e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:

September 30, 2005

- OR -


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 000-51003

CALAMOS ASSET MANAGEMENT, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware (State or Other Jurisdiction of		32-0122554 (I.R.S. Employer
Incorporation or Organization)		Identification No.)

2020 Calamos Court, Naperville, Illinois		60563
(Address of Principal Executive Offices)		(Zip Code)

(630) 245-7200
(Registrant’s telephone number, including area code)

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. þ Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

At November 1, 2005, the company had 23,000,000 shares of Class A common stock and 100 shares of Class B common stock outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits
Lease
Certification
Certification
Section 906 Certification
Section 906 Certification

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CALAMOS ASSET MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except per share data)


	September 30,		December 31,
	2005		2004
	(unaudited)
ASSETS:
Current assets
Cash and cash equivalents	$	174,195	$	149,768
Receivables:
Affiliates and affiliated funds		22,718		21,222
Customers		8,402		6,012
Investment securities, trading and available for sale		198,148		147,521
Prepaid expenses		1,614		1,917
Deferred tax asset, net		4,777		6,892
Other		3,176		4,046

Total current assets		413,030		337,378

Non-current assets
Deferred tax asset, net		105,364		111,186
Deferred sales commissions		60,228		61,417
Property and equipment, net of accumulated depreciation ($4,967 at 9/30/05 and $3,588 at 12/31/04)		39,730		4,902
Other non-current assets		1,767		1,569

Total non-current assets		207,089		179,074

Total assets		620,119		516,452


LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities
Accounts payable:
Brokers		16,832		12,514
Affiliates		102		813
Accrued compensation and benefits		14,394		9,985
Accrued expenses and other current liabilities		8,759		17,767

Total current liabilities		40,087		41,079

Long-term liabilities
Long-term debt		150,000		150,000
Other long-term liabilities		6,665		263

Total long-term liabilities		156,665		150,263

Total liabilities		196,752		191,342

Minority interest in partnership investments		43,766		31,322
Minority interest in Calamos Holdings LLC		201,561		135,294

Stockholders’ equity:
Class A Common Stock, $0.01 par value. Authorized 600,000,000 shares; issued and outstanding 23,000,000 shares		230		230
Class B Common Stock, $0.01 par value. Authorized 1,000 shares; issued and outstanding 100 shares		0		0
Additional paid-in capital		154,894		154,156
Retained earnings		20,117		2,364
Accumulated other comprehensive income		2,799		1,744

Total stockholders’ equity		178,040		158,494

Total liabilities, minority interest and stockholders’ equity	$	620,119	$	516,452

See accompanying notes to consolidated financial statements.

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CALAMOS ASSET MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF INCOME
Three and Nine Months Ended September 30, 2005 and 2004
(in thousands, except per share data)
(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
				(Predecessor)						(Predecessor)
Revenues:
Investment management fees	$	73,669		$	55,837		$	206,939		$	148,540
Distribution and underwriting fees		33,335			24,769			94,724			70,571
Other		682			625			2,416			1,635

Total revenues		107,686			81,231			304,079			220,746

Expenses:
Employee compensation and benefits		15,365			17,103			45,146			45,248
Distribution and underwriting expense		20,642			12,967			57,006			34,670
Amortization of deferred sales commissions		7,894			7,598			23,798			21,677
Marketing and sales promotion		3,760			3,733			10,296			15,730
General and administrative		6,693			4,376			16,765			10,563

Total expenses		54,354			45,777			153,011			127,888

Operating income		53,332			35,454			151,068			92,858

Other income (expenses):
Interest expense		(2,036	)		(2,052	)		(6,105	)		(3,945	)
Investment and other income		6,007			392			10,172			2,908

Total other income (expense), net		3,971			(1,660	)		4,067			(1,037	)

Income before minority interests and income taxes		57,303			33,794			155,135			91,821
Minority interest in partnership investments		2,416			—			3,444			—

Income before minority interest in Calamos Holdings LLC and income taxes		54,887			33,794			151,691			91,821
Minority interest in Calamos Holdings LLC		42,224			—			116,739			—

Income before income taxes		12,663			33,794			34,952			91,821
Income taxes		5,024			688			13,940			1,565

Net income	$	7,639		$	33,106		$	21,012		$	90,256


Earnings per share
Basic	$	0.33		$	0.34		$	0.91		$	0.93

Diluted	$	0.33		$	0.34		$	0.91		$	0.93


Weighted average shares outstanding
Basic		23,000,100			96,800,000			23,000,100			96,800,000

Diluted		100,667,805			96,800,000			100,606,766			96,800,000

See accompanying notes to consolidated financial statements.

-3-

CALAMOS ASSET MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2005 and 2004
(in thousands)
(unaudited)


	2005			2004
				(Predecessor)

Cash and cash equivalents at beginning of year	$	149,768		$	5,073


Cash flows from operating activities:
Net income		21,012			90,256
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in partnership investments		3,444			—
Minority interest in Calamos Holdings LLC		116,739			—
Amortization of deferred sales commissions		23,798			21,677
Other depreciation and amortization		3,204			1,078
Unrealized appreciation on trading securities		(6,158	)		(79	)
Unrealized (appreciation) depreciation on investment in partnership		70			(59	)
Management fee received in partnership units		(115	)		(121	)
Stock-based compensation		3,210			—
Deferred taxes		7,242			—
Loss (gain) on disposal of property		515			(1,989	)
Non-cash donation of equipment		139			—
(Increase) decrease in assets:
Accounts receivable:
Customers		(2,390	)		(1,241	)
Affiliates and affiliated mutual funds		(1,496	)		(5,290	)
Deferred sales commissions		(22,609	)		(31,807	)
Other assets		806			(2,027	)
Increase in liabilities:
Accounts payable		3,607			4,051
Accrued compensation and benefits and deferred compensation		4,409			7,925
Other liabilities and accrued expenses		4,224			11,345

