UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2006
[ ] 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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
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 August 4, 2006, there were 78,636,250 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),
June 30, 2006 and December 31, 2005 3
Consolidated Statements of Income (Unaudited),
Three Months Ended June 30, 2006 and 2005
Six Months Ended June 30, 2006 and 2005 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Six Months Ended June 30, 2006 5
Consolidated Statements of Cash Flows (Unaudited),
Six Months Ended June 30, 2006 and 2005 6
Notes to Consolidated Financial Statements
(Unaudited) 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 29
ITEM 4. Controls and Procedures 30
PART II. OTHER INFORMATION
Item 1 through Item 6 31
Signatures 34
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2006 2005
----------- ------------
ASSETS
Cash and cash equivalents $ 121,779 $ 128,933
Management and distribution fees receivable 65,844 61,932
Other receivables 29,856 22,387
Furniture, equipment, and leasehold improvements, at cost
less accumulated depreciation and amortization
of $63,400 and $58,950, respectively 30,910 31,926
Investments 100,099 121,273
Goodwill 634,270 625,267
Other intangible assets, at cost less accumulated
amortization of $25,256 and $20,785, respectively 71,336 62,307
Current taxes receivable 4,186 4,377
Other assets 22,801 18,815
----------- -----------
$ 1,081,081 $ 1,077,217
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-Term Obligations:
Notes payable $ 100,000 $ 150,000
Accounts payable 13,928 15,990
Accrued compensation and other expenses 57,220 86,644
Other short-term liabilities 25,476 12,930
----------- -----------
Total Short-Term Obligations 196,624 265,564
----------- -----------
Long-Term Obligations:
Senior term notes $ 544,164 $ 543,733
Deferred compensation 40,061 36,585
Deferred income tax liability, net 29,291 26,319
Other long-term liabilities 24,741 23,186
----------- -----------
Total Long-Term Obligations 638,257 629,823
----------- -----------
Total liabilities 834,881 895,387
Minority interest 28,064 25,007
Common stockholders' equity:
Class A Common stock, $0.01 par value; 160,000,000 shares
authorized; 120,911,480 shares issued at June 30, 2006
and December 31, 2005 1,209 1,209
Additional paid-in capital 257,641 246,565
Retained earnings 1,032,629 965,058
Unamortized cost of restricted stock awards (28,860) (18,337)
Accumulated other comprehensive income/(loss) (39) 864
----------- -----------
1,262,580 1,195,359
Less common stock held in treasury, at cost (42,529,001
and 43,196,377 shares, respectively) (1,044,444) (1,038,536)
----------- -----------
Total common stockholders' equity 218,136 156,823
----------- -----------
$ 1,081,081 $ 1,077,217
=========== ===========
See accompanying notes to consolidated financial statements.
3
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Operating revenues:
Investment advisory fees from assets under management $169,140 $135,363 $325,471 $266,572
Product distribution 733 2,440 1,970 5,243
Performance fees / other revenue 2,302 1,088 4,880 1,944
-------- -------- -------- --------
Total operating revenues 172,175 138,891 332,321 273,759
Operating expenses:
Compensation and benefits 59,646 44,034 113,467 87,071
Advertising and promotional costs 2,676 3,070 5,346 5,739
Occupancy and equipment costs 5,975 5,181 11,906 10,581
Amortization of intangible assets 2,798 1,273 4,471 2,546
Travel and entertainment 2,677 2,095 4,786 3,780
Outside and professional services 7,543 6,477 14,687 12,306
Minority interest expense 1,607 1,406 3,087 2,813
Other operating expenses 9,082 7,489 14,840 12,034
-------- -------- -------- --------
Total operating expenses 92,004 71,025 172,590 136,870
Other income/(expense) 3,286 2,826 5,614 4,685
-------- -------- -------- --------
Net interest expense (7,389) (4,418) (15,735) (5,407)
-------- -------- -------- --------
Income before taxes 76,068 66,274 149,610 136,167
Income taxes 29,666 25,317 58,348 52,016
-------- -------- -------- --------
Net income $ 46,402 $ 40,957 $ 91,262 $ 84,151
======== ======== ======== ========
Average common and common equivalent shares outstanding:
Basic 78,028 78,238 77,916 85,955
======== ======== ======== ========
Diluted 83,069 82,580 83,043 90,704
======== ======== ======== ========
Earnings per common share:
Basic $ 0.59 $ 0.52 $ 1.17 $ 0.98
======== ======== ======== ========
Diluted $ 0.56 $ 0.50 $ 1.10 $ 0.93
======== ======== ======== ========
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 ADDITIONAL COST OF OTHER
COMMON PAID-IN RETAINED RESTRICTED COMPREHENSIVE TREASURY
STOCK CAPITAL EARNINGS STOCK AWARDS INCOME/(LOSS) STOCK TOTAL
--------- ---------- ---------- ------------ ------------- ----------- --------
Balance at December 31, 2005 $1,209 $246,565 $ 965,058 $(18,337) $ 864 $(1,038,536) $156,823
Net income 91,262 91,262
Cash dividends paid (35,412) (35,412)
Purchase of treasury stock (48,328) (48,328)
Compensation expense on options 6,534 6,534
Exercise of stock options (5,798) 4,633 34,610 33,445
Grant of restricted stock 7,088 (15,387) 8,299 --
Forfeit of restricted stock 489 (489) --
Amortization of restricted stock awards 4,375 4,375
Tax effect of stock options
exercised and restricted stock 10,340 10,340
Other comprehensive income/(loss) (903) (903)
------ -------- ---------- -------- ----- ----------- --------
Balance at June 30, 2006 $1,209 $257,641 $1,032,629 $(28,860) $ (39) $(1,044,444) $218,136
====== ======== ========== ======== ===== =========== ========
SIX MONTHS
ENDING 6/30/06
--------------
Comprehensive Income (in 000s):
Net income ...................................................... $91,262
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities,
net of tax ................................................ 414
Reclassification adjustments for realized gains/(losses) ..... (657)
Amortization of terminated cash flow hedge ................... (119)
Deferred tax impact of terminated cash flow hedge ............ (550)
Foreign currency translation adjustment ...................... 9
-------
Subtotal: other comprehensive income/(loss) ............... (903)
-------
Comprehensive Income ................................... $90,359
=======
SIX MONTHS
ENDING 6/30/06
--------------
Change in Shares Outstanding (in 000s):
Shares outstanding at the beginning of the year ...... 77,715
Shares issued under equity incentive plans ........... 1,782
Shares acquired ...................................... (1,102)
Forfeit of restricted stock .......................... (13)
------
Shares outstanding at June 30, 2006 .................. 78,382
======
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
-------------------------
2006 2005
-------- ---------
Cash flows from operating activities:
Net income $ 91,262 $ 84,151
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes 2,578 2,474
Depreciation of office property and equipment 4,666 4,157
Loss on sale of fixed assets 171 417
Amortization of intangible assets 4,471 2,546
Amortization of debt related costs, net 262 (3,906)
Compensation expense for equity plans 16,374 10,039
Net (increase) decrease in assets:
Management and distribution fees receivable (3,912) 446
Other receivables 8,855 (5,561)
Other assets (3,986) (4,344)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (29,398) (29,392)
Deferred compensation 3,477 1,232
Accounts payable (2,062) 1,400
Current taxes payable 191 (5,091)
Other liabilities (5,961) 6,718
Other (2,961) (2,990)
-------- ---------
Net cash provided from operating activities 84,027 62,296
-------- ---------
Cash flows from financing activities:
Forward purchase -- 400,000
Repayment of notes payable (50,000) (300,000)
Loans payable -- 362,000
Dividends paid (35,412) (30,535)
Proceeds from stock options exercised 33,445 17,931
Acquisition of treasury stock (48,328) (603,652)
Net deferred debt issuance related items 50 --
Tax effect of options and restricted stock 10,341 5,717
-------- ---------
Net cash used for financing activities (89,904) (148,539)
-------- ---------
Cash flows from investing activities:
Purchase of office property and equipment (3,826) (7,943)
Proceeds from sales of investment securities 41,381 28,025
Purchases of investment securities (16,651) (5,614)
Repurchase of NWQ minority members' interests (22,503) (24,675)
Net change in consolidated mutual funds 377 (6,261)
Other (64) (34)
-------- ---------
Net cash used for investing activities (1,286) (16,502)
-------- ---------
Effect of exchange rate changes on cash and cash
equivalents 9 (2)
Decrease in cash and cash equivalents (7,154) (102,747)
Cash and cash equivalents:
Beginning of year 128,933 209,360
-------- ---------
End of period $121,779 $ 106,613
-------- ---------
Supplemental Information:
Taxes paid $ 47,124 $ 48,927
Interest paid $ 19,215 $ 10,891
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2006
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.
