SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2005
[ ] 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 Exchange Act.)
Yes X No
----- -----
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.)
Yes No X
----- -----
At November 4, 2005, there were 77,265,883 shares of the Company's Class A
Common Stock outstanding, $0.01 par value.
NUVEEN INVESTMENTS, INC.
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited),
September 30, 2005 and December 31, 2004 3
Consolidated Statements of Income (Unaudited), Three
Months Ended September 30, 2005 and 2004 Nine Months
Ended September 30, 2005 and 2004 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Nine Months Ended
September 30, 2005 5
Consolidated Statements of Cash Flows (Unaudited), Nine
Months Ended September 30, 2005 and 2004 6
Notes to Consolidated Financial Statements (Unaudited) 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 28
ITEM 4. Controls and Procedures 29
PART II. OTHER INFORMATION
Item 1 through Item 6 30
Signatures 33
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
ASSETS
Cash and cash equivalents $ 76,343 $ 209,360
Management and distribution fees receivable 67,372 50,902
Other receivables 23,494 18,754
Furniture, equipment, and leasehold improvements,
at cost less accumulated depreciation and
amortization of $56,800 and $51,942, respectively 32,239 27,694
Investments 127,262 138,820
Goodwill 572,311 549,811
Other intangible assets, at cost less accumulated
amortization of $19,112 and $15,293, respectively 49,580 53,398
Current taxes receivable 4,834 --
Other assets 26,116 22,854
----------- ----------
$ 979,551 $1,071,593
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-Term Obligations:
Loans payable $ 140,000 $ --
Accounts payable 15,743 14,429
Current taxes payable -- 4,255
Accrued compensation and other expenses 63,888 67,311
Other short-term liabilities 11,713 8,788
----------- ----------
Total short-term obligations 231,344 94,783
----------- ----------
Long-Term Obligations:
Notes payable $ -- $ 305,047
Senior term notes 544,083 --
Deferred compensation 36,065 34,547
Deferred income tax liability, net 26,836 23,959
Other long-term liabilities 21,301 25,177
----------- ----------
Total long-term obligations 628,285 388,730
----------- ----------
Total liabilities 859,629 483,513
Minority interest 4,646 2,602
Common stockholders' equity:
Class A Common stock, $0.01 par value; 160,000,000
shares authorized; 120,911,480 and 47,586,266
shares issued at Sept. 30, 2005 and
Dec. 31, 2004, respectively 1,209 476
Class B Common stock, $0.01 par value; 80,000,000
shares authorized; no shares issued at Sept. 30, 2005
and 73,325,214 shares issued at Dec. 31, 2004 -- 733
Additional paid-in capital 229,434 215,102
Retained earnings 952,723 854,549
Unamortized cost of restricted stock awards (19,416) (77)
Accumulated other comprehensive income/(loss) 3,006 892
----------- ----------
1,166,956 1,071,675
Less common stock held in treasury, at cost
(44,323,623 and 28,006,208 shares, respectively) (1,051,680) (486,197)
----------- ----------
Total common stockholders' equity 115,276 585,478
----------- ----------
$ 979,551 $1,071,593
=========== ==========
See accompanying notes to consolidated financial statements.
3
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Operating revenues:
Investment advisory fees from assets under management $141,136 $120,989 $407,708 $348,689
Product distribution 1,233 2,290 6,477 6,551
Performance fees/other revenue 15,882 8,338 17,826 16,484
-------- -------- -------- --------
Total operating revenues 158,251 131,617 432,011 371,724
Operating expenses:
Compensation and benefits 55,881 45,380 142,952 121,264
Advertising and promotional costs 3,596 3,460 9,334 9,601
Occupancy and equipment costs 5,539 5,018 16,120 14,607
Amortization of intangible assets 1,273 1,273 3,819 3,845
Travel and entertainment 1,871 1,730 5,651 5,681
Outside and professional services 6,302 5,507 18,608 16,752
Minority interest expense 1,406 470 4,219 1,408
Other operating expenses 6,118 4,322 18,154 13,677
-------- -------- -------- --------
Total operating expenses 81,986 67,160 218,857 186,835
Other income/(expense) 688 1,454 5,373 6,679
Net interest expense (5,583) (2,080) (10,990) (7,063)
-------- -------- -------- --------
Income before taxes 71,370 63,831 207,537 184,505
Income taxes 27,886 24,769 79,902 71,588
-------- -------- -------- --------
Net income $ 43,484 $ 39,062 $127,635 $112,917
======== ======== ======== ========
Average common and common equivalent shares outstanding:
Basic 76,294 92,435 82,699 92,636
======== ======== ======== ========
Diluted 81,190 95,415 87,497 95,738
======== ======== ======== ========
Earnings per common share:
Basic $ 0.57 $ 0.42 $ 1.54 $ 1.22
======== ======== ======== ========
Diluted $ 0.54 $ 0.41 $ 1.46 $ 1.18
======== ======== ======== ========
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, 2004 $ 476 $ 733 $215,102 $854,549 $ (77) $ 892 $ (486,197) $ 585,478
Net income 127,635 127,635
Cash dividends paid (46,510) (46,510)
Conversion of B shares to A 733 (733) --
Purchase of treasury stock (603,668) (603,668)
Compensation expense on options 11,313 11,313
Exercise of stock options (5,146) 4,492 28,222 27,568
Grant of restricted stock 12,557 (23,197) 10,640 --
Forfeit of restricted stock 677 (677) --
Amortization of restricted
stock awards 3,181 3,181
Tax effect of options exercised 8,165 8,165
Other comprehensive income 2,114 2,114
------ ----- -------- -------- -------- ------ ----------- ---------
Balance at September 30, 2005 $1,209 $ -- $229,434 $952,723 $(19,416) $3,006 $(1,051,680) $ 115,276
====== ===== ======== ======== ======== ====== =========== =========
NINE MONTHS
Comprehensive Income (in 000s): ENDED 9/30/05
- ------------------------------- -------------
Net income ................................................................ $127,635
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities, net of tax .. (226)
Reclassification adjustments for realized gains/losses ................. (390)
Terminated cash flow hedge ............................................. 1,598
Amortization of terminated cash flow hedges ............................ 1,131
Foreign currency translation adjustment ................................ 1
--------
Subtotal: other comprehensive income ............................... 2,114
--------
Comprehensive Income ............................................. $129,749
========
NINE MONTHS
Change in Shares Outstanding (in 000s): ENDED 9/30/05
- --------------------------------------- -------------
Shares outstanding at the beginning of the year ................. 92,905
Shares issued under equity incentive and other incentive plans .. 1,990
Shares acquired ................................................. (18,289)
Forfeit of restricted stock ..................................... (18)
-------
Shares outstanding at September 30, 2005 ........................ 76,588
=======
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
Consolidated Statements of Cash Flows
Unaudited
(in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2005 2004
----------- --------
Cash flows from operating activities:
Net income $ 127,635 $112,917
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 3,271 2,739
Depreciation of office property, equipment and leaseholds 6,412 5,874
Loss on sale of fixed assets 420 --
Amortization of intangible assets 3,819 3,845
Amortization of debt related costs, net (3,887) (390)
Compensation expense on options and restricted stock 14,494 12,296
Net (increase) decrease in assets:
Management and distribution fees receivable (16,470) 4,218
Other receivables (1,397) (10,499)
Other assets (3,264) (1,477)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (3,515) (3,456)
Deferred compensation 1,518 3,419
Current taxes payable (9,089) (7,415)
Accounts payable 1,314 3,262
Other liabilities 1,449 (5,007)
Other, consisting primarily of the gain/(loss) on
available for sale investments (4,367) 169
----------- --------
Net cash provided from operating activities 118,343 120,495
----------- --------
Cash flows from financing activities:
Proceeds from senior term notes 550,000 --
Repayment of notes and loans payable (1,010,000) --
Proceeds from loans payable 850,000 --
Dividends paid (46,510) (47,258)
Proceeds from stock options exercised 27,568 21,008
Acquisition of treasury stock (603,668) (41,283)
Net deferred debt issuance related items (4,118) 3,847
Other, consisting primarily of the tax effect of options exercised 8,165 7,775
----------- --------
Net cash used for financing activities (228,563) (55,911)
----------- --------
Cash flows from investing activities:
Net purchase of office property and equipment (11,393) (3,941)
Proceeds from sales of investment securities 28,486 1,003
Purchases of investment securities (8,754) (13,500)
Net change in consolidated mutual funds (5,895) --
Contingent consideration for Symphony acquisition -- (1,639)
Repurchase of NWQ minority members' interests (24,675) (15,424)
Other, consisting primarily of the change in other investments (566) 2,804
----------- --------
Net cash used for investing activities (22,797) (30,697)
----------- --------
(Decrease)/increase in cash and cash equivalents (133,017) 33,887
Cash and cash equivalents:
Beginning of year 209,360 161,584
----------- --------
End of period $ 76,343 $195,471
----------- --------
Supplemental Information:
Taxes paid $ 77,566 $ 68,671
Interest paid $ 20,021 $ 12,453
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2005
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.