Net cash provided by operating activities		159,651			93,719


Cash flows used in investing activities:
Net additions to property and equipment		(38,472	)		(8,831	)
Net purchases of securities and partnership investments		(27,859	)		(47,245	)

Net cash used in investing activities		(66,331	)		(56,076	)


Cash flows provided by (used in) financing activities:
Net payments on bank debt		—			(30,199	)
Net payments on mortgage payable		—			(152	)
Net borrowings on debt offering		—			148,003
Cash dividends paid to minority shareholders		(64,063	)		(43,345	)
Cash dividends paid to common shareholders		(4,830	)		—

Net cash provided by (used in) financing activities		(68,893	)		74,307


Net increase in cash		24,427			111,950

Cash and cash equivalents at end of period	$	174,195		$	117,023

See accompanying notes to consolidated financial statements.

-5-

CALAMOS ASSET MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Organization and Description of Business

Calamos Asset Management, Inc. (CAM), together with its subsidiaries (the Company), primarily provides investment advisory services to individual and institutional investors as well as investment advisory services to a family of open-end and closed-end funds. The Company completed an initial public offering (Offering) of its Class A common stock on November 2, 2004. Prior to the offering, on October 15, 2004 Calamos Family Partners, Inc. (formerly known as Calamos Holdings, Inc.) (CFP), contributed all of its assets and liabilities, including all equity interests in its wholly owned subsidiaries, to Calamos Holdings LLC (Holdings) in exchange for all 96,800,000 membership units of Holdings. On October 20, 2004, Holdings issued 200,000 new membership units for cash to John Calamos, Sr. In November 2004, CAM applied the net proceeds of the Offering to acquire 3,000,000 newly issued membership units directly from Holdings and 20,000,000 membership units from CFP to become the sole manager of Holdings. As the sole manager, CAM operates and controls all of the business and affairs of Holdings and, as a result of this control, CAM consolidates the financial results of Holdings with its own financial results. CAM is now conducting the business previously conducted by CFP. Accordingly, reported results for the three and nine months ended September 30, 2004 reflect the operations for CFP and its subsidiaries (Predecessor). Reported results for the three and nine months ended September 30, 2005 reflect the operations for the Company. For more information regarding the Offering and the reorganization undertaken in connection therewith (the Reorganization), see CAM’s Registration Statement on Form S-1 (File No. 333-117847) (the Registration Statement) filed with the Securities and Exchange Commission (SEC).

(2) Basis of Presentation

The consolidated financial statements as of September 30, 2005 and for the three and nine months ended September 30, 2005 and 2004 have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, such information contains all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial condition and results of operations. The results for the interim periods ended September 30 are not necessarily indicative of the results to be obtained for a full fiscal year. Certain amounts for the prior year have been reclassified to conform to the current year’s presentation.

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from these estimates.

CFP’s and John P. Calamos, Sr.’s combined 77% interest in Holdings is represented as minority interest in the Company’s financial statements. Income before minority interest in Calamos Holdings LLC and income taxes, which was $54.9 million and $151.7 million for the three and nine months ended September 30, 2005, respectively, included approximately $49,400 and $81,500 of investment income earned on cash and cash equivalents held solely by CAM during the same periods. This investment income is not reduced by any minority interests; therefore, the resulting minority interest is less than 77% for the three and nine months ended September 30, 2005.

(3) Cash and Cash Equivalents

Cash and cash equivalents at September 30, 2005 includes $3.9 million in an escrow account to fund the completion of leasehold improvements for the new office facility at 2020 Calamos Court in Naperville, Illinois. The Company expects the leasehold improvements to be completed and the escrow to be utilized during the remainder of 2005.

-6-

CALAMOS ASSET MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(4) Property and Equipment

Property and equipment at September 30, 2005 includes leasehold improvements of $21.4 million and furniture, fixtures and equipment of $14.4 million related to the Company’s new leased headquarters. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, ranging from three to 20 years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the lease.

(5) Earnings Per Share

The following table reflects the calculation of basic and diluted earnings per share:


	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 30,				September 30,
	2005		2004		2005		2004
Earnings per share — basic
Earnings available to common shareholders	$	7,639	$	33,106	$	21,012	$	90,256
Weighted average shares outstanding		23,000		96,800		23,000		96,800

Earnings per share — basic	$	0.33	$	0.34	$	0.91	$	0.93


Earnings per share — diluted
Income before minority interest in Calamos Holdings LLC and income taxes	$	54,887	$	33,794	$	151,691	$	91,821
Less: Impact of income taxes		21,774		688		60,494		1,565

Earnings available to common shareholders	$	33,113	$	33,106	$	91,197	$	90,256


Weighted average shares outstanding		23,000		96,800		23,000		96,800
Conversion of membership units for common stock		77,000		—		77,000		—
Dilutive impact of RSUs		605		—		565		—
Dilutive impact of stock options		63		—		42		—

Weighted average shares and potential dilutive shares outstanding		100,668		96,800		100,607		96,800

Earnings per share — diluted	$	0.33	$	0.34	$	0.91	$	0.93

Diluted shares outstanding for the three and nine months ended September 30, 2005 are calculated (a) assuming CFP and John P. Calamos, Sr. exchanged all of their membership units in Calamos Holdings LLC for shares of the Company’s Class A common stock on a one-for-one basis and (b) including the effect of outstanding restricted stock unit and stock option awards. In calculating diluted earnings available to common shareholders for the three and nine months ended September 30, 2005, an effective tax rate of 39.7% and 39.9%, respectively, was applied to income before minority interest in Calamos Holdings LLC and income taxes of $54.9 million and $151.7 million, respectively, resulting in earnings available to common shareholders of $33.1 million and $91.2 million. The impact of income taxes for the three and nine months ended September 30, 2004 reflects the income taxes of CFP, which operated as an S corporation and was not subject to U.S. federal and certain state income taxes, but was subject to Illinois replacement taxes.

