10-Q 1 e10-q.txt UNITED ASSET MANAGEMENT CORPORATION 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-9215 ---------------- UNITED ASSET MANAGEMENT CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2714625 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS 02110 (Address of principal executive offices) Registrant's telephone number, including area code: (617) 330-8900 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. X Yes No --- --- The number of shares outstanding of the registrant's common stock as of August 7, 2000 was 57,431,368. ================================================================================ 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements. (Pages F-1 to F-6) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Pages F-6 to F-10) Item 3. Quantitative and Qualitative Disclosures About Market Risk. (Page F-10) PART II OTHER INFORMATION Item 1. Legal Proceedings. The Company and certain of the Company's subsidiaries are subject to legal proceedings arising in the ordinary course of business. On the basis of information presently available and advice received from legal counsel, it is the opinion of management that the disposition or ultimate determination of such legal proceedings will not have a material adverse effect on the Company's consolidated financial position, its consolidated results of operations or its consolidated cash flows. Item 2. Changes in Securities. Not Applicable. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. On May 18, 2000, the Company held its Annual Meeting of Stockholders at which each of Harold J. Baxter, John P. Clay, Beverly L. Hamilton, George E. Handtmann, III, Jay O. Light, Norton H. Reamer, David I. Russell, Philip Scaturro, John A. Shane and Barbara S. Thomas were elected as directors to serve until the next Annual Meeting of Stockholders. The directors were elected with the following votes: Mr. Baxter, 38,954,073 votes cast for and 12,070,562 votes withholding authority; Mr. Clay, 39,277,747 votes cast for and 11,746,888 votes withholding authority; Mrs. Hamilton, 39,145,640 votes cast for and 11,878,995 votes withholding authority; Mr. Handtmann, 39,269,715 votes cast for and 11,754,920 votes withholding authority; Mr. Light, 39,281,647 votes cast for and 11,742,988 votes withholding authority; Mr. Reamer, 39,270,464 votes cast for and 11,754,171 votes withholding authority; Mr. Russell, 39,267,447 votes cast for and 11,757,188 votes withholding authority; Mr. Scaturro, 39,134,697 votes cast for and 11,889,938 votes withholding authority; Mr. Shane, 39,269,317 votes cast for and 11,755,318 votes withholding authority; and Mrs. Thomas, 39,274,990 votes cast for and 11,749,645 votes withholding authority. The Company's stockholders approved the Company's Second Amended and Restated 1994 Stock Option Plan with 29,961,310 votes cast for such approval, 15,047,508 votes cast against such approval, 119,887 votes abstaining from such approval and 5,895,930 non-votes. 3 The Company's stockholders also approved the selection of PricewaterhouseCoopers LLP as independent accountants of the Company for the fiscal year ending December 31, 2000, with 42,412,230 votes cast for such approval, 8,592,105 votes cast against such approval, and 20,300 votes abstaining from such approval. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit 10.1 - United Asset Management Corporation Second Amended and Restated 1994 Stock Option Plan as of May 18, 2000. Exhibit 10.2 - Third Amended and Restated Consulting Agreement by and between United Asset Management Corporation and David I. Russell as of May 4, 2000. Exhibit 10.3 - Retirement and Consulting Agreement between United Asset Management Corporation and Norton H. Reamer as of May 12, 2000. Exhibit 10.4 - Employment Agreement between United Asset Management Corporation and James F. Orr III as of May 15, 2000. Exhibit 10.5 - Change of Control Agreement between United Asset Management Corporation and James F. Orr III as of May 15, 2000. Exhibit 11 - Calculation of Earnings Per Share (Page F-11). Exhibit 27 - Financial Data Schedule. (b) A report on Form 8-K was filed on June 19, 2000. The items reported and financial statements and exhibits filed were as follows: Item 5. OTHER EVENTS. On June 16, 2000, the Company entered into an Agreement and Plan of Merger with Old Mutual plc, an English public limited company and OM Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Old Mutual plc. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 10.1 Agreement and Plan of Merger, dated as of June 16, 2000, by and among United Asset Management Corporation, OM Acquisition Corp. and Old Mutual plc. 4 99.1 Press Release of Old Mutual plc and United Asset Management Corporation, dated June 19, 2000 (incorporated by reference to the press release filed by United Asset Management Corp. with the Securities and Exchange Commission under cover of Schedule 14D-9 on June 19, 2000). SIGNATURES 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 thereunto duly authorized. UNITED ASSET MANAGEMENT CORPORATION August 10, 2000 /s/ William H. Park ---------------------- --------------------------------------- (Date) William H. Park Executive Vice President and Chief Financial Officer 5 PART I. FINANCIAL INFORMATION Item 1. Financial Statements UNITED ASSET MANAGEMENT CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

