ITEM 2. PROPERTIES
The Company, headquartered in Chicago, has offices in New York, NY, Irvine, CA, Los Angeles, CA, San Francisco, CA and Radnor, PA and has sales representatives located nationally. The Company leases approximately 273,000 square feet of office space across the country. Management believes that the Company's facilities are adequate to serve its currently anticipated business needs. The Company has also used, registered, and/or applied to register certain service marks to distinguish our investment products and services from our competitors in the U.S. and in foreign countries and jurisdictions. We enforce our service marks and other intellectual property rights in the U.S. and abroad.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As previously reported in the Company's Form 10-K for 2001 and most recently in the Form 10-Q for September 30, 2002, a lawsuit (Civil Action No. 97 C 5255) brought in June, 1996 by certain fund shareholders in federal district court for the Northern District of Illinois against Nuveen Advisory, six Nuveen investment companies and other Nuveen affiliates was dismissed with prejudice by the federal district court in September of 2001 and such dismissal was affirmed by the 7th Circuit Court of Appeals in July of 2002. The plaintiffs then filed a petition for certiorari with the U.S. Supreme Court which was denied by the Supreme Court in December of 2002. No further appeal of this matter is now possible and no future reports will be made regarding this case.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter ended December 31, 2002.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the executive officers of the Company as of December 31, 2002, are set forth below. Executive officers of the Company serve at the discretion of the Board of Directors. Unless otherwise indicated in the following descriptions, each of the following executive officers and other key officers have held his or her current position with the Company or its predecessor for more than the past five years.
All executive officers of the Company serve at the pleasure of the Company's board of directors. There are no family relationships between any of the Registrant's executive officers, key officers and directors, and there are no arrangements or understandings between any of these executive officers and any other persons pursuant to which the executive officer was appointed. Each of Mr. Schwertfeger and Mr. Amboian is party to an employment agreement with the Company for a three-year term ending October 31, 2005, subject to automatic one-year extensions if the executive remains employed by the Company.
Mr. Schwertfeger has been Chairman and Chief Executive of the Company and its various subsidiaries since 1996. He also served as Chairman of the Nuveen Funds and as a Director of Institutional Capital Corporation for the same period. Mr. Amboian has been President of the Company and its various subsidiaries since May 1999. Prior thereto, he served as Executive Vice President of the Company and its various subsidiaries since June 1995.
Mr. Williamson has been Group President, Managed Assets since joining Nuveen Investments in August 2000. Prior thereto, Mr. Williamson served as Director of Sales and Marketing for Merrill Lynch Client Advisory Services since August 1998. Prior thereto, he was a Managing Director.
Mr. Adams has been Executive Vice President, Structured Investments since December 1999. Prior thereto, Mr. Adams was Vice President and Manager of Nuveen Exchange-Traded Funds and Defined Portfolios effective September 1997 and Vice President and Manager, Corporate Marketing and Financial Institution Group effective August 1994.
Mr. Berkshire has been Senior Vice President and General Counsel of the Company since April 1999 and Secretary of Company since May 1998. He joined Nuveen Investments in September 1997 as Vice President and General Counsel. Prior thereto he was a Partner at the law firm of Kirkland & Ellis since October 1992.
Mrs. Wilson has been Senior Vice President, Finance since April of 1999. She joined Nuveen Investments as Vice President and Controller in February 1998. Prior thereto, Mrs. Wilson was Chief Financial Officer at Sara Lee Bakery, a division of Sara Lee Corporation, from November 1996 until February 1998 and a Controller with Kraft Foods from September 1991 until November 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 2002, there were approximately 4,200 shareholders of record of the Company's Class A common stock. Other information required by this item is contained in footnote 14 on page 31 of the Registrant's 2002 Annual Report to Shareholders (the "2002 Annual Report") and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The "Five Year Financial Summary" section on page 32 of the 2002 Annual Report is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The "Management's Discussion and Analysis of Financial Condition and Results of Operations" section on pages 7 through 13 of the 2002 Annual Report is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The "Market Risk" section on page 13 of the 2002 Annual Report is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data on pages 14 through 31 of the 2002 Annual Report are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The "Nominees for Directors" subsection and the "Nominees for Class B Directors" subsection in the "Election of Directors" section on pages 6 and 7 of the 2003 Proxy Statement and the "Section 16(a) Beneficial Ownership Reporting Compliance" section on page 5 of the 2003 Proxy Statement, are incorporated herein by reference. Information regarding the Registrant's executive officers is included in Part I of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The "Executive Compensation", "Retirement Plans" and "Employment Agreements" sections on pages 11 through 16, and the "Compensation of Directors" subsection in the "Election of Directors" section on pages 9 and 10 of the 2003 Proxy Statement are incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The "Beneficial Ownership of the Company's Common Stock" section on pages 2 through 5 of the 2003 Proxy Statement is incorporated herein by reference.