SALE OF THE ST. PAUL TRAVELERS COMPANIES, INC.'S OWNERSHIP INTEREST IN NUVEEN
INVESTMENTS
On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA") agreed to sell
39.3 million shares of Nuveen Investments' common stock in a secondary
underwritten public offering at $34.00 per share. This sale was completed on
April 7, 2005.
In addition, the Company agreed to repurchase $600 million of Nuveen
Investments' common shares directly from STA at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares was completed
through two steps - a $200 million (6.0 million shares) repurchase was completed
on April 7, 2005, and a $400 million forward purchase (plus interest) was
settled on July 28, 2005. The entire $600 million repurchase has been recorded
by Nuveen Investments as if it were completed in its entirety on April 7, 2005.
As such, effective April 7, 2005, Nuveen Investments had approximately 75.9
million shares of common stock outstanding for the purpose of computing basic
earnings per share. Upon the closing of the secondary offering, the Company was
no longer a majority-owned subsidiary of STA.
EXPENSING STOCK OPTIONS
Effective April 1, 2004, the Company began expensing the cost of stock options
in accordance with the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." Under the fair value recognition provisions of SFAS No. 123,
stock-based compensation cost is measured at the grant date based on the value
of the award and is recognized as expense over the lesser of the options'
vesting period or the related employee service period. A Black-Scholes
option-pricing model was used to determine the fair value of each award at the
time of the grant.
The retroactive restatement method described in SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" was adopted and the
results for prior years have been restated. Compensation cost recognized is the
same as that which would have been recognized had the fair value method of SFAS
No. 123 been applied from its original effective date. Prior to April 1, 2004,
the Company accounted for stock option plans under the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees" and related interpretations.
7
OTHER
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 and nine-month periods ended September 30, 2005
and 2004.
For the three months ended
---------------------------------------------------------------------------
September 30, 2005 September 30, 2004
------------------------------------ ------------------------------------
In thousands, Shares Per-share Shares Per-share
except per share data Net income Outstanding amount Net income Outstanding amount
- --------------------- ---------- ----------- --------- ---------- ----------- ---------
Basic EPS $43,484 76,294 $0.57 $39,062 92,435 $0.42
Dilutive effect of:
Deferred stock awards -- 464 -- 458
Employee stock options -- 4,432 -- 2,522
------- ------ ------- ------
Diluted EPS $43,484 81,190 $0.54 $39,062 95,415 $0.41
For the nine months ended
---------------------------------------------------------------------------
September 30, 2005 September 30, 2004
------------------------------------ ------------------------------------
In thousands, Shares Per-share Shares Per-share
except per share data Net income Outstanding amount Net income Outstanding amount
- --------------------- ---------- ----------- --------- ---------- ----------- ---------
Basic EPS $127,635 82,699 $1.54 $112,917 92,636 $1.22
Dilutive effect of:
Deferred stock awards -- 462 -- 456
Employee stock options -- 4,336 -- 2,646
-------- ------ -------- ------
Diluted EPS $127,635 87,497 $1.46 $112,917 95,738 $1.18
Options to purchase 15,543 and 5,251,202 shares of the Company's common stock
were outstanding at September 30, 2005 and 2004, respectively, but were not
included in the computation of diluted earnings per share because the options'
respective weighted average exercise prices of $39.37 and $28.44 per share were
greater than the average market price of the Company's common shares during the
applicable period.
As part of the sale of STA's ownership interest in Nuveen Investments, Class B
common shares previously held by STA were converted to Class A common shares.
8
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 September 30, 2005, Nuveen
Investments, LLC's net capital ratio was 1.32 to 1 and its net capital was
approximately $17,487,000 which was $15,952,000 in excess of the required net
capital of $1,535,000.
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2004 to September 30, 2005 presented on our
consolidated balance sheets (in thousands):
Goodwill
Balance at December 31, 2004 $549,811
Repurchase of NWQ Class 3 minority interests 22,500
--------
Balance at September 30, 2005 $572,311
--------
As part of the NWQ acquisition in 2002, key employees purchased three classes of
non-controlling member interests in NWQ. 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 March
2, 2005, the Company exercised its right to purchase a portion of these
interests for $24.7 million. Of the total amount paid, approximately $22.5
million was recorded as goodwill, with the remainder being recorded as a return
of capital.
SFAS No. 142, "Goodwill and Other Intangible Assets," requires an annual
goodwill impairment test. The results of our last annual test indicated that, as
of May 31, 2005, there was no indication of potential impairment of goodwill.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
September 30, 2005 and December 31, 2004 (in thousands):
At September 30, 2005 At December 31, 2004
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
- ----------------------------- -------- ------------ -------- ------------
Symphony-
Customer relationships $43,800 $ 9,335 $43,800 $ 7,668
Internally developed software 1,622 1,350 1,622 1,107
Favorable lease 369 369 369 369
NWQ customer contracts 22,900 8,058 22,900 6,149
------- ------- ------- -------
Total $68,691 $19,112 $68,691 $15,293
------- ------- ------- -------
The projected amortization for the next five years (exclusive of any
amortization for the Santa Barbara Asset Management acquisition - see Note 8,
"Subsequent Event") is approximately $1.3 million for the remaining three
months of 2005, and annual amortization of $5.0 million for 2006, and $4.8
million for each of 2007, 2008 and 2009.