See Notes to Condensed Consolidated Financial Statements. F-1 6 UNITED ASSET MANAGEMENT CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2000 December 31, (Unaudited) 1999 -------------------------------------------------------------------------------- Assets Current assets: Cash and cash equivalents $ 168,036,000 $ 123,754,000 Investment advisory fees receivable 170,685,000 169,566,000 Other current assets 11,990,000 11,621,000 --------------- --------------- Total current assets 350,711,000 304,941,000 Fixed assets, net 34,956,000 37,391,000 Cost assigned to contracts acquired, net 785,910,000 841,454,000 Other assets 147,316,000 137,905,000 --------------- --------------- Total assets $ 1,318,893,000 $ 1,321,691,000 =============== =============== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 105,101,000 $ 134,556,000 Accrued compensation 106,565,000 87,994,000 --------------- --------------- Total current liabilities 211,666,000 222,550,000 Senior notes payable 732,426,000 700,401,000 Subordinated notes payable 176,762,000 181,737,000 Deferred income taxes -- 31,883,000 --------------- --------------- Total liabilities 1,120,854,000 1,136,571,000 --------------- --------------- Commitments and contingencies Stockholders' equity: Common stock, par value $.01 per share 690,000 703,000 Capital in excess of par value 356,657,000 361,808,000 Retained earnings 129,074,000 139,044,000 Accumulated other comprehensive income (11,000,000) (6,495,000) --------------- --------------- 475,421,000 495,060,000 Less treasury shares at cost (277,382,000) (309,940,000) --------------- --------------- Total stockholders' equity 198,039,000 185,120,000 --------------- --------------- Total liabilities and stockholders' equity $ 1,318,893,000 $ 1,321,691,000 =============== =============== See Notes to Condensed Consolidated Financial Statements. F-2 7 UNITED ASSET MANAGEMENT CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

See Notes to Condensed Consolidated Financial Statements. F-3 8 UNITED ASSET MANAGEMENT CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position of the Company and its subsidiaries at June 30, 2000 and their results of operations and cash flows for the three- and six-month periods ended June 30, 2000 and 1999. These Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Note 2 Accumulated depreciation of fixed assets was $67,587,000 and $62,997,000 at June 30, 2000 and December 31, 1999, respectively. The accumulated amortization of cost assigned to contracts acquired was $741,347,000 and $700,410,000 at June 30, 2000 and December 31, 1999, respectively. Note 3 The Company has a program to repurchase shares of its common stock to meet the requirements for future issuance of shares upon the exercise of stock options and warrants. No shares were repurchased during the three-month period ended June 30, 2000. During the six-month period ended June 30, 2000, the Company repurchased 815,300 shares of its common stock at a cost of $13,149,000. In addition, exercises of stock options and warrants resulted in the Company extinguishing subordinated notes, receiving cash proceeds and issuing stock as follows: Three Months Six Months Ended Ended June 30, 2000 June 30, 2000 ------------- ------------- Subordinated notes extinguished $2,067,000 $3,312,000 Cash proceeds received $7,738,000 $8,563,000 Treasury shares reissued 685,843 811,298 As of June 30, 2000, the Company held 11,814,728 treasury shares. Warrants for the purchase of 7,072,000 shares and stock options for the purchase of 9,949,000 shares were outstanding at weighted average exercise prices of $24.67 and $21.02, respectively. F-4 9 Note 4 The components of comprehensive income for the three- and six-month periods ended June 30, 2000 and 1999, respectively, are set forth below:

Note 5 The Company operates in one business segment, that is, as investment advisors, managing both domestic and international portfolios for corporate, government and union benefit plans, mutual funds, individuals, endowments, and foundations. Although each affiliated firm operates under its own name with its own investment philosophy and approach, the firms' regulatory environments and the economic characteristics of their products, services, client bases, and manner of distribution are similar. Therefore, the affiliated firms are aggregated as one business segment. Revenues and long-lived assets shown below are classified according to the affiliate's geographic location. The majority of the foreign long-lived assets are domiciled in Canada. These Canadian assets totaled $133,211,000 and $142,155,000 at June 30, 2000 and 1999, respectively. Revenues are derived primarily from fees for investment advisory services provided to institutions and other clients. These fees are generally a function of the overall fee rate charged to each account and the level of assets under management by the affiliated firms.