The following table sets forth certain information about equity compensation plans that have been approved by security holders. The Company has no such plans that have not been approved by security holders.
EQUITY COMPENSATION PLAN INFORMATION
(1) Consists of 15,873,434 shares of Class A Common Stock, which may be issued upon the exercise of outstanding options and 462,500 shares underlying grants of restricted stock, the receipt of which has been deferred beyond the expiration of the restrictive period. Excludes 145,542 shares of restricted stock which have been issued, but have not been delivered to the recipient because the restrictive period has not yet expired.
(2) Consists of 4,038,000 shares available for issuance as options. Of these shares, 2,645,000 are also available for issuance as restricted stock.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The "Certain Relationships and Related Transactions" on page 23 of the 2003 Proxy Statement is incorporated herein by reference.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chairman and Chief Executive Officer, President, and Senior Vice President, Finance, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's
Chairman and Chief Executive Officer, President, and Senior Vice President, Finance concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation in connection with the preparation of this report.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FILED DOCUMENTS. The following documents are filed as part of this report:
1. Financial Statements:
----------
* Incorporated by reference to the 2002 Annual Report, which, except as specifically incorporated by reference in this Form 10-K, shall not be deemed to be filed with the Commission.
2. Financial Statement Schedules: None
All schedules are omitted because they are not required, are not applicable or the information is otherwise shown in the financial statements or notes thereto.
3. Exhibits:
See Exhibit Index on pages E-1 through E-6 hereof.
The management contracts and compensatory plans and arrangements have been filed as Exhibits and are identified as such in the Exhibit Index which follows.
(b) REPORTS ON FORM 8-K.
Form 8-K filed on August 14, 2002 with the Securities Exchange Commission, reporting under Item 5 "Other Events" the acquisition of NWQ Investment Management Company, Inc. Amendment No. 1 to this Form 8-K was filed on October 15, 2002 including under Item 7 "Financial Statements and Exhibits" the following:
1. Pro Forma Financial Information
a. Unaudited Pro Forma Condensed Financial Statements of Nuveen Investments, Inc.
(i) Consolidated Statement of Income for the Year Ended December 31, 2001
(ii) Consolidated Statement of Income for the Six Month Period Ended June 30, 2002
(iii) Notes to Consolidated Statements of Income
(iv) Consolidated Balance Sheet as of June 30, 2002
(v) Notes to Consolidated Balance Sheet
2. Interim Financial Statements
a. Unaudited Condensed Financial Statements of NWQ Investment Management Company (A Wholly Owned Subsidiary of Old Mutual Asset Managers (US) LLC)
(i) Balance Sheet as of June 30, 2002
(ii) Statement of Income for the Six Month Period Ended June 30, 2002
(iii) Statement of Cash Flows for the Six Month Period Ended June 30, 2002
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 2003.
NUVEEN INVESTMENTS, INC
By: /s/ Margaret E. Wilson ------------------------------------------
Margaret E. Wilson Senior Vice President, Finance Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 27, 2003.
CERTIFICATIONS
I, Timothy R. Schwertfeger, certify that:
1. I have reviewed this annual report on Form 10-K of Nuveen Investments, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Timothy R. Schwertfeger ------------------------------------ Name: Timothy R. Schwertfeger Title: Chief Executive Officer
I, John P. Amboian, certify that:
1. I have reviewed this annual report on Form 10-K of Nuveen Investments, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ John P. Amboian ------------------------------------ Name: John P. Amboian Title: President
I, Margaret E. Wilson, certify that:
1. I have reviewed this annual report on Form 10-K of Nuveen Investments, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003
/s/ Margaret E. Wilson ------------------------------------ Name: Margaret E. Wilson Title: Senior Vice President, Finance
EXHIBIT INDEX to ANNUAL REPORT ON FORM 10-K for the FISCAL YEAR ENDED DECEMBER 31, 2002
Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the Commission as exhibits to registration statements or reports filed with the Commission and are incorporated herein by reference and made a part hereof; the exhibit number and location of each document so filed and incorporated herein by reference are set forth opposite each such exhibit. Exhibits not so identified are filed herewith.
E-1
E-2
E-3
E-4
E-5
* Previously filed; incorporated herein by reference.
+ Management contracts and compensatory plans and arrangements.
E-6