-7-

CALAMOS ASSET MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company uses the treasury stock method to reflect the dilutive effect of unvested restricted stock units (RSU) and unexercised stock options in diluted earnings per share. As such, the dilutive effect of such options and RSUs would result in the addition of a net number of shares to the weighted-average number of shares used in the calculation of diluted earnings per share. Under the treasury stock method, if the average market price of common stock increases above the exercise price, the proceeds that would be assumed to be realized would be assumed to be used to acquire outstanding shares of common stock. However, pursuant to the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123), the awards may be anti-dilutive even when the market price of the underlying stock exceeds the related exercise price. This result is possible because compensation cost attributed to future services and not yet recognized is included as a component of the assumed proceeds. Stock options for 313,467 shares and RSUs for 6,656 shares were excluded from the computation of diluted earnings per share for the three months ended September 30, 2005 and stock options for 313,467 and RSUs for 103,656 were excluded from the computation of diluted earnings per share for the nine months ended September 30, 2005 as they were anti-dilutive. There were no stock options or dilutive securities outstanding for the three and nine months ended September 30, 2004.

(6) Recently Issued Accounting Pronouncements

Effective January 1, 2004, we adopted the fair value recognition provisions of SFAS 123. In December 2004, the FASB revised SFAS 123 (SFAS 123(R)), requiring public registrants to recognize the cost resulting from all stock-based compensation transactions in their financial statements. In April 2005, the Securities and Exchange Commission deferred the compliance date of SFAS 123(R) until 2006 for calendar-year companies. We intend to adopt SFAS 123(R) in the first quarter of 2006 and do not believe that the implementation will have a material effect on our financial statements.

In June 2005, the FASB’s Emerging Issues Task Force (EITF) ratified Issue No. 04-05, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. EITF No. 04-05 provides a framework for determining whether a general partner controls, and should consolidate, a limited partnership. The presumption of control is overcome if the limited partners have either substantive kick-out rights or substantive participating rights, as defined. This guidance is applicable for limited partnerships or similar entities that are not variable interest entities under FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities. We have evaluated the provisions of EITF No. 04-05 and have determined that the implementation of this guidance will not have a material effect on our financial statements.

In June 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, voluntary changes in accounting principle were required to be recognized by including the cumulative effect of the change in net income of the period of the change. SFAS 154 requires companies to account for and apply changes in accounting principles retrospectively to prior periods’ financial statements, rather than recording a cumulative effect adjustment within the period of the change, unless it is impractical to determine the effects of the change to each period being presented. The provisions of SFAS 154 are effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have a material effect on our financial statements.

-8-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We provide investment advisory services through our subsidiaries to institutions and individuals, managing $42.2 billion in client assets at September 30, 2005. Our operating results fluctuate primarily due to changes in the total value and composition of our assets under management. The value and composition of our assets under management are, and will continue to be, influenced by a variety of factors, including purchases and redemptions of shares of the open-end funds and other investment products that we manage, fluctuations in the financial markets around the world that result in appreciation or depreciation of assets under management and our introduction of new investment strategies and products.

The value and composition of our assets under management and our ability to continue to attract clients depends on a variety of factors, including the education of our target clients about our investment philosophy, the delivery of best-in-class service, the relative investment performance of our investment products as compared to competing offerings and to market indices, the competitive conditions in the mutual fund, asset management and broader financial services sectors, investor sentiment and confidence, and our decision to close strategies when deemed to be in the best interests of our clients.

We market our investment strategies to our target clients through a variety of products designed to suit their individual investment needs. We currently offer six types of mutual fund and separate account investment products. The following table details our assets under management at September 30, 2005 and 2004.


	September 30,
($ in millions)	2005		2004

Mutual Funds
Open-end funds	$	24,480	$	17,307
Closed-end funds		5,996		5,798

Total mutual funds		30,476		23,105

Separate Accounts
Institutional accounts		3,912		3,108
Managed accounts		7,012		6,576
Private client accounts		681		443
Alternative investments		88		17

Total separate accounts		11,693		10,144


Total assets under management	$	42,169	$	33,249

Our revenues are substantially comprised of investment management fees earned under contracts with the mutual funds and separate accounts that we manage. Our revenues are also comprised of distribution and underwriting fees, including asset-based distributions and/or service fees received pursuant to Rule 12b-1 plans. Investment management fees and distribution and underwriting fees may fluctuate based on a number of factors, including the total value and composition of our assets under management, market appreciation or depreciation and the level of net purchases and redemptions, which represents the sum of new client investments, additional funding from existing clients, withdrawals of assets from and termination of client accounts and purchases and redemptions of mutual fund shares. The distribution of assets under management among our investment products also has an impact on our revenues, as some products carry different fees than others.

Our largest operating expenses are employee compensation and benefits expense, which includes salaries, incentive compensation and related benefits costs, and expenses related to the distribution of mutual funds, including Rule 12b-1 payments and amortization of deferred sales commissions for open-end mutual funds.

