2004 NASD Annual Financial Report
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NA S D 2004 A NN U AL FIN A NC IA L REPOR T 2004 ANNUAL FINANCIAL REPORT CONTENTS NASD MANAGEMENT REPORT ON FINANCIAL OPERATIONS ........................................................2 CERTIFICATION FOR 2004 ANNUAL FINANCIAL REPORT ...........................................................19 AUDIT COMMITTEE REPORT .................................................................................20 REPORT OF INDEPENDENT AUDITORS .........................................................................22 2004 CONSOLIDATED FINANCIAL STATEMENTS: CONSOLIDATED BALANCE SHEETS ....................................................................23 CONSOLIDATED STATEMENTS OF INCOME .............................................................25 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY ..........................................26 CONSOLIDATED STATEMENTS OF CASH FLOWS .........................................................27 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .....................................................29 NASD BOARDS AND COMMITTEES ...........................................................................81 CORPORATE OFFICERS .....................................................................................91 CORPORATE OFFICES ......................................................................................94 NASD 2004 ANNUAL FINANCIAL REPORT 1 NASD MANAGEMENT REPORT ON FINANCIAL OPERATIONS OVERVIEW NASD is the leading private-sector provider of financial regulatory services, dedicated to investor protection and market integrity through effective and efficient regulation. NASD touches virtually every aspect of the securities business—from registering all industry participants, to examining securities firms, enforcing both NASD rules and the federal securities laws, and administering the largest dispute resolution forum for investors and firms. The following discussion and analysis of financial condition and results of operations should be read in connection with the consolidated financial statements and notes thereto included elsewhere in this Annual Financial Report. The 2004 consolidated financial statements reflect the combined activity of NASD and its consolidated subsidiaries, The Nasdaq Stock Market, Inc. (NASDAQ); NASD Regulation, Inc. (NASDR); NASD Dispute Resolution, Inc. (NASD DR); NASD Investor Education Foundation (NIEF); and New NASD Holding, Inc. (NASD Holding), which held NASD’s Class B interest in The American Stock Exchange LLC (Amex). On December 31, 2004, NASD completed the sale of its Class B ownership interest in Amex to the Amex Membership Corporation. Amex results have been reported as a discontinued operation in the consolidated financial statements. (References to NASD and its consolidated subsidiaries throughout are collectively referred to as “the Company.”) The Company views its business as consisting of two segments as defined by Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosures About Segments of an Enterprise and Related Information.” These segments, NASD and NASDAQ, are managed and operated as separate, stand-alone companies, each with its own corporate governance. NASD consists of regulatory operations, and is a self-regulatory organization (SRO). NASDAQ consists of the operations of The NASDAQ Stock Market. While this report reflects the consolidated operations of the Company, the primary focus is on the NASD segment, including NASDR and NASD DR. This focus is consistent with the steps the Company has taken to divest itself of ownership and operation of securities markets and is intended to highlight discussion of areas that will remain with NASD upon completion of the NASDAQ separation. For the year ended December 31, 2004, the Company’s consolidated net income was $66.5 million compared with a net loss of $57.7 million in 2003. Included in the 2004 results is a cumulative effect of a change in accounting principle of $58.3 million and income from discontinued operations of $19.7 million. Income from continuing operations was $105.1 million in 2004 compared with $50.0 million in 2003. 2 NASD 2004 ANNUAL FINANCIAL REPORT 2004 YEAR-IN-REVIEW 2004 marked another successful year for NASD in its goal to solidify its leadership position as the preeminent U.S. private sector regulator in the financial services industry. NASD completed the sale of Amex to the Amex Membership Corporation, further separating itself from ownership and operation of stock exchanges. NASD and NASDAQ made significant strides toward further reducing NASD’s ownership of NASDAQ common stock and worked closely on other steps to better position both organizations for operation once the Securities and Exchange Commission (SEC) approves NASDAQ’s Exchange Registration. In February 2005, NASDAQ completed an underwritten secondary offering including 16.6 million shares of common stock previously owned by NASD. As a result of this transaction, NASD’s economic ownership interest in NASDAQ has been reduced to 33.7 percent. 