutual funds, exchange-traded funds, and individually managed accounts; (2) distribution revenue earned upon the sale of defined portfolio and mutual fund products. Sales of the Company's products, and their 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, changes in interest rates, inflation, and income tax rates and laws. Assets under management include equity, fixed-income and floating-rate portfolios. Municipal securities represented 66% of assets under management in managed funds and accounts on March 31, 2000, compared with 69% on March 31, 1999. (9) 10 SUMMARY OF OPERATING RESULTS The following table compares key operating information of the Company for the first quarters of 1999 and 2000. - -------------------------------------------------------------------------------- Financial Results Summary ($ in millions, except per share amounts) - -------------------------------------------------------------------------------- Quarter ended March 31, 2000 1999 % change ---- ---- -------- Gross sales of investment products $3,177 $3,163 - Assets under management (1) 59,965 57,315 5 Operating revenues 92.5 80.9 14 Operating expenses 51.8 44.1 17 Pretax operating income 43.3 38.2 13 Net income 26.1 23.4 12 Basic earnings per share .82 .73 12 Diluted earnings per share .78 .68 15 Dividends per share .29 .26 12 - -------------------------------------------------------------------------------- (1) At period end, excludes approximately $11 billion of defined portfolio product assets under surveillance. Gross sales of investment products for the first quarter reached approximately $3.2 billion which was consistent with sales for the first quarter of 1999. Assets under management increased $2.7 billion to $60.0 billion at March 31, 2000 from $57.3 billion at March 31, 1999. Operating revenues for the period ended March 31, 2000, increased 14% from the prior year primarily due to higher advisory fee and distribution revenue. Advisory fees earned on managed accounts and exchange-traded funds increased due to higher average assets under management, while distribution revenue increases were the result of increased sales of both equity and municipal defined portfolios. Operating expenses for the first quarter of 2000 increased when compared with the same quarter of 1999 due to an increase in advertising and promotional costs and higher salary and benefit costs. RESULTS OF OPERATIONS - --------------------- The following discussion and analysis contains important information that should be helpful in evaluating the Company's 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 managed by the Company. Advisory fee income will increase with a rise in the level of assets under management. Assets under management rise with the sale of fund shares, the addition of new managed (10) 11 accounts or deposits into existing managed accounts, the acquisition of assets under management from 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 sponsored by the Company 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 mutual fund redemptions or managed account withdrawals exceed sales and reinvestments. Distribution revenue is earned as the Company's defined portfolio and mutual fund products are sold. Distribution revenue will rise and fall with the level of the Company's sales of these products. Gross sales of investment products for the first quarters of 2000 and 1999 are shown below: GROSS INVESTMENT PRODUCT SALES (in millions) Quarter Ended March 31, 2000 1999 ------ ------ Managed Assets: Mutual Funds $ 337 $ 429 Managed Accounts 1,428 2,237 ------ ------ Total Managed Assets 1,765 2,666 Defined Portfolios 1,412 497 ------ ------ Total $3,177 $3,163 ====== ====== Overall, gross sales of the Company's products for the period ended March 31, 2000, were slightly in excess of the same period during the prior year as an increase in defined portfolio product sales was offset by a decline in managed asset sales. Net flows (equal to the sum of sales, reinvestment and exchanges less redemptions) across all products were $1.5 billion in the first quarter of 2000. Gross sales of defined portfolio products increased 184% for the quarter ended March 31, 2000, compared with the same quarter of 1999. This increase was primarily the result of increased sales of equity defined portfolio products which increased 249%. Sales of municipal defined portfolio products increased 33% over the same period in the prior year. Gross sales of managed assets decreased 34% during the three-month period ended March 31, 2000, when compared with the same period in 1999, due to a decrease in both managed account and mutual fund gross sales and increased redemptions and withdrawals. Managed account gross sales decreased 36% due to investors shifting away from large-cap core growth stocks in favor of aggressive growth stocks. Mutual fund gross sales were down 21%, driven by municipal mutual funds which were down 44% due to higher interest rates. Offsetting the decline in municipal fund gross sales was an increase in gross sales of equity and income funds which were up 31% due to the addition of two new funds, the Nuveen Innovation Fund and the Nuveen International Growth Fund, in the first quarter of 2000. (11) 12 The following table summarizes net assets under management: Net Assets Under Management (1) (in millions) March 31, December 31, March 31, 2000 1999 1999 -------- ----------- -------- Managed Assets: Mutual Funds $11,378 $11,406 $12,077 Exchange-Traded Funds 27,306 26,846 26,104 Managed Accounts 20,718 20,895 18,398 Money Market Funds 563 637 736 ------- ------- ------- Total $59,965 $59,784 $57,315 ======= ======= ======= (1) Excludes approximately $11 billion of defined portfolio product assets under surveillance Assets under management increased 5% from $57.3 billion at March 31, 1999 to $60.0 billion at