Operating expenses may fluctuate due to a number of factors, including variations in staffing and compensation, changes in distribution expense as a result of fluctuations in mutual fund sales and market appreciation or depreciation, and depreciation and amortization relating to capital expenditures incurred to maintain and enhance our administrative and operating services infrastructure.

-9-

Operating Results

Third Quarter and Nine Months Ended September 30, 2005 Compared to Third Quarter and Nine Months Ended September 30, 2004

Assets Under Management

Assets under management increased by $8.9 billion, or 27%, to $42.2 billion at September 30, 2005 from $33.2 billion at September 30, 2004. At September 30, 2005, our assets under management consisted of 72% mutual funds and 28% separate accounts, as compared to 69% mutual funds and 31% separate accounts at September 30, 2004.


($ in millions)	Three Months Ended September 30,												Nine Months Ended September 30,
							Change										Change
	2005			2004			Amount			Percent			2005		2004		Amount			Percent
Mutual Funds
Beginning assets under management	$	28,333		$	22,290		$	6,043			27	%	$	26,951	$	14,650	$	12,301			84	%
Net purchases		471			1,219			(748	)		61			2,604		8,070		(5,466	)		68
Market appreciation (depreciation)		1,672			(404	)		2,076			514			921		385		536			139

Ending assets under management		30,476			23,105			7,371			32			30,476		23,105		7,371			32

Average assets under management		29,572			22,230			7,342			33			28,035		19,539		8,496			43

Separate Accounts
Beginning assets under management		11,179			9,972			1,207			12			11,024		9,189		1,835			20
Net purchases (redemptions)		(74	)		317			(391	)		123			356		627		(271	)		43
Market appreciation (depreciation)		588			(145	)		733			506			313		328		(15	)		5

Ending assets under management		11,693			10,144			1,549			15			11,693		10,144		1,549			15

Average assets under management		11,514			9,868			1,646			17			11,098		9,627		1,471			15

Total Assets Under Management
Beginning assets under management		39,512			32,262			7,250			22			37,975		23,839		14,136			59
Net purchases		397			1,536			(1,139	)		74			2,960		8,697		(5,737	)		66
Market appreciation (depreciation)		2,260			(549	)		2,809			512			1,234		713		521			73

Ending assets under management		42,169			33,249			8,920			27			42,169		33,249		8,920			27

Average assets under management	$	41,086		$	32,098		$	8,988			28	%	$	39,133	$	29,166	$	9,967			34	%

Mutual fund net purchases were $471 million in the third quarter and $2.6 billion in the first nine months of 2005, compared to $1.2 billion and $8.1 billion for the prior year periods. The decrease in mutual fund net purchases for the three months ended September 30, 2005 was primarily attributable to higher open-end fund redemptions, which have increased with the growth in assets under management. The decrease in mutual fund net purchases for the nine months ended September 30, 2005 was mainly due to a large closed-end fund offering during the nine months ended September 30, 2004 that did not recur, and to a $1.5 billion increase in redemptions. Because closed-end funds do not continually offer new shares to investors, net purchases of closed-end funds are entirely dependent on our ability to consummate closed-end fund offerings. Market demand for closed-end fund offerings is difficult to predict. We intend to monitor the market and pursue opportunities as they present themselves and when doing so would be consistent with our business strategy. For example, we launched the Calamos Global Total Return Fund in the fourth quarter of 2005. For the three and nine months ended September 30, 2005, separate accounts had net redemptions of $74 million and net purchases of $356 million, respectively, compared to net purchases of $317 million and $627 million in the prior year periods, largely driven by managed account outflows in our convertible strategies, which remain closed to new investors.

-10-

Revenues

Total revenues for the third quarter of 2005 were $107.7 million, up $26.5 million or 33% over the comparable period of the prior year. For the nine-month period ended September 30, 2005, total revenues were $304.1 million, representing a 38% increase compared to last year’s nine-month period. These increases were primarily due to higher investment management fees and distribution and underwriting fees.


($ in thousands)	Three Months Ended September 30,									Nine Months Ended September 30,
					Change									Change
	2005		2004		Amount		Percent			2005		2004		Amount		Percent
Investment management fees	$	73,669	$	55,837	$	17,832		32	%	$	206,939	$	148,540	$	58,399		39	%
Distribution and underwriting fees		33,335		24,769		8,566		35			94,724		70,571		24,153		34
Other		682		625		57		9			2,416		1,635		781		48

Total revenues	$	107,686	$	81,231	$	26,455		33	%	$	304,079	$	220,746	$	83,333		38	%

Compared to the same periods in the prior year, investment management fees increased 32% and 39% in the third quarter and first nine months of 2005, respectively, primarily due to increases in average assets under management of $9.0 billion and $10.0 billion for the third quarter and first nine months of 2005. The overall growth in investment management fees was due primarily to an increase in fees from mutual funds, which increased to $58.2 million and $163.8 million for the three and nine month periods ended September 30, 2005 from $43.4 million and $113.6 million for the prior year periods. Open-end fund investment management fees increased to $45.5 million and $126.4 million for the third quarter and nine months ended September 30, 2005, respectively, from $31.3 million and $86.7 million for the same periods of the prior year, primarily due to increases in open-end fund average assets under management of $7.1 billion for the third quarter and nine months ended September 30, 2005 compared to the prior year. Closed-end fund investment management fees increased to $12.7 million and $37.4 million for the three and nine month periods ended September 30, 2005, respectively, from $12.1 million and $26.9 million in the prior year, as a result of increases in closed-end fund average assets under management of $0.2 billion and $1.4 billion for the third quarter and first nine months of 2005 when compared to the prior year. Investment management fees as a percentage of average assets under management were 0.72% and 0.71% for the three and nine months ended September 30, 2005 compared to 0.70% and 0.68% for the three and nine month periods in the prior year, representing the continued shift of assets from our convertible strategies to our equity strategies, which generally carry higher fees.

