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 SEPTEMBER 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 November 3, 2006, there were 78,732,108 shares of the Company's Class A
Common Stock, $0.01 par value outstanding.
NUVEEN INVESTMENTS, INC.
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited),
September 30, 2006 and December 31, 2005 3
Consolidated Statements of Income (Unaudited),
Three Months Ended September 30, 2006 and 2005
Nine Months Ended September 30, 2006 and 2005 4
Consolidated Statement of Changes in Common Stockholders'
Equity (Unaudited), Nine Months Ended September 30, 2006 5
Consolidated Statements of Cash Flows (Unaudited),
Nine Months Ended September 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 30
ITEM 4.
Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1 through Item 6 32
Signatures 34
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUVEEN INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2006 2005
------------- ------------
ASSETS
Cash and cash equivalents $ 193,841 $ 128,933
Management and distribution fees receivable 68,361 61,932
Other receivables 51,207 22,387
Furniture, equipment, and leasehold improvements, at cost less
accumulated depreciation and amortization of $65,735 and
$58,950, respectively 31,171 31,926
Investments 101,098 121,273
Goodwill 634,290 625,267
Other intangible assets, at cost less accumulated amortization
of $27,251 and $20,785, respectively 69,341 62,307
Current taxes receivable -- 4,377
Other assets 20,336 18,815
----------- -----------
$ 1,169,645 $ 1,077,217
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-Term Obligations:
Notes payable $ 100,000 $ 150,000
Accounts payable 13,482 15,990
Current taxes payable 4,588 --
Accrued compensation and other expenses 76,347 86,644
Other short-term liabilities 45,428 12,930
----------- -----------
Total Short-Term Obligations 239,845 265,564
----------- -----------
Long-Term Obligations:
Senior term notes $ 544,358 $ 543,733
Deferred compensation 40,716 36,585
Deferred income tax liability, net 26,609 26,319
Other long-term liabilities 19,446 23,186
----------- -----------
Total Long-Term Obligations 631,129 629,823
----------- -----------
Total liabilities 870,974 895,387
Minority interest 36,478 25,007
Common stockholders' equity:
Class A Common stock, $0.01 par value; 160,000,000 shares
authorized; 120,911,480 shares issued at September 30, 2006
and December 31, 2005 1,209 1,209
Additional paid-in capital 269,734 246,565
Retained earnings 1,059,048 965,058
Unamortized cost of restricted stock awards (23,909) (18,337)
Accumulated other comprehensive income/(loss) (16) 864
----------- -----------
1,306,066 1,195,359
Less common stock held in treasury, at cost (42,144,746 and
43,196,377 shares, respectively) (1,043,873) (1,038,536)
----------- -----------
Total common stockholders' equity 262,193 156,823
----------- -----------
$ 1,169,645 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Operating revenues:
Investment advisory fees from assets under management $176,925 $141,136 $502,123 $407,708
Product distribution 1,697 1,233 3,668 6,477
Performance fees / other revenue 3,284 15,882 8,437 17,826
-------- -------- -------- --------
Total operating revenues 181,906 158,251 514,228 432,011
Operating expenses:
Compensation and benefits 72,911 55,881 186,378 142,952
Advertising and promotional costs 3,728 3,596 9,073 9,334
Occupancy and equipment costs 6,032 5,539 17,938 16,120
Amortization of intangible assets 1,995 1,273 6,466 3,819
Travel and entertainment 2,290 1,871 7,076 5,651
Outside and professional services 7,411 6,302 22,098 18,608
Minority interest expense 1,398 1,406 4,485 4,219
Other operating expenses 9,324 6,118 24,165 18,154
-------- -------- -------- --------
Total operating expenses 105,089 81,986 277,679 218,857
Other income/(expense) 6,720 688 12,334 5,373
-------- -------- -------- --------
Net interest expense (6,678) (5,583) (22,412) (10,990)
-------- -------- -------- --------
Income before taxes 76,859 71,370 226,471 207,537
Income taxes 30,676 27,886 89,024 79,902
-------- -------- -------- --------
Net income $ 46,183 $ 43,484 $137,447 $127,635
======== ======== ======== ========
Average common and common equivalent shares outstanding:
Basic 77,669 76,294 77,833 82,699
======== ======== ======== ========
Diluted 82,934 81,190 83,029 87,497
======== ======== ======== ========
Earnings per common share:
Basic $ 0.59 $ 0.57 $ 1.77 $ 1.54
======== ======== ======== ========
Diluted $ 0.56 $ 0.54 $ 1.66 $ 1.46
======== ======== ======== ========
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 137,447 137,447
Cash dividends paid (54,247) (54,247)
Purchase of treasury stock (65,996) (65,996)
Compensation expense on options 14,023 14,023
Exercise of stock options (8,480) 3,532 52,890 47,942
Grant of restricted stock 7,221 (15,667) 8,446 --
Forfeit of restricted stock 750 (750) --
Issuance of deferred stock 37 73 110
Amortization of restricted
stock awards 9,345 9,345
Tax effect of stock options exercised
and restricted stock vested 17,626 17,626
Other comprehensive income/(loss) (880) (880)
------ -------- ---------- -------- ----- ----------- --------
Balance at September 30, 2006 $1,209 $269,734 $1,059,048 $(23,909) $ (16) $(1,043,873) $262,193
====== ======== ========== ======== ===== =========== ========
NINE MONTHS
ENDING 9/30/06
--------------
Comprehensive Income (in 000s):
Net income ................................................................ $137,447
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities, net of tax .. 635
Reclassification adjustments for realized gains/(losses) ............... (815)
Amortization of terminated cash flow hedge ............................. (179)
Deferred tax impact of terminated cash flow hedge ...................... (527)
Foreign currency translation adjustment ................................ 6
--------
Subtotal: other comprehensive income/(loss) ......................... (880)
--------
Comprehensive Income ............................................. $136,567
========
NINE MONTHS
ENDING 9/30/06
--------------
Change in Shares Outstanding (in 000s):
Shares outstanding at the beginning of the year............................ 77,715
Shares issued under equity incentive plans................................. 2,534
Shares acquired............................................................ (1,463)
Forfeit of restricted stock grants......................................... (19)
------
Shares outstanding at September 30, 2006................................... 78,767
======
See accompanying notes to consolidated financial statements.