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 as of the
beginning of the first interim or annual reporting period that begins after June
15, 2005. SFAS No. 123R requires the use of a slightly different method of
accounting for forfeitures. Beginning in 2006, the Company adopted SFAS No.
123R. No cumulative accounting adjustment was required. This change in
methodology did not have a material impact on the Company's consolidated
financial statements.
In 2005, the Company repurchased $600 million of Nuveen Investments' common
stock directly from The St. Paul Travelers Companies, Inc. ("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: 1) 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, 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
purposes of computing basic earnings per share.
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.
7
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 six-month periods ended June 30, 2006 and
2005.
For the three months ended
-----------------------------------------------------------
June 30, 2006 June 30, 2005
---------------------------- ----------------------------
In thousands, Net Per-share Net Per-share
except per share data income Shares amount income Shares amount
- --------------------- ------- ------ --------- ------- ------ ---------
Basic EPS $46,402 78,028 $0.59 $40,957 78,238 $0.52
Dilutive effect of:
Stock awards -- 513 -- 464
Employee stock options -- 4,528 -- 3,878
------- ------ ------- ------
Diluted EPS $46,402 83,069 $0.56 $40,957 82,580 $0.50
For the six months ended
-----------------------------------------------------------
June 30, 2006 June 30, 2005
---------------------------- ----------------------------
In thousands, Net Per-share Net Per-share
except per share data income Shares amount income Shares amount
- --------------------- ------- ------ --------- ------- ------ ---------
Basic EPS $91,262 77,916 $1.17 $84,151 85,955 $0.98
Dilutive effect of:
Stock awards -- 472 -- 462
Employee stock options -- 4,655 -- 4,287
------- ------ ------- ------
Diluted EPS $91,262 83,043 $1.10 $84,151 90,704 $0.93
Options to purchase 46,860 and 2,536,483 shares of the Company's common stock
were outstanding as of June 30, 2006 and 2005, respectively, but were not
included in the computation of diluted earnings per share because their
inclusion would have been antidilutive since the options' weighted average
exercise price of $46.39 and $37.97 per share, respectively, was greater than
the average market price of the Company's common shares during the applicable
period.
NOTE 3 NET CAPITAL REQUIREMENT
Nuveen Investments, LLC, the Company's wholly-owned broker/dealer subsidiary, is
subject to SEC Rule 15c3-1, the "Uniform Net Capital Rule," which requires the
maintenance of minimum net capital and requires that the ratio of aggregate
indebtedness to net capital, as these terms are defined in the Rule, shall not
exceed 15 to 1. At June 30, 2006, Nuveen Investments, LLC's net capital ratio
was 2.81 to 1 and its net capital was approximately $12.2 million which was $9.9
million in excess of the required net capital of $2.3 million.
8
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2005 to June 30, 2006 presented on our consolidated
balance sheets (in thousands):
Balance at December 31, 2005 $625,267
Repurchase of NWQ minority interests 22,500
Revised intangible asset valuation (13,497)
--------
Balance at June 30, 2006 $634,270
========
As part of the acquisition of NWQ Investment Management ("NWQ") 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 at fair market value. On February 13, 2004, the
Company exercised its right to call 100% of the NWQ Class 2 minority members'
interests for $15.4 million. Of the total amount paid, approximately $12.9
million was recorded as goodwill. On February 15, 2005, the Company exercised
its right to call 100% of the NWQ Class 3 minority members' interests for $22.8
million. Of the total amount paid, approximately $22.5 million was recorded as
goodwill. On February 15, 2006, the Company exercised its right to purchase 25%
of the NWQ Class 4 minority members' interests for $22.6 million. Of the total
amount paid, approximately $22.5 million was recorded as goodwill, with the
remainder being recorded as a return of capital.
Although the Company has engaged external valuation experts to determine the
appropriate purchase price allocation for the Santa Barbara Asset Management
("SBAM") acquisition completed in October 2005, a final valuation is not yet
complete. The purchase price allocation presented within this 10-Q filing,
although updated, is still preliminary. Generally accepted accounting principles
allow for purchase price adjustments for one year from the time of an
acquisition. Our preliminary estimate indicates that approximately $27.9 million
of the purchase price in excess of the net book value of assets acquired is
assignable to intangible assets, of which $26.2 million relates to customer
relationships and $1.7 million to the SBAM Trademark / Tradename.
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, 2006, there was no indication of potential impairment of goodwill.
9
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
June 30, 2006 and December 31, 2005 (in thousands):
At June 30, 2006 At December 31, 2005
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
- ----------------------------- -------- ------------ -------- ------------
Symphony-
Customer relationships $43,800 $11,002 $43,800 $ 9,891
Internally developed software 1,622 1,594 1,622 1,432
Favorable lease 369 369 369 369
NWQ customer contracts 22,900 9,966 22,900 8,693
SBAM - estimated intangibles:
Customer relationships 26,200 2,183 14,400 400
Trademark / Tradename 1,700 141 -- --
------- ------- ------- -------
Total $96,591 $25,255 $83,091 $20,785
======= ======= ======= =======
The projected amortization for the next five years is approximately $4.0 million
for the remaining six months of 2006, and annual amortization of $7.9 million
for each of 2007, 2008, 2009, and 2010.