9
NOTE 5 DEBT
At September 30, 2005 and December 31, 2004, debt on the accompanying
consolidated balance sheets was comprised of the following (in thousands):
SEPTEMBER 30, 2005 DECEMBER 31, 2004
------------------ -----------------
Short-Term Obligations:
Loans payable $140,000 --
-------- --------
Long-Term Obligations:
Notes Payable:
Private placement debt -- $300,000
Net unamortized private placement fees -- (1,568)
Net unamortized gains on unwinding of swaps -- 6,615
-------- --------
subtotal -- $305,047
-------- --------
Senior Term Notes:
Senior term notes - 5 Year $250,000 --
Net unamortized discount (685) --
Senior term notes - 10 Year 300,000 --
Net unamortized discount (1,501) --
Net unamortized debt issuance costs (3,731) --
-------- --------
subtotal $544,083 --
-------- --------
Total $684,083 $305,047
======== ========
PRIVATE PLACEMENT DEBT
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). These notes carried a fixed coupon rate of
4.22%, payable semi-annually and were issued at 100% of par, unsecured, and
prepayable at any time in whole or in part. In the event of prepayment, the
Company would 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. These
notes were originally scheduled to mature on September 19, 2008, but were repaid
on April 6, 2005 with borrowings made under a new Bridge Credit Agreement
(discussed below). At the time of the repayment, the Company also paid
approximately $1.5 million in accrued interest. Under the terms of the private
placement debt, no "make-whole premium" amounts were due. At December 31, 2004,
the fair value of the outstanding private placement debt was $299.0 million. As
a result of the repayment, there were no amounts outstanding at September 30,
2005.
BRIDGE CREDIT FACILITY
On April 1, 2005, Nuveen Investments entered into a $750 million bridge credit
agreement with various financial institutions and Citigroup Global Markets,
Inc., as arranger. The maturity date of this credit agreement was March 31,
2006. Borrowings under this facility bore an interest rate, at Nuveen's option,
of either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to
0.470% based on Nuveen Investments' leverage, with such applicable spread
increasing by 0.25% on September 30, 2005 and by an additional 0.25% on December
31, 2005. During the second quarter of 2005, the Company had used approximately
$300 million of the amount available under the facility to prepay the holders of
the Company's 4.22% senior unsecured notes due September 19, 2008. Also during
the second quarter of 2005, the Company used approximately $410 million of the
remaining amount available under the bridge credit agreement primarily to
fulfill its forward contract obligation to repurchase shares of its capital
stock owned by STA (refer to Note 1, "Basis of Presentation"). During the third
quarter of 2005, the entire $710 million
10
borrowed under the bridge credit agreement was repaid with borrowings made under
a new revolving credit facility and the issuance of senior notes (both discussed
below) and the bridge credit agreement was terminated.
SENIOR TERM NOTES
On September 12, 2005, Nuveen Investments issued $550 million of senior
unsecured notes, comprised of $250 million of 5-year notes and $300 million of
10-year notes. The Company received approximately $544 million in net proceeds
after discounts and other debt issuance costs. The five-year notes bear interest
at an annual fixed rate of 5.0% payable semi-annually beginning March 15, 2006.
The 10-year senior notes bear interest at an annual fixed rate of 5.5% payable
semi-annually also beginning March 15, 2006. The net proceeds from the notes
were used to repay a portion of the outstanding debt under the Bridge Credit
Agreement. The costs related to the issuance of the senior term notes are being
capitalized and amortized to expense over their term. At September 30, 2005, the
fair value of the five-year and ten-year senior term notes was approximately
$247.6 million and $298.7 million, respectively.
SENIOR REVOLVING CREDIT FACILITY
In addition to the senior term notes, the Company has a new $400 million senior
revolving credit facility that expires on September 15, 2010. On September 30,
2005, the Company borrowed $140 million of the total amount available under the
new senior revolving credit facility in order to repay the remaining amount due
under the Bridge Credit Agreement. The rate of interest payable under the
agreement is, at the Company's option, a function of either one of various
floating rate indices or the Federal Funds rate. The agreement requires the
Company to pay a facility fee at an annual rate of a range of 0.08% to 0.15%
that is dependent on our debt rating. 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.
OTHER
Our broker-dealer subsidiary occasionally utilizes available, uncommitted lines
of credit, which approximate $100 million, with no annual facility fees to
satisfy periodic, short-term liquidity needs. At September 30, 2005 and December
31, 2004, no borrowings were outstanding on these uncommitted lines of credit.
NOTE 6 DERIVATIVE FINANCIAL INSTRUMENTS
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 into current
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.
11
In August 2004, 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 were
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 had recorded this loss in "Accumulated Other Comprehensive
Income/(Loss)" in the accompanying consolidated balance sheets, as the treasury
rate locks were considered highly effective for accounting purposes in
mitigating the interest rate risk on the forecasted debt issuance. Amounts
accumulated in other comprehensive loss were to be reclassified into earnings
commensurate with the recognition of the interest expense on the private
placement debt. During the nine months ended September 30, 2004, the Company
reclassified approximately $206,000 of the loss on the treasury rate lock
transactions into interest expense. At December 31, 2004, the remaining
unamortized loss on treasury rate lock transactions was approximately $1.1
million. On April 6, 2005, the Company repaid the entire $300 million of private
placement debt (refer to Note 5, "Debt"). As a result of the early repayment of
the private placement debt, the Company has accelerated the recognition of the
remaining approximate $1.1 million of unamortized deferred loss resulting from
the treasury rate locks. Due to the accelerated recognition of the deferred
loss, there was no remaining unamortized loss on treasury rate lock transactions
at September 30, 2005.
Also related to the private placement debt, the Company entered into a series of
interest rate swap transactions. The Company entered into forward-starting
interest rate swap transactions as hedges against changes in a portion of the
fair value of the private placement debt. Under the agreements, payments were to
be exchanged at specified intervals based on fixed and floating interest rates.
All of the interest rate swap transactions were designated as fair value hedges
to mitigate the changes in fair value of the hedged portion of the private
placement debt. The Company determined that these interest rate swap
transactions qualified for treatment under the short-cut method of SFAS No. 133
of measuring effectiveness. All of these interest rate swap transactions were
cancelled. The cancellation of these interest rate swap transactions resulted in
a total gain to the Company of $8.1 million. These gains were being amortized
over the term of the private placement debt, lowering the effective interest
rate of the private placement debt. The amortization of the gains resulting from
the cancellation of these interest rate swap transactions is reflected in
"Interest Expense" on the accompanying consolidated statements of income.
Approximately $0.4 million of these gains were amortized as a reduction to
interest expense for the nine months ended September 30, 2004. As a result of
the early repayment of the private placement debt on April 6, 2005, the Company
accelerated the recognition of the remaining unamortized gains resulting from
the interest rate swap transactions. For the nine months ended September 30,
2005, approximately $6.6 million of gains from the cancellation of interest rate
swap agreements was recognized as current income. Due to the accelerated
recognition of these gains, there was no remaining unamortized gain on interest
rate swap transactions at September 30, 2005.
In addition to amortizing the deferred gains and losses on the derivative
transactions, the Company was amortizing debt issuance costs related to the
private placement debt. On April 6, 2005, there was a total of $1.5 million in
unamortized private placement fees. Due to the repayment of the private
placement debt, the recognition of these fees was also accelerated. The total
net resulting gain from the acceleration of the treasury rate lock transactions,
the cancellation of the interest rate swaps and the private placement fees was
approximately $3.6 million. This gain was recorded as Miscellaneous
Non-Operating Income in the second quarter of 2005.
Included in "Investments" on the accompanying consolidated balance sheet as of
December 31, 2004 are certain swap agreements that have not been designated as
hedging instruments. At September 30, 2005,
12
there were no such swap agreements. These swap agreements were being used to
re-create certain fixed-income indices for purposes of establishing new
fixed-income products that may be offered to investors in the future. The
notional values and related expiration dates of these swap agreements were as
follows: $2.0 million of positions expiring in August 2005 and $2.6 million of
positions expiring in September 2009. For the nine months ended September 30,
2005 and 2004, the net gain on these instruments totaled approximately $13,000
and $14,000, respectively, and has been reflected in "Other Income/(Expense)" in
the accompanying consolidated statements of income.
