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SEI INVESTMENTS COMPANY (Exact Name of Registrant As Specified in Its Charter) ______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________ FORM 10-Q ________________________________________ (Mark One)* ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2017 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to 0-10200 (Commission File Number) ________________________________________ SEI INVESTMENTS COMPANY (Exact name of registrant as specified in its charter) ________________________________________ Pennsylvania 23-1707341 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1 Freedom Valley Drive, Oaks, Pennsylvania 19456-1100 (Address of principal executive offices) (Zip Code) (610) 676-1000 (Registrant’s telephone number, including area code) N/A (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 ý No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý The number of shares outstanding of the registrant’s common stock as of April 13, 2017 was 158,709,804. SEI Investments Company TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements. 2 Consolidated Balance Sheets (Unaudited) -- March 31, 2017 and December 31, 2016 2 Consolidated Statements of Operations (Unaudited) -- For the Three Months Ended March 31, 2017 and 2016 3 Consolidated Statements of Comprehensive Income (Unaudited) -- For the Three Months Ended March 31, 2017 and 2016 4 Consolidated Statements of Cash Flows (Unaudited) -- For the Three Months Ended March 31, 2017 and 2016 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 33 Item 4. Controls and Procedures. 33 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 34 Item 1A. Risk Factors. 35 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 35 Item 6. Exhibits. 35 Signatures 36 1 of 36 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. SEI Investments Company Consolidated Balance Sheets (unaudited) (In thousands, except par value) March 31, 2017 December 31, 2016 Assets Current Assets: Cash and cash equivalents $ 661,372 $ 695,701 Restricted cash 3,500 3,500 Receivables from investment products 51,453 61,761 Receivables, net of allowance for doubtful accounts of $518 and $523 252,205 227,957 Securities owned 21,372 21,339 Other current assets 29,873 27,575 Total Current Assets 1,019,775 1,037,833 Property and Equipment, net of accumulated depreciation of $291,500 and $285,322 142,726 146,190 Capitalized Software, net of accumulated amortization of $315,512 and $303,540 300,756 295,867 Investments Available for Sale 89,262 84,033 Investments in Affiliated Funds, at fair value 5,156 4,858 Investment in Unconsolidated Affiliate 48,759 50,459 Deferred Income Taxes 1,878 2,127 Other Assets, net 16,240 15,456 Total Assets $ 1,624,552 $ 1,636,823 Liabilities and Equity Current Liabilities: Accounts payable $ 7,372 $ 5,966 Accrued liabilities 167,061 240,525 Deferred revenue 2,337 2,880 Total Current Liabilities 176,770 249,371 Deferred Income Taxes 69,379 69,693 Other Long-term Liabilities 15,610 14,645 Total Liabilities 261,759 333,709 Commitments and Contingencies Shareholders' Equity: Common stock, $.01 par value, 750,000 shares authorized; 158,687 and 159,031 shares issued and outstanding 1,587 1,590 Capital in excess of par value 976,007 955,461 Retained earnings 420,712 384,018 Accumulated other comprehensive loss, net (35,513) (37,955) Total Shareholders' Equity 1,362,793 1,303,114 Total Liabilities and Shareholders' Equity $ 1,624,552 $ 1,636,823 The accompanying notes are an integral part of these consolidated financial statements. 2 of 36 SEI Investments Company Consolidated Statements of Operations (unaudited) (In thousands, except per share data) Three Months Ended March 31, 2017 2016 Revenues: Asset management, administration and distribution fees $ 278,565 $ 251,437 Information processing and software servicing fees 74,763 73,399 Transaction-based and trade execution fees 6,656 9,427 Total revenues 359,984 334,263 Expenses: Subadvisory, distribution and other asset management costs 42,502 39,195 Software royalties and other information processing costs 7,662 7,748 Brokerage commissions 4,959 7,108 Compensation, benefits and other personnel 108,943 101,931 Stock-based compensation 6,180 3,789 Consulting, outsourcing and professional fees 43,149 38,506 Data processing and computer related 16,772 15,718 Facilities, supplies and other costs 17,478 15,997 Amortization 12,022 11,012 Depreciation 6,800 6,447 Total expenses 266,467 247,451 Income from operations 93,517 86,812 Net gain (loss) from investments 347 (126) Interest and dividend income 1,343 1,083 Interest expense (112) (114) Equity in earnings of unconsolidated affiliate 33,565 29,192 Gain on sale of subsidiary — 2,791 Income before income taxes 128,660 119,638 Income taxes 39,923 42,141 Net income 88,737 77,497 Basic earnings per common share $ 0.56 $ 0.48 Shares used to compute basic earnings per share 159,091 163,013 Diluted earnings per common share $ 0.55 $ 0.47 Shares used to compute diluted earnings per share 162,742 166,145 The accompanying notes are an integral part of these consolidated financial statements. 3 of 36 SEI Investments Company Consolidated Statements of Comprehensive Income (unaudited) (In thousands) Three Months Ended March 31, 2017 2016 Net income $ 88,737 $ 77,497 Other comprehensive gain, net of tax: Foreign currency translation adjustments 2,488 2,429 Unrealized (loss) gain on investments: Unrealized (losses) gains during the period, net of income taxes of $19 and $(191) (24) 330 Less: reclassification adjustment for (gains) losses realized in net income, net of income taxes of $10 and $(103) (22) (46) 187 517 Total other comprehensive gain, net of tax 2,442 2,946 Comprehensive income $ 91,179 $ 80,443 The accompanying notes are an integral part of these consolidated financial statements. 4 of 36 SEI Investments Company Consolidated Condensed Statements of Cash Flows (unaudited) (In thousands) Three Months Ended March 31, 2017 2016 Cash flows from operating activities: Net income $ 88,737 $ 77,497 Adjustments to reconcile net income to net cash provided by operating activities (See Note 1) (15,725) 1,148 Net cash provided by operating activities 73,012 78,645 Cash flows from investing activities: Additions to property and equipment (3,205) (4,609) Additions to capitalized software (16,861) (9,477) Purchases of marketable securities (20,445) (8,652) Prepayments and maturities of marketable securities 15,166 12,090 Sales of marketable securities — 185 Receipt of contingent payment from sale of SEI AK — 2,791 Other investing activities — 200 Net cash used in investing activities (25,345) (7,472) Cash flows from financing activities: Purchase and retirement of common stock (56,553) (78,372) Proceeds from issuance of common stock 16,847 6,476 Payment of dividends (44,597) (42,677) Net cash used in financing activities (84,303) (114,573) Effect of exchange rate changes on cash and cash equivalents 2,307 1,992 Net decrease in cash and cash equivalents (34,329) (41,408) Cash and cash equivalents, beginning of period 695,701 679,661 Cash and cash equivalents, end of period $ 661,372 $ 638,253 The accompanying notes are an integral part of these consolidated financial statements. 5 of 36 Notes to Consolidated Financial Statements (all figures are in thousands except share and per share data) Note 1. Summary of Significant Accounting Policies Nature of Operations SEI Investments Company (the Company), a Pennsylvania corporation, provides investment processing, investment management, and investment operations solutions to financial institutions, financial advisors, institutional investors, investment managers and ultra-high-net-worth families in the United States, Canada, the United Kingdom, continental Europe and various other locations throughout the world. Investment processing solutions consist of application and business process outsourcing services, professional services and transaction-based services. Revenues from investment processing solutions are recognized in Information processing and software servicing fees on the accompanying Consolidated Statements of Operations, except for fees earned associated with trade execution services which are recognized in Transaction-based and trade execution fees.
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