Distribution and underwriting fees increased to $33.3 million and $94.7 million for the three and nine months ended September 30, 2005, respectively, from $24.8 million and $70.6 million in the same periods of the prior year, primarily due to increases in open-end fund average assets under management of $7.1 billion for the third quarter and nine months ended September 30, 2005 compared to the same periods a year ago.

Operating Expenses

Operating expenses increased to $54.4 million and $153.0 million for the third quarter and nine months ended September 30, 2005, respectively, from $45.8 million and $127.9 million for the comparable periods in the prior year. The increases were mostly due to higher distribution expenses.


($ in thousands)	Three Months Ended September 30,										Nine Months Ended September 30,
					Change										Change
	2005		2004		Amount			Percent			2005		2004		Amount			Percent
Employee compensation and benefits	$	15,365	$	17,103	$	(1,738	)		10	%	$	45,146	$	45,248	$	(102	)		—	%
Distribution expense		20,642		12,967		7,675			59			57,006		34,670		22,336			64
Amortization of deferred sales commissions		7,894		7,598		296			4			23,798		21,677		2,121			10
Marketing and sales promotion		3,760		3,733		27			1			10,296		15,730		(5,434	)		35
General and administrative		6,693		4,376		2,317			53			16,765		10,563		6,202			59

Total operating expenses	$	54,354	$	45,777	$	8,577			19	%	$	153,011	$	127,888	$	25,123			20	%

Employee compensation and benefits expense decreased by $1.7 million for the three months ended September 30, 2005 when compared to the three months ended September 30, 2004, as increases in these expenses due to greater staff levels were more than offset by the effects of changes made to executive compensation as a result of becoming a public company. Because of similar offsets in expense for the nine months ended September 30, 2005, employee compensation and benefits expenses were relatively flat year-over-year. We expect the level of overall employee compensation and benefits expense will increase in future periods due to changes in staffing levels to support the growth and expansion of our business, including our alternative investments business. Current

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compensation expense levels are also expected to increase due to merit increases for our existing staff but may vary due to compensation based on our performance.

Distribution expense increased by $7.7 million and $22.3 million in the three and nine months ended September 30, 2005, respectively, primarily due to the growth in the Class C share assets older than one year, which accounted for $4.4 million and $12.5 million of the change, and due to the growth of average open-end fund assets under management, which accounted for $3.5 million and $10.2 million of the change. Class C share assets do not generate distribution expense in the first year following their sale because we retain the Rule 12b-1 fees during that first year to offset the upfront commissions that we pay, but they do generate a distribution expense in subsequent years as we pay the Rule 12b-1 fees to the selling firms. Although the Rule 12b-1 fee rates that we paid to broker-dealers and other intermediaries in the three and nine months ended September 30, 2005 did not change from the rates paid in the prior year, we expect distribution expense to increase to the extent our open-end mutual fund assets under management continue to grow.

While marketing and sales promotion expense for the three months ended September 30, 2005 and 2004 were relatively constant, these expenses decreased to $10.3 million for the nine months ended September 30, 2005 from $15.7 million for the prior year. The decrease of $5.4 million was mainly attributable to a $6.0 million one-time fee paid to underwriters of a closed-end fund offering that we incurred during the first nine months of 2004 offset by increases in supplemental compensation payments to third party selling agents. As open-end mutual funds that we manage have grown in size and recognition, we have become subject to supplemental compensation payments to third-party selling agents. We expect supplemental compensation payments to continue to increase to the extent our funds gain assets and further recognition.

General and administrative expense increased by $2.3 million and $6.2 million in the third quarter and nine months ended September 30, 2005, respectively. We began making lease payments on our new headquarters in April 2005 in addition to making lease payments and other occupancy related payments on our two other office facilities, which increased occupancy costs by $1.1 million and $2.7 million for the quarter and nine months ended September 30, 2005. Maintaining two headquarters during the third quarter of 2005 resulted in duplicate expenses of approximately $0.6 million as we continued to reduce operations in our two other facilities. We expect the duplication of expenses to decrease significantly in the fourth quarter as we complete the wind-down of these operations. Additionally, for the three and nine month periods ended September 30, 2005, professional services expense increased $0.2 million and $1.2 million and depreciation expense increased $1.3 million and $2.1 million, respectively. The increases in professional services expense were primarily due to incremental costs incurred as a public company, including Sarbanes-Oxley compliance costs and higher fees related to legal and compliance, audit services and tax preparation. The increases in depreciation expense were primarily due to the depreciation of new leasehold improvements in connection with the move to our new headquarters. The increase in depreciation expense for the nine months was also due to the shortening of depreciable lives of leasehold improvements in our previous headquarters caused by the move into our new headquarters.

Income Taxes

Income taxes as a percentage of income before income taxes was 39.7% and 39.9% for the three and nine months ended September 30, 2005, respectively, compared to 2.0% and 1.7% for the prior year periods. For the three and nine months ended September 30, 2004, Calamos Family Partners, Inc. (CFP) elected to be taxed as an S corporation under the Internal Revenue Code. Therefore, the income and expenses of CFP were included in the income tax returns of its stockholders. CFP was subject to Illinois replacement tax and certain other state taxes.