5
NUVEEN INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2006 2005
--------- -----------
Cash flows from operating activities:
Net income $ 137,447 $ 127,635
Adjustments to reconcile net income to net cash
provided from operating activities:
Deferred income taxes (121) 3,271
Depreciation of office property and equipment 7,024 6,412
Loss on sale of fixed assets 171 420
Amortization of intangible assets 6,466 3,819
Amortization of debt related costs, net 396 (3,887)
Compensation expense for equity plans 31,899 14,494
Net (increase) decrease in assets:
Management and distribution fees receivable (6,430) (16,470)
Other receivables 4,163 (1,397)
Other assets (1,521) (3,264)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses (10,412) (3,515)
Deferred compensation 4,131 1,518
Accounts payable (2,508) 1,314
Current taxes payable 8,965 (9,089)
Other liabilities (7,065) 1,449
Other (5,578) (4,367)
--------- -----------
Net cash provided from operating activities 167,027 118,343
--------- -----------
Cash flows from financing activities:
Proceeds from senior term notes -- 550,000
Repayment of notes and loans payable (50,000) (1,010,000)
Proceeds from loans payable -- 850,000
Dividends paid (54,247) (46,510)
Proceeds from stock options exercised 47,942 27,568
Acquisition of treasury stock (65,996) (603,668)
Net deferred debt issuance related items 50 (4,118)
Other, consisting primarily of tax effect of options
and restricted stock 17,626 8,164
--------- -----------
Net cash used for financing activities (104,625) (228,564)
--------- -----------
Cash flows from investing activities:
Net purchase of office property and equipment (6,444) (11,393)
Proceeds from sales of investment securities 46,373 28,486
Purchases of investment securities (16,860) (8,754)
Net change in consolidated mutual funds 2,164 (5,895)
Repurchase of NWQ minority members' interests (22,642) (24,675)
Other (91) (566)
--------- -----------
Net cash provided by/(used for) investing activities 2,500 (22,797)
--------- -----------
Effect of exchange rate changes on cash and cash equivalents 6 1
Increase/(decrease) in cash and cash equivalents 64,908 (133,017)
Cash and cash equivalents:
Beginning of year 128,933 209,360
--------- -----------
End of period $ 193,841 $ 76,343
--------- -----------
Supplemental Information:
Taxes paid $ 64,741 $ 77,566
Interest paid $ 35,449 $ 20,021
See accompanying notes to consolidated financial statements.
6
NUVEEN INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 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 2) 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
purpose 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 nine-month periods ended September 30, 2006
and 2005.
For the three months ended
-----------------------------------------------------------
September 30, 2006 September 30, 2005
---------------------------- ----------------------------
In thousands, Net Per-share Net Per-share
except per share data income Shares amount income Shares amount
------- ------ --------- ------- ------ ---------
Basic EPS $46,183 77,669 $0.59 $43,484 76,294 $0.57
Dilutive effect of:
Stock awards -- 630 -- 464
Employee stock options -- 4,635 -- 4,432
------- ------ ------- ------
Diluted EPS $46,183 82,934 $0.56 $43,484 81,190 $0.54
For the nine months ended
-------------------------------------------------------------
September 30, 2006 September 30, 2005
----------------------------- -----------------------------
In thousands, Net Per-share Net Per-share
except per share data income Shares amount income Shares amount
-------- ------ --------- -------- ------ ---------
Basic EPS $137,447 77,833 $1.77 $127,635 82,699 $1.54
Dilutive effect of:
Stock awards -- 553 -- 462
Employee stock options -- 4,643 -- 4,336
-------- ------ -------- ------
Diluted EPS $137,447 83,029 $1.66 $127,635 87,497 $1.46
Options to purchase 120,138 and 15,543 shares of the Company's common stock were
outstanding as of September 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 $46.57 and $39.37 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 September 30, 2006, Nuveen Investments, LLC's net capital
ratio was 4.81 to 1 and its net capital was approximately $8.4 million which was
$5.7 million in excess of the required net capital of $2.7 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 September 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 Santa Barbara intangible asset valuation (13,497)
Additional Santa Barbara acquisition costs 20
--------
Balance at September 30, 2006 $634,290
========
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.
The Company engaged external valuation experts to determine the appropriate
purchase price allocation for the Santa Barbara Asset Management ("SBAM")
acquisition completed in October 2005. The purchase price allocation valuation
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.