Also included in the accompanying consolidated balance sheets as of September
30, 2005 and December 31, 2004 are certain swap agreements and futures contracts
that have not been designated as hedging instruments. The swap agreements and
futures contracts are being used to mitigate overall market risk of certain
recently created product portfolios that are not yet being marketed. At
September 30, 2005, the net fair value of these open non-hedging derivatives was
approximately $385,900 and is reflected as approximately $402,200 in "Other
Assets" and $788,100 in "Other Short-Term Liabilities" on the accompanying
consolidated balance sheet. At December 31, 2004 the fair value of the open
non-hedging derivatives was approximately $66,000 and is reflected in "Other
Short-Term Liabilities" on the accompanying consolidated balance sheet. For the
nine months ended September 30, 2005, the net fair value adjustment resulted in
a loss of approximately $319,900, of which approximately $13,000 was realized,
with the remainder reflected in unrealized gains/losses in the accompanying
consolidated statement of income for the nine months ended September 30, 2005.
As these derivative transactions were not entered into until December 2004,
there is no fair value adjustment for the nine months ended September 30, 2004.
In anticipation of the issuance of the senior term notes (refer to Note 5,
"Debt"), the Company entered into a series of treasury rate lock transactions
with an aggregate notional amount of $550 million. These treasury rate locks
were accounted for as cash-flow hedges, as they hedged against the variability
in future projected interest payments on the forecasted issuance of fixed rate
debt (the longer-term senior term notes that replaced the bridge credit
agreement) attributable to changes in interest rates. The prevailing treasury
rates had increased by the time of the senior term notes issuance and the locks
were settled for a net payment to the Company of approximately $1.6 million. The
Company has recorded this gain in "Accumulated Other Comprehensive
Income/(Loss)" on the accompanying consolidated balance sheet as of September
30, 2005, as the treasury rate locks were considered highly effective for
accounting purposes in mitigating the interest rate risk on the forecasted debt
issuance. The $1.6 million will be reclassified into current earnings
commensurate with the recognition of interest expense on the 5-year and 10-year
term debt. At September 30, 2005, the unamortized gain on the treasury rate lock
transactions was approximately $1.6 million. For the remaining three months of
2005 and all of 2006, the Company expects to reclassify approximately $59,000
and $241,000, respectively, of the gain on the treasury rate lock transactions
into interest expense.
NOTE 7 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 and nine months ended September 30, 2005 and 2004, respectively:
13
Three Months Three Months
Ended Sept. 30, 2005 Ended Sept. 30, 2004
---------------------- ----------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
--------- ---------- --------- ----------
Service Cost $ 392,750 $ 63,000 $ 389,000 $ 52,000
Interest Cost 450,500 128,250 409,000 106,000
Expected Return on Assets (541,000) -- (523,000) --
Amortization of:
Unrecognized Prior Service Cost -- (66,250) 1,000 (66,000)
Unrecognized (Gain)/Loss 31,500 14,750 29,000 --
--------- -------- --------- --------
Total $ 333,750 $139,750 $ 305,000 $ 92,000
========= ======== ========= ========
Nine Months Nine Months
Ended Sept. 30, 2005 Ended Sept. 30, 2004
------------------------ ------------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
----------- ---------- ----------- ----------
Service Cost $ 1,178,250 $ 189,000 $ 1,231,000 $ 156,000
Interest Cost 1,351,500 384,750 1,260,000 338,000
Expected Return on Assets (1,623,000) -- (1,560,000) --
Amortization of:
Unrecognized Prior Service Cost -- (198,750) 4,000 (198,000)
Unrecognized (Gain)/Loss 94,500 44,250 112,000 10,000
----------- --------- ----------- ---------
Total $ 1,001,250 $ 419,250 $ 1,047,000 $ 306,000
=========== ========= =========== =========
The Company is not required and does not expect to make any contributions during
2005 for its pension plans. For its postretirement benefit plan, the Company
expects to pay out in total claims/contribute a total of $491,000 during 2005;
for the first nine months of 2005, the Company has paid out approximately
$426,000.
NOTE 8 SUBSEQUENT EVENT
On August 1, 2005 the Company announced an agreement to acquire Santa Barbara
Asset Management ("SBAM"), an investment manager with $2.8 billion of assets
under management. SBAM specializes in managing growth stock portfolios for
institutions and high-net-worth investors. The Company paid $50 million of
consideration in cash for SBAM. The transaction closed on October 3, 2005.
14
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SEPTEMBER 30, 2005
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 defined portfolio products
we 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) distribution and underwriting revenue. Performance
fees are earned when investment performance on certain institutional accounts
and hedge funds exceeds a contractual threshold. 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 initial public offerings of our
exchange-traded funds. 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.
RECENT EVENTS
On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA") agreed to sell
39.3 million shares of Nuveen Investments' common stock in a secondary
underwritten public offering at $34.00 per share. This sale was completed on
April 7, 2005.
In addition, the Company agreed to repurchase $600 million of Nuveen
Investments' common shares directly from STA at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares was completed
in two steps - a $200 million (6.0 million shares) repurchase was completed on
April 7, 2005, and a $400 million forward purchase (plus interest) that settled
on July 28,
15
2005. The entire $600 million repurchase was recorded by Nuveen Investments as
if it were completed in its entirety on April 7, 2005. As such, effective April
7, 2005, Nuveen Investments had approximately 75.9 million shares of common
stock outstanding for the purpose of computing basic earnings per share.
Upon the closing of the secondary offering on April 7, 2005, the Company was no
longer a majority-owned subsidiary of STA, and as of the end of September 2005,
all of STA's remaining ownership interest has been sold.
SUBSEQUENT EVENT
On October 3, 2005, the Company finalized the acquisition of Santa Barbara Asset
Management ("SBAM"), an asset management firm based in California with
approximately $3 billion in assets under management. SBAM specializes in mid- to
large-cap and small- to mid-cap growth equities, primarily with institutions and
high-net worth investors.
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of the Company's operations for
the three-month and nine-month periods ended September 30, 2005 and 2004:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
-------- -------- -------- -------- -------- --------
Gross sales of investment products $ 5,875 $ 5,751 2% $ 20,013 $ 17,831 12%
Net flows of investment products 2,035 2,891 (30) 9,779 9,796 --
Assets under management (1)(2) 128,172 106,891 20 128,172 106,891 20
Operating revenues 158.3 131.6 20 432.0 371.7 16
Operating expenses 82.0 67.2 22 218.9 186.8 17
Income before net interest and taxes(3) 77.0 65.9 17 218.5 191.6 14
Net interest expense 5.6 2.1 169 11.0 7.1 56
Income taxes 27.9 24.8 13 79.9 71.6 12
Net income 43.5 39.1 11 127.6 112.9 13
Basic earnings per share 0.57 0.42 36 1.54 1.22 26
Diluted earnings per share 0.54 0.41 32 1.46 1.18 24
Dividends per share 0.21 0.18 17 0.57 0.51 12
(1) At period end.
(2) Excludes defined portfolio assets under surveillance.
(3) In addition to net income, income before net interest and taxes is reported
to help the reader in assessing the results from operations relative to
prior periods given the increased debt on our balance sheet - and the
accompanying higher interest expense - as a result of a $600 million share
repurchase.