NOTE 5 DEBT
At June 30, 2006 and December 31, 2005, debt on the accompanying consolidated
balance sheets was comprised of the following (in thousands):
JUNE 30, 2006 DECEMBER 31, 2005
------------- -----------------
Short-Term Obligations:
Notes payable $100,000 $150,000
-------- --------
Long-Term Obligations:
Senior Term Notes:
Senior term notes - 5 Year $250,000 $250,000
Net unamortized discount - 5 year notes (592) (654)
Senior term notes - 10 Year 300,000 300,000
Net unamortized discount - 10 year notes (1,414) (1,473)
Net unamortized debt issuance costs (3,830) (4,140)
-------- --------
subtotal $544,164 $543,733
-------- --------
Total $644,164 $693,733
======== ========
SENIOR TERM NOTES
On September 12, 2005, Nuveen Investments issued $550 million of senior
unsecured notes, comprised of $250 million of 5-year senior term notes and $300
million of 10-year senior term notes. The Company received approximately $544
million in net proceeds after discounts and other debt issuance costs. The
five-year senior term notes bear interest at an annual fixed rate of 5.0%
payable semi-annually beginning March 15, 2006. The 10-year senior term 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 Company's then outstanding $750
million bridge credit agreement. The costs related to the issuance of the senior
term notes are being capitalized and amortized to expense over their
10
term. At June 30, 2006, the fair value of the five-year and ten-year senior term
notes was approximately $239.7 million and $289.1 million, respectively.
SENIOR REVOLVING CREDIT FACILITY
In addition to the senior term notes, the Company has a $400 million senior
revolving credit facility that expires on September 15, 2010. As of December 31,
2005, the Company borrowed $150 million of the total amount available under the
senior revolving credit facility. The proceeds under this borrowing were used to
repay the remaining amount due under the then outstanding bridge credit
agreement. During the second quarter of 2006, the Company repaid $50 million of
the amount borrowed under this 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. For the
six months ended June 30, 2006, the weighted average interest rate was 5.22%.
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 June 30, 2006 and December 31,
2005, 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.
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 issuance of the senior term notes 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 sheets as of June 30,
2006 and December 31, 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 is
11
being reclassified into current earnings commensurate with the recognition of
interest expense on the 5-year and 10-year term debt. At June 30, 2006, the
unamortized gain on the treasury rate lock transactions was approximately $1.4
million. For the remaining six months of 2006, the Company expects to reclassify
approximately $0.1 million of the gain on the treasury rate lock transactions as
an offset to interest expense.
Also included in the accompanying consolidated balance sheets as of June 30,
2006 and December 31, 2005 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 June 30,
2006, the net fair value of these open non-hedging derivatives was a net
liability of approximately $0.1 million and is reflected as approximately $0.1
million in "Other Assets" and $0.2 million in "Other Short-Term Liabilities" on
the accompanying consolidated balance sheet. At December 31, 2005, the net fair
value of these open non-hedging derivatives was approximately $0.3 million and
is reflected in "Other Short-Term Liabilities" on the accompanying consolidated
balance sheet. For the three and six months ended June 30, 2006, the net fair
value adjustment resulted in a gain of approximately $0.4 million and $0.5
million, respectively, of which approximately $0.3 million and $0.4 million was
realized during the three months and six months ended June 30, 2006,
respectively, with the remainder in unrealized gains/losses, both reflected in
"Other Income/(Expense)" in the accompanying consolidated statements of income
for the three and six months ended June 30, 2006. For the three and six months
ended June 30, 2005, the net fair value adjustment resulted in a loss of
approximately $1.5 million and $1.0 million, respectively, of which
approximately $0.1 million was realized for the three months ended June 30,
2005. There was no realized gain or loss for the six months ended June 30, 2005.
NOTE 7 RETIREMENT PLANS
On December 23, 2003, the 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 and six months ended June 30, 2006
and 2005, respectively:
Three Months Three Months
Ended June 30, 2006 Ended June 30, 2005
---------------------- ----------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
--------- ---------- --------- ----------
Service Cost $ 436,250 $ 60,000 $ 392,750 $ 63,000
Interest Cost 522,250 135,250 450,500 128,250
Expected Return on Assets (561,750) -- (541,000) --
Amortization of:
Unrecognized Prior Service Cost -- (66,250) -- (66,250)
Unrecognized (Gain)/Loss 106,250 22,000 31,500 14,750
--------- -------- --------- --------
Total Net Periodic Retirement
Plans' Benefit Cost $ 503,000 $151,000 $ 333,750 $139,750
========= ======== ========= ========
12
Six Months Six Months
Ended June 30, 2006 Ended June 30, 2005
------------------------ ------------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
----------- ---------- ----------- ----------
Service Cost $ 872,500 $ 120,000 $ 785,500 $ 126,000
Interest Cost 1,044,500 270,500 901,000 256,500
Expected Return on Assets (1,123,500) -- (1,082,000) --
Amortization of:
Unrecognized Prior Service Cost -- (132,500) -- (132,500)
Unrecognized (Gain)/Loss 212,500 44,000 63,000 29,500
----------- --------- ----------- ---------
Total Net Periodic Retirement
Plans' Benefit Cost $ 1,006,000 $ 302,000 $ 667,500 $ 279,500
=========== ========= =========== =========
During 2006, the Company expects to contribute approximately $0.1 million to its
excess pension plan and approximately $0.5 million for benefit payments to its
post-retirement benefit plan. For the first six months of 2006, the Company has
paid out approximately $0.3 million in post-retirement benefits.
NOTE 8 STOCK-BASED COMPENSATION
Effective January 1, 2006, we adopted Statement of Financial Accounting Standard
("SFAS") No. 123(R), "Share Based Payment." Because the fair value recognition
provisions of SFAS No. 123, "Stock-Based Compensation," and SFAS No. 123(R) were
materially consistent under our equity plans, the adoption of SFAS No. 123(R)
did not have a significant impact on our financial position or our results of
operations.
The Company currently maintains two stock-based compensation plans: the Second
Amended and Restated Nuveen 1996 Equity Incentive Award Plan (the "1996 Plan")
and the 2005 Equity Incentive Plan (the "2005 Plan"). Under the 1996 Plan, the
Company had reserved an aggregate of 30,900,000 shares of Class A common stock
for awards. Under the 2005 Plan, the Company has reserved an aggregate of
7,000,000 shares of Class A common stock for awards. Awards under these plans
may be made in the form of stock options, restricted stock, or any combination
thereof.
STOCK OPTIONS
Options may be awarded at exercise prices not less than 100% of the fair market
value of the stock on the grant date, and maximum option terms may not exceed
ten years. A Black-Scholes option-pricing model is used to determine the fair
value of stock-based compensation awards. Awards that expire or are cancelled
without delivery of shares generally become available for reissuance under the
plans.
Options awarded pursuant to the 1996 Plan and the 2005 Plan are generally
subject to three-year cliff vesting and expire ten years from the award date.
