-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+3VmfHX54zp7gm929fkCa97C0MGfip8P+4n7KAPcimHZoSlayWjw9Iu9yJymDue tr6/a/Mi1gONf+6CCVQatw== 0000950137-05-009032.txt : 20050725 0000950137-05-009032.hdr.sgml : 20050725 20050725100236 ACCESSION NUMBER: 0000950137-05-009032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050725 DATE AS OF CHANGE: 20050725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INVESTMENTS INC CENTRAL INDEX KEY: 0000885708 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363817266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11123 FILM NUMBER: 05970407 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177700 MAIL ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN JOHN COMPANY DATE OF NAME CHANGE: 19930328 8-K 1 c96803e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2005 NUVEEN INVESTMENTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-11123 36-3817266 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation) 333 West Wacker Drive, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700 Not Applicable ------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12) [ ] Pre-commencement communications pursuant to Rule l4d- 2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) [ ] Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c)) Item 2.02. Results of Operations and Financial Condition. The following information is being furnished under Items 2.02 and 7.01 of Form 8-K: On July 25, 2005, Nuveen Investments, Inc. (the "Company") issued a press release announcing the Company's Second Quarter 2005 earnings. The text of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information in this Report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report, including the information contained in Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 7.01. Regulation FD Disclosure See Item 2.02 - "Results of Operations and Financial Condition" above. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Nuveen Investments, Inc. issued July 25, 2005 (furnished herewith) 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 hereunto duly authorized. NUVEEN INVESTMENTS, INC. By: /s/ Margaret E. Wilson --------------------------------------- Margaret E. Wilson Senior Vice President, Finance Dated: July 25, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release of Nuveen Investments, Inc. issued July 25, 2005 (furnished herewith) EX-99.1 2 c96803exv99w1.txt PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: CHRIS ALLEN ATTN: BUSINESS/FINANCIAL EDITORS (312) 917-8331 CHRISTOPHER.ALLEN@NUVEEN.COM KATHLEEN CARDOZA (312)917-7813 KATHLEEN.CARDOZA@NUVEEN.COM NUVEEN INVESTMENTS REPORTS RECORD SECOND QUARTER EARNINGS AND 22% GROWTH IN ASSETS UNDER MANAGEMENT FROM LAST YEAR CHICAGO, IL, JULY 25, 2005 - Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified investment services, today reported record earnings for the second quarter of the year. Net income of $41.0 million increased 14% over the second quarter of 2004. Reflecting a mid-April repurchase of 18.2 million JNC common shares for $600 million, the Company's diluted shares outstanding for the second quarter were 82.6 million, resulting in earnings per share (diluted) of $0.50, an increase of 32% from the same period last year. Earnings before interest and taxes, which excludes for comparative purposes the effects of new borrowings incurred to repurchase the shares, were $70.7 million, up 16% from the prior year. Second quarter gross sales were $6.5 billion, with positive net flows of $3.4 billion. Gross sales of institutional separate accounts and high-net-worth managed accounts totaled $5.2 billion. Gross sales of closed-end exchange-traded funds were $0.6 billion and gross sales of mutual funds were $0.7 billion. Year-to-date net income was up 14% over the prior year and earnings per share (diluted) increased 21%. Gross sales for the first six months of the year were $14.1 billion with positive net flows of $7.7 billion. Flows were positive across all product lines for both the current quarter and the first half of the year. Total assets under management increased to $124 billion at June 30, 2005, from $102 billion a year ago and $115 billion at December 31, 2004. The 22% increase in assets under management from a year ago was driven by $16 billion of positive net flows and $6 billion of market appreciation. Strong asset growth resulted in advisory fee revenue increasing 17% in the second quarter and also 17% for the first half of the year. Commenting on the Company's results, Tim Schwertfeger, Chairman & CEO of Nuveen Investments, said, "We are very pleased to report another quarter of high-quality, consistent growth. Double-digit asset, revenue and earnings growth this quarter and year-to-date reflect our increasing ability