The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
September 30, 2006 and December 31, 2005 (in thousands):
At September 30, 2006 At December 31, 2005
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amortizable Intangible Assets Amount Amortization Amount Amortization
- ----------------------------- -------- ------------ -------- ------------
Symphony-
Customer relationships $43,800 $11,558 $43,800 $ 9,891
Internally developed software 1,622 1,622 1,622 1,432
Favorable lease 369 369 369 369
NWQ customer contracts 22,900 10,602 22,900 8,693
SBAM -
Customer relationships 26,200 2,911 14,400 400
Trademark / tradename 1,700 189 -- --
------- ------- ------- -------
Total $96,591 $27,251 $83,091 $20,785
======= ======= ======= =======
9
The projected amortization for the next five years is approximately $2.0 million
for the remaining three months of 2006, and annual amortization of $7.9 million
for each of 2007, 2008, 2009, and 2010.
NOTE 5 DEBT
At September 30, 2006 and December 31, 2005, debt on the accompanying
consolidated balance sheets was comprised of the following (in thousands):
SEPTEMBER 30, DECEMBER 31,
2006 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 (560) (654)
Senior term notes - 10 Year 300,000 300,000
Net unamortized discount - 10 year notes (1,385) (1,473)
Net unamortized debt issuance costs (3,697) (4,140)
-------- --------
subtotal $544,358 $543,733
-------- --------
Total $644,358 $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 term. At
September 30, 2006, the fair value of the five-year and ten-year senior term
notes was approximately $246.1 million and $293.2 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. As of September
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. For
the nine months ended September 30, 2006, the weighted average interest rate was
5.37%. 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.
10
OTHER
The Company's broker-dealer subsidiary may utilize available, uncommitted lines
of credit with no annual facility fees, which approximate $50 million, to
satisfy unanticipated, short-term liquidity needs. As of September 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 September
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 being reclassified into
current earnings commensurate with the recognition of interest expense on the
5-year and 10-year term debt. At September 30, 2006, the unamortized gain on the
treasury rate lock transactions was approximately $1.4 million. For the
remaining three 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 September
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
September 30, 2006, the net fair value of these open non-hedging derivatives was
a net liability of approximately $0.8 million and is reflected 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 nine months ended
September 30, 2006, the net fair value adjustment resulted in a net loss of
approximately $1.1 million and $0.6 million, respectively, of which
approximately $0.2 million of a loss and $0.2 million net gain was realized
during the three months and nine months ended September 30, 2006, respectively,
with the remainder in unrealized gains/losses, both reflected in "Other
Income/(Expense)" in
11
the accompanying consolidated statements of income for the three and nine months
ended September 30, 2006. For the three and nine months ended September 30,
2005, the net fair value adjustment resulted in a loss of approximately $0.2
million and $1.3 million, respectively, of which approximately $30,000 of gain
was realized for the three months ended September 30, 2005 and a net gain of
approximately $13,000 was realized for the nine months ended September 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 nine months ended September
30, 2006 and 2005, respectively:
Three Months Ended Three Months Ended
September 30, 2006 September 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
========= ======== ========= ========
Nine Months Nine Months
Ended September 30, 2006 Ended September 30, 2005
------------------------ ------------------------
Total Post- Total Post-
Pension Retirement Pension Retirement
----------- ---------- ----------- ----------
Service Cost $ 1,308,750 $ 180,000 $ 1,178,250 $ 189,000
Interest Cost 1,566,750 405,750 1,351,500 384,750
Expected Return on Assets (1,685,250) -- (1,623,000) --
Amortization of:
Unrecognized Prior Service Cost -- (198,750) -- (198,750)
Unrecognized (Gain)/Loss 318,750 66,000 94,500 44,250
----------- --------- ----------- ---------
Total Net Periodic Retirement Plans' Benefit Cost $ 1,509,000 $ 453,000 $ 1,001,250 $ 419,250
=========== ========= =========== =========
12
During 2006, the Company expects to contribute approximately $0.1 million to its
excess pension plan and approximately $0.7 million for benefit payments to its
post-retirement benefit plan. For the first nine months of 2006, the Company has
paid out approximately $0.5 million in post-retirement benefits.
On September 29, 2006, the FASB issued a new pension standard, SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans" ("SFAS No. 158"), marking the end of the first phase of the FASB's
project for revamping retiree-benefit accounting. For publicly traded companies,
SFAS No. 158 is effective for fiscal years ending after December 15, 2006. SFAS
No. 158 requires an employer to:
(a) recognize in its statement of financial position an asset for a plan's
overfunded status or a liability for a plan's underfunded status;
(b) measure a plan's assets and its obligations that determine its funded
status as of the end of the employer's fiscal year; and
(c) recognize changes in the funded status of a defined benefit
post-retirement plan in the year in which the changes occur. Those
changes will be reported in comprehensive income.
In the new standard, the funded status of a pension will be defined as the
difference between the fair value of a plan's assets and the projected benefit
obligation ("PBO"). The PBO reflects future pay increases. As discussed in the
Company's 2005 annual report on Form 10-K, for the year ended December 31, 2005,
the Company had updated certain actuarial assumptions used to determine the
accumulated benefit obligation ("ABO") for its qualified pension plan. As a
result, the Company's qualified pension plan was determined to be underfunded on
an ABO basis as of December 31, 2005. Consequently, a charge was recorded to
stockholders' equity, net of income tax benefits, as a component of other
comprehensive loss of approximately $2.4 million. Had SFAS No. 158 been
effective as of December 31, 2005, the Company would have recorded an additional
charge to stockholders' equity, net of income tax benefits, as a component of
other comprehensive loss of approximately $2.7 million. The Company is not able
to estimate the impact to stockholders' equity as of December 31, 2006 due to
several factors, including performance on our plan assets. Finally, SFAS No. 158
does not impact our post-retirement plan, as the Company currently carries this
plan at its funded status.
NOTE 8 STOCK-BASED COMPENSATION
Effective January 1, 2006, we adopted SFAS No. 123R, "Share Based Payment."