March 31, 2000 due to positive net flows throughout 1999 as a result of strong managed account sales and the issuance of new common exchange-traded fund and MuniPreferred(TM) shares. Assets under management were up only slightly from the $59.8 billion at December 31, 1999. Investment advisory fee income, net of subadvisory fees and expense reimbursements, from assets managed by the Company is shown in the following table: INVESTMENT ADVISORY FEES (in thousands) Quarter ended March 31, 2000 1999 -------- -------- Managed Assets: Mutual Funds $ 13,273 $ 14,255 Exchange-Traded Funds 39,544 39,377 Managed Accounts 23,205 18,605 Money Market Funds (27) 804 -------- -------- Total $ 75,995 $ 73,041 ======== ======== Total advisory fees for the quarter ended March 31, 2000, increased $3.0 million over the comparable period in 1999 as a result of higher levels of average assets under management. Managed account average assets under management increased $3.7 billion and exchange-traded fund average assets increased $0.6 billion in the first quarter of 2000 when compared with the first quarter of 1999. Mutual fund average assets declined $1.0 billion during the same period due to heavy municipal redemptions as a result of higher interest rates. Average money market fund net assets under management decreased in the first quarter of 2000 due to redemptions, which were driven by relatively low short-term (12) 13 interest rates and strong competition from sponsors of competing money market products. The negative level of money market fund advisory fees in the first quarter of 2000 reflected the effect of significant one-time expense reimbursements relating to the 1999 reorganization of the money market fund complex. Underwriting and Distribution revenue for the periods ended March 31, 2000 and 1999 is shown in the following table: UNDERWRITING AND DISTRIBUTION REVENUE (in thousands) Quarter ended March 31, 2000 1999 ------- ------- Mutual Funds $ 813 $ 682 Defined Portfolios 13,289 4,473 Exchange Traded Funds 346 338 ------- ------- Total $14,448 $ 5,493 ======= ======= Total underwriting and distribution revenue for the quarter ended March 31, 2000, increased 163% over the comparable period in 1999. Distribution revenue for the equity defined portfolio products increased by $8.2 million in the first quarter of 2000 compared with the first quarter of 1999, while distribution revenue for the longer-term municipal defined portfolio products increased $0.7 million over the same period. Both increases were driven by an increase in gross sales. Although mutual fund gross sales were down in the first quarter of 2000, distribution revenue was up 19% when compared with the first quarter of 1999 due to an increase in the base of assets on which Rule 12b-1 distribution fees are earned. POSITIONING PROFITS/(LOSSES) The Company records positioning profits or losses from changes in the market value of the inventory of unsold investment products and other securities held by Nuveen Investments. The Company hedges certain of these holdings against fluctuations in interest rates using financial futures. The Company recorded net positioning gains of $1.2 million in the first quarter of 2000, compared with net losses of $0.2 million recorded during the first quarter of 1999. INVESTMENT BANKING On September 17, 1999, the Company completed the sale of its investment banking business to U.S. Bancorp Piper Jaffray. Correspondingly, there is no revenue from the investment banking business in the first quarter of 2000. Revenue from the investment banking business in the first quarter of 1999 totaled $2.1 million. (13) 14 OPERATING EXPENSES Operating expenses increased $7.7 million for the quarter ended March 31, 2000, over the same time period in the prior year. This increase is primarily due to increased advertising and promotional expenditures, in connection with the new brand awareness campaign, as well as an increase in salary and benefit costs. Compensation and related benefits for the period ended March 31, 2000, increased $1.9 million, or 8%, over the same period in the prior year. This was driven by increases in both profit sharing and salary costs. Profit sharing expense, which is derived by a formula as a percentage of pretax operating income, increased as a result of increased operating income for the year. The increase in salary costs was driven by new staff additions and annual merit increases. Advertising and promotional expenditures increased $6.0 million during the first quarter of 2000 when compared with the first quarter of 1999. This increase is primarily due to the incremental costs to support the new brand image campaign. Amortization of goodwill and deferred offering costs decreased $1.3 million for the period ended March 31, 2000, when compared with the same period of 1999. The decrease is due to the completion of the amortization period of capitalized commissions advanced in conjunction with the load-waived offerings of certain equity and income mutual funds in late 1996 and early 1997. Occupancy and equipment, travel and entertainment, and other operating expenses increased $1.1 million or 9% for the quarter ended March 31, 2000, when compared with the same quarter in the prior year. NON-OPERATING INCOME/(EXPENSE) Included in non-operating income/(expense) is net interest income/(expense) and other miscellaneous non-operating revenue/(expense). Interest and dividend revenue for the first quarter was flat to the first quarter of 1999, while interest expense increased $0.9 million over the same period. This increase was primarily the result of an increase in interest expense associated with deferred compensation. CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION - ----------------------- The Company's principal businesses are not capital intensive and, historically, the Company