During the six months ended June 30, 2006, the Company awarded options to
employees to purchase 906,093 shares of common stock and 344,906 shares of
restricted stock under the 2005 Plan. As of June 30, 2006, there were an
aggregate of 5,841,843 shares available for future equity awards under the 2005
Plan. During the first six months of 2006, no stock options expired unexercised.
Options awarded during the first six months of 2006 had a weighted-average fair
value of $10.28 per share, which was determined at the date of grant using a
Black-Scholes option-pricing model with the following assumptions: a dividend
yield of 2.1%, expected volatility ranging from 23.0% to 23.5%, a risk-free
interest
13
rate ranging from 4.24% to 5.10%, and an expected life of 5.1 years. Options
awarded during the first six months of 2005 had a weighted-average fair value of
$8.91 per share, which was determined at the date of grant using a Black-Scholes
option-pricing model with the following assumptions: a dividend yield of 2.3%,
expected volatility ranging from 22.0% to 23.8%, a risk-free interest rate
ranging from 3.56% to 3.80%, and an expected life of ranging from 5.1 years to 8
years.
A summary of the Company's stock option activity for the six months ended June
30, 2006 is presented in the following table:
WEIGHTED-
WEIGHTED- AVERAGE AGGREGATE
AVERAGE REMAINING INTRINSIC
EXERCISE CONTRACTUAL VALUE
(IN 000S, EXCEPT PER SHARE DATA) OPTIONS PRICE TERM (YEARS) (IN MILLIONS)
------- --------- ------------ -------------
Options outstanding at December 31, 2005 .. 17,683 $25.42
Awarded ................................... 906 44.65
Exercised ................................. (1,438) 23.26
Forfeited ................................. (76) 29.39
------
Options outstanding at June 30, 2006 ...... 17,075 $26.61 6.1 $287
======
Options exercisable at June 30, 2006 ...... 10,425 $21.56 4.8 $228
During the first six months of 2006, the total intrinsic value of stock options
exercised was $32.6 million and the total fair value of stock awards vested was
$23.5 million. For the first six months of 2005, the total intrinsic value of
stock options exercised was $18.4 million and the total fair value of stock
awards vested was $27.4 million.
RESTRICTED STOCK
At the date of the grant, the recipient of restricted stock awards has all
rights of a stockholder, subject to certain restrictions on transferability and
a risk of forfeiture. Restricted stock grants typically vest over a period of
either 3 years or 6 years beginning on the date of grant.
14
A summary of the Company's restricted stock activity for the six months ended
June 30, 2006 is presented in the following table:
Weighted-Average
Number of Grant Date Fair
Shares Value Per Share
--------- ----------------
Non-vested restricted stock at December 31, 2005 .. 799,333 $35.73
Granted ........................................... 344,906 44.61
Vested ............................................ (1,816) 39.09
Forfeited ......................................... (12,947) 37.77
---------
Non-vested restricted stock at June 30, 2006 ...... 1,129,476 $38.41
=========
The weighted-average grant date fair value of restricted stock granted during
the six months ended June 30, 2006 and 2005 was $15 million and $23 million,
respectively or $44.61 and $38.01 per restricted share. No restricted stock
vested during the six months ended June 30, 2006 or June 30, 2005.
In January 2005, the Company granted long-term equity performance ("LTEP")
awards consisting of 269,300 restricted shares and 1,443,000 options to senior
managers. These grants will be awarded only if specified Company-wide
performance criteria are met by the end of 2007, and are subject to additional
time-based vesting if the performance criteria are met. As of June 30, 2006, the
Company has not recorded any compensation expense related to these awards. Once
it appears probable that the Company will meet the performance requirements as
set forth in the LTEP plan, the Company will begin expensing the awards and
record a catch-up adjustment as if we had been expensing the grants since the
date of issuance. The amount of the catch up adjustment, had it been recorded in
the second quarter of 2006, would have been approximately $7 million for the six
quarters since the date of the LTEP grant.
Recorded compensation expense for share based payment awards was $11.4 million
and $10.6 million for the six months ended June 30, 2006 and 2005, respectively.
Tax benefits related to compensation expense for share based payment awards
totaled $4.5 million and $4.0 million for the six months ended June 30, 2006 and
2005, respectively. As of June 30, 2006, there was $37.4 million of total
unrecognized compensation costs related to stock options and restricted stock
awards, not including long-term equity performance awards discussed above. These
costs are expected to be recognized over a weighted average period of 2.4 years.
Share repurchases are utilized to, among other things, reduce the dilutive
impact of our stock-based plans. At June 30, 2006, the Company has an approved
share repurchase plan in place with 0.4 million shares remaining to be
purchased. Repurchased shares are converted to Treasury shares and are used to
satisfy stock option exercises, as needed. Share repurchase activity is
dependent on the availability of excess cash after meeting business and capital
requirements. Therefore, the timing and amount of repurchases is not known and
we do not have an estimate of the number of shares expected to be repurchased
during 2006.
NOTE 9 GAIN CONTINGENCY
During the second quarter of 2006, the Company sold its minority investment in
Institutional Capital Corporation ("ICAP"), an institutional money manager which
was acquired by New York Life Investment Management.
The Company recorded a $3.1 million gain during the second quarter of 2006 as a
result of the initial closing of this sale. Under the terms of the sale
agreement, the Company can potentially receive an additional cash payment of up
to $7 million in the second half of 2006 if certain investor approvals and
client retention targets are met. In addition, if certain indemnification
obligations are satisfied, the Company may potentially receive an additional $5
million in the fourth quarter of 2007, upon the release of funds from an escrow
established to cover any breaches of representations and warranties.
15
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
JUNE 30, 2006
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 institutional market segments. We
distribute our investment products and services, which include individually
managed accounts, closed-end exchange-traded funds ("closed-end funds"), and
open-end mutual funds ("open-end funds" or "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.
The Company and its subsidiaries offer high-quality investment capabilities
through six branded investment teams: NWQ, specializing in value-style equities;
Nuveen, managing fixed-income investments; Santa Barbara, committed to growth
equities; Tradewinds, specializing in global equities; Rittenhouse, dedicated to
"blue-chip" growth equities, and Symphony, with expertise in alternative
investments as well as equity and income products.
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. 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 main sources of
operating 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. Generally,
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 closed-end 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. Also included in distribution and
underwriting revenue is Muni Preferred(R) and Fund Preferred(R) revenue.
Preferred shares of our closed-end funds are bought and sold through a secondary
market auction. A participation fee is paid by the fund to the auction
participants based on shares traded. Access to the auction must be made through
a participating broker. We offer non-participating brokers access to the
auctions, for which we earn a portion of the participation fee.
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.