Because the fair value recognition provisions of SFAS No. 123, "Stock-Based
Compensation," and SFAS No. 123R were materially consistent under our equity
plans, the adoption of SFAS No. 123R 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 a 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, including awards made under the 1996 Plan, will
generally become available for reissuance under the 2005 plan.
13
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 nine months ended September 30, 2006, the Company awarded options to
employees to purchase 979,371 shares of common stock and 350,905 shares of
restricted stock under the 2005 Plan. As of September 30, 2006, there were an
aggregate of 5,675,398 shares available for future equity awards under the 2005
Plan. No further awards may be made under the 1996 Plan. During the first nine
months of 2006, no stock options expired unexercised.
Options awarded during the first nine months of 2006 had a weighted-average fair
value of $10.36 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 24.0%, a risk-free
interest rate ranging from 4.24% to 5.10%, and an expected life of 5.1 years.
Options awarded during the first nine 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 4.60%, and an expected life of ranging from
5.1 years to 8 years.
A summary of the Company's stock option activity for the nine months ended
September 30, 2006 is presented in the following table:
WEIGHTED-
AVERAGE
WEIGHTED REMAINING AGGREGATE
-AVERAGE CONTRACTUAL INTRINSIC
EXERCISE TERM VALUE
(IN 000S, EXCEPT PER SHARE DATA) OPTIONS PRICE (YEARS) (IN MILLIONS)
------- -------- ----------- -------------
Options outstanding at December 31, 2005 ... 17,683 $25.42
Awarded .................................... 979 44.80
Exercised .................................. (2,180) 21.99
Forfeited .................................. (137) 31.51
------
Options outstanding at September 30, 2006 .. 16,345 $26.99 6.0 $396
======
Options exercisable at September 30, 2006 .. 9,683 $21.72 4.6 $286
During the first nine months of 2006, the total intrinsic value of stock options
exercised was $54.1 million and the total fair value of stock awards vested was
$81.2 million. For the first nine months of 2005, the total intrinsic value of
stock options exercised was $25.8 million and the total fair value of stock
awards vested was $37.0 million.
RESTRICTED STOCK
At the date of the grant, the recipient of restricted stock awards has all
rights of a stockholder, including voting and dividend rights, 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 nine months ended
September 30, 2006 is presented in the following table:
Number Weighted-Average
of Grant Date Fair
(IN 000S, EXCEPT PER SHARE DATA) Shares Value Per Share
------ ----------------
Non-vested restricted stock at December 31, 2005 ... 799 $35.73
Granted ............................................ 351 44.65
Vested ............................................. (3) 35.72
Forfeited .......................................... (19) 39.00
-----
Non-vested restricted stock at September 30, 2006 .. 1,128 $38.45
=====
The weighted-average grant date fair value of restricted stock granted during
the nine months ended September 30, 2006 and 2005 was $18 million and $24
million, respectively or $44.65 and $38.01 per restricted share. During the nine
month periods ended September 30, 2006 and 2005, 3,485 and 1,237 restricted
shares vested, respectively.
Recorded compensation expense for share-based payment awards was $24.1 million
and $15.3 million for the nine months ended September 30, 2006 and 2005,
respectively. Tax benefits related to compensation expense for share based
payment awards totaled $9.5 million and $5.9 million for the nine months ended
September 30, 2006 and 2005, respectively. As of September 30, 2006, there was
$49.0 million of total unrecognized compensation costs related to stock options
and restricted stock awards. These costs are expected to be recognized over a
weighted average period of 3.3 years.
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. During the third quarter
of 2006, management determined that it appeared probable the Company will meet
the performance requirements as set forth in the LTEP plan. As a result, during
the third quarter of 2006, the Company expensed a total of $7.6 million related
to the LTEP awards, which included $6.4 million of a "catch-up" adjustment for
amortization for prior periods from the date of the LTEP grant (January 2005)
through June 30, 2006.
Share repurchases are utilized to, among other things, reduce the dilutive
impact of our stock-based plans. At September 30, 2006, the Company has two
approved share repurchase plans in place with 7.1 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, among other things, 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. During the third quarter of 2006, the Company recorded a
$5.8 million gain related to cash payments received based upon the partial
satisfaction of a contingency clause on investor approvals and client retention.
Under the terms of the sale agreement, the Company may potentially receive an
additional cash payment of up to $1.2 million during the fourth quarter of 2006
if the contingent investor approvals and client retention targets are fully
satisfied. 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
SEPTEMBER 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 investments.
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 nine-month periods ended September 30, 2006 and 2005:
FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2006 2005 % CHANGE 2006 2005 % CHANGE
-------- -------- -------- -------- -------- --------
Gross sales of investment products $ 6,694 $ 5,875 14% $ 25,990 $ 20,013 30%
Net flows of investment products 2,402 2,035 18 13,378 9,779 37
Assets under management (1)(2) 154,167 128,172 20 154,167 128,172 20
Operating revenues 181.9 158.3 15 514.2 432.0 19
Operating expenses 105.1 82.0 28 277.7 218.9 27
Income before net interest and taxes(3) 83.5 77.0 9 248.9 218.5 14
Net interest expense 6.7 5.6 20 22.4 11.0 104
Income taxes 30.7 27.9 10 89.0 79.9 11
Net income 46.2 43.5 6 137.4 127.6 8
Basic earnings per share 0.59 0.57 4 1.77 1.54 15
Diluted earnings per share 0.56 0.54 4 1.66 1.46 14
Dividends per share 0.24 0.21 14 0.69 0.57 21
(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 nine-month periods ended September 30, 2006 and
2005 are shown below:
GROSS INVESTMENT PRODUCT SALES
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2006 2005 2006 2005
------ ------ ------- -------
Closed-End Funds $ 369 $ 14 $ 595 $ 1,987
Mutual Funds 1,374 923 4,226 2,323
Retail Managed Accounts 2,501 3,981 14,605 11,041
Institutional Managed Accounts 2,450 957 6,564 4,662
------ ------ ------- -------
Total $6,694 $5,875 $25,990 $20,013
====== ====== ======= =======
Third quarter gross sales increased 14% to $6.7 billion when compared to the
third quarter of the prior year. We had one new closed-end fund offering during
the quarter. Sales of our Global Value Opportunity Fund raised nearly $0.4
billion. No new closed-end funds were offered during the third quarter of 2005.
