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, 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 April 30, 2004, there were 92,677,690 shares of the Company's Common
Stock outstanding, consisting of 19,352,476 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),
March 31, 2004 and December 31, 2003 3
Consolidated Statements of Income (Unaudited),
Three Months Ended March 31, 2004 and 2003 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Three Months Ended March 31, 2004 5
Consolidated Statements of Cash Flows (Unaudited),
Three Months Ended March 31, 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 23
ITEM 4.
Controls and Procedures 23
PART II. OTHER INFORMATION
Item 1 through Item 6 24
Signatures 27
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2004 2003
---------- ------------
ASSETS
Cash and cash equivalents $ 154,277 $ 161,584
Management and distribution fees receivable 46,331 54,972
Other receivables 15,042 10,103
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation
and amortization of $46,441 and $44,543, respectively 28,876 29,973
Other investments 73,291 70,721
Goodwill 548,447 535,271
Other intangible assets, net of accumulated amortization of $11,933 and $10,634, respectively 57,217 58,516
Other assets 40,111 33,253
--------- ---------
$ 963,592 $ 954,393
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 303,593 $ 302,113
Accounts payable 42,246 33,242
Accrued compensation and other expenses 37,333 67,915
Deferred compensation 33,946 30,707
Deferred income tax liability, net 29,944 28,526
Other liabilities 24,226 23,709
--------- ---------
Total liabilities 471,288 486,212
--------- ---------
Minority interest 1,120 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 168,444 162,484
Retained earnings 796,864 774,689
Unamortized cost of restricted stock awards (32) (50)
Accumulated other comprehensive loss (1,847) (2,641)
--------- ---------
964,638 935,691
Less common stock held in treasury, at cost (28,066,990 and 28,405,108 shares, respectively) (473,454) (471,738)
--------- ---------
Total common stockholders' equity 491,184 463,953
--------- ---------
$ 963,592 $ 954,393
========= =========
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
MARCH 31,
----------------------
2004 2003
--------- ---------
Operating revenues:
Investment advisory fees from assets under management $ 112,355 $ 95,244
Product distribution 2,427 1,584
Performance fees/other revenue 4,912 4,719
--------- ---------
Total operating revenues 119,694 101,547
Operating expenses:
Compensation and benefits 33,213 28,880
Advertising and promotional costs 3,019 2,555
Occupancy and equipment costs 4,813 4,902
Amortization of intangible assets 1,299 1,302
Travel and entertainment 1,863 1,781
Outside and professional services 5,446 4,545
Other operating expenses 4,874 3,277
--------- ---------
Total operating expenses 54,527 47,242
Operating income 65,167 54,305
Non-operating income/(expense) 199 (981)
--------- ---------
Income before taxes 65,366 53,324
Income taxes 25,362 20,690
--------- ---------
Net income $ 40,004 $ 32,634
========= =========
Average common and common equivalent shares outstanding:
Basic 92,867 92,566
========= =========
Diluted 96,305 95,687
========= =========
Earnings per common share:
Basic $ 0.43 $ 0.35
========= =========
Diluted $ 0.42 $ 0.34
========= =========
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 $ 162,484 $774,689 $ (50) $ (2,641) $ (471,738) $ 463,953
Net income 40,004 40,004
Cash dividends paid (13,963) (13,963)
Amortization of restricted
stock awards 18 18
Purchase of treasury stock (17,705) (17,705)
Exercise of stock options (3,790) 15,740 11,950
Issuance of deferred stock (76) 249 173
Tax benefit of options exercised 5,960 5,960
Other 794 794
------- ------- ---------- -------- ----------- ------------ ---------- ---------
Balance at March 31, 2004 $ 476 $ 733 $ 168,444 $796,864 $ (32) $ (1,847) $ (473,454) $ 491,184
======= ======= ========== ======== =========== ============ ========== =========
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
------------ ------------
Cash flows from operating activities:
Net income $ 40,004 $ 32,634
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 953 3,486
Depreciation of office property and equipment 1,914 1,887
Amortization of intangible assets 1,299 1,302
Amortization of debt related costs, net (97) -
Net (increase) decrease in assets:
Management and distribution fees receivable 8,641 12,967
Other receivables (4,939) 4,691
Other assets (6,857) (5,249)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (30,582) (22,840)
Deferred compensation 3,239 1,407
Accounts payable 9,004 5,867
Other liabilities (91) 2,292
Other 6,065 1,052
--------- ---------
Net cash provided from operating activities 28,553 39,496
--------- ---------
Cash flows from financing activities:
Dividends paid (13,963) (12,030)
Proceeds from stock options exercised 11,950 2,875
Acquisition of treasury stock (17,705) (13,746)
Net private placement related items 1,645 -
--------- ---------
Net cash used for financing activities (18,073) (22,901)
--------- ---------
Cash flows from investing activities:
Net purchase of office property and equipment (816) (2,046)
Proceeds from sales of investment securities 1,003 48
Purchases of investment securities (4,225) (613)
Contingent consideration for Symphony acquisition (253) (2,921)
Repurchase of NWQ Class 2 minority members' interests (15,424) -
Other 1,928 (69)
--------- ---------
Net cash used for investing activities (17,787) (5,601)
--------- ---------
Decrease/increase in cash and cash equivalents (7,307) 10,994
Cash and cash equivalents:
Beginning of year 161,584 70,480
--------- ---------
End of period $ 154,277 $ 81,474
--------- ---------
Supplemental Information:
Taxes paid $ 13,436 $ 8,419
Interest paid $ 6,596 $ 2,008
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 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.