Net Income

The following shows our condensed consolidated pro forma statements of income for the three and nine months ended September 30, 2005 and 2004. Management believes that pro forma results provide a more meaningful basis for period-to-period comparisons of the results of Calamos Asset Management, Inc. (CAM), together with its subsidiaries, for the three and nine months ended September 30, 2005 and 2004. The following pro forma results for the three and nine months ended September 30, 2004 give effect to (1) the Real Estate Distribution, whereby Calamos Family Partners, Inc. (formerly known as Calamos Holdings Inc.), distributed its interest in all of its owned real estate assets to its stockholders, who contributed those assets to a new limited liability company; (2) the Formation Transaction, whereby on October 15, 2004, Calamos Family Partners, Inc. contributed all of its assets and liabilities, including, among other things, all equity interests in its wholly owned subsidiaries, to Calamos Holdings LLC in exchange for 96,800,000 of the membership units of Calamos Holdings LLC; and (3) the consummation of our IPO and use of the net proceeds to acquire membership units in Calamos Holdings LLC. In addition, pro forma diluted earnings per share reflect the effect of exchanging all membership interests in Calamos Holdings LLC not held by CAM for Class A shares of CAM. The pro forma results give effect to these items as if they had occurred at the beginning of the periods presented. The most significant pro forma adjustments relate to the minority interest of Calamos Family Partners, Inc. and to income taxes, as Calamos Family Partners, Inc. historically operated as an S corporation.

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On November 2, 2004, CAM became the sole manager of Calamos Holdings LLC and is now conducting the business previously conducted by Calamos Family Partners, Inc. Accordingly, the results for the three and nine months ended September 30, 2004 reflect the operations for Calamos Family Partners, Inc. and its subsidiaries. Results for the three and nine months ended September 30, 2005 reflect the operations for CAM.

(in thousands, except share data)

Three Months Ended September 30,

Pro Forma

2004 as

2005

2004

Adjustments

Adjusted

Revenues:

Investment management fees

73,669

55,837

—

55,837

Distribution and underwriting fees

33,335

24,769

—

24,769

Other

682

625

—

625

Total revenues

107,686

81,231

—

81,231

Expenses:

Employee compensation and benefits

15,365

17,103

—

17,103

Distribution and underwriting expense

20,642

12,967

—

12,967

Amortization of deferred sales commissions

7,894

7,598

—

7,598

Marketing and sales promotion

3,760

3,733

—

3,733

General and administrative

6,693

4,376

—

4,376

Total expenses

54,354

45,777

—

45,777

Operating income

53,332

35,454

—

35,454

Total other income (expense), net

1,555

⁽¹⁾

(1,660

)

—

(1,660

)

Income before minority interest in Calamos Holdings LLC and income taxes

54,887

33,794

—

33,794

Minority interest

42,224

—

26,022

⁽²⁾

26,022

Income before income taxes

12,663

33,794

(26,022

)

7,772

Income taxes

5,024

688

2,412

⁽³⁾

3,100

Net income

7,639

33,106

(28,434

)

4,672

Earnings per share, basic

0.33

0.34

0.20

Weighted average shares outstanding, basic

23,000,100

96,800,000

⁽⁴⁾

23,000,100

⁽⁵⁾

Calculation of earnings per share, diluted, assuming exchange of membership units:

Income before minority interest in Calamos Holdings LLC and income taxes

54,887

33,794

Impact of income taxes ⁽⁶⁾

21,774

13,480

Earnings available to common shareholders

33,113

20,314

Earnings per share, diluted

0.33

0.34

0.20

Weighted average shares outstanding, diluted ⁽⁷⁾

100,667,805

96,800,000

100,000,100

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(in thousands, except share data)

Nine Months Ended September 30,

Pro Forma

2004 as

2005

2004

Adjustments

Adjusted

Revenues:

Investment management fees

206,939

148,540

—

148,540

Distribution and underwriting fees

94,724

70,571

—

70,571

Other

2,416

1,635

(157

)⁽⁸⁾

1,478

Total revenues

304,079

220,746

(157

)

220,589

Expenses:

Employee compensation and benefits

45,146

45,248

(123

)⁽⁸⁾

45,125

Distribution and underwriting expense

57,006

34,670

—

34,670

Amortization of deferred sales commissions

23,798

21,677

—

21,677

Marketing and sales promotion

10,296

15,730

—

15,730

General and administrative

16,765

10,563

115

⁽⁸⁾

10,678

Total expenses

153,011

127,888

)

127,880

Operating income

151,068

92,858

(149

)

92,709

Total other income (expense), net

623

⁽¹⁾

(1,037

)

(1,808

)⁽⁸⁾

(2,845

)

Income before minority interest in Calamos Holdings LLC and income taxes

151,691

91,821

(1,957

)

89,864

Minority interest

116,739

—

69,196

⁽²⁾

69,196

Income before income taxes

34,952

91,821

(71,153

)

20,668

Income taxes

13,940

1,565

6,679

⁽³⁾

8,244

Net income

21,012

90,256

(77,832

)

12,424

Earnings per share, basic

0.91

0.93

0.54

Weighted average shares outstanding, basic

23,000,100

96,800,000

⁽⁴⁾

23,000,100

⁽⁵⁾

Calculation of earnings per share, diluted, assuming exchange of membership units:

Income before minority interest in Calamos Holdings LLC and income taxes

151,691

89,864

Impact of income taxes ⁽⁶⁾

60,494

35,847

Earnings available to common shareholders

91,197

54,017

Earnings per share, diluted

0.91

0.93

0.54

Weighted average shares outstanding, diluted ⁽⁷⁾

100,606,766

96,800,000

100,000,100

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Notes to Consolidated Condensed Pro Forma Statements of Income

⁽¹⁾

Includes $6.0 million of investment gains, partially offset by $2.4 million of minority interest related to the consolidation of the Calamos Equity Opportunities Fund L.P. and $2.0 million of interest expense for the three months ended September 30, 2005 and includes $10.2 million of investment gains, partially offset by $6.1 million of interest expense and $3.4 million of minority interest related to the consolidation of the Calamos Equity Opportunities Fund L.P. for the nine month period ended September 30, 2005.