Mutual fund sales for the quarter remained strong, increasing $0.5 billion or
49% versus the prior year. Municipal mutual fund sales were up nearly 21% due to
continued strong 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 Tradewinds International Value Fund. As
anticipated, capacity constraints impacted sales of our retail managed accounts
this quarter. With several of our value style retail managed account investment
strategies closed, value-style account sales declined $1.3 billion or 49%.
Institutional managed account sales more than doubled for the quarter,
reflecting strong investor interest in international and global investment
styles.
Year-to-date sales increased 30% when compared to same period in the prior year.
Closed-end fund sales declined due to fewer new offerings; we had two offerings
in 2006 compared to three in 2005. Mutual fund sales increased 82% driven by
increases in both municipal and equity fund sales. Retail and institutional
managed account sales were up $5.5 billion or 35% driven by an increase in
value-style equity managed account sales, primarily international value
accounts.
18
Net flows of investment products for the three-month and nine-month periods
ended September 30, 2006 and 2005 are shown below:
NET FLOWS
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2006 2005 2006 2005
------ ------ ------- ------
Closed-End Funds $ 380 $ 32 $ 602 $2,032
Mutual Funds 886 593 2,607 1,296
Retail Managed Accounts (454) 1,739 5,837 4,182
Institutional Managed Accounts 1,590 (329) 4,332 2,269
------ ------ ------- ------
Total $2,402 $2,035 $13,378 $9,779
====== ====== ======= ======
Net flows increased $0.4 billion for the quarter versus the prior year. Flows
into our closed-end funds increased approximately $0.3 billion quarter over
quarter as a result of our 2006 Global Value Opportunity Fund offering. Mutual
fund net flows were up $0.3 billion mainly as a result of an increase in flows
into equity mutual funds. Retail managed account flows were down $2.2 billion
for the quarter as a result of a decline in value-style equity account flows,
primarily international style accounts. Institutional managed account flows
remained strong, increasing $1.9 billion for the quarter driven mainly by an
increase in Tradewinds' value-style account flows.
Net flows increased $3.6 billion year-to-date versus flows in the prior year.
Year-to-date, net flows on closed-end funds were down $1.4 billion when compared
to the prior year due to fewer offerings in 2006. Mutual fund net flows were up
$1.3 billion when compared to the prior year due to increased sales.
Year-to-date retail managed account flows were up $1.7 billion due to the
acceleration of flows in the first half of 2006 due to the announced closing (to
new investors) of our Tradewinds international growth strategy in retail managed
accounts. Institutional managed account flows increased $2.1 billion
year-to-date when compared to the prior year. The main driver of this growth was
an increase in Tradewinds' value-style international managed account flows.
The following table summarizes net assets under management:
NET ASSETS UNDER MANAGEMENT (1)
(in millions)
SEPTEMBER 30, 2006 DECEMBER 31, 2005 SEPTEMBER 30, 2005
------------------ ----------------- ------------------
Closed-End Funds $ 52,791 $ 51,997 $ 52,094
Mutual Funds 17,407 14,495 14,050
Retail Managed Accounts 55,634 47,675 43,222
Institutional Managed Accounts 28,335 21,950 18,806
-------- -------- --------
Total $154,167 $136,117 $128,172
======== ======== ========
(1) Excludes defined portfolio product assets under surveillance.
Assets under management ended the quarter at just over $154 billion, an increase
of 20% versus assets under management at the end of the third quarter of 2005
and an increase of 13% versus assets under
19
management at the end of the prior year. At September 30, 2006, 50% or our
assets were in equity portfolios, 41% in municipal portfolios and 9% in taxable
income portfolios.
The following table presents the component changes in our assets under
management for the three-month and nine-month periods ended September 30, 2006
and September 30, 2005:
CHANGE IN NET ASSETS UNDER MANAGEMENT
(in millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2006 2005 2006 2005
------- -------- -------- --------
Gross Sales $ 6,694 $ 5,875 $ 25,990 $ 20,013
Reinvested Dividends 102 104 251 258
Redemptions (4,394) (3,944) (12,863) (10,492)
------- ------- -------- --------
Net Flows 2,402 2,035 13,378 9,779
Appreciation/(Depreciation) 2,771 2,119 4,672 2,941
------- ------- -------- --------
Increase in Assets $ 5,173 $ 4,154 $ 18,050 $ 12,720
======= ======= ======== ========
Assets were up $5.2 billion during the third quarter as a result of net flows
and market appreciation. All asset classes were positively impacted by market
movement during the quarter, with equity assets up $1.0 billion, municipal
assets up $1.5 billion and taxable fixed-income oriented assets up $0.2 billion
as a result of market appreciation.