has met its liquidity requirements through cash flow generated by the Company's operations. In addition, the Company's broker-dealer subsidiary occasionally utilizes available, uncommitted lines of credit, which approximate $300 million, to satisfy periodic, short-term liquidity needs. As of March 31, 2000, $2 million of borrowings were outstanding on these uncommitted lines of credit. Additionally, in August 1997, the Company entered into a committed, three-year revolving credit facility with a group of banks to ensure an ongoing liquidity source for general corporate purposes including acquisitions. As of March 31, 2000, there was $160 million available and there was no outstanding balance under the committed credit line. (14) 15 Options to purchase 399,088 shares of Rittenhouse non-voting Class B common stock were exercised on March 22, 2000 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 $32.5 million of minority interest on its balance sheet. The minority interest will remain in place as long as the stock is outstanding. In the event that the stock is repurchased any purchase price in excess of the exercise price will be added to the goodwill associated with the Company's acquisition of Rittenhouse. At March 31, 2000, the Company held in its treasury 7,411,300 shares of common stock acquired in open market transactions and in transactions with its Class B shareholder, The St. Paul Companies, Inc. As part of an ongoing repurchase program, the Company is authorized to purchase approximately 0.9 million additional shares. During the first quarter of 2000, the Company paid out dividends on common shares totaling $9.0 million and on preferred shares totaling $0.6 million. The Company's broker-dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards (See Notes to Consolidated Financial Statements). Management believes that cash provided from operations and borrowings available under its uncommitted and committed credit facilities will provide the Company with sufficient liquidity to meet its operating needs for the foreseeable future. INFLATION The Company's assets are, to a large extent, liquid in nature and therefore not significantly affected by inflation. However, inflation may result in increases in the Company's 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 the Company's 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 managed by the Company, which in turn would result in a decline in investment advisory fee income. FORWARD-LOOKING INFORMATION From time to time, information provided by the Company or information included in its filings with the SEC (including this report on Form 10-Q) may contain statements which are not historical facts but are forward-looking statements reflecting management's expectations and opinions. The Company's actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to, the effects of the substantial competition that the Company, like all market participants, faces in the investment management business, including competition for continued access to the brokerage firm's retail distribution systems, the Company's reliance on revenues from investment management contracts which are renewed annually according to their terms, burdensome regulatory developments, recent accounting pronouncements, and unforeseen developments in litigation. The Company undertakes no responsibility to update publicly or revise any forward-looking statements. (15) 16 PART I. FINANCIAL INFORMATION ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK MARCH 31, 2000 The Company is exposed to market risk from changes in interest rates which may adversely affect its results of operations and financial condition. The Company is exposed to interest rates primarily in its fixed-income defined portfolio inventory and seeks to minimize the risks from these interest rate fluctuations through the use of derivative financial instruments. The Company does not use derivative financial instruments for trading or other speculative purposes and is not party to any leveraged financial instruments. The Company regularly purchases and holds for resale municipal securities and defined portfolio units. The level of inventory maintained by the Company will fluctuate daily and is dependent upon the need to maintain municipal inventory for future defined portfolios, and the need to maintain defined portfolio inventory to support ongoing sales. To minimize interest rate risk on securities held by the Company, the Company utilizes futures contracts. The Company invests in short-term debt instruments, classified as Securities Purchased Under Agreements to Resell. The investments are treated as collateralized financing transactions and are carried at the amounts at which they will be subsequently resold, including accrued interest. The Company also invests in certain Company-sponsored equity, senior-loan and fixed-income mutual funds. The Company manages risk by restricting the use of derivative financial instruments to hedging activities and by limiting potential interest rate exposure. The Company does not believe that the effect of any reasonably likely near-term changes in interest rates would be material to the Company's financial position, results of operations or cash flows. (16) 17 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable. ITEM 2. CHANGES IN SECURITIES Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) The following exhibits are included herein: (27) Financial Data Schedule b) Report on Form 8-K. None. (17) 18 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. THE JOHN NUVEEN COMPANY (Registrant) DATE: May 10, 2000 By /s/ John P. Amboian ---------------------- John P. Amboian President DATE: May 10, 2000 By /s/ Margaret E. Wilson ------------------------- Margaret E. Wilson Senior Vice President of Finance (Principal Accounting Officer) (18)