Certain 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 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 periods ended March 31, 2004 and March 31,
2003.
In thousands, For the three months ended
except per share data March 31, 2004 March 31, 2003
---------------------------- ----------------------------
Net Per-share Net Per-share
income Shares amount income Shares amount
------- ------ --------- ------- ------ ---------
Basic EPS $40,004 92,867 $0.43 $32,634 92,566 $0.35
Dilutive effect of:
Deferred stock awards - 451 - 463
Employee stock options - 2,987 - 2,658
------- ------ ------- ------
Diluted EPS $40,004 96,305 $0.42 $32,634 95,687 $0.34
------- ------ ----- ------- ------ -----
Options to purchase 3,261,702 and 8,558,600 shares of the Company's common stock
were outstanding at March 31, 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 $29.04 and $26.69 per share were greater
than the average market price of the Company's common shares during the
applicable period.
7
NOTE 3 NET CAPITAL REQUIREMENT
Nuveen Investments, LLC, the Company's wholly owned broker/dealer subsidiary, is
subject to the Securities and Exchange Commission Rule 15c3-1, the "Uniform Net
Capital Rule," which requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, as these terms
are defined in the Rule, shall not exceed 15 to 1. At March 31, 2004, Nuveen
Investments, LLC's net capital ratio was 2.73 to 1 and its net capital was
$12,348,293, which was $10,100,223 in excess of the required net capital of
$2,248,070.
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2003 to March 31, 2004 presented on our consolidated
balance sheets (in thousands):
Goodwill
Balance at December 31, 2003 $ 535,271
Symphony acquisition - contingent consideration 253
NWQ repurchase of Class 2 minority interests 12,923
---------
Balance at March 31, 2004 $ 548,447
---------
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.
Statement of Financial Accounting Standards ("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, 2003, there was no
indication of potential impairment of goodwill. The Company's next annual
goodwill impairment test will be as of May 31, 2004.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
March 31, 2004 and December 31, 2003 (in thousands):
At March 31, 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 6,001 43,800 5,445
Internally developed software 1,622 864 1,622 783
Favorable lease 369 369 369 343
NWQ customer contracts 22,900 4,240 22,900 3,604
-------- -------- -------- --------
Total $ 69,150 $ 11,933 $ 69,150 $ 10,634
-------- -------- -------- --------
8
The projected amortization for the next five years is approximately $3.8 million
for the remaining nine months of 2004, and annual amortization of $5.1 million
for 2005, $5.0 million for 2006, and $4.8 million for 2007 and 2008.
NOTE 5 STOCK-BASED COMPENSATION
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of Financial Accounting Standards Board Statement No.
123," was issued in December 2002 and amends the disclosure requirements of SFAS
No. 123, "Accounting for Stock Based Compensation" to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.