16
SUMMARY OF OPERATING RESULTS
The table presented below highlights the results of our operations for the
three-month and six-month periods ended June 30, 2006 and 2005:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions, except per share amounts)
FOR THE SECOND QUARTER OF FOR THE FIRST SIX MONTHS OF
------------------------------ ------------------------------
2006 2005 % CHANGE 2006 2005 % CHANGE
-------- -------- -------- -------- -------- --------
Gross sales of investment products $ 9,187 $ 6,456 42% $ 19,296 $ 14,138 36%
Net flows of investment products 5,072 3,447 47 10,976 7,743 42
Assets under management (1)(2) 148,994 124,018 20 148,994 124,018 20
Operating revenues 172.2 138.9 24 332.3 273.8 21
Operating expenses 92.0 71.0 30 172.6 136.9 26
Income before net interest and taxes(3) 83.5 70.7 18 165.3 141.6 17
Net interest expense 7.4 4.4 67 15.7 5.4 191
Income taxes 29.7 25.3 17 58.3 52.0 12
Net income 46.4 41.0 13 91.3 84.2 8
Basic earnings per share 0.59 0.52 13 1.17 0.98 19
Diluted earnings per share 0.56 0.50 12 1.10 0.93 18
Dividends per share 0.24 0.18 33 0.45 0.36 25
(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 completed in 2005.
17
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 fund
shares) for the three-month and six-month periods ended June 30, 2006 and 2005
are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- -----------------
2006 2005 2006 2005
------ ------ ------- -------
Closed-End Funds $ 226 $ 560 $ 226 $ 1,974
Mutual Funds 1,505 697 2,852 1,399
Retail Managed Accounts 4,875 3,376 12,105 7,060
Institutional Managed Accounts 2,581 1,823 4,113 3,705
------ ------ ------- -------
Total $9,187 $6,456 $19,296 $14,138
====== ====== ======= =======
Second quarter gross sales were up 42% year over year reaching $9.2 billion.
Retail and institutional managed account sales were $7.5 billion, up 43% versus
sales in the second quarter of the prior year. The largest driver of the
increase was a $2.0 billion increase in value-style equity managed account
sales, primarily international value accounts. Mutual fund gross sales more than
doubled, driven by increases in both municipal and equity fund sales. Municipal
mutual fund sales were up nearly 70% due to high demand for the Nuveen High
Yield Municipal Bond Fund. Equity mutual fund sales were also up significantly,
driven by sales of our Nuveen NWQ Multi-Cap Value Fund and our Nuveen NWQ
International Value Fund. We had one new closed-end fund offering during the
quarter raising nearly $0.2 billion through our Global Government Enhanced
Income Fund. During the second quarter of the prior year we had one closed-end
fund offering through which we raised $0.6 billion.
Year-to-date sales results are very similar to those for the second quarter.
Retail and institutional managed account sales were up 51% driven by a 66%
increase in value-style equity managed accounts, primarily international value
accounts. Mutual fund sales more than doubled driven by increases in both
municipal and equity fund sales. Closed-end fund sales declined versus 2005 due
to fewer offerings; we had only one offering in 2006 versus three in 2005.
18
Net flows of investment products for the three-month and six-month periods ended
June 30, 2006 and 2005 are shown below:
NET FLOWS
(in millions)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ----------------
2006 2005 2006 2005
------ ------ ------- ------
Closed-End Funds $ 228 $ 576 $ 222 $2,000
Mutual Funds 856 353 1,720 703
Retail Managed Accounts 2,177 1,248 6,292 2,443
Institutional Managed Accounts 1,811 1,270 2,742 2,597
------ ------ ------- ------
Total $5,072 $3,447 $10,976 $7,743
====== ====== ======= ======
Net flows increased $1.6 billion for the quarter and $3.2 billion year-to-date
versus flows in the prior year. Retail managed account flows for the second
quarter were nearly double the level of flows in the same quarter of the prior
year and nearly triple for the year-to-date period. Contributing to this growth
was an acceleration of flows due to the announcement of the closing (to new
investors) of our Tradewinds international strategy in retail managed accounts.
Mutual fund flows showed continued strength with growth in both municipal and
equity fund flows.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT (1)
(in millions)
JUNE 30, 2006 DECEMBER 31, 2005 JUNE 30, 2005
------------- ----------------- -------------
Closed-End Funds $ 51,388 $ 51,997 $ 52,534
Mutual Funds 16,133 14,495 13,505
Retail Managed Accounts 55,277 47,675 39,695
Institutional Managed Accounts 26,196 21,950 18,284
-------- -------- --------
Total $148,994 $136,117 $124,018
======== ======== ========
(1) Excludes defined portfolio product assets under surveillance
Assets under management ended the quarter at just under $149 billion, an
increase of 20% versus assets under management at the end of the second quarter
of 2005 and an increase of 9% versus assets under management at the end of the
prior year. At June 30, 2006, 49% or our assets were in equity portfolios, 41%
in municipal portfolios and 10% in taxable income portfolios.
19
The following table presents the component changes in our assets under
management for the three-month and six-month periods ended June 30, 2006 and
June 30, 2005:
CHANGE IN NET ASSETS UNDER MANAGEMENT
(in millions)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -----------------
2006 2005 2006 2005
------- ------- ------- -------
Gross Sales $ 9,187 $ 6,456 $19,296 $14,138
Reinvested Dividends 85 92 150 153
Redemptions (4,200) (3,101) (8,470) (6,548)
------- ------- ------- -------
Net Flows 5,072 3,447 10,976 7,743
Appreciation/(Depreciation) (1,096) 2,066 1,901 822
------- ------- ------- -------
Increase in Assets $ 3,976 $ 5,513 $12,877 $ 8,565
======= ======= ======= =======
Assets were up for the quarter $4.0 billion as a result of net flows in excess
of downward market movement. All asset classes were negatively impacted by
market movement during the quarter, with equity assets down $0.5 billion,
municipal assets down $0.4 billion and income-oriented assets down $0.1 billion
as a result of market depreciation.
Assets were up $12.9 billion versus the end of the prior year as net flows for
the period of $11.0 billion were coupled with market appreciation of $1.9
billion. Equity and income-oriented assets appreciated $2.8 billion and $0.1
billion, respectively, while market depreciation caused a $0.9 billion decline
in municipal assets.
Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:
INVESTMENT ADVISORY FEES (1)
(in thousands)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------- ------------------
2006 2005 2006 2005
-------- -------- -------- --------
Closed-End Funds $ 61,675 $ 62,137 $123,518 $123,288
Mutual Funds 21,450 17,133 41,328 33,565
Managed Accounts 86,015 56,093 160,625 109,719
-------- -------- -------- --------
Total $169,140 $135,363 $325,471 $266,572
======== ======== ======== ========
(1) Sub-advisory fee expense for the three month and six month periods ended
June 30, 2006 and 2005 was $6.3 million, $6.8 million, $13.3 million and
$13.6 million, respectively.
Advisory fees increased 25% for the quarter driven by increases in fees on
managed accounts and mutual funds. Managed account fees increased for the
quarter as a result of a $3.7 billion increase in assets under management. For
the quarter, the increase in assets under management was the result of $4.0
billion in net flows offset by $0.3 billion in market depreciation. Mutual fund
advisory fees increased 25% for the quarter as result of an increase in assets
under management. Equity mutual fund assets rose 18% during the quarter while
municipal fund assets were up 2%. Fees on closed end funds declined slightly
during the
20
second quarter due to a decline in assets under management due to market
depreciation in excess of net flows.