Assets were up $18.1 billion during the nine months ended September 30, 2006 due
to strong net flows of $13.4 billion and market appreciation of $4.7 billion,
with equity assets up $3.8 billion, municipal assets up $0.6 billion and taxable
fixed-income oriented assets up $0.3 billion as a result of market appreciation.
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 ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2006 2005 2006 2005
-------- -------- -------- --------
Closed-End Funds $ 63,893 $ 63,400 $187,411 $186,688
Mutual Funds 23,187 18,159 64,514 51,724
Managed Accounts 89,845 59,577 250,198 169,296
-------- -------- -------- --------
Total $176,925 $141,136 $502,123 $407,708
======== ======== ======== ========
(1) Sub-advisory fee expense for the three month periods ended September 30,
2006 and 2005 was $6.2 million and $7.2 million, respectively, and $19.5
million and $20.8 million, respectively, for the nine month periods ended
on such dates.
Advisory fees for the quarter increased 25% versus the prior year driven
primarily by an increase in fees on managed accounts and mutual funds. Managed
account fees increased for the quarter as a result of a $21.9 billion increase
in assets under management. The increase in assets was the result of $13.1
billion in net flows, $3.4 billion as the result of the 2005 Santa Barbara
acquisition and $5.4 billion in market
20
appreciation. Mutual fund advisory fees increased 28% for the quarter as a
result of a 13% increase in fees on municipal funds and a 115% increase in fees
on equity funds. Fee increases on mutual funds were primarily driven by an
increase in assets under management, which increased as a result of $1.7 billion
in municipal fund net flows, $1.4 billion in equity fund net flows, and $0.2
billion in equity market appreciation. Closed-end fund fees increased due to a
$0.7 billion increase in assets under management as a result of $0.9 billion of
net flows offset partially by $0.2 billion in market depreciation.
For the year-to-date period, advisory fees rose 23% year over year. Similar to
the results for the third quarter, the increase was mainly the result of an
increase in fees on managed accounts and mutual funds. Managed account fees
increased 48% year-to-date due to a $21.9 billion increase in assets under
management. Mutual fund advisory fees increased 25% 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 nine-month periods ended
September 30, 2006 and 2005 is shown in the following table:
PRODUCT DISTRIBUTION
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2006 2005 2006 2005
------ ------ ------ ------
Closed-End Funds $ 90 $ -- $ 377 $2,324
Muni/Fund Preferred(R) 1,245 1,452 3,623 3,919
Mutual Funds 362 (216) (332) 234
Other -- (3) -- --
------ ------ ------ ------
Total $1,697 $1,233 $3,668 $6,477
====== ====== ====== ======
Product distribution revenue increased $0.5 million for the quarter and
decreased $2.8 million year-to-date. The increase for the quarter was driven by
a $0.6 million increase in distribution revenue on mutual funds, which was
partially offset by a $0.2 million decline in Muni/Fund Preferred(R) fees.
Year-to-date, product distribution revenue declined $2.8 million mainly as a
result of a decline in both the number of closed-end fund offerings in 2006 as
well as the size of those offerings. Year-to-date 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 and various fees earned in connection with services
provided on behalf of our defined portfolio assets under surveillance.
Performance fees for the third quarter of 2006 were $3.1 million, down from
$15.6 million in the third quarter of 2005. Year-to-date performance fees of
$7.8 million declined $9.0 million versus the prior year.
21
OPERATING EXPENSES
The following table summarizes operating expenses for the three-month and
nine-month periods ended September 30, 2006 and 2005:
OPERATING EXPENSES
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2006 2005 2006 2005
-------- ------- -------- --------
Compensation and benefits $ 72,911 $55,881 $186,378 $142,952
Advertising and promotional costs 3,728 3,596 9,073 9,334
Occupancy and equipment costs 6,032 5,539 17,938 16,120
Amortization of intangible assets 1,995 1,273 6,466 3,819
Travel and entertainment 2,290 1,871 7,076 5,651
Outside and professional services 7,411 6,302 22,098 18,608
Minority interest expense 1,398 1,406 4,485 4,219
Other operating expenses 9,324 6,118 24,165 18,154
-------- ------- -------- --------
Total $105,089 $81,986 $277,679 $218,857
======== ======= ======== ========
% of Operating Revenue 57.7% 51.8% 54.0% 50.7%
SUMMARY
Operating expenses increased 28% for the third quarter and 27% year-to-date due
mainly to increases in compensation and benefits.
COMPENSATION AND BENEFITS
Compensation and related benefits increased $17.0 million for the quarter and
$43.4 million year-to-date versus the prior year. 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 in connection with 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). In addition, during the
third quarter of 2006, management determined that it appeared probable the
Company will meet the performance requirements as set forth in a long-term
equity performance plan ("LTEP"). As a result, during the third quarter of 2006,
the Company expensed a total of $7.6 million related to the LTEP awards, which
included $6.4 million of a "catch-up" adjustment for amortization as if the plan
had been expensed for prior periods from the date of the LTEP grant (January
2005) through June 30, 2006.
OCCUPANCY AND EQUIPMENT COSTS
Occupancy and equipment costs increased $0.5 million for the quarter and $1.8
million year-to-date due to an increase in leased space for NWQ, Tradewinds and
Santa Barbara.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles increased $0.7 million during the third quarter of
2006 and $2.6 million year-to-date as a result of amortization of intangible
assets associated with the Santa Barbara acquisition (See
22
Note 4 to the Consolidated Financial Statements, "Goodwill and Intangible
Assets" for further information).