As discussed in the Company's latest annual report on Form 10-K, the Company
accounts for stock-based compensation plans in accordance with Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 (as amended by SFAS No. 148) (in thousands, except
per share data):
Three Months Ended
March 31
--------------------------
2004 2003
----------- -----------
Net income, as reported $ 40,004 $ 32,634
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effects (2,856) (2,596)
---------- ----------
Pro forma net income $ 37,148 $ 30,038
Earnings per common share:
Basic - as reported $ 0.43 $ 0.35
Basic - pro forma $ 0.40 $ 0.32
Diluted - as reported $ 0.42 $ 0.34
Diluted - pro forma $ 0.39 $ 0.31
On April 20, 2004, the Company announced that it will begin expensing the cost
of stock options effective April 1, 2004. The methodology to be used will result
in a restatement of financial results for prior periods. If the Company had
adopted this accounting change in the first quarter of 2004, net income would
have been reduced by $2.9 million, and diluted EPS would have been reduced by
$0.03 per share. Similarly, last year's first quarter diluted EPS would have
been reduced by $0.03 per share.
9
NOTE 6 NOTES PAYABLE
As of March 31, 2004 and December 31, 2003, notes payable on the accompanying
consolidated balance sheets were comprised of the following (in 000's):
MARCH 31, 2004 DECEMBER 31, 2003
-------------- -----------------
Private placement debt $300,000 $300,000
Net unamortized private placement fees (1,725) (1,787)
Net unamortized gains on unwinding of swaps 5,318 3,828
Fair value of open interest rate swap - 72
-------- --------
Total $303,593 $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.
Given the volatility of Treasury bond yields prior to the anticipated pricing
date (i.e., the date when the fixed coupon rate would be set), the Company
entered into a series of rate lock transactions. The purpose of the treasury
rate lock was to hedge against the risk that interest rates would rise prior to
the pricing date. The prevailing treasury rate had declined by the time the
private placement debt was priced and the rate lock transactions were settled
for a payment by the Company of $1.5 million (see Note 7). The loss on
settlement of these transactions is being amortized over the term of the private
placement debt, resulting in an increase in interest expense above the fixed
rate of 4.22%.
Also amortized over the term of the private placement debt are gains associated
with several interest rate swap transactions entered into by the Company. These
interest rate swap transactions, under which the Company agreed to pay variable
rates of interest, hedged only a portion ($150 million) of the $300 million in
fixed-rate private placement debt (see Note 7). Subsequently, the spread between
floating and fixed rates narrowed and these interest rate swap transactions were
terminated in September 2003, December 2003, and January 2004 and settled for
payments to the Company of $3.2 million, $1.7 million, and $1.8 million,
respectively. The resultant gains on settlement (net of interest accruals) of
$3.2 million, $0.8 million, and $1.8 million are being amortized over the term
of the private placement debt, effectively reducing interest expense.
As of March 31, 2004, there are no open interest rate swap transactions.
The total amount of notes payable at March 31, 2004 and December 31, 2003 on the
consolidated balance sheets includes the amount of the $300 million private
placement debt plus the unamortized gains of $5.3 million and $3.8 million,
respectively, related to the terminated interest rate swaps. Also included as a
reduction in notes payable at March 31, 2004 and December 31, 2003 is $1.7
million and $1.8 million, respectively, in unamortized private placement debt
issuance costs. These costs are being amortized to interest expense over the
term of the private placement debt. At March 31, 2004 and December 31, 2003, the
fair value of our outstanding debt was $305.7 million and $299.2 million,
respectively.
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 2004. 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 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%. For the three months ended
March 31, 2003, the weighted average annual interest rate on the St. Paul
Travelers debt facility was 1.60%. As of March 31, 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
11
comprehensive loss will be reclassified into earnings commensurate with the
recognition of the interest expense on the newly issued debt.
Also as discussed in Note 6, the Company entered into a series of interest rate
swap transactions. First, 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. All of these interest rate swap transactions were
terminated. The cancellation of these interest rate swap transactions resulted
in a total gain to the Company of $5.7 million. These gains are being amortized
over the term of the private placement debt, lowering the effective interest
rate of the private placement debt.
Finally, the Company holds stock purchase warrants of the National Association
of Securities Dealers ("NASD"), received in connection with our purchase of NASD
common stock. These stock purchase warrants are considered to be derivatives,
but are not designated as hedges. As of March 31, 2004 and December 31, 2003,
these warrants are carried at a market value of $1,485 and $375 and are included
in "Other investments" on the accompanying consolidated balance sheets. For the
three months ended March 31, 2004, the Company has recorded approximately $1,110
of gains into income from continuing operations relating to the change in the
market value of these derivatives during this period.