⁽²⁾

Represents an adjustment to increase Calamos Asset Management, Inc.’s minority interest allocation to 77.0%. Minority interest was determined by multiplying the income before minority interest and taxes by Calamos Family Partners, Inc.’s and John P. Calamos, Sr.’s 77.0% aggregate ownership.

⁽³⁾

Reflects the impact of federal and state income taxes on the income allocated from Calamos Holdings LLC to Calamos Asset Management, Inc. Historically, Calamos Family Partners, Inc. operated as an S corporation and was not subject to U.S. federal and certain state income taxes but was subject to Illinois replacement taxes. The amount of pro forma adjustment was determined by eliminating the Illinois replacement tax and applying the combined 2004 effective federal corporate income tax rates and applicable state tax rates to income before income taxes.

⁽⁴⁾

Represents the contribution by Calamos Family Partners of all its assets and liabilities in exchange for 96,800,000 membership units of Calamos Holdings LLC.

⁽⁵⁾

Reflects 23,000,000 shares of Class A common stock, which represents 23.0% of the outstanding shares after the offering. In addition to shares of Class A common stock, there are 100 shares of Class B common stock outstanding.

⁽⁶⁾

In calculating diluted earnings per share, the 2005 effective rates for the three and nine months ended September 30, 2005 of 39.67% and 39.88%, respectively, and the 2004 effective tax rate of 39.89% were applied to income before minority interest and income taxes.

⁽⁷⁾

Diluted shares outstanding for each period presented represent the weighted average Class A common stock after giving effect to the Offering as of the beginning of 2004. The diluted shares outstanding are calculated: (a) including the effect of outstanding dilutive restricted stock units and dilutive option awards and (b) assuming Calamos Family Partners, Inc. and John P. Calamos, Sr. exchanged all of their membership units in Calamos Holdings LLC for, and converted all outstanding shares of our Class B common stock into, shares of our Class A common stock, in each case on a one-for-one basis.

⁽⁸⁾

Represents the adjustment related to the Real Estate Distribution based on actual amounts recorded during the periods presented.

Net income totaled $7.6 million and $21.0 million for the three and nine months ended September 30, 2005 compared to pro forma net income of $4.7 million and $12.4 million for the prior year, representing increases of 64% and 69%, respectively.


($ in thousands)	Three Months Ended September 30,										Nine Months Ended September 30,
						Change										Change
	2005		2004			Amount		Percent			2005		2004			Amount		Percent
			(Pro Forma)										(Pro Forma)
Total revenues	$	107,686	$	81,231		$	26,455		33	%	$	304,079	$	220,589		$	83,490		38	%
Total operating expenses		54,354		45,777			8,577		19			153,011		127,880			25,131		20

Operating income		53,332		35,454			17,878		50			151,068		92,709			58,359		63
Other income (expense), net		1,555		(1,660	)		3,215		*			623		(2,845	)		3,468		*
Minority interest		42,224		26,022			16,202		62			116,739		69,196			47,543		69
Income taxes		5,024		3,100			1,924		62			13,940		8,244			5,696		69

Net income	$	7,639	$	4,672		$	2,967		64	%	$	21,012	$	12,424		$	8,588		69	%

* Not meaningful.

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Liquidity and Capital Resources

Our current financial condition is highly liquid, with the majority of our assets comprised of cash and cash equivalents and investment securities. Investment securities are principally comprised of company-sponsored mutual funds and other highly liquid exchange-traded securities. Our working capital requirements historically have been met through cash generated by our operations and bank borrowings.

The following table summarizes key statements of financial condition data relating to our liquidity and capital resources.


	September 30,		December 31,
(in thousands)	2005		2004

Statements of financial condition data:
Cash and cash equivalents	$	174,195	$	149,768
Receivables		31,120		27,234
Investments		198,148		147,521
Deferred tax asset		110,141		118,078
Deferred sales commissions		60,228		61,417
Property and equipment, net		39,730		4,902
Long-term debt		150,000		150,000

Cash flows for the nine months ended September 30, 2005 and 2004 are shown below:


	Nine Months Ended
	September 30,
(in thousands)	2005			2004

Cash flow data:
Net cash provided by operating activities	$	159,651		$	93,719
Net cash used by investing activities		(66,331	)		(56,076	)
Net cash provided by (used in) financing activities		(68,893	)		74,307

Net cash provided by operating activities increased by $65.9 million, to $159.7 million for the nine months ended September 30, 2005 from $93.7 million for the nine months ended September 30, 2004, primarily as a result of a $63.3 million increase in income before minority interest and income taxes and a $5.6 million allowance received from our landlord to fund tenant improvements in our new headquarters.

The payment of deferred sales commissions by us to financial intermediaries who sell Class B and C shares of open-end funds is a significant use of our operating cash flows. Use of cash for deferred sales commissions decreased by $9.2 million to $22.6 million for the nine months ended September 30, 2005 from $31.8 million for the nine months ended September 30, 2004. We expect that the payment of deferred sales commissions will vary in proportion to future sales of Class B and C shares of open-end funds and that these commissions will continue to be funded by cash flows from operations.