OUTSIDE AND PROFESSIONAL SERVICES
Outside and professional services expense increased $1.1 million for the third
quarter and $3.5 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 Resources,
Liquidity and Financial Condition" below for further information).
ALL OTHER OPERATING EXPENSES
All other operating expenses, including advertising and promotional costs,
travel and entertainment, and other expenses increased approximately $3.8
million for the third quarter and $7.2 million year-to-date. The increase for
the quarter is the result of a $4.3 million closed-end fund related structuring
fee paid during the third quarter of 2006. There were no closed-end fund related
structuring fees paid in the third quarter of the prior year. Year-to-date, all
other operating expenses are up primarily due to $3.2 million of additional
structuring fees during 2006. In addition, 2006 year-to-date results reflect a
$1.3 million increase in recruiting and other employee related expenses, as well
as a $1.4 million increase in travel and entertainment related expenses.
OTHER INCOME/(EXPENSE)
Other income/(expense) includes realized gains and losses on investments and
miscellaneous income, including the 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, 2006 and 2005:
OTHER INCOME/(EXPENSE)
(in thousands)
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- ----------------
2006 2005 2006 2005
------ ---- ------- ------
Gains/(Losses) on Investments $6,976 $730 $12,820 $2,279
Gains/(Losses) on Fixed Assets -- (3) (171) (420)
Miscellaneous Income/(Expense) (256) (39) (315) 3,514
------ ---- ------- ------
Total $6,720 $688 $12,334 $5,373
====== ==== ======= ======
Total other income/(expense) increased $6.0 million for the quarter and $7.0
million year to date when compared to the prior year. The $6.0 million increase
for the third quarter of 2006 was mainly due to a $5.7 million gain that
resulted from our disposition of our minority interest in Institutional Capital
Corporation ("ICAP").
Year-to-date other income/(expense) increased $7.0 million over the prior year
mainly due to $8.5 million of realized gains on the sale of investments, $8.8
million of which is due to gains realized to date related to our sale of ICAP.
During the first nine months of the prior year, we accelerated the recognition
of unamortized deferred gains and losses resulting from various interest rate
hedging activities associated
23
with previously outstanding private-placement debt. This acceleration was the
result of the early repayment of the private-placement debt and generated $3.6
million of miscellaneous income during the first nine months of 2005.
NET INTEREST EXPENSE
The following is a summary of net interest expense for the three-month and
nine-month periods ended September 30, 2006 and 2005:
NET INTEREST EXPENSE
(in thousands)
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- -------------------
2006 2005 2006 2005
------- ------- -------- --------
Dividend and Interest Revenue $ 3,008 $ 2,444 $ 7,198 $ 7,065
Interest Expense (9,686) (8,027) (29,610) (18,055)
------- ------- -------- --------
Total $(6,678) $(5,583) $(22,412) $(10,990)
======= ======= ======== ========
Net interest expense increased $1.1 million in the third quarter of 2006 when
compared to the third quarter of 2005 and $11.4 million year-to-date year over
year, 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
FIN 48
On July 13, 2006, the Financial Accounting Standards Board ("FASB") posted to
its website the final Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" ("FIN 48"). FIN 48 is effective for us as of January 1, 2007 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.
Nuveen Investments does not expect FIN 48 to have a material impact to its
financial statements.
SFAS No. 157
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
("SFAS No. 157"). SFAS No. 157 provides enhanced guidance for using fair value
to measure assets and liabilities by defining fair value, establishing a
framework for measuring fair value, and expanding disclosure requirements about
fair value measurements. SFAS No. 157 does not require any new fair value
measurements. Prior to this standard, methods for measuring fair value were
diverse and inconsistent, especially for items that are not actively traded. The
standard clarifies that, for items that are not actively traded, such as certain
kinds of derivatives, that fair value should reflect the price in a transaction
with a market participant, including an adjustment for risk, not just the
company's mark-to-market model value. The standard also requires expanded
disclosure of the effect on earnings for items measured using unobservable data.
24
Under SFAS No. 157, fair value refers to the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
market participants in the market in which the reporting entity transacts. SFAS
No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing the asset or liability.
In support of this principle, SFAS No. 157 establishes a fair value hierarchy
that prioritizes the information used to develop those assumptions. The fair
value hierarchy gives the highest priority to quoted prices in active markets
and the lowest priority to unobservable data (for example, the reporting
entity's own data). Finally, under SFAS No. 157, fair value measurements would
be separately disclosed by level within the fair value hierarchy.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Early adoption is permitted. The Company has not completed a study of
what effect SFAS No. 157 will have on its financial position and results of
operations.
SFAS No. 158
On September 29, 2006, the FASB issued a new pension standard, SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans" ("SFAS No. 158"), marking the end of the first phase of the FASB's
project for revamping retiree-benefit accounting. For publicly traded companies,
SFAS No. 158 is effective for fiscal years ending after December 15, 2006. SFAS
No. 158 requires an employer to:
(a) recognize in its statement of financial position an asset for a plan's
overfunded status or a liability for a plan's underfunded status;
(b) measure a plan's assets and its obligations that determine its funded
status as of the end of the employer's fiscal year; and
(c) recognize changes in the funded status of a defined benefit
post-retirement plan in the year in which the changes occur. Those
changes will be reported in comprehensive income.