F-5 10 Note 6 Effective April 19, 2000, the Company entered into a closing agreement with the Internal Revenue Service for the tax years 1984 through 1992. As part of this agreement, all intangibles arising in taxable transactions prior to 1993 will be fully deductible over a 15-year life beginning with the date of acquisition. In conjunction with this agreement, the Company incurred net payments for certain previously recognized tax accruals of approximately $49 million during the three months ended June 30, 2000. The Company will recover a significant portion of this payment through increased tax deductions in the current and future years. As a result of this settlement, a deferred tax asset of $8.4 million has been included in other assets in the accompanying balance sheet. The impact of this agreement on the Company's current and future earnings is immaterial. Note 7 On June 16, 2000, the Company entered into an Agreement and Plan of Merger with Old Mutual plc and OM Acquisition Corp., a wholly owned subsidiary of Old Mutual plc. In accordance with the terms of the agreement, OM Acquisition Corp. has commenced a Tender Offer beginning on July 17, 2000, offering to purchase all of the issued and outstanding shares of the Company for a cash price of $25 per share. The tender offer is subject to certain conditions, including (1) a majority of the outstanding shares of the Company, determined on a fully diluted basis after giving effect to the exercise or conversion of all options, warrants, rights and securities convertible into or exercisable for voting securities of the Company, must be tendered and not properly withdrawn; (2) required regulatory approvals must be received; and (3) certain approvals and consents from investment advisory and subadvisory clients of the Company's affiliates must be received in the manner provided in the Merger Agreement. The price to be paid is subject to downward adjustment in the event the Company's revenue rate from assets under management, excluding the effects of market movements, decline below a specified level prior to the consummation of the offer. After the successful completion of the tender offer, OM Acquisition Corp. will be merged with and into the Company, with the Company surviving as a subsidiary of Old Mutual plc. Subject to the conditions above, the transaction is expected to be completed by the end of the current year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The revenues of UAM's affiliated firms are derived primarily from fees for investment advisory services provided to institutional and other clients. Investment advisory fees are generally a function of the overall fee rate charged to each account and the level of assets under management by the affiliated firms. Assets under management can be affected by the addition of new client accounts or client contributions to existing accounts, withdrawals of assets from or terminations of client accounts, and investment performance, which may depend on general market conditions. UAM's assets under management were $195.4 billion as of June 30, 2000, compared to $203.2 billion on March 31, 2000. During the quarter, investment performance subtracted $3.3 billion from assets under management and negative net client cash flow reduced these assets by $4.3 billion. The sale of a small business segment by an affiliate reduced assets under management by approximately $200 million. F-6 11 AMORTIZATION OF COST ASSIGNED TO CONTRACTS Cost assigned to contracts acquired, net of accumulated amortization, represented approximately 60% of the Company's total assets as of June 30, 2000. Amortization of cost assigned to contracts acquired, which is a tax-deductible noncash charge, represented 13% of the Company's operating expenses for the three- and six-month periods ended June 30, 2000. Recording the cost assigned to contracts acquired as an asset, with the resulting amortization as an operating expense, reflects the application of generally accepted accounting principles to acquisitions by UAM of investment management firms in transactions accounted for as purchases. The principal assets acquired are the investment advisory contracts which evidence the firms' ongoing relationships with their clients. The cost assigned to contracts acquired is amortized on a straight-line basis over the estimated weighted average useful life of the contracts of individual firms acquired. These lives are estimated through statistical analysis of historical patterns of terminations and the size and age of the contracts acquired as of the acquisition date. The Company regularly performs reviews of estimated lives as well as for potential impairment of the value of contracts. If the update indicates that any of the estimates should be shortened, the remaining cost assigned to contracts acquired will be amortized over the shorter life commencing in the year in which the new estimate is determined. If the review indicates that the carrying value of the contracts is impaired, the asset is adjusted to its estimated fair value. Cost assigned to contracts acquired is amortized as an operating expense. It does not, however, require the use of cash and therefore, management believes that it is important to distinguish this expense from other operating expenses in order to evaluate the performance of the Company. Amortization of cost assigned to contracts acquired per share referred to below has been calculated by dividing total amortization by the same number of shares used in the diluted earnings-per-share calculation. OPERATING RESULTS THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999 Revenues were $249,607,000 for the three months ended June 30, 2000 compared to $219,342,000 for the second quarter of 1999. Revenues increased due to