For the year-to-date period, advisory fees rose 22%. Similar to the results for
the second quarter, the increase was the result of increases in fees on managed
accounts and mutual funds. Managed account fees increased for the first half due
to a $11.8 billion increase in assets under management. Year-to-date, managed
account net flows were $9.0 billion with another $2.8 billion in market
appreciation. Mutual fund advisory fees increased 23% year-to-date as result of
increases in assets under management on both equity funds and municipal funds.
Product distribution revenue for the three-month and six-month periods ended
June 30, 2006 and 2005 is shown in the following table:
PRODUCT DISTRIBUTION
(in thousands)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ---------------
2006 2005 2006 2005
------ ------ ------ ------
Closed-End Funds $ 297 $ 887 $ 287 $2,328
Muni/Fund Preferred(R) 1,203 1,315 2,377 2,466
Mutual Funds (767) 238 (694) 449
------ ------ ------ ------
Total $ 733 $2,440 $1,970 $5,243
====== ====== ====== ======
Product distribution revenue declined $1.7 million for the quarter and $3.3
million year-to-date due reductions in closed-end fund underwriting revenue and
mutual fund distribution revenue. Underwriting revenue declined as a result of a
decline in both the number of offerings in 2006 and the size of the offerings.
Mutual fund distribution revenue declined, despite an increase in sales, as a
result of an increase in commissions paid to distributors on high dollar value
sales.
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. Performance fees for the second quarter of 2006 were $2.1 million,
up from the $0.8 million in performance fees in the second quarter of 2005
driven mainly by strong fixed-income performance over the last year.
Year-to-date, Symphony performance fees increased $3.3 million versus the prior
year.
21
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
six-month periods ended June 30, 2006 and 2005:
OPERATING EXPENSES
(in thousands)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -------------------
2006 2005 2006 2005
------- ------- -------- --------
Compensation and benefits $59,646 $44,034 $113,467 $ 87,071
Advertising and promotional costs 2,676 3,070 5,346 5,739
Occupancy and equipment costs 5,975 5,181 11,906 10,581
Amortization of intangible assets 2,798 1,273 4,471 2,546
Travel and entertainment 2,677 2,095 4,786 3,780
Outside and professional services 7,543 6,477 14,687 12,306
Minority interest expense 1,607 1,406 3,087 2,813
Other operating expenses 9,082 7,489 14,840 12,034
------- ------- -------- --------
Total $92,004 $71,025 $172,590 $136,870
======= ======= ======== ========
% of Operating Revenue 53.4% 51.1% 51.9% 50.0%
SUMMARY
Operating expenses increased 30% for the second quarter and 26% year-to-date due
mainly to increases in compensation and benefits.
COMPENSATION AND BENEFITS
Compensation and related benefits increased $15.6 million for the quarter and
$26.4 million year-to-date. Both increases were the result of increases in base
compensation as a result of new positions and salary increases as well as
increases in overall incentive compensation due to the Company's higher profit
level. A portion of the increase in overall incentive compensation relates to
expense recognized on various equity based profits interests awarded to
affiliates. The fair market value of unvested profits interests is being
expensed over the appropriate vesting period of the related units as a
compensation charge with a corresponding increase in minority interest
outstanding (see also "Capital Resources, Liquidity and Financial Condition"
below for further information).
OCCUPANCY AND EQUIPMENT COSTS
Occupancy and equipment costs increased $0.8 million for the quarter and $1.3
million year-to-date due to an increase in leased space for NWQ, Tradewinds, and
Santa Barbara.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased $1.5 million during the second quarter of
2006 and $1.9 million year-to-date as a result of amortization of intangible
assets associated with the Santa Barbara acquisition (See Note 4 to the
Consolidated Financial Statements, "Goodwill and Intangible Assets" for further
information).
22
OUTSIDE AND PROFESSIONAL SERVICES
Outside and professional services expense increased $1.1 million for the second
quarter and $2.4 million year-to-date primarily due to an increase in electronic
information expense as we provide our investment and research teams with more
data and other tools to better manage their portfolios.
MINORITY INTEREST EXPENSE
Minority interest expense results from key employees at NWQ, Tradewinds,
Symphony, and Santa Barbara having been granted non-controlling equity-based
profits interests in their respective businesses (see also "Capital, Liquidity
and Financial Resources" below for further information).
ALL OTHER OPERATING EXPENSES
All other operating expenses, including advertising and promotional costs,
travel and entertainment, fund organization costs and other expenses increased
approximately $1.8 million for the second quarter and $3.4 million year-to-date,
due primarily to higher insurance costs and increased recruiting and relocation.
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
six-month periods ended June 30, 2006 and 2005:
OTHER INCOME/(EXPENSE)
(in thousands)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ---------------
2006 2005 2006 2005
------- ------ ------ ------
Gains/(Losses) on Investments $3,287 $ (365) $5,844 $1,549
Gains/(Losses) on Fixed Assets (1) (418) (171) (417)
Miscellaneous Income/(Expense) -- 3,609 (59) 3,553
------ ------ ------ ------
Total $3,286 $2,826 $5,614 $4,685
====== ====== ====== ======
Total other income/(expense) increased $0.5 million in the second quarter of
2006 compared to the second quarter of 2005. Approximately $3.1 million of the
second quarter 2006 gain was the result of a gain generated by the initial
closing of the sale of our ownership interest in Institutional Capital
Corporation (See Note 9 to Consolidated Financial Statements, "Gain
Contingency"). During the second quarter of the prior year the Company
accelerated the recognition of unamortized deferred gains and losses resulting
from various interest rate hedging activities associated with previously
outstanding private-placement debt of the Company. This acceleration was the
result of the early repayment of the private-placement debt and generated a $3.6
million gain.
In addition to the $3.3 million in other income reported in the second quarter
of 2006, year-to-date other income also includes $2.3 million of income reported
in the first quarter mainly as a result of gains on the sale of investment
securities.
23
NET INTEREST EXPENSE
The following is a summary of Net Interest Expense for the three-month and
six-month periods ended June 30, 2006 and 2005:
NET INTEREST EXPENSE
(in thousands)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------- -------------------
2006 2005 2006 2005
------- ------- -------- --------
Dividend and Interest Revenue $ 2,339 $ 2,356 $ 4,191 $ 4,621
Interest Expense (9,728) (6,774) (19,926) (10,028)
------- ------- -------- --------
Total $(7,389) $(4,418) $(15,735) $ (5,407)
======= ======= ======== ========
Total net interest expense increased $3.0 million in the second quarter and
$10.3 million year-to-date, due to increased interest expense associated with
the repurchase of shares from STA in the second quarter of 2005 and the related
increase in outstanding debt.