16
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 closed-end
exchange-traded fund shares) for the three-month and nine-month periods ended
September 30, 2005 and 2004 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2005 2004 2005 2004
------ ------ ------- -------
Closed-end Exchange-traded Funds $ 14 $ 640 $ 1,987 $ 2,175
Mutual Funds 923 407 2,323 1,080
Retail Managed Accounts 3,981 3,576 11,041 10,757
Institutional Managed Accounts 957 1,128 4,662 3,819
------ ------ ------- -------
Total $5,875 $5,751 $20,013 $17,831
====== ====== ======= =======
Third quarter gross sales were consistent with sales in the third quarter of the
prior year. Mutual fund sales continued to be strong, increasing $0.5 billion
for the quarter driven by sales of our High Yield Municipal Bond Fund and the
NWQ Multi-Cap Value Fund. Retail managed account sales increased $0.4 billion or
11% for the quarter, driven by increases in municipal, value-style equity and
Symphony small-cap core sales. These increases were partially offset by a
decline in growth-style equity account sales of $0.2 billion. Institutional
managed account sales declined $0.2 billion, driven mainly by a decline in
municipal account sales. There were no new exchange-traded fund offerings in the
third quarter of the current year.
Year-to-date sales increased $2.2 billion or 12%. Similar to the increase for
the quarter, the year-to-date increase in mutual fund sales of 115% was driven
mainly by sales of our Nuveen High Yield Municipal Bond Fund and the NWQ
Multi-Cap Value Fund. Retail and institutional managed account sales increased
$1.1 billion or 8%, driven by increases across all styles with the exception of
growth-style equity accounts which declined $0.4 billion. Closed-end
exchange-traded fund sales were $2.0 billion year-to-date, down just slightly
versus the prior year. During the first nine months of the current year, we
raised just over $1.2 billion in our Equity Premium Opportunity Fund, $0.3
billion in our Tax-Advantaged Floating Rate Fund and $0.5 billion in our Equity
Premium Advantage Fund.
17
Net flows of investment products for the three-month and nine-month periods
ended September 30, 2005 and 2004 are shown below:
NET FLOWS
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2005 2004 2005 2004
------ ------ ------ ------
Closed-End Exchange-Traded Funds $ 32 $ 643 $2,032 $2,194
Mutual Funds 593 141 1,296 (20)
Retail Managed Accounts 1,739 1,603 4,182 5,564
Institutional Managed Accounts (329) 504 2,269 2,058
------ ------ ------ ------
Total $2,035 $2,891 $9,779 $9,796
====== ====== ====== ======
Net flows for the quarter totaled $2.0 billion, down $0.9 billion versus flows
in the same quarter of the prior year. Institutional managed account flows
declined $0.8 billion, due mainly to a large redemption in our municipal
business. Retail managed account flows increased slightly, driven by almost $200
million in flows from our Symphony small-cap core managed accounts which were
launched late in the second quarter of 2005. Mutual fund flows were up
significantly for the quarter, more than four times last year's level, driven by
flows into our NWQ Multi-Cap Value Fund and the Nuveen High Yield Municipal Bond
Fund. Flows declined on closed-end exchange-traded funds as there were no new
offerings in the third quarter of the current year.
Year-to-date net flows totaled $9.8 billion, which is consistent with the prior
year. All product lines experienced net inflows for the nine-month period.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT
(in millions)
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
2005 2004 2004
------------- ------------ -------------
Closed-End Exchange-Traded Funds $ 52,094 $ 50,216 $ 49,226
Mutual Funds 14,050 12,680 12,293
Retail Managed Accounts 43,222 36,975 32,265
Institutional Managed Accounts 18,806 15,582 13,107
-------- -------- --------
Total $128,172 $115,453 $106,891
======== ======== ========
Assets under management of over $128 billion on September 30, 2005 were 20%
higher than the nearly $107 billion reported a year earlier and 11% higher than
at the end of the year. During both time frames, asset growth was realized
across all product categories.
The following table presents the component changes in our assets under
management for the three-month and nine-month periods ended September 30, 2005
and September 30, 2004:
18
CHANGE IN NET ASSETS UNDER MANAGEMENT
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2005 2004 2005 2004
------- ------- -------- -------
Gross Sales $ 5,875 $ 5,751 $ 20,013 $17,831
Reinvested Dividends 104 87 258 240
Redemptions (3,944) (2,947) (10,492) (8,275)
------- ------- -------- -------
Net Flows 2,035 2,891 9,779 9,796
Appreciation/(depreciation) 2,119 2,144 2,941 1,739
------- ------- -------- -------
Increase in Assets $ 4,154 $ 5,035 $ 12,720 $11,535
======= ======= ======== =======
For the three-month period ended September 30, 2005, the $4.2 billion increase
in assets under management was driven by $2.0 billion in net flows, $0.8 billion
in fixed-income market depreciation and $2.9 billion of equity market
appreciation. For the nine-month period ended September 30, 2005 net flows of
$9.8 billion were coupled with $0.4 billion in fixed-income market depreciation
and $3.3 billion in equity market appreciation, resulting in a net increase in
assets under management of $12.7 billion.
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Closed-End Exchange-Traded Products $ 63,400 $ 60,054 $186,688 $177,585
Mutual Funds 18,159 15,629 51,724 47,237
Managed Accounts 59,577 45,306 169,296 123,867
-------- -------- -------- --------
Total $141,136 $120,989 $407,708 $348,689
======== ======== ======== ========
Advisory fees increased 17% for both the quarter and year-to-date due to an
increase in management fee revenues across all product lines driven by an
increase in assets under management. Within the managed account product line,
management fee revenues increased on both value-style equity and municipal
accounts, while declining on our growth-style equity accounts.
19
Product distribution revenue for the three-month and nine-month periods ended
September 30, 2005 and 2004 is shown in the following table:
PRODUCT DISTRIBUTION REVENUE
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2005 2004 2005 2004
------ ------ ------ ------
Closed-End Exchange-Traded Products $ -- $ 742 $2,324 $2,184
Muni/Fund Preferred(R) 1,452 1,055 3,919 2,798
Mutual Funds (216) 471 234 1,569
Other (3) 22 -- --
------ ------ ------ ------
Total $1,233 $2,290 $6,477 $6,551
====== ====== ====== ======
Product distribution revenue declined for the quarter, driven mainly by a
decline in underwriting revenue on closed-end exchange-traded funds. There were
no new closed-end exchange-traded fund offerings during the third quarter of the
current year. Mutual fund distribution revenue declined for the quarter as a
result of an increase in commissions paid to distributors on high dollar value
sales while Muni/Fund Preferred(R) revenue increased as a result of an increase
in the number of preferred shares outstanding.
Year-to-date results are similar to those for the quarter with the exception of
underwriting revenue which is up slightly for the nine-month period ended
September 30, 2005 due to an increase in the number of shares ticketed in 2005.
PERFORMANCE FEES/OTHER REVENUE
Performance fees/other revenue consists of performance fees earned on
institutional assets managed by Symphony and various fees earned in connection
with services provided on behalf of our defined portfolio assets under
surveillance. The $7.5 million increase in this area for the third quarter is
due mainly to an increase in Symphony performance fees. Third quarter
performance fees of $15.6 million were up $8.0 million versus the same quarter
of the prior year driven by strong equity performance. Year-to-date, Symphony
performance fees increased $2.6 million versus the prior year. Additionally,
fees earned on defined portfolio assets under surveillance declined for both the
quarter and year-to-date as a result of a decline in the overall level of
defined portfolio assets due to the exit of this business in early 2002.