to meet investors' needs for high-quality investment solutions in a variety of market environments. As we've expanded our product offerings, we're also building a more balanced base of assets under management. At the end of the quarter, assets under management included 48% in municipal portfolios, 39% in equity-based portfolios and 13% in taxable income-oriented portfolios. "Second quarter gross sales of $6.5 billion were up 8% versus the prior year and positive net flows of $3.4 billion were up 11% due to continued momentum in managed accounts. Second quarter managed account gross sales of $5.2 billion and positive net flows of $2.5 billion were driven by NWQ value portfolios and Nuveen municipal accounts. Rittenhouse "blue chip" growth accounts had net outflows. During the quarter we raised approximately $560 million in new closed-end exchange-traded funds primarily through the Nuveen Equity Premium Advantage Fund which invests in an equity-index, option-writing strategy. Additionally we had $350 million of positive mutual fund flows as we continue to experience growing demand for our value and municipal funds. "Building on the demand for NWQ value strategies, we launched three new NWQ mutual funds this quarter - a small-to-mid cap fund, a small-cap fund and a global fund," said Schwertfeger. "This initiative is an example of our continued focus on product innovation, which has fueled our strong organic growth over the past several years." Nuveen Investments, Inc. will host a conference call to discuss its second quarter results today, July 25, at 10:00 am central time. To access this call live or listen to an audio replay, visit the investor relations section of the Company's website at www.nuveen.com. Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutions and high-net-worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its highly specialized investment teams, each with its own brand name and area of expertise: NWQ, specializing in value-style equities; Nuveen, focused on fixed-income investments; Rittenhouse, dedicated to "blue-chip" growth equities; and Symphony, with expertise in alternative investments as well as equity and income portfolios. In total, the Company manages $124 billion in assets. Nuveen Investments is listed on The New York Stock Exchange and trades under the symbol "JNC." Certain statements made by the Company in this release are forward-looking statements. The Company's actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to, the effects of the substantial competition in the investment management business, including competition for access to brokerage firms' retail distribution systems, the Company's reliance on revenues from investment management contracts which renew annually, regulatory developments, accounting pronouncements, and other additional risks and uncertainties as set forth in the Company's filings with the SEC. The Company undertakes no responsibility to update publicly or revise any forward-looking statements. ### Financial Table Follows NUVEEN INVESTMENTS CONSOLIDATED STATEMENTS OF INCOME (1) For the Year Ended December 31, 2004 and the Quarter Ended June 30, 2005 In thousands, except share data
2004 1ST QTR 2ND QTR 3RD QTR 4TH QTR TOTAL REVENUES: Investment advisory fees from assets under management (2) $112,355 115,345 120,989 127,125 475,814 Product distribution 2,427 1,833 2,290 2,409 8,959 Performance fees/other revenue 4,912 3,235 8,338 4,379 20,864 Total operating revenues 119,694 120,413 131,617 133,913 505,637 EXPENSES: Compensation and benefits 36,651 39,233 45,380 44,057 165,321 Advertising and promotional costs 3,019 3,121 3,460 2,557 12,158 Occupancy and equipment costs 4,813 4,776 5,018 5,133 19,740 Amortization of intangible assets 1,299 1,273 1,273 1,273 5,118 Travel and entertainment 1,863 2,089 1,730 2,299 7,981 Outside and professional services 5,446 5,800 5,507 5,464 22,216 Minority interest expense 469 468 470 469 1,876 Other operating expenses 4,404 4,950 4,323 4,675 18,353 Total operating expenses 57,965 61,709 67,161 65,927 252,762 OTHER INCOME/(EXPENSE) 2,845 2,380 1,454 869 7,547 INCOME BEFORE NET INTEREST AND TAXES 64,574 61,084 65,910 68,854 260,422 NET INTEREST EXPENSE (2,646) (2,338) (2,079) (853) (7,916) INCOME BEFORE TAXES 61,928 58,746 63,831 68,001 252,506 INCOME TAXES: Federal 20,183 19,197 20,835 22,781 82,996 State 3,868 3,571 3,935 1,730 13,103 Total income taxes 24,051 22,767 24,769 24,511 96,099 NET INCOME $ 37,877 35,979 39,062 43,490 156,408 AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 92,867 92,609 92,435 92,776 92,671 Diluted 96,305 95,494 95,415 97,269 96,121 EARNINGS PER SHARE: Basic $ 0.41 0.39 0.42 0.47 1.69