In the new standard, the funded status of a pension will be defined as the
difference between the fair value of a plan's assets and the projected benefit
obligation ("PBO"). The PBO reflects future pay increases. As discussed in the
Company's 2005 annual report on Form 10-K, for the year ended December 31, 2005,
the Company had updated certain actuarial assumptions used to determine the
accumulated benefit obligation ("ABO") for its qualified pension plan. As a
result, the Company's qualified pension plan was determined to be underfunded on
an ABO basis as of December 31, 2005. Consequently, a charge was recorded to
stockholders' equity, net of income tax benefits, as a component of other
comprehensive loss of approximately $2.4 million. Had SFAS No. 158 been
effective as of December 31, 2005, the Company would have also recorded an
additional charge to stockholders' equity, net of income tax benefits, as a
component of other comprehensive loss of approximately $2.7 million. The Company
is not able to estimate the impact to stockholders' equity as of December 31,
2006 due to several factors, including performance on our plan assets. Finally,
SFAS No. 158 does not impact our post-retirement plan, as the Company currently
carries this plan at its funded status.
25
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.
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
26
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. As of December 31,
2005, the Company borrowed $150 million of the total amount available under the
new senior revolving credit facility, primarily in order to repay the remaining
amount due under the bridge credit facility. During the second quarter of 2006,
the Company repaid $50 million under this credit facility. As of September 30,
2006, the Company had $100 million outstanding under this 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. 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
September 30, 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 $50 million, to satisfy unanticipated, short-term liquidity needs.
As of September 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 September 30, 2006, and $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
NWQ's profits above specified levels beginning January 1, 2003 subject to a cap.
During the three and nine months ended September 30, 2006, we recorded
approximately $0.9 million and $2.8 million, respectively, of minority interest
expense, which reflects the portion of profits applicable to the minority
owners. During the three and nine months ended September 30, 2005, we recorded
approximately $1.4 million and $4.2 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
27
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 nine months of 2006, we recorded approximately $0.7 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 nine months of 2006, we recorded
approximately $13,000 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.
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 nine months of 2006, we recorded approximately
$0.9 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 September 30, 2006, we held in treasury 42,144,746 shares of Nuveen
Investments common stock. During the third quarter and first nine months of
2006, the Company repurchased 360,596 and 1,462,991 shares of common stock in
open market transactions as part of an on-going repurchase program. On August 9,
2006, a new share repurchase program was approved to replenish the existing
share repurchase program by authorizing the repurchase of up to 7 million
additional shares of common stock. As a result of the replenishment and the
remaining 424,184 shares from the previous authorization, the Company is
authorized to repurchase up to 7.4 million shares of common stock. As of
September 30, 2006, the remaining authorization covered 7.1 million shares.
During the third quarter and first nine months of 2006, we paid out dividends on
common shares totaling approximately $18.8 million and $54.2 million,
respectively. The payment of future dividends is dependent upon, among other
things, our financial condition, results of operations, capital requirements and
alternative uses of capital.
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").
28
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, 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 due to 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.
29
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SEPTEMBER 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 September 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 September 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 September 30, 2006. In
addition to the $100 million of debt outstanding under our revolving credit
facility at September 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 September 30, 2006, would have resulted in a net decrease in
the fair value of our debt of approximately $27.8 million at September 30, 2006.
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 $54
million and $46 million at September 30, 2006 and 2005, respectively. We
estimate that a 100 basis point increase in interest rates from the levels at
September 30, 2006, would result in a net decrease of approximately $2 million
in the fair value of the fixed-income investments at September 30, 2006. We
estimate that a 100 basis 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.
Also included in investments at September 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 $0.8
million and $0.4 million at September 30, 2006 and 2005, respectively. We
estimate that a 100 basis point increase in interest rates from the levels at
September 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 September 30, 2005, would
have resulted in a net increase in the fair market value of the open derivatives
of $2 million. See Note 6 "Derivative Financial Instruments" to our Consolidated
Financial Statements for more information.
30
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 $46 million and
$43 million, at September 30, 2006 and 2005, respectively. As of September 30,
2006 we estimate that a 10% adverse change in equity prices would result in a
decrease of approximately $4.6 million in the fair value of equity assets. As of
September 30, 2005, we estimate that a 10% adverse change in equity prices would
have resulted in decreases of approximately $4.3 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 September 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
Principle Financial Officer, 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 Principal Financial Officer concluded that the
Company's disclosure controls and procedures are effective and no changes are
required at this time. In connection with management's evaluation, pursuant to
the Exchange Act Rule 13a-15(d), no changes during the quarter ended September
30, 2006 were identified that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.
31
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 July 1, 2006
under current repurchase program(1): 6,575,795 $31.23 6,575,795 424,205
July 1, 2006 - July 31, 2006 21 43.19 21 424,184
August 1, 2006 - August 31, 2006 -- -- -- 7,424,184
September 1, 2006 - September 30, 2006 360,575 49.00 360,575 7,063,609
--------- ------ --------- ---------
Total 6,936,391 $32.15 6,936,391 7,063,609
--------- ------ --------- ---------
(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.
A new share repurchase program was publicly announced and approved on August 9,
2006. This program replenished the existing share repurchase program by
authorizing the repurchase of up to 7 million shares of common stock. As a
result of the replenishment and the remaining 424,184 shares from the previous
authorization, the Company is authorized to repurchase up to 7.4 million shares
of common stock. As of September 30, 2006, the remaining authorization covered
approximately 7.1 million shares. There is not a pre-determined expiration date
for this plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
32
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 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 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
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: November 8, 2006 By /s/ Glenn R. Richter
-------------------------------------
Glenn R. Richter
Executive Vice President and Chief
Administrative Officer
Principal Financial Officer
DATE: November 8, 2006 By /s/ Sherri A. Hlavacek
-------------------------------------
Sherri A. Hlavacek
Vice President and Corporate
Controller
Principal 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 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 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