positive market performance which generated higher fee revenues, and an increase in performance and transaction fees recorded during the three months ended June 30, 2000 as compared to the second quarter of 1999, partially offset by the effect of negative client cash flows and the divestiture of three small affiliates. Compensation and related expenses together with other operating expenses were $172,224,000 compared to $149,102,000 in 1999, primarily reflecting higher compensation earned by employees of existing affiliated firms in accordance with revenue sharing plans and higher operating expenses. Amortization of cost assigned to contracts acquired was $25,778,000 compared to $26,507,000 in 1999. The decrease was the result of various factors including certain cost assigned to contracts acquired being fully amortized at the end of 1999, partially offset by the recording of additional purchase price commitments associated with prior-year acquisitions. F-7 12 Net interest expense increased to $17,349,000 from $16,502,000, primarily as the result of an increase in the average interest rate charged on borrowings, partially offset by lower average borrowings. Income before income tax expense was $33,037,000 compared to $26,047,000 in 1999, reflecting the circumstances described above. The Company's tax rate approximated 41% for the three-month period ended June 30, 2000 compared to 43% in 1999. Net income was $19,457,000 compared to $14,901,000, reflecting the net result of the events discussed above. Diluted earnings per share were $.34 for the second quarter of 2000 compared to $.25 in the second quarter of 1999, reflecting the effect of the Company's common stock repurchased and the Company's lower average common stock price. Amortization of cost assigned to contracts acquired per share was $.45 in both the second quarter of 2000 and 1999. The decrease in amortization expense was offset by the smaller number of shares outstanding. Net income plus amortization and depreciation was $50,892,000 in the second quarter of 2000 compared to $47,499,000 in 1999, and EBITDA (earnings before interest, taxes, depreciation and amortization) was $81,821,000 in the second quarter of 2000 compared to $75,147,000 in 1999 due to the circumstances discussed above. Management uses the last two statistics not to the exclusion of net income, but rather as an additional important measure of the Company's performance. SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999 Revenues were $488,655,000 for the six months ended June 30, 2000 compared to $437,037,000 for the first six months of 1999. Revenues increased due to positive market performance which generated higher fee revenues, and an increase in performance and transaction fees recorded during the six months ended June 30, 2000 as compared to the prior year period, partially offset by the effect of negative client cash flows and the divestiture of three small affiliates. Compensation and related expenses together with other operating expenses were $335,547,000 compared to $297,317,000 in 1999, primarily reflecting higher compensation earned by employees of existing affiliated firms in accordance with revenue sharing plans and higher operating expenses. Amortization of cost assigned to contracts acquired was $52,072,000 compared to $52,595,000 in 1999. The decrease was the result of certain cost assigned to contracts acquired being fully amortized at the end of 1999, partially offset by the recording of additional purchase price commitments associated with prior-year acquisitions. Net interest expense increased to $34,138,000 from $32,336,000, primarily as the result of an increase in the average interest rate charged on borrowings. Income before income tax expense was $64,540,000 compared to $52,446,000 in 1999, reflecting the circumstances described above. The Company's tax rate approximated 41% for the six-month period ended June 30, 2000 compared to 43% in 1999. Net income was $37,918,000 compared to $30,002,000, reflecting the net result of the events discussed above. Diluted earnings per share were $.67 for the six months ended June 30, 2000 compared to $.50 for the six months ended June 30, 1999, reflecting the effect of the Company's common stock repurchased and the Company's lower average common stock price. Amortization of F-8 13 cost assigned to contracts acquired per share increased to $.92 for the six months ended June 30, 2000 from $.87 in 1999 due to the smaller number of shares outstanding. Net income plus amortization and depreciation was $101,203,000 for the six months ended June 30, 2000 compared to $94,274,000 in 1999, and EBITDA (earnings before interest, taxes, depreciation and amortization) was $161,963,000 for the six months ended June 30, 2000 compared to $149,054,000 in 1999 due to the circumstances discussed above. Management uses the last two statistics not to the exclusion of net income, but rather as an additional important measure of the Company's performance. CHANGES IN FINANCIAL CONDITION; LIQUIDITY AND CAPITAL RESOURCES The Company's internally generated cash totaled $50,892,000 and $101,203,000 for the three- and six-month periods ended June 30, 2000. This cash and additional borrowings under the Company's line of credit were primarily used to pay deferred tax obligations in connection with the IRS settlement, pay dividends to shareholders and repurchase shares of the Company's common stock. The Company invests its excess cash in deposits with major banks, money market funds or in securities, principally commercial paper of companies with strong credit ratings in diversified industries. As of June 30, 2000, the Company had drawn down $331,000,000 leaving $419,000,000 available under its $750,000,000 Reducing Revolving Credit Agreement. Management