20
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
nine-month periods ended september 30, 2005 and 2004:
OPERATING EXPENSES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2005 2004 2005 2004
------- -------- -------- --------
Compensation and Benefits $55,881 $45,380 $142,952 $121,264
Advertising and Promotion 3,596 3,460 9,334 9,601
Occupancy and Equipment 5,539 5,018 16,120 14,607
Amortization of Intangibles 1,273 1,273 3,819 3,845
Travel and Entertainment 1,871 1,730 5,651 5,681
Outside/Professional Services 6,302 5,507 18,608 16,752
Minority Interest Expense 1,406 470 4,219 1,408
Other Operating Expenses 6,118 4,322 18,154 13,677
------- ------- -------- --------
Total $81,986 $67,160 $218,857 $186,835
======= ======= ======== ========
% of Operating Revenue 51.8% 51.0% 50.7% 50.3%
SUMMARY
Operating expenses increased 22% for the quarter and 17% year-to-date, due
mainly to increases in compensation and benefits, outside services and other
operating expenses.
COMPENSATION AND BENEFITS
Base compensation for the quarter and year-to-date increased due to salary
increases and headcount increases. Profit sharing expense increased for the
quarter due mainly to an increase in Symphony performance fees.
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional expenditures for the quarter were fairly consistent
with the prior year, while year-to-date expenditures decreased $0.3 million.
OCCUPANCY AND EQUIPMENT COSTS
Occupancy and equipment costs increased $0.5 million and $1.5 million for the
third quarter and year-to-date, respectively, due to an increase in leased space
in California for NWQ.
OUTSIDE AND PROFESSIONAL SERVICES
Outside and professional services increased $0.8 million for the quarter and
$1.9 million year-to-date, due mainly to an increase in electronic information
expenses.
MINORITY INTEREST EXPENSE
Minority interest expense results from key employees having purchased a
non-controlling member interest in NWQ at the time of the acquisition. Given the
growth in NWQ's business, the value associated with the non-controlling member
interest also has increased.
21
ALL OTHER OPERATING EXPENSES
All other operating expenses, including amortization of intangible assets,
travel and entertainment, fund organization costs and other expenses increased
approximately $1.9 million for the quarter and $4.4 million year-to-date. The
increase in this area for the quarter is due to an increase in insurance expense
and an increase in corporate contributions for hurricane relief. The
year-to-date increase is the result of the third quarter increase coupled with
the increase experienced during the first half of the year, mainly as the result
of the payment of a structuring fee of $1.6 million in the second quarter of
2005 related to the initial public offering of our Equity Premium Advantage
closed-end exchange-traded fund.
OTHER INCOME/(EXPENSE)
Other income/(expense) includes realized gains and losses on investments and
miscellaneous income, including gain or loss on the disposal of property.
The following is a summary of Other Income/(Expense) for the three-month and
nine-month periods ended September 30, 2005 and 2004:
OTHER INCOME/(EXPENSE)
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2005 2004 2005 2004
---- ------ ------ ------
Gains/(Losses) On Investments $730 $ (5) $2,279 $3,249
Gains/(Losses) On Fixed Assets (3) -- (420) --
Miscellaneous Income/(Expense) (39) 1,459 3,514 3,430
---- ------ ------ ------
Total $688 $1,454 $5,373 $6,679
==== ====== ====== ======
Total other income/(expense) for the third quarter of 2005 was $0.7 million.
This income was the result of gains recorded on trading investments. Other
income/(expense) in the third quarter compares unfavorably to the $1.5 million
of miscellaneous income recorded in the third quarter of the prior year.
In addition to the $0.7 million in other income/(expense) recorded in the third
quarter of 2005, year-to-date other income/(expense) also includes $1.9 million
of gains recorded in the first quarter and $2.8 million recorded in the second
quarter. The second quarter income resulted from the acceleration of unamortized
deferred gains and losses resulting from various interest rate hedging activity
associated with the private placement debt. This accelerated recognition
resulted in $3.6 million of miscellaneous income for the quarter. Partially
offsetting this income were $0.4 million in losses that resulted from the sale
of investment securities and another $0.4 million in losses associated with the
write-off of certain leasehold improvements.
22
NET INTEREST EXPENSE
The following is a summary of net interest expense for the three-month and
nine-month periods ended September 30, 2005 and 2004:
NET INTEREST EXPENSE
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2005 2004 2005 2004
------- ------- -------- -------
Dividend and Interest Revenue $ 2,444 $ 732 $ 7,065 $ 1,825
Interest Expense (8,027) (2,812) (18,055) (8,888)
------- ------- -------- -------
Total $(5,583) $(2,080) $(10,990) $(7,063)
======= ======= ======== =======
Total net interest expense increased $3.5 million in the third quarter of 2005
and $3.9 million year-to-date, due to increased interest expense associated with
the repurchase of shares from STA and the related increase in outstanding debt.
Partially offsetting this increase was an increase in interest revenue due to
dividends received during 2005 and in interest earned on consolidated fund
investments.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (Revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R
is a revision of SFAS No. 123, and supersedes APB Opinion No. 25 and its related
implementation guidance. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services through share-based
payment transactions. SFAS No. 123R requires a public entity to measure the cost
of employee services received in exchange for the award of equity instruments
based on the fair value of the award at the date of grant. The cost will be
recognized over the period during which an employee is required to provide
services in exchange for the award. SFAS No. 123R is effective beginning in the
next fiscal year that begins after June 15, 2005. While the Company currently
follows SFAS No. 123, resulting in the recognition of option expense in the
accompanying consolidated statements of income, the adoption of SFAS No. 123R
will require the use of a slightly different method of accounting for
forfeitures beginning in 2006. This change in methodology will not have a
material impact on the Company's consolidated financial statements.
In May 2005, the FASB issued SFAS No. 154, "Accounting for Changes and Error
Corrections ("SFAS No. 154") - a Replacement of APB Opinion No. 20 and FASB
Statement No. 3". Opinion No. 20 previously required that most voluntary changes
in accounting principle be recognized by including in net income of the period
of change the cumulative effect of changing to the new accounting principle.
SFAS No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine the period-specific effects or the cumulative effect of the change.
The Company does not expect to make any changes in accounting principles.
CAPITAL RESOURCES, LIQUIDITY
AND FINANCIAL CONDITION
PRIVATE PLACEMENT DEBT
On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). Proceeds from the private placement debt were
used to refinance existing debt and
23
for general corporate purposes. These notes carried a fixed coupon rate of
4.22%, payable semi-annually, were issued at 100% of par, were unsecured and
were prepayable at any time in whole or in part. These notes were originally
scheduled to mature on September 19, 2008, but were repaid on April 6, 2005 with
borrowings made under a new bridge credit agreement (discussed below). At the
time of the repayment, the Company also paid approximately $1.5 million in
accrued interest. Under the terms of the private placement debt, no "make-whole
premium" amounts were due.
BANK CREDIT FACILITIES
The Company also had a line of credit with a group of banks. This $250 million
credit line was divided into two equal facilities: one with a three-year term
that was scheduled to expire in August of 2006, and one with a term of 364 days
that was scheduled to expire in August of 2005. During the second quarter of
2005, the Company terminated the 364-day line of credit, and amended the
three-year line of credit to permit the borrowings under a new bridge financing
agreement and the use of those borrowings as described below. During the third
quarter of 2005, the Company terminated the three-year term facility and
replaced it with a new senior revolving credit facility (discussed below).