Investing activities typically consist of investments in products that we sponsor and of the purchase of property and equipment. Net cash used in investing activities was $66.3 million for the nine months ended September 30, 2005 and was primarily comprised of our $35.2 million investment in property and equipment for our new facility, of which $5.6 million was received from our landlord as an allowance for tenant improvements, and $25 million in cash used to seed our International Growth Fund during the first quarter of 2005. We anticipate that cash uses for property and equipment expenditures will significantly decrease in the fourth quarter and future periods following the move to our new headquarters in July 2005. Further, we anticipate increasing the future level of investments in products managed by our subsidiaries as opportunities arise.

Net cash used in financing activities was $68.9 million for the nine months ended September 30, 2005 and was comprised of distributions to minority shareholders of $64.1 million, including distributions for their tax liabilities of $47.9 million, as well as the dividends paid to common shareholders of $4.8 million. Net cash provided by financing activities was $74.3 million for the nine months ended September 30, 2004 and was principally comprised of the issuance of $150 million aggregate principal amount of Senior Unsecured Notes in April 2004, partially offset by cash used to repay and terminate a credit facility of approximately $30 million in 2004 and further offset by $43.3 million in distributions to minority shareholders. The increase of $20.7 million in

-16-

distributions to minority shareholders was primarily driven by the distributions for their tax liabilities based on the year-over-year net income growth. We expect that distributions for income taxes will continue to change as net income changes.

We expect our cash and liquidity requirements will be met with the cash on hand and through cash generated by operations. We intend to satisfy our capital requirements over the next 12 months through these sources of liquidity.

Critical Accounting Policies

Our significant accounting policies are described in note 2 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2004. A discussion of critical accounting policies is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2004. There were no significant changes in our critical accounting policies during the nine months ended September 30, 2005.

Newly Issued Accounting Pronouncements

In June, 2005, the FASB’s Emerging Issues Task Force (EITF) ratified Issue No. 04-05, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. EITF No. 04-05 provides a framework for determining whether a general partner controls, and should consolidate, a limited partnership. The presumption of control is overcome if the limited partners have either substantive kick-out rights or substantive participating rights, as defined. This guidance is applicable for limited partnerships or similar entities that are not variable interest entities under FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities. We have evaluated the provisions of EITF No. 04-05 and have determined that the implementation of this guidance will not have a material effect on our financial statements.

Forward-Looking Information

From time to time, information or statements provided by us or on our behalf, including those within this Quarterly Report on Form 10-Q, may contain certain forward-looking statements relating to future events, future financial performance, strategies, expectations and competitive environment, and regulations. These forward-looking statements include, without limitation, statements regarding proposed new products; results of operations or liquidity; projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and management’s goals and objectives and other similar expressions concerning matters that are not historical facts.

Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on

-17-

information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: adverse changes in applicable laws or regulations; downward fee pressures and increased industry competition; risks inherent to the investment management business; the loss of revenues due to contract terminations and redemptions; our ownership structure; general declines in the prices of securities; the loss of key executives; the unavailability of third-party retail distribution channels; increased costs of distribution; failure to recruit and retain qualified personnel; a loss of assets, and thus revenues, if our largest funds perform poorly; failure to comply with client and mutual fund board guidelines; non-performance of third-party vendors and our holding company structure. Further, the value and composition of our assets under management are, and will continue to be, influenced by a variety of factors including, among other things: purchases and redemptions of shares of the open-end funds and other investment products; fluctuations in the financial markets around the world that result in appreciation or depreciation of assets under management; our introduction of new investment strategies and products; our ability to educate our clients about our investment philosophy and provide them with best-in-class service; the relative investment performance of our investment products as compared to competing offerings and market indices; competitive conditions in the mutual fund, asset management and broader financial services sectors; investor sentiment and confidence; and our decision to close strategies when deemed to be in the best interests of our clients.

Forward-looking statements speak only as of the date the statements are made. Readers should not place undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.

We also direct your attention to the “Business Risks” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2004.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

An analysis of our market risk was included in our Annual Report on Form 10-K for the year ended December 31, 2004. There were no material changes to the Company’s market risk during the nine months ended September 30, 2005.

Item 4. Controls and Procedures

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2005, and has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the company’s internal control over financial reporting that occurred during our third quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, we may be subject to various legal proceedings from time to time. Currently, there are no material legal proceedings pending against us or any of our subsidiaries.

Item 6. Exhibits


3(i)		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2004).
3(ii)		Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2005).
4.1		Stockholders’ Agreement among John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr., certain trusts controlled by them, Calamos Family Partners, Inc. and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2004).
4.2		Registration Rights Agreement between Calamos Family Partners, Inc., John P. Calamos, Sr. and the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2004).
10		Lease Between 2020 Calamos Court LLC and Calamos Holdings LLC (formerly with Calamos Holdings, Inc.).
31.1		Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2		Certification pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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	CALAMOS ASSET MANAGEMENT, INC.
		(Registrant)
Date: November 10, 2005	By:	/s/ Patrick H. Dudasik
		Patrick H. Dudasik
		Executive Vice President, Chief Financial Officer and Treasurer

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			Additional					Accumulated
	Common		Paid-in		Retained			Comprehensive
	Stock		Capital		Earnings			Income		Total
Balance at December 31, 2004	$	230	$	154,156	$	2,364		$	1,744	$	158,494
Net income		—		—		21,012			—		21,012
Changes in unrealized gains on available-for-sale securities, net of minority interest and income taxes		—		—		—			1,055		1,055

Total comprehensive income											22,067
Compensation expense recognized under stock incentive plans, net of minority interest		—		738		—			—		738
Dividend equivalent accrued under stock Incentive plans, net of minority interest		—		—		(39	)		—		(39	)
Dividends declared		—		—		(3,220	)		—		(3,220	)

Balance at September 30, 2005	$	230	$	154,894	$	20,117		$	2,799	$	178,040