believes that the Company's existing capital, together with internally generated cash and borrowings available under its revolving line of credit, will provide the Company with sufficient resources to meet its present and reasonably foreseeable future cash needs. Management expects that the principal uses of financial resources will be to provide further support for investing in the growth initiatives of existing affiliates, repurchase shares of the Company's common stock, pay shareholder dividends, acquire additional investment management firms, and fund commitments due or potentially due to former owners of affiliated firms. Increases or decreases in interest rates affect UAM's costs of operations chiefly through raising or lowering the interest expense related to the Company's variable-rate debt outstanding. To mitigate the risks associated with increases in interest rates, UAM has entered into and plans to continue to enter into interest-rate protection agreements. Rates of interest on the Senior Notes and existing subordinated debt are fixed. Increases and decreases in interest rates may also affect market prices of assets managed by the Company's affiliated firms. Changes in such prices may affect the affiliated firms' revenues, and therefore UAM's consolidated revenues. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains "forward-looking" statements. These statements include descriptions of UAM's operational plans, expectations about future earnings and other results of operations, views of future industry or market conditions, and other statements that include words like "may," "expects," "believes," and "intends," and that describe opinions about future events. Investors should not rely on these statements as though they were guarantees. These statements are current only when they are made. UAM's management has no obligation to revise or update these statements based on future developments. Known and unknown risks, including those relating to the acquisition of UAM by Old Mutual, may cause UAM's actual results and performances to be materially different from those expressed or implied by these statements. Some of these risks, uncertainties and other factors are that: most of UAM's revenues are based on the market value of managed assets and, F-9 14 therefore, will rise and fall with changes in the economy and financial markets; the investment management business is highly competitive; the investment management business is susceptible to internal shifts and frequently requires firms to adapt; UAM's affiliated firms depend significantly on key employees; and the change in control of UAM will necessitate a transition period of uncertain duration and effect. Certain of these and other factors are identified and more thoroughly explained in Exhibit 99.1 to UAM's Annual Report on Form 10-K filed on March 21, 2000 with the U.S. Securities and Exchange Commission (SEC). ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information provided below updates that which was previously presented in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the Company's Form 10-K for the year ended December 31, 1999. The Company had $331,000,000 outstanding under its $750,000,000 Reducing Revolving Credit Agreement (the Credit Agreement) as of June 30, 2000. Interest rates available for amounts outstanding under the Credit Agreement are currently: prime, 1.875% over 30-day LIBOR or a money market bid option. In addition, an annual commitment fee, payable on the daily average unused portion of the Credit Agreement, is currently .375%. The effective interest rate on the outstanding borrowings at June 30, 2000 was 8.6% compared to 6.9% at June 30, 1999. To mitigate against the risks associated with increases in interest rates, the Company has entered into and plans to continue to enter into interest-rate protection agreements with members of the Company's banking group. As of June 30, 2000, these agreements extend up to 13 months and limit interest rates to no more than 10%. At June 30, 2000, the Company also had $176,762,000 of subordinated notes outstanding which mature at various dates through March 2005 and have interest rates ranging from 5.5% to 7.5%. F-10 15 UNITED ASSET MANAGEMENT CORPORATION CALCULATION OF EARNINGS PER SHARE (In thousands, except per-share amounts) (Unaudited)

(1) Options on 6,444,000 and 7,172,000 shares of common stock and warrants on 7,163,000 and 7,224,000 shares of common stock were outstanding during the three- and six-month periods ended June 30, 2000 respectively, but were not included in computing diluted earnings per share because their effects were antidilutive. (2) Options on 5,095,000 and 4,469,000 shares of common stock and warrants on 7,288,000 and 5,153,000 shares of common stock were outstanding during the three- and six-month periods ended June 30, 1999, respectively, but were not included in computing diluted earnings per share because their effects were antidilutive. F-11 16 EXHIBIT INDEX Exhibit 10.1 - United Asset Management Corporation Second Amended and Restated 1994 Stock Option Plan as of May 18, 2000. Exhibit 10.2 - Third Amended and Restated Consulting Agreement by and between United Asset Management Corporation and David I. Russell as of May 4, 2000. Exhibit 10.3 - Retirement and Consulting Agreement between United Asset Management Corporation and Norton H. Reamer as of May 12, 2000. Exhibit 10.4 - Employment Agreement between United Asset Management Corporation and James F. Orr III as of May 15, 2000. Exhibit 10.5 - Change of Control Agreement between United Asset Management Corporation and James F. Orr III as of May 15, 2000. Exhibit 11 - Calculation of Earnings Per Share (Page F-11). Exhibit 27 - Financial Data Schedule.

UNITED ASSET MANAGEMENT CORP 10-Q