NOTE 8 RELATED PARTY TRANSACTIONS
On June 30, 2002, the Company made a loan of approximately $2.1 million to one
of Symphony's prior owners, Maestro LLC. The members of Maestro LLC are also
employees of Symphony. This uncollateralized, interest-bearing loan is payable
on or before December 31, 2006 and carries an interest rate equal to the
Applicable Federal Rate published by the Secretary of the Treasury (as of March
2004, the applicable interest rate was 3.34% per annum). Any 5-year contingent
consideration payments required to be made by the Company relating to the
Symphony acquisition may be used to offset this loan obligation. The 5-year
contingent consideration amount paid during the three months ended March 31,
2004 of $252,620 has been used to offset a portion of this loan obligation. As
of March 31, 2004 and December 31, 2003, the remaining note receivable of
approximately $575,324 and $827,570, respectively, is 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. The following table presents the
components of the net periodic retirement plans' benefit costs for the three
months ended March 31, 2004 and March 31, 2003, respectively:
12
Three Months Three Months
Ended March 31, 2004 Ended March 31, 2003
------------------------ ------------------------
Total Post- Total Post-
Pension retirement Pension retirement
---------- ---------- ---------- ----------
Service Cost $ 453,000 $ 52,000 $ 414,995 $ 108,173
Interest Cost 442,000 116,000 415,244 129,673
Expected Return on Assets (514,000) - (482,626) -
Amortization of:
Unrecognized Transition Asset - - - -
Unrecognized Prior Service Cost 2,000 (66,000) 1,626 8,286
Unrecognized (Gain)/Loss 54,000 5,000 43,992 -
--------- --------- --------- ----------
Total $ 437,000 $ 107,000 $ 393,231 $ 246,132
========= ========= ========= ==========
The Company does not expect to make any contributions during 2004 for its
pension plans. For its postretirement benefit plan, the Company expects to
contribute a total of $350,000 during 2004; for the first three months of 2004,
the Company has contributed approximately $49,000.
13
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 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 managed 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 first
quarters of 2004 and 2003:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
(in millions, except per share amounts)
QUARTER ENDED MARCH 31, 2004 2003 % change
--------- -------- --------
Gross sales of investment products $ 6,092 $ 4,196 45%
Net flows of investment products 3,797 2,105 80
Assets under management (1) (2) 100,923 81,360 24
Operating revenues 119.7 101.5 18
Operating expenses 54.5 47.2 15
Net income 40.0 32.6 23
Basic earnings per share .43 .35 23
Diluted earnings per share .42 .34 24
Dividends per share .15 .13 15
(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 quarter ended March 31, 2004 and 2003 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
QUARTER ENDED MARCH 31, 2004 2003
------ ------
Exchange-Traded Funds $1,023 $1,728
Mutual Funds 390 384
Managed Accounts 4,679 2,084
------ ------
Total Managed Assets $6,092 $4,196
====== ======
15
First quarter gross sales increased 45% year over year, reaching an all-time
high of $6.1 billion. Retail and institutional managed account sales were $4.7
billion, more than double the sales in the first quarter of last year. The
largest driver of the increase was a $2.2 billion increase in value-style equity
managed account sales. Also showing strong growth were municipal managed account
sales, which increased $0.2 billion, and alternative investment account sales,
which increased $0.1 billion. Although exchange-traded fund sales were down $0.7
billion from the $1.7 billion we raised in the first quarter of last year with
the introduction of our first preferred and convertible fund, we launched two
new closed-end funds during the first quarter of 2004, raising almost $1.0
billion in new assets.
Net flows of investment products for first quarters of 2004 and 2003 are shown
below:
NET FLOWS
(in millions)
QUARTER ENDED MARCH 31, 2004 2003
------ ------
Exchange-Traded Funds $1,034 $1,732
Mutual Funds 45 89
Managed Accounts 2,718 284
------ ------
Total $3,797 $2,105
====== ======
Net flows for the quarter were positive across all product categories, totaling
$3.8 billion, an increase of 80% versus the prior year. Strong managed account
flows driven by our value account sales were the main driver of the increase.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT (1)
(in millions)
March 31, December 31, March 31,
2004 2003 2003
--------- ------------ ---------
Exchange-Traded Funds $ 48,620 $ 47,094 $ 41,565
Mutual Funds 12,438 12,285 11,889
Managed Accounts - Retail 28,587 25,676 19,321
Managed Accounts - Institutional 11,278 10,301 8,585
--------- --------- ---------
Total $ 100,923 $ 95,356 $ 81,360
========= ========= =========
(1) Excludes defined portfolio product assets under surveillance
Assets under management ended the quarter at just under $101 billion, an
increase of 24% versus assets under management at the end of the first quarter
of 2003 and an increase of 6% versus assets under management at the end of the
prior year.