RECENT ACCOUNTING PRONOUNCEMENTS
On July 13, 2006, the Financial Accounting Standards Board posted to its website
the final Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
("FIN 48"). FIN 48 is effective as of the beginning of the first fiscal year
beginning after December 15, 2006 and supplements SFAS No. 109, "Accounting for
Income Taxes," by defining the confidence level that a tax position must meet in
order to be recognized in the financial statements. FIN 48 requires that the tax
effects of a position be recognized only if it is "more-likely-than-not" to be
sustained based solely on its technical merits as of the reporting date. The
term "more-likely-than-not" means a likelihood of more than fifty percent. In
addition, FIN 48 requires new annual disclosures in the notes to the financial
statements. Tabular disclosure of the beginning and ending balances of
unrecognized tax benefits, as well as significant increases and/or decreases to
unrecognized tax benefits is required. Finally, the FASB also released a Staff
Position that requires lessors to apply the FIN 48 model in determining the
timing and amount of expected tax cash flows in leveraged-lease calculations.
Nuveen Investments does not expect FIN 48 to have a material impact to its
financial statements.
CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION
Our primary liquidity needs are to support working capital requirements, service
indebtedness and fund capital expenditures. Our principal sources of liquidity
are cash flows from operating activities and borrowings under available credit
facilities and long-term notes.
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 for general corporate purposes. These notes,
which 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.
24
BANK CREDIT FACILITIES
Since 2003, the Company maintained 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. The original maturity date of this credit
agreement was March 31, 2006. Borrowings under this facility bore an interest
rate, at Nuveen Investments' 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 Investments' 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. During the third 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 common stock owned by STA. During the third quarter of
2005, the entire $710 million borrowed under the bridge credit agreement was
repaid with borrowings made under a new senior revolving credit facility and the
issuance of senior notes (both discussed below) and the bridge credit facility
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 senior term notes and $300
million of 10-year senior term notes. The Company received approximately $544.4
million in net proceeds after discounts. The five-year senior term notes bear
interest at an annual fixed rate of 5.0%, payable semi-annually beginning March
15, 2006. The 10-year senior term 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 facility. The costs related to the issuance of the senior term notes were
capitalized and are being amortized to expense over their respective terms.
SENIOR REVOLVING CREDIT FACILITY
In addition to the senior term notes, the Company has a $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 facility. As of June 30, 2006, the Company had $100
million outstanding under this 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. 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. There are conventional financial covenants associated with this
credit facility, including a minimum net worth requirement and a maximum
leverage ratio. We were in compliance with those covenants as of June 30,
25
2006. We do not believe that the bank facility requirements will have any impact
on our ability to use the credit facility in the future.
OTHER
In addition to the above facilities, our broker-dealer subsidiary may utilize
available, uncommitted lines of credit with no annual facility fees, which
approximate $100 million, to satisfy periodic, short-term liquidity needs. As of
June 30, 2006 and December 31, 2005, no borrowings were outstanding on these
uncommitted lines of credit.
EQUITY AND DIVIDENDS
As part of the NWQ acquisition, key individuals of NWQ purchased a
non-controlling, member interest in NWQ Investment Management Company, LLC. The
non-controlling interest of $0.3 million as of June 30, 2006, and $0.4 million
as of June 30, 2005, is reflected in minority interest on the consolidated
balance sheets. This purchase allows management to participate in NWQ's profits
above specified levels beginning January 1, 2003 and subject to a cap. During
the first half of 2006 and 2005, we recorded approximately $1.9 million and $2.8
million, respectively, of minority interest expense, which reflects the portion
of profits applicable to the minority owners. Beginning in 2004 and continuing
through 2008, the Company has the right to purchase the non-controlling members'
respective interests in NWQ at fair value. 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. On February 15, 2005, the Company exercised its right to
call 100% of the Class 3 NWQ minority members' interests for $22.8 million. Of
the total amount paid, approximately $22.5 million was recorded as goodwill. On
February 15, 2006, the Company exercised its right to call 25% of the Class 4
NWQ minority members' interests for $22.6 million. Of the total amount paid on
March 1, 2006, approximately $22.5 million was recorded as goodwill.
In the first quarter of 2006 in connection with the launching of the Tradewinds
NWQ Global Investors platform, a new equity opportunity was established. The
Company established two separate programs, one covering Tradewinds and the other
covering the traditional NWQ business. These programs allow key individuals of
these businesses to participate in the growth of either Tradewinds or NWQ over
the next five years. Four classes of units were established at each of
Tradewinds and NWQ (collectively referred to as "Units"). One of the classes of
Units at each of NWQ and Tradewinds vests on June 30 of each of 2007, 2008, 2009
and 2010. During the first half of 2006, we recorded approximately $0.5 million
of minority interest expense, which reflects the portion of profits applicable
to minority owners. The Units entitle the holders to receive a distribution of
the cash flow from either Tradewinds' or NWQ's business to the extent such cash
flow exceeds certain thresholds. The distribution thresholds increase from year
to year and the distributions of the profits interests are also subject to a cap
in each year. Beginning in 2008 and continuing through 2011, the Company has the
right to acquire the Units of the non-controlling members.
In the second quarter of 2006 an equity opportunity was established to allow key
individuals of Symphony Asset Management ("Symphony") to participate in
Symphony's earnings growth over the next five years. Three classes of units were
established (collectively referred to as "Symphony Units"). The first class of
Symphony Units vests on June 30, 2007 the second on June 30, 2009 and the final
class on June 30, 2011. During the first half of 2006, we recorded approximately
$0.1 million of minority interest expense, which reflects the portion of profits
applicable to the minority owners. The Units entitle the holders to receive a
distribution of the cash flow from Symphony's business to the extent such cash
flow exceeds certain thresholds. The distribution thresholds increase from year
to year and the distributions of the profits interests are subject to a cap in
each year. Beginning in 2008 and continuing through 2012, the Company has the
right to acquire the Units of the non-controlling members.
26
As part of the Santa Barbara acquisition in 2005, an equity opportunity was
established to allow key individuals of SBAM to participate in Santa Barbara's
earnings growth over the next five years. Four classes of units were issued
(collectively referred to as "SB Units"). The first class of SB Units was fully
vested upon issuance. The second class shall vest one third on June 30, 2007,
one third on June 30, 2008, and one third on June 30, 2009. One third of the
third class of SB Units vested upon issuance, one third will vest on June 30,
2007, and one third will vest on June 30, 2009. The final class shall vest on
June 30, 2009. During the first half of 2006, we recorded approximately $0.6
million of minority interest expense, which reflects the portion of profits
applicable to the minority owners. The Units entitle the holders to receive a
distribution of the cash flow from Santa Barbara's business to the extent such
cash flow exceeds certain thresholds. The distribution thresholds increase from
year to year and the distributions of profits interests are also subject to a
cap in each year. Beginning in 2008 and continuing through 2012, the Company has
the right to acquire the Units of the non-controlling members.