Diluted $ 0.39 0.38 0.41 0.45 1.63 GROSS SALES (in millions): Mutual funds $ 391 282 407 545 1,625 Managed accounts-retail 3,716 3,466 3,576 4,740 15,497 Managed accounts -institutional 963 1,728 1,128 2,120 5,939 Exchange-traded funds 1,023 512 640 713 2,888 Total funds and accounts $ 6,092 5,988 5,751 8,118 25,949 NET FLOWS (in millions): Mutual funds $ 45 (207) 142 308 288 Managed accounts-retail 2,212 1,749 1,603 2,803 8,367 Managed accounts -institutional 506 1,048 504 1,398 3,455 Exchange-traded funds 1,034 518 643 717 2,911 Total funds and accounts $ 3,797 3,108 2,891 5,226 15,022 MANAGED FUNDS AND ACCOUNTS (in millions): ASSETS UNDER MANAGEMENT: Beginning of period $ 95,356 100,923 101,857 106,891 95,356 Sales - funds and accounts 6,092 5,988 5,751 8,118 25,949 Dividend reinvestments 72 82 87 148 389 Redemptions and withdrawals (2,367) (2,962) (2,947) (3,041) (11,316) Total net flows into funds and accounts 3,797 3,108 2,891 5,226 15,022 Appreciation/ (depreciation)of managed assets 1,771 (2,175) 2,144 3,336 5,076 End of period $ 100,923 101,857 106,891 115,453 115,453 RECAP BY PRODUCT TYPE: Mutual funds $ 12,438 11,873 12,293 12,680 Exchange-traded funds 48,620 47,262 49,226 50,216 Managed accounts-retail 28,587 30,302 32,265 36,975 Managed accounts - institutional 11,278 12,419 13,107 15,581 Total assets under management $ 100,923 101,857 106,891 115,453 RECAP BY STYLE: Equity-based $ 30,535 33,320 35,094 42,345 Municipals 56,478 54,737 56,960 57,909 Taxable income-oriented 13,911 13,800 14,838 15,199 Total assets under management $ 100,923 101,857 106,891 115,453
2005 1ST QTR 2ND QTR 3RD QTR 4TH QTR TOTAL REVENUES: Investment advisory fees from assets under management (2) $131,209 135,363 - - 266,572 Product distribution 2,803 2,440 - - 5,243 Performance fees/other revenue 856 1,088 - - 1,944 Total operating revenues 134,868 138,890 - - 273,759 EXPENSES: Compensation and benefits 43,038 44,034 - - 87,071 Advertising and promotional costs 2,669 3,070 - - 5,739 Occupancy and equipment costs 5,400 5,181 - - 10,581 Amortization of intangible assets 1,273 1,273 - - 2,546 Travel and entertainment 1,686 2,095 - - 3,780 Outside and professional services 5,829 6,477 - - 12,306 Minority interest expense 1,406 1,406 - - 2,813 Other operating expenses 4,544 7,490 - - 12,034 Total operating expenses 65,845 71,025 - - 136,870 OTHER INCOME/(EXPENSE) 1,858 2,826 - - 4,685 INCOME BEFORE NET INTEREST AND TAXES 70,881 70,692 - - 141,573 NET INTEREST EXPENSE (989) (4,418) - - (5,407) INCOME BEFORE TAXES 69,892 66,274 - - 136,166 INCOME TAXES: Federal 22,941 21,753 - - 44,694 State 3,758 3,563 - - 7,321 Total income taxes 26,699 25,317 - - 52,016 NET INCOME $ 43,193 40,957 - - 84,151 AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 93,757 78,238 - - 85,955 Diluted 98,913 82,580 - - 90,704 EARNINGS PER SHARE: Basic $ 0.46 0.52 - - 0.98 Diluted $ 0.44 0.50 - - 0.93 GROSS SALES (in millions): Mutual funds $ 702 697 - - 1,400 Managed accounts-retail 3,684 3,376 - - 7,060 Managed accounts -institutional 1,882 1,823 - - 3,705 Exchange-traded funds 1,414 560 - - 1,974 Total funds and accounts $ 7,682 6,456 - - 14,138 NET FLOWS (in millions): Mutual funds $ 350 352 - - 703 Managed accounts-retail 1,195 1,248 - - 2,443 Managed accounts -institutional 1,328 1,270 - - 2,597 Exchange-traded funds 1,424 576 - - 2,000
Total funds and accounts $ 4,297 3,447 - - 7,743 MANAGED FUNDS AND ACCOUNTS (in millions): Assets under management: Beginning of period $115,453 118,505 - - 115,453 Sales - funds and accounts 7,682 6,456 - - 14,138 Dividend reinvestments 61 92 - - 153 Redemptions and withdrawals (3,447) (3,101) - - (6,548) Total net flows into funds and accounts 4,297 3,447 - - 7,743 Appreciation/ (depreciation)of managed assets (1,244) 2,066 - - 822 End of period $118,505 124,018 - - 124,018 Recap by product type: Mutual funds $ 12,887 13,505 - - Exchange-traded funds 51,050 52,534 - - Managed accounts-retail 37,715 39,695 - - Managed accounts - institutional 16,853 18,284 - - Total assets under management $118,505 124,018 - - RECAP BY STYLE: Equity-based $ 45,370 48,589 - - Municipals 57,894 60,069 - - Taxable income-oriented 15,242 15,360 - - Total assets under management $118,505 124,018 - -
(1) The Company began expensing the cost of stock options on April 1, 2004. All historical financial information has been restated. (2) Advisory fee revenue will fluctuate based on the number of days in the quarter. In 2005, Q1 has 90 days, Q2 has 91 days, Q3 and Q4 have 92 days. Note: Income before net interest and taxes (EBIT) is not a Generally Accepted Accounting Principle (GAAP) disclosure and should not be considered in isolation. In addition to net income, EBIT will be reported over the next several quarters to help the reader in assessing the results from the business 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 in April 2005. -----END PRIVACY-ENHANCED MESSAGE-----