16
The components of the change in our assets under management were as follows:
NET ASSETS UNDER MANAGEMENT
(in millions)
March 31, March 31,
QUARTER ENDED 2004 2003
---------- ----------
Beginning Assets Under Management $ 95,356 $ 79,719
Gross Sales 6,092 4,196
Reinvested Dividends 72 74
Redemptions (2,367) (2,165)
--------- ---------
Net Flows into Managed Assets 3,797 2,105
Appreciation/(Depreciation) 1,770 (464)
--------- ---------
Ending Assets Under Management $ 100,923 $ 81,360
========= =========
Positive contributors for the quarter were net flows of $3.8 billion and market
appreciation of $1.8 billion. Equity appreciation was $1.1 billion, while
municipal and other fixed income appreciation was $0.7 billion.
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES
(in thousands)
QUARTER ENDED MARCH 31, 2004 2003
-------- --------
Exchange-Traded Funds $ 58,989 $ 51,434
Mutual Funds 16,147 14,895
Managed Accounts 37,219 28,915
-------- --------
Total $112,355 $ 95,244
======== ========
Advisory fees increased 18% for the quarter driven by an increase in fees across
all product lines. Fees on managed accounts increased due mainly to an increase
in fees on value and municipal accounts as a result of an increase in assets
under management. Fees on our growth accounts remained fairly flat, while base
fees on our alternative investment managed accounts declined somewhat, due to a
reduction in assets under management.
17
Underwriting and distribution revenue for the three-month periods ended March
31, 2004 and 2003 is shown in the following table:
UNDERWRITING AND DISTRIBUTION REVENUE
(in thousands)
QUARTER ENDED MARCH 31, 2004 2003
------ ------
Exchange-Traded Funds $1,216 $ 992
Muni/Fund Preferred(TM) 820 563
Mutual Funds 391 22
Defined Portfolios - 7
------ ------
Total $2,427 $1,584
====== ======
Underwriting and distribution revenue increased $0.8 million for the quarter.
Exchange-traded fund underwriting revenue increased as a result of an increase
in the number of offerings in the first quarter of 2004, while Muni/Fund
preferred 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 increase in this area for the first quarter of 2004 is due to an
increase in Symphony performance fees of $0.5 million. This increase was
partially offset by a decline in fees earned on defined portfolio assets under
surveillance as a result of a decline in the overall level of defined portfolio
assets due to the exit of this business in early 2002.
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month periods
ended March 31, 2004 and 2003:
OPERATING EXPENSES
(in thousands)
QUARTER ENDED MARCH 31, 2004 2003
-------- --------
Compensation and benefits $33,213 $28,880
Advertising and promotional costs 3,019 2,555
Occupancy and equipment costs 4,813 4,902
Amortization of intangible assets 1,299 1,302
Travel and entertainment 1,863 1,781
Outside and professional services 5,446 4,545
Other operating expenses 4,874 3,277
------- -------
Total $54,527 $47,242
======= =======
As a % of Operating Revenues 45.6% 46.5%
18
SUMMARY
Operating expenses for the quarter increased 15% 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, they declined nearly one percentage point.
COMPENSATION AND BENEFITS
Base compensation was up approximately 8% due to salary increases and headcount
increases. Profit sharing expense increased due to an increase in net income.
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional expenditures increased $0.5 million due to an
increase in the number of exchange-traded fund offerings in 2004.
OUTSIDE AND PROFESSIONAL SERVICES
Outside and professional services increased $0.9 million due mainly to an
increase in legal fees as a result of the recent mutual fund industry
information requests from the Securities and Exchange Commission. Other outside
service fees increased due to the outsourcing of our data center which occurred
in the second half of 2003.
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 increased approximately $1.6 million, due mainly to an
increase in recruiting expense and additional minority interest expense
attributable to the growth of our NWQ business. Additionally, 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.
NON-OPERATING INCOME/(EXPENSE)
Non-operating income/(expense) includes investment and other income and interest
expense. Investment and other income is comprised primarily of dividends and
interest income from investments, realized gains and losses on investments and
miscellaneous income, including gain or loss on the disposal of property.