At June 30, 2006, we held in treasury 42,529,001 shares of Nuveen Investments
common stock. During the second quarter and first half of 2006, the Company
repurchased 1,021,525 and 1,102,395 shares of common stock in open market
transactions as part of an on-going repurchase program. As part of that share
repurchase program approved on August 9, 2002, we are authorized to purchase up
to 7.0 million shares of common stock. As of June 30, 2006, the remaining
authorization covered 0.4 million shares.
During the second quarter and first half of 2006, we paid out dividends on
common shares totaling approximately $18.9 million and $35.4 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").
ADEQUACY OF 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 working capital needs, planned capital
expenditures, future contractual obligations and payment of its anticipated
quarterly dividends.
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.
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,
27
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," "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; (2) our inability to access third-party
distribution channels to market our products; (3) the adverse effects of
declines in securities markets and/or poor investment performance by our
managers on our assets under management and future offerings; (4) a decline in
the market for closed-end funds, mutual funds and managed accounts; (5) the
adverse effect 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; (6) our failure to comply with contractual requirements and/or
guidelines in our client relationships; (7) our failure to comply with various
government regulations, including federal and state securities laws, and the
rules of the National Association of Securities Dealers; (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 the loss of
assets; (10) burdensome regulatory developments; (11) the impact of accounting
pronouncements; (12) the effect of increased leverage on us as a result of our
incurrence of additional indebtedness as a result of our $600 million share
repurchase in 2005; (13) unforeseen developments in litigation involving the
securities industry or the Company; and (14) other risks described from time to
time in our SEC filings.
28
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
JUNE 30, 2006
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 June 30, 2006, we had $100 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 (1
percentage point) in interest rates from the level at June 30, 2006, would
result in a $1.0 million increase in annual interest expense; however, it would
have no impact on the fair value of the debt at June 30, 2006. In addition to
the $100 million of debt outstanding under our revolving credit facility at June
30, 2006, 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
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. A change in
interest rates would have had no impact on interest incurred on our fixed rate
debt or cash flow, but would have had an impact on the fair value of the debt.
We estimate that a 100 basis point increase in interest rates from the levels at
June 30, 2006, would have resulted in a net decrease in the fair value of our
debt of approximately $28.0 million at June 30, 2006.
As of June 30, 2005, we had short-term debt under our bridge credit agreement of
$362 million. We estimate that a 100 basis point increase in interest rates from
the level at June 30, 2005 would have resulted in a $1.8 million increase in
interest expense for the remainder of 2005, however it would not have impacted
the fair value of the debt at June 30, 2005.
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 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 $49
million and $44 million at June 30, 2006 and 2005, respectively. We estimate
that a 100 basis point increase in interest rates from the levels at June 30,
2006, would result in a net decrease of approximately $1.7 million in the fair
value of the fixed income investments at June 30, 2006. We estimate that a 100
basis point increase in interest rates from the levels at June 30, 2005, would
have resulted in a net decrease of approximately $1.7 million in the fair value
of the fixed-income investments at June 30, 2005.
Also included in investments at June 30, 2006 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 $0.1
million and $0.9 million at June 30, 2006 and 2005, respectively. We estimate
that a 100 basis point increase in interest rates from the levels at June 30,
2006, would have resulted in a net increase in the fair market value of the open
derivatives of $1.6 million. We estimate that a 100 basis point increase in
interest rates from the levels at
29
June 30, 2005, would have resulted in a net increase in the fair market value of
the open derivatives of $1.5 million. See Note 6 "Derivative Financial
Instruments" to our Consolidated Financial Statements for more information.
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 $49 million and
$37 million, at June 30, 2006 and 2005, respectively. As of June 30, 2006 we
estimate that a 10% adverse change in equity prices would result in a decrease
of approximately $5 million in the fair value of equity assets. As of June 30,
2005, 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. The model to determine sensitivity assumes a corresponding shift in
all equity prices.
ITEM 4. CONTROLS AND PROCEDURES
Effective as of June 30, 2006, 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 June 30,
2006 were identified that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
30
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in legal matters relating to claims
arising in the ordinary course of business such as disputes with employees or
customers, and in regulatory inquiries that may involve the industry generally
or be specific to the Company. There are currently no such matters or inquiries
pending that the Company believes would have a material adverse effect on our
business or financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors as previously
disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2005.
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 a Publicly Purchased
of Shares Price Paid Announced Under the
Period Purchased per Share Program Program
- ------ --------- ----------- ---------- -----------
Share purchases prior to April 1, 2006 under
current repurchase program(1): 5,554,270 $28.94 5,554,270 1,445,730
April 1, 2006 - April 30, 2006 15,000 46.96 15,000 1,430,730
May 1, 2006 - May 31, 2006 498,325 45.62 498,325 932,405
June 1, 2006 - June 30, 2006 508,200 41.65 508,200 424,205
--------- ------ --------- ---------
Total 6,575,795 $31.23 6,575,795 424,205
========= ====== ========= =========
(1) Excludes 18,192,843 shares repurchased from St. Paul Travelers for $32.98
per share during 2005. Such shares were not repurchased under a Company
adopted share repurchase program. See Note 1 to the Consolidated Financial
Statements, "Basis of Presentation" for further information about this
repurchase.
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. The program does not have an expiration date. As of June 30, 2006,
there are approximately 0.4 million shares that may yet be purchased under the
share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
31
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on May 11, 2006, seven persons were
elected to serve as directors of the Company, each to hold office for the terms
set forth below and until his or her successor shall have been elected or
qualified:
- Class I directors to hold office for a one year term until the 2007
annual meeting of shareholders: John P. Amboian and Willard L. Boyd;
- Class II directors to hold office for a two year term until the 2008
annual meeting of shareholders: Duane R. Kullberg and Roderick A.
Palmore; and
- Class III directors to hold office for a three year term until the
2009 annual meeting of shareholders: Connie K. Duckworth, Timothy R.
Schwertfeger and Pierre E. Leroy.
The vote of holders of the following number of shares of Class A Common Stock
were represented at the meeting:
DIRECTOR FOR WITHHELD BROKER NON-VOTE
- -------- --- -------- ---------------
Timothy R. Schwertfeger 59,842,990 383,576 0
John P. Amboian 59,760,887 465,679 0
Willard L. Boyd 58,717,181 1,509,385 0
Connie K. Duckworth 59,100,844 1,125,722 0
Duane R. Kullberg 58,715,182 1,511,384 0
Pierre E. Leroy 60,141,189 85,377 0
Roderick A. Palmore 59,109,801 1,116,765 0
The proposal to ratify the selection of KPMG LLP as independent auditors for the
Company was approved by a vote of 59,259,653 shares in favor, 945,734 shares
opposed and 21,179 shares abstaining.
ITEM 5. OTHER INFORMATION
None.
32
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.
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.
33
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
(Registrant)
DATE: August 8, 2006 By /s/ John P. Amboian
-------------------------------------
John P. Amboian
President
DATE: August 8, 2006 By /s/ Margaret E. Wilson
-------------------------------------
Margaret E. Wilson
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
34
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