form10-q.htm

	September 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	117,901		$	102,166
Receivables:
Affiliates and affiliated funds		18,569			18,492
Customers		11,030			10,035
Investment securities		344,224			318,496
Derivative assets		47			1,018
Partnership investments, net		36,559			33,056
Prepaid expenses		3,540			2,964
Deferred tax assets, net		7,074			8,811
Other current assets		999			934
Total current assets		539,943			495,972
Non-current assets:
Deferred tax assets, net		49,207			56,707
Deferred sales commissions		3,180			5,444
Goodwill		6,437			-
Property and equipment, net of accumulated depreciation and amortization ($56,312 at September 30, 2012 and $52,833 at December 31, 2011)		20,499			22,865
Other non-current assets		1,021			870
Total non-current assets		80,344			85,886
Total assets	$	620,287		$	581,858
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Distribution fees payable	$	15,727		$	15,860
Accrued compensation and benefits		20,127			23,681
Interest payable		1,240			2,729
Derivative liabilities		-			3,844
Accrued expenses and other current liabilities		5,636			5,631
Total current liabilities		42,730			51,745
Long-term liabilities:
Long-term debt		92,115			92,115
Deferred rent		9,322			9,423
Other non-current liabilities		4,222			781
Total long-term liabilities		105,659			102,319
Total liabilities		148,389			154,064
STOCKHOLDERS’ EQUITY
Class A common stock, $0.01 par value; authorized 600,000,000 shares; 24,386,015 shares issued and 20,386,015 shares outstanding at September 30, 2012; 24,126,757 shares issued and 20,126,757 shares outstanding at December 31, 2011		244			241
Class B common stock, $0.01 par value; authorized 1,000 shares; 100 shares issued and outstanding at September 30, 2012 and December 31, 2011		0			0
Additional paid-in capital		215,376			214,102
Retained earnings		75,397			67,991
Accumulated other comprehensive loss		(331	)		(527	)
Treasury stock at cost; 4,000,000 shares at September 30, 2012 and December 31, 2011		(95,215	)		(95,215	)
Calamos Asset Management, Inc. stockholders’ equity		195,471			186,592
Non-controlling interest in Calamos Investments LLC (Calamos Interests)		262,821			229,168
Non-controlling interest in partnership investments		13,606			12,034
Total non-controlling interest		276,427			241,202
Total stockholders’ equity		471,898			427,794
Total liabilities and stockholders’ equity	$	620,287		$	581,858

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
REVENUES
Investment management fees	$	64,402		$	65,646		$	195,050		$	203,390
Distribution and underwriting fees		16,684			20,041			52,444			64,096
Other		761			796			2,305			2,469
Total revenues		81,847			86,483			249,799			269,955
EXPENSES
Employee compensation and benefits		19,781			19,458			62,926			60,299
Distribution expenses		15,011			16,797			46,371			53,306
Amortization of deferred sales commissions		946			1,760			3,621			4,958
Marketing and sales promotion		4,608			4,285			14,562			12,415
General and administrative		9,768			11,452			30,596			29,583
Total operating expenses		50,114			53,752			158,076			160,561
Operating income		31,733			32,731			91,723			109,394
NON-OPERATING INCOME
Net interest expense		(1,396	)		(1,428	)		(4,220	)		(4,932	)
Investment and other income		4,152			14,038			25,508			23,190
Total non-operating income		2,756			12,610			21,288			18,258
Income before income tax provision		34,489			45,341			113,011			127,652
Income tax provision		2,314			4,938			10,879			11,895
Net income		32,175			40,403			102,132			115,757
Net income attributable to non-controlling interest in Calamos Investments LLC (Calamos Interests)		(26,384	)		(35,794	)		(86,974	)		(99,818	)
Net income attributable to non-controlling interest in partnership investments		(1,058	)		—			(1,572	)		(5	)
Net income attributable to Calamos Asset Management, Inc.	$	4,733		$	4,609		$	13,586		$	15,934

Earnings per share:
Basic	$	0.23		$	0.23		$	0.67		$	0.79
Diluted	$	0.23		$	0.22		$	0.66		$	0.77

Weighted average shares outstanding:
Basic		20,373,585			20,126,628			20,316,901			20,095,973
Diluted		20,802,592			20,636,776			20,698,105			20,578,804

Cash dividends per share	$	0.11		$	0.095		$	0.30		$	0.285

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income	$	32,175		$	40,403		$	102,132		$	115,757
Other comprehensive income (loss), before tax (provision) benefit
Unrealized gains (losses) on available-for-sale securities:
Changes in unrealized gains (losses)		15,115			(43,337	)		21,469			(22,958	)
Reclassification adjustment for (gains) losses included in net income		534			(9,426	)		(20,040	)		(28,274	)
Other comprehensive income (loss), before income tax provision (benefit)		15,649			(52,763	)		1,429			(51,232	)
Income tax provision (benefit) related to other comprehensive income (loss)		1,276			(4,268	)		116			(4,118	)
Other comprehensive income (loss), after income tax provision (benefit)		14,373			(48,495	)		1,313			(47,114	)
Comprehensive income (loss)		46,548			(8,092	)		103,445			68,643

Comprehensive (income) loss attributable to non-controlling interest in Calamos Investments LLC (Calamos Interests)		(38,579	)		5,434			(88,094	)		(59,789	)
Comprehensive income attributable to non-controlling interest in partnership investment		(1,058	)		-			(1,572	)		(5	)
Comprehensive income (loss) attributable to Calamos Asset Management, Inc.	$	6,911		$	(2,658	)	$	13,779		$	8,849

	CALAMOS ASSET MANAGEMENT, INC. STOCKHOLDERS’ EQUITY														Non- controlling interest in Calamos			Non-
	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Investments LLC (Calamos Interests)			controlling interest in partnership investments		Total
Balance at December 31, 2011	$	241	$	214,102		$	67,991		$	(527	)	$	(95,215	)	$	229,168		$	12,034	$	427,794
Net income		—		—			13,586			—			—			86,974			1,572		102,132
Changes in unrealized gains on available-for-sale securities, net of income taxes		—		—			—			2,981			—			16,735			—		19,716
Reclassification adjustment for gains on available-for-sale securities included in income, net of income taxes		—		—			—			(2,788	)		—			(15,615	)		—		(18,403	)
Issuance of common stock (259,258 Class A common shares)		3		(3	)		—			—			—			—			—		—
Cumulative impact of changes in ownership of Calamos Investments LLC		—		