Total non-operating income increased $1.2 million in the first quarter of 2004
compared to the first quarter of 2003, driven mainly by non-recurring investment
gains partially offset by an increase in net interest expense resulting from the
private placement debt.
RECENT ACCOUNTING PRONOUNCEMENTS
Effective March 31, 2004, the Company adopted FASB Interpretation No. 46,
(Revised December 2003), "Consolidation of Variable Interest Entities (FIN
46R)". In conjunction with the adoption of FIN 46R, the Company has determined
that certain investment partnerships, for which the Company's wholly-owned
subsidiary, Symphony Asset Management holds a general partner interest in and
acts as the asset manager to, meet the definition of a voting interest entity as
defined in FIN 46R. The conclusion that these investment partnerships meet the
definition of a voting interest entity required the Company to determine if it
is necessary to consolidate the partnerships into its operating results.
Accounting guidance indicates that absent "important rights" available to the
limited partners, the general partner controlling the partnership should
consolidate the partnership. Common industry practice relied on redemption
rights of the limited partners to meet the "important rights" requirement.
However, we understand that a Securities and Exchange Commission ("SEC") staff
member recently provided guidance in a speech and in response to follow up
questions regarding what may constitute an "important right" as described in
AICPA Statement of Position No. 78-9. The guidance from this SEC Staff member
indicates that redemption rights alone would not be an "important right" that
would eliminate the need for the general partner to consolidate the partnership.
As a result of the recent guidance from this SEC Staff member, Symphony Asset
Management is in the process of amending its investment partnership agreements
to incorporate "important rights" as contemplated in the recent SEC staff
member's guidance, and expects to have the agreements amended no later than June
30, 2004. The Company anticipates that these amendments will allow the Company
to continue to account for its general partnership interests in these limited
partnerships using the equity method of accounting and not consolidate them into
the Company's results.
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.
19
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 2004. 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. As of March 31, 2004, there were no
amounts outstanding under these lines 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 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. As of March 31, 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 March 31, 2004 and 2003, 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 March 31, 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 three months ended March 31, 2004, we recorded
approximately $0.5 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 March 31, 2004, we held in treasury 28,066,990 shares of Class A common stock
acquired in open market transactions. During the first quarter of 2004, the
Company repurchased 621,382 Class A common stock shares in open market
transactions. 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 March 31, 2004, the remaining authorization covered 3.6 million shares.
During the first quarter of 2004, we paid out dividends on common shares
totaling approximately $14.0 million.
Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 3 to
Consolidated Financial Statements).
20
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 our operating and other financing needs for
the foreseeable future.
INFLATION
Our assets are, to a large extent, liquid in nature and therefore not
significantly affected by inflation. However, inflation may result in increases
in our expenses, such as employee compensation, advertising and promotional
costs, and office occupancy costs. To the extent inflation, or the expectation
thereof, results in rising interest rates or has other adverse effects upon the
securities markets and on the value of financial instruments, it may adversely
affect our financial condition and results of operations. A substantial decline
in the value of fixed-income or equity investments could adversely affect the
value of assets we manage, which in turn would result in a decline in investment
advisory and performance fee revenue.
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 new inquiries relating to third parties.
FORWARD-LOOKING INFORMATION
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;
21
(3) the adverse effects of increases in interest rates from their present levels
on the net asset value of our assets under management that are invested in
fixed-income securities and the magnifying effect such increases in interest
rates may have on our leveraged closed-end exchange-traded funds; (4) the
adverse effects of poor investment performance by our managers or declining
markets resulting in redemptions, loss of clients, and declines in asset values;
(5) our failure to comply with contractual requirements and/or guidelines in our
client relationships, which could result in losses that the client could seek to
recover from us and in the client withdrawing its assets from our management;
(6) the competitive pressures on the management fees we charge; (7) our failure
to comply with various government regulations such as the Investment Advisers
Act and the Investment Company Act of 1940 and other federal and state
securities laws that impose, or may in the future impose, numerous obligations
on 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 obligations on our broker/dealer Nuveen Investments,
LLC, where the failure to comply with such requirements could cause the SEC or
other regulatory authorities to institute proceedings against our investment
advisers and/or broker/dealer and impose sanctions ranging from censure and
fines to termination of an investment adviser or broker/dealer's registration
and otherwise prohibiting an adviser from serving as an adviser; (8) our
reliance on revenues from investment management contracts that are subject to
annual renewal by the independent board of trustees overseeing the related funds
according to their terms; (9) the loss of key employees that could lead to loss
of assets; (10) burdensome regulatory developments including the adoption of
regulations governing the amount of investment management fees charged by
investment advisers; (11) the impact of recent accounting pronouncements; and
(12) unforeseen developments in litigation involving the securities industry or
the Company.
