-----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, IGAFamSgSiZfOY3BkP0P09LlbocYmOFSCOKTXsROT0fZK7e7y7nTcbuMGPoeUAQO kDGv6beim3Ocnh5hKlA1qw== 0000950137-05-012568.txt : 20051019 0000950137-05-012568.hdr.sgml : 20051019 20051019100121 ACCESSION NUMBER: 0000950137-05-012568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 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: 051144348 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 c99119e8vk.txt FORM 8-K ================================================================================ 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): October 19, 2005 NUVEEN INVESTMENTS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-11123 36-3817266 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) 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 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 October 19, 2005, Nuveen Investments, Inc. (the "Company") issued a press release announcing the Company's Third 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 October 19, 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/ Alan G. Berkshire ---------------------------------- Alan G. Berkshire Senior Vice President Dated: October 19, 2005 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release of Nuveen Investments, Inc. issued October 19, 2005 (furnished herewith)
EX-99.1 2 c99119exv99w1.txt PRESS RELEASE [NUVEEN INVESTMENTS LOGO] 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 THIRD QUARTER EARNINGS AND 20% INCREASE IN ASSETS UNDER MANAGEMENT CHICAGO, IL, OCTOBER 19, 2005 - Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified investment services, today reported record earnings for the third quarter of the year. Net income of $43.5 million increased 11% over the third quarter of 2004. Earnings per share (diluted) were $0.54, an increase of 32% from the same period last year reflecting earnings growth and a $600 million share repurchase in April 2005. Earnings before interest and taxes, which excludes for comparative purposes the effects of new borrowings incurred to repurchase the shares, were $77.0 million, up 17% from the prior year. Third quarter operating revenues were $158 million, an increase of 20% over 2004. Third quarter gross sales were $5.9 billion, with positive net flows of $2.0 billion. Gross sales of high-net-worth managed accounts and institutional separate accounts were $5.0 billion and mutual fund gross sales were $0.9 billion. Year-to-date net income was up 13% over the prior year and earnings per share (diluted) increased 24%. Gross sales for the first nine months of the year were $20.0 billion with positive net flows of $9.8 billion. Total assets under management increased to $128 billion at September 30, 2005, from $107 billion a year ago and $115 billion at December 31, 2004. The 20% increase in assets under management from a year ago was driven by $15 billion of positive net flows and $6 billion of market appreciation. Strong asset growth resulted in advisory fee revenue increasing 17% in the third quarter as well as 17% for the first nine months of the year. At the end of the quarter, assets under management included 47% in municipal portfolios, 41% in equity-based portfolios and 12% in taxable income-oriented portfolios. 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. The consistency of our results reflects the quality and stability of a diversified asset base built on high-quality investment products and investment results, as well as our strong reputation for service and dependability. -more- NUVEEN INVESTMENTS REPORTS RECORD THIRD QUARTER EARNINGS - PAGE 2 "During the quarter, two-thirds of our sales were in equity products reflecting the strength in the stock markets and continued momentum in our NWQ value funds and portfolios. Retail managed account sales were $4.0 billion, up 11% from the prior year and 18% versus the prior quarter. Retail managed account flows of $1.7 billion were up 8% year over year and 39% versus the previous quarter, driven by NWQ value portfolios and Nuveen municipal accounts. We also started to see meaningful flows into our Symphony small-cap core portfolios in the third quarter, while Rittenhouse had net outflows. Additionally mutual fund flows are showing signs of growth with strong inflows of $590 million for the quarter - more