2004 highlights for NASD in fulfilling its mission of investor protection and market integrity: • Filed 1,396 enforcement actions, barring or suspending 833 individuals, and levying and collecting more than $103.9 million in disciplinary fines. • Dramatically increased transparency in the corporate debt market through the dissemination of transaction information on corporate bonds reported through NASD’s Trade Reporting and Compliance Engine (TRACE) to 22,000 bonds, or more than 98 percent of the investment grade market. NASD brought full transparency to the corporate bond market in February of 2005. • Dispute Resolution closed the year with 8,201 claims filed in arbitration and 1,217 mediation cases in agreement. The forum also closed 9,209 cases, an all-time record. NASD opened seven new hearing locations across the United States. By March 2005, Dispute Resolution had established at least one hearing location in each of the 50 states. • Funded the newly created NIEF with an initial endowment of $10.0 million in March of 2004. NIEF will provide grants for educational programs and materials for the investing public. • NASD, together with the SEC, settled a major mutual fund sales practice case against First Command Financial Planning, Inc. (First Command), a Texas-based firm that specialized in selling expensive systematic investment plans to military personnel. First Command paid a $12.0 million fine, and NASD directed its portion of the fine to be paid directly to the NIEF to support educational programs, materials, and research to help equip members of the military community with the knowledge and skills necessary to make informed investment decisions. • In the area of rule writing, NASD moved forward with a number of important investor-focused proposals that touched on nearly every aspect of the securities industry, including variable annuity suitability and other recommendation requirements; requirements for securities firms to establish emergency preparedness plans; and new rules to ensure that firms effectively monitor the activities of their employees, especially those who manage office locations and also conduct their own securities business. NASD also put in place a required annual certification by chief executive officers of securities firms that the firm has processes to establish, maintain, review, test, and modify written compliance policies and written supervisory procedures. NASD 2004 ANNUAL FINANCIAL REPORT 3 RESULTS OF OPERATIONS REVENUES The following table sets forth consolidated revenues by segment and revenue category: NASD CONSOLIDATED NET REVENUES BY SEGMENT YEARS ENDED DECEMBER 31, 2004 2003 NASD NASDAQ Consolidating Consolidated NASD NASDAQ Consolidating Consolidated Adjustments Adjustments (in millions) Market services $ – $ 334.5 $ (2.0) $ 332.5 $ – $ 383.7 $ (0.1) $ 383.6 Issuer services – 205.8 (4.3) 201.5 – 204.2 – 204.2 Regulatory fees 222.8 – – 222.8 174.2 – – 174.2 User fees 137.3 – – 137.3 128.4 – – 128.4 Transparency services 14.7 – – 14.7 21.1 – – 21.1 Contract service fees 58.1 – (53.4) 4.7 63.1 – (60.5) 2.6 Dispute resolution fees 80.2 – – 80.2 75.5 – – 75.5 Other fees 8.9 0.1 (6.7) 2.3 9.7 1.9 (7.0) 4.6 Total operating revenues 522.0 540.4 (66.4) 996.0 472.0 589.8 (67.6) 994.2 Activity assessment 230.9 – – 230.9 365.8 – – 365.8 Fines 114.4 – – 114.4 33.3 – – 33.3 Total revenues 867.3 540.4 (66.4) 1,341.3 871.1 589.8 (67.6) 1,393.3 Cost of revenues (230.9) (55.8) – (286.7) (365.8) – – (365.8) Net revenue $ 636.4 $ 484.6 $ (66.4) $ 1,054.6 $ 505.3 $ 589.8 $ (67.6) $ 1,027.5 NASD NASD net revenues were $636.4 million in 2004 compared with $505.3 million in 2003, an increase of $131.1 million or 25.9 percent. REGULATORY FEES include the transaction-based trading activity fee, as well as assessments based on member firm gross income and number of personnel. Regulatory fees totaled $222.8 million in 2004 compared with $174.2 million in 2003, an increase of $48.6 million or 27.9 percent. Regulatory fees are used to fund NASD’s member regulatory activities, including the regulation of members through examinations, processing of membership applications, financial monitoring, policymaking, rulemaking, and enforcement activities. To ensure adequate funding levels for member regulatory programs, the rates charged for trading activity fee services were increased in September of 2003. Based on the increased rate structure and higher trading volumes in 2004, trading activity fees totaled $110.0 million in 2004 as compared with $70.9