22
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARCH 31, 2004
The following information, together with information included in this report,
describes the key aspects of certain financial instruments that have market
risk.
INTEREST RATE SENSITIVITY
As of March 31, 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. Early in 2004, the remaining open interest rate swap
transactions were terminated. As of March 31, 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 March 31, 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 March 31, 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 March
31, 2004 were identified that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.
23
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 AND USE OF PROCEEDS
<Table>
<Caption>
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
-------------------------------------------------------------------------------------------------
January 1, 2004 - January 31, 2004 108,182 $ 28.51 108,182 4,123,956
February 1, 2004 - February 29, 2004 234,600 28.91 234,600 3,889,356
March 1, 2004 - March 31, 2004 278,600 28.13 278,600 3,610,756
---------- ----------- ----------- ----------
Total 621,382 $ 28.49 621,382 3,610,756
---------- ----------- ----------- ----------
-------------------------------------------------------------------------------------------------
</Table>
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 March 31, 2004, there are approximately 3.6 million shares
that may yet be purchased under the share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Certain of the following exhibits, as indicated parenthetically,
were previously filed as exhibits to registration statements or
reports filed by the Company with the Commission and are
incorporated herein by reference to such statements or reports
and made a part hereof. Exhibit numbers which are identified
with an asterisk (*) have such documents filed herewith. See
exhibit index on page E-1.
24
3.1 Restated Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement on Form S-1 filed on April 2, 1992, File No.
33-46922).
3.2 Certificate of Designations, Preferences and Rights of 5% Cumulative
convertible Preferred Stock of the Company (Exhibit 3.1(a) to the
Company's Form 10-Q for quarter ended September 30, 2000).
3.3 Amendment to Restated Certificate of Incorporation of the Company
(Exhibit 3.1(b) to the Company's Form 10-K for year ended December 31,
2002).
3.4 Certificate of Ownership and Merger (Exhibit 3.1(c) to the Company's
Form 10-K for year ended December 31, 2002).
3.5 Amended and Restated By-Laws of the Company (Exhibit 3.2 to the
Company's Form 10-K for year ended December 31, 1993).
10.1* Investment Management Agreement and Expense Reimbursement Agreement
between Nuveen Tax-Advantaged Total Return Strategy Fund and Nuveen
Institutional Advisory Corp.
10.2* Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp., as investment manager of Nuveen Tax-Advantaged Total Return
Strategy Fund, and NWQ Investment Management Company, LLC.
10.3* Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp., as investment manager of Nuveen Tax-Advantaged Total Return
Strategy Fund, and Symphony Asset Management, LLC.
10.4* Investment Management Agreement and Expense Reimbursement Agreement
between Nuveen Floating Rate Income Fund and Nuveen Institutional
Advisory Corp.
10.5* Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp., as investment manager of Nuveen Floating Rate Income Fund, and
Symphony Asset Management, LLC.
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.
25
b) Reports on Form 8-K
On January 21, 2004, a report was furnished to the Securities
and Exchange Commission on Form 8-K relating to the Company's
January 21, 2004 press release announcing the Company's fourth
quarter 2003 earnings results.
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: May 10, 2004 By /s/ John P. Amboian
----------------------
John P. Amboian
President
DATE: May 10, 2004 By /s/ Margaret E. Wilson
-------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting
Officer)
27
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.1 Investment Management Agreement and Expense Reimbursement Agreement between Nuveen Tax-Advantaged Total
Return Strategy Fund and Nuveen Institutional Advisory Corp.
10.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp., as investment manager of
Nuveen Tax-Advantaged Total Return Strategy Fund, and NWQ Investment Management Company, LLC.
10.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp., as investment manager of
Nuveen Tax-Advantaged Total Return Strategy Fund, and Symphony Asset Management, LLC.
10.4 Investment Management Agreement and Expense Reimbursement Agreement between Nuveen Floating Rate Income
Fund and Nuveen Institutional Advisory Corp.
10.5 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp., as investment manager of
Nuveen Floating Rate Income Fund, and Symphony Asset Management, LLC.
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