than four times the flows in the third quarter last year. "Nuveen Investments remains well-positioned for the future," added Schwertfeger. "Our specialized investment teams are generating strong performance across a growing array of asset classes. We continue to expand our investment capabilities through both acquisitions and organic growth. As the fourth quarter began we completed our acquisition of Santa Barbara Asset Management and its high-caliber and highly respected growth team. The addition of Santa Barbara coupled with our on-going innovation in new asset classes will help strengthen and grow our relationships with high-net-worth investors and institutions and the advisors who serve them - which in turn should allow us to continue to grow our business in a high-quality manner." Nuveen Investments, Inc. will host a conference call to discuss its third quarter results today, October 19th, 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; Santa Barbara, committed to growth equities; Rittenhouse, dedicated to "blue-chip" growth equities; and Symphony, with expertise in alternative investments as well as equity and income portfolios. With the addition of Santa Barbara in early October, the Company manages approximately $131 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 September 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): 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) $131,209 135,363 141,136 -- 407,708 Product distribution 2,803 2,440 1,233 -- 6,477 Performance fees/other revenue 856 1,088 15,882 -- 17,826
Total operating revenues 134,868 138,890 158,252 -- 432,011 EXPENSES: Compensation and benefits 43,038 44,034 55,881 -- 142,952 Advertising and promotional costs 2,669 3,070 3,596 -- 9,334 Occupancy and equipment costs 5,400 5,181 5,539 -- 16,120 Amortization of intangible assets 1,273 1,273 1,273 -- 3,819 Travel and entertainment 1,686 2,095 1,871 -- 5,651 Outside and professional services 5,829 6,477 6,302 -- 18,608 Minority interest expense 1,406 1,406 1,406 -- 4,219 Other operating expenses 4,544 7,490 6,119 -- 18,153 Total operating expenses 65,845 71,025 81,987 -- 218,857 OTHER INCOME/(EXPENSE) 1,858 2,826 688 -- 5,373 INCOME BEFORE NET INTEREST AND TAXES 70,881 70,692 76,953 -- 218,526 NET INTEREST EXPENSE (989) (4,418) (5,583) -- (10,990) INCOME BEFORE TAXES 69,892 66,274 71,371 -- 207,537 INCOME TAXES: Federal 22,941 21,753 23,214 -- 67,909 State 3,758 3,563 4,672 -- 11,993 Total income taxes 26,699 25,317 27,886 -- 79,902 NET INCOME $ 43,193 40,957 43,484 -- 127,635 AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 93,757 78,238 76,294 -- 82,699 Diluted 98,913 82,580 81,190 -- 87,497 EARNINGS PER SHARE: Basic $ 0.46 0.52 0.57 -- 1.54 Diluted $ 0.44 0.50 0.54 -- 1.46 GROSS SALES (in millions): Mutual funds $ 702 697 923 -- 2,323 Managed accounts - retail 3,684 3,376 3,981 -- 11,041 Managed accounts - -institutional 1,882 1,823 957 -- 4,662 Exchange-traded funds 1,414 560 13 -- 1,987 Total funds and accounts $ 7,682 6,456 5,875 -- 20,013 NET FLOWS (in millions): Mutual funds $ 350 352 594 -- 1,296 Managed accounts-retail 1,195 1,248 1,739 -- 4,182 Managed accounts - -institutional 1,328 1,270 (329) -- 2,269 Exchange-traded funds 1,424 576 32 -- 2,032 Total funds and accounts $ 4,297 3,447 2,035 -- 9,779
MANAGED FUNDS AND ACCOUNTS (in millions): ASSETS UNDER MANAGEMENT: Beginning of period $115,453 118,505 124,018 -- 115,453 Sales - funds and accounts 7,682 6,456 5,875 -- 20,013 Dividend reinvestment 61 92 105 -- 258 Redemptions and withdrawals (3,447) (3,101) (3,944) -- (10,492) Total net flows into funds and accounts 4,297 3,447 2,035 -- 9,779 Appreciation/ (depreciation)of managed assets (1,244) 2,066 2,119 -- 2,941 End of period $118,505 124,018 128,172 -- 128,172 Recap by product type: Mutual funds $ 12,887 13,505 14,050 -- Exchange-traded funds 51,050 52,534 52,094 -- Managed accounts-retail 37,715 39,695 43,222 -- Managed accounts - - institutional 16,853 18,284 18,807 -- Total assets under management $118,505 124,018 128,172 -- RECAP BY STYLE: Equity-based $ 45,370 48,589 52,998 -- Municipals 57,894 60,069 60,058 -- Taxable income-oriented 15,242 15,360 15,117 -- Total assets under management $118,505 124,018 128,172 --
(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 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-----