BRIDGE CREDIT FACILITY
In April 2005, the Company entered into a $750 million bridge credit agreement
with various financial institutions and Citigroup Global Markets, Inc. as
arranger. The original maturity date of this credit agreement was March 31,
2006. Borrowings under this facility bore an interest rate, at Nuveen's option,
of either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to
0.470% based on Nuveen Investments' leverage, with such applicable spread
increasing by 0.25% on September 30, 2005 and by an additional 0.25% on December
31, 2005. The bridge credit agreement required Nuveen Investments to pay a
facility fee quarterly in arrears in an annual amount ranging from 0.09% to
0.13%, depending on Nuveen's leverage ratio, and, when applicable, a utilization
fee. During the second quarter of 2005, the Company used approximately $300
million of the amount available under the facility to prepay the holders of the
Company's 4.22% senior unsecured notes due September 19, 2008. Also during the
second quarter of 2005, the Company used an additional $410 million of the
remaining amount available under the bridge credit agreement primarily to
fulfill its forward contract obligation to repurchase shares of its capital
stock owned by STA (refer to Note 1, "Basis of Presentation"). During the third
quarter of 2005, the entire $710 million borrowed under the bridge credit
agreement was repaid with borrowings made under a new revolving credit facility
and the issuance of senior notes (both discussed below) and the bridge credit
agreement was terminated.
SENIOR TERM NOTES
On September 12, 2005, Nuveen Investments issued $550 million of senior
unsecured notes, consisting of $250 million of 5-year notes and $300 million of
10-year notes. The Company received approximately $544.4 million in net proceeds
after discounts. The five-year notes bear interest at an annual fixed rate of
5.0% payable semi-annually beginning March 15, 2006. The 10-year senior notes
bear interest at an annual fixed rate of 5.5% payable semi-annually also
beginning March 15, 2006. The net proceeds from the notes were used to repay a
portion of the outstanding debt under the Bridge Credit Agreement. The costs
related to the issuance of the senior term notes are being capitalized and
amortized to expense over their term. At September 30, 2005, the fair value of
the five-year and ten-year senior term notes was approximately $247.6 million
and $298.7 million, respectively.
SENIOR REVOLVING CREDIT FACILITY
In addition to the senior term notes, the Company has a new $400 million senior
revolving credit facility that expires on September 15, 2010. On September 30,
2005, the Company borrowed $140 million of the total amount available amount
under the new senior revolving credit facility in order to repay the remaining
amount due under the bridge credit agreement. The rate of interest payable under
the agreement is, at the Company's option, a function of either one of various
floating rate indices or
24
the Federal Funds rate. The agreement requires the Company to pay a facility fee
at an annual rate of a range of 0.08% to 0.15% that is dependent on our debt
rating. 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.
OTHER
In addition to the above facilities, our broker/dealer subsidiary occasionally
utilizes available, uncommitted lines of credit with no annual facility fees,
which approximate $100 million, to satisfy periodic, short-term liquidity needs.
As of September 30, 2005 and 2004, no borrowings were outstanding on these
uncommitted lines of credit.
EQUITY AND DIVIDENDS
As part of the NWQ acquisition in 2002, key employees purchased a
non-controlling, member interest in NWQ Investment Management Company, LLC. The
non-controlling interest of approximately $0.4 million as of September 30, 2005,
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 and nine months ended
September 30, 2005, we recorded approximately $1.4 million and $4.2 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 March 2, 2005, the Company exercised its right to purchase
a portion of these interests for $24.7 million. Of the total amount paid,
approximately $22.5 million was recorded as goodwill with the remainder being
recorded as a return of capital.
At September 30, 2005, we held in treasury 44,323,623 shares of Nuveen
Investments Class A common stock. During the third quarter of 2005, the Company
repurchased 404 shares of Class A common stock in open market transactions as
part of an on-going repurchase program. As part of a share repurchase program
approved on August 9, 2002, we are authorized to purchase up to 7.0 million
shares of Class A common stock. As of September 30, 2005, the remaining
authorization covered 2.3 million shares.
During the third quarter and first nine months of 2005, we paid out dividends on
common shares totaling approximately $16.0 million and $46.5 million,
respectively.
BROKER/DEALER
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, "Net Capital Requirement").
LIQUIDITY
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 short-term and long-term working capital
needs, planned capital expenditures, future contractual obligations and payment
of its anticipated quarterly dividend.
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
25
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.
FORWARD-LOOKING INFORMATION AND RISKS
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 Form 10-Q) may contain statements that are not historical
facts, but are "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. These statements relate to
future events or future financial performance and reflect management's
expectations and opinions. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," or
"potential," or comparable terminology. 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 and
elsewhere in this report. 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, whether as a result of new information, future
events or any other reason.
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) our inability to access third-party distribution channels to market our
products; (3) the adverse effects of declines in securities markets on our
assets under management and future offerings; (4) a decline in the market for
closed-end mutual funds; (5) 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; (6) the adverse effects of poor investment performance by our managers or
declining markets resulting in redemptions, loss of clients, and declines in
asset values; (7) 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; (8) the competitive pressures on the management fees we
charge; (9) our failure to comply with various government regulations such as
the Investment Advisers Act and the Investment Company Act of 1940 and other
federal and state securities laws that impose, or may in the future impose,
numerous obligations on investment firms and the Securities Exchange Act of 1934
and other federal and state securities laws and the rules of National
Association of Securities Dealers that impose, or may in the future impose,
numerous obligations on our broker-dealer Nuveen Investments, LLC, where the
failure to comply with such requirements could cause the SEC or other regulatory
authorities to institute proceedings against our investment advisers and/or
broker-dealer and impose sanctions ranging from censure and fines to termination
of an investment adviser or broker-dealer's registration and otherwise
prohibiting an adviser from serving as an adviser; (10) 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; (11) the loss of key employees that could lead to loss of assets; (12)
burdensome regulatory developments, including developments brought in response
to perceived industry-wide regulatory violations and possible government
regulation of the amount and level of fees charged by investment advisers; (13)
the failure to realize the benefits of any future acquisitions; (14) the impact
of recent accounting pronouncements; (15) the effect of increased leverage on us
as a result of our
26
incurring indebtedness in connection with our $600 million stock repurchase
completed in 2005; and (16) unforeseen developments in litigation involving the
securities industry or the Company.
27
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SEPTEMBER 30, 2005
MARKET RISK
The following information, and information included elsewhere in this report,
describes the key aspects of certain financial instruments that have market
risk.
INTEREST RATE SENSITIVITY
As of September 30, 2005, we had $140 million outstanding under our senior
revolving credit facility. The rate of interest payable under the agreement is,
at the Company's option, a function of either one of various floating rate
indices or the Federal Funds rate. We estimate that a 100 basis point increase
in interest rates from the level at September 30, 2005 would result in a $0.4
million increase in interest expense for the remainder of the year; however it
would have no impact on the fair value of the debt at September 30, 2005. In
addition to the $140 million of debt outstanding under our revolving credit
facility at September 30, 2005, we also had $550 million of senior unsecured
notes, including $250 million of 5-year notes and $300 million of 10-year notes.
The five-year notes will bear interest at an annual fixed rate of 5.0% payable
semi-annually, beginning March 15, 2006. The 10-year senior notes will bear
interest at an annual fixed rate of 5.5% payable semi-annually, also beginning
March 15, 2006. A change in interest rates on our fixed debt would have had no
impact on interest incurred or cash flow, but would have had an impact on the
fair value of the debt. We estimate that a 100 basis point (1 percentage point)
increase in interest rates from the levels at September 30, 2005 would have
resulted in a net decrease in the fair value of our debt of approximately $23
million at September 30, 2005.
As of September 30, 2004, all of our long-term debt was at a fixed interest
rate. A change in interest rates on our fixed debt would have had no impact on
interest incurred or cash flow, but would have had an impact on the fair value
of the debt. We estimate that a 100 basis point (1%) increase in interest rates
from the levels at September 30, 2004 would have resulted in a net decrease in
the fair value of our debt of approximately $10 million at September 30, 2004.
In anticipation of longer-term financing to replace the bridge credit agreement,
the Company entered into a series of treasury rate lock transactions with an
aggregate notional amount of $550 million. These treasury rate locks were
accounted for as cash-flow hedges, as they hedged against the variability in
future projected interest payments on the forecasted issuance of fixed rate debt
(the longer-term financing that replaced the bridge credit agreement)
attributable to changes in interest rates. These treasury rate locks were closed
out during the third quarter of 2005 and were settled for a net payment to the
Company of approximately $1.6 million. There were no open treasury rate lock
transactions at either September 30, 2005 or September 30, 2004.
Our investments consist primarily of Company-sponsored managed investment funds
that invest in a variety of asset classes. Additionally, the Company
periodically invests in new advisory accounts (certain recently created product
portfolios that are not yet being marketed) to establish a performance history
prior to a potential product launch. Company-sponsored funds and accounts are
carried on our consolidated financial statements at fair market value and are
subject to the investment performance of the underlying sponsored fund or
account. Any unrealized gain or loss is recognized upon the sale of the
investment. The carrying value of the Company's investments in fixed-income
funds or accounts, which expose us to interest rate risk, was approximately $41
million and $9 million at September 30, 2005 and 2004, respectively. We estimate
that a 100 basis point (1 percentage point) increase in interest rates from the
levels at September 30, 2005 would have resulted in a net decrease of
approximately $2 million in the fair value of the fixed income investments at
September 30, 2005. We
28
estimate that a 100 basis point movement from the levels at September 30, 2004,
would have resulted in an immaterial change in the fair value of the fixed
income investments at September 30, 2004.
Also included in investments at September 30, 2005, are certain swap agreements
and futures contracts that are sensitive to changes in interest rates. The
futures contracts and swap agreements are being used to mitigate overall market
risk related to our investments in recently created product portfolios that are
not yet marketed. The fair value of these instruments totaled approximately $0.4
million at September 30, 2005. There were no such instruments at September 30,
2004. We estimate that a 100 basis point (1 percentage point) increase in
interest rates from the levels at September 30, 2005 would have resulted in a
net increase in the fair value of the open derivatives of $2 million.
EQUITY MARKET SENSITIVITY
As discussed above in the interest rate sensitivity section, we invest in
certain Company-sponsored managed investment funds and accounts that invest in a
variety of asset classes. The carrying value of the Company's investments in
funds and accounts subject to equity price risk is approximately $43 million and
$41 million at September 30, 2005 and 2004, respectively. We estimate that a
10% adverse change in equity prices would have resulted in decreases of
approximately $4 million in the fair value of our equity securities at both
September 30, 2005 and 2004. The model to determine sensitivity assumes a
corresponding shift in all equity prices.
An adverse movement in the equity prices of our holdings in privately held
companies cannot be easily quantified as our ability to realize returns on
investment depends on the investees' ability to raise additional capital and/or
derive cash inflows from continuing operations.
ITEM 4. CONTROLS AND PROCEDURES
Effective as of September 30, 2005, 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 were effective as of the end of
the period covered by this report, and no changes are required at this time. In
connection with management's evaluation, pursuant to the Exchange Act Rule
13a-15(d), no changes during the quarter ended September 30, 2005 were
identified that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported in the Company's Report on Form 10-K for 2004 and
report on Form 10-Q for the second quarter of 2005, a putative class action
lawsuit was filed on January 10, 2005 (James Jacobs et al v Nuveen
Investments, Inc. et al., No. 05 C0143 (N.D. Ill.)) in federal district
court in Chicago by an individual purporting to be a shareholder of one
open-end fund sponsored by Nuveen. The defendants included Nuveen
Investments, Inc., Nuveen Institutional Advisory Corp. (merged into NAM as
of 1/1/05), NWQ Investment Management Company, LLC, Rittenhouse Asset
Management, Inc., Institutional Capital Corp, and the individual Nuveen
fund directors, including Nuveen's Chairman and Chief Executive Officer
Timothy R. Schwertfeger. Purporting to sue on behalf of investors in all
Nuveen-sponsored open-end mutual funds with equity holdings, the plaintiff
alleged that the defendants breached common law fiduciary duties, duties of
care and Sections 36(a) , 36(b) and 47(b) of the Investment Company Act of
1940 by failing to ensure that open-end funds participated in securities
class action settlements for which these funds were eligible. The complaint
contained no specific allegations that the Nuveen funds failed to
participate in particular settlements but lists 136 settlements during the
period from 1/10/2000 through 1/10/2005 and alleged that the funds failed
to submit claims in some of those proceedings. The plaintiff claimed as
damages disgorgement of fees paid to the investment advisers, compensatory
damages, punitive damages, attorney's fees, and other unspecified relief.
The Company filed a motion to dismiss the complaint on March 14, 2005.
By Memorandum Opinion and Order dated July 20, 2005, the court granted the
Company's motion to dismiss the complaint, dismissing the plaintiff's
federal claims under Sections 36(a), 36(b), and 47(b) with prejudice, and
dismissing the plaintiff's common law or state law claims without
prejudice. The plaintiffs did not appeal this decision, which is now final.
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 matters that the Company feels are material.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
--------------------------------------------------
(c) Total (d) Maximum
Number Number
of Shares of Shares
Purchased that May
(a) Total as Part of Yet Be
Number (b) Average Publicly Purchased
of Shares Price Paid Announced Under the
Period Purchased per Share Program Program
- ------ --------- ----------- ---------- -----------
Share purchases prior to July 1, 2005 under
current repurchase program: 4,684,847 $26.59 4,684,847 2,315,153
July 1, 2005 - July 31, 2005 -- -- -- 2,315,153
August 1, 2005 - August 31, 2005 -- -- -- 2,315,153
September 1, 2005 - September 30, 2005 404 38.44 404 2,314,749
--------- ------ --------- ---------
Total 4,685,251 $26.59 4,685,251 2,314,749
--------- ------ --------- ---------
30
As part of a share repurchase program approved and publicly announced on
August 9, 2002, we are authorized to purchase up to 7.0 million shares of
Class A common stock. As of September 30, 2005, there are approximately 2.3
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
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.
1.1 Underwriting Agreement, dated August 4, 2005, among The St. Paul
Travelers Companies, Inc., Nuveen Investments, Inc., United States
Fidelity and Guaranty Company and Morgan Stanley & Co. Incorporated,
as underwriters (Exhibit 10.1 to the Company's Form 8-K dated August
4, 2005).
1.2 Underwriting Agreement, dated as of September 7, 2005, among Nuveen
Investments, Inc. and Citigroup Global Markets Inc. and UBS
Securities LLC, as representatives of the several underwriters named
in Schedule II thereto (Exhibit 1.1 to the Company's Form 8-K dated
September 7, 2005).
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).
4.1 Indenture, dated as of September 12, 2005, between Nuveen
Investments, Inc. and The Bank of New York Trust Company, N.A., as
Trustee (Exhibit 4.1 to the Company's Form 8-K dated September 7,
2005).
31
4.2 First Supplemental Indenture, dated as of September 12, 2005, between
Nuveen Investments, Inc. and The Bank of New York Trust Company,
N.A., as Trustee (Exhibit 4.2 to the Company's Form 8-K dated
September 7, 2005).
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.
32
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
(Registrant)
DATE: November 8, 2005 By /s/ John P. Amboian
-------------------------------------
John P. Amboian
President
DATE: November 8, 2005 By /s/ Margaret E. Wilson
-------------------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and Accounting
Officer)
33
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
31.1* Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.
31.2* Certification of President pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.
31.3* Certification of Principal Financial and Accounting Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of President pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3* Certification of Principal Financial and Accounting Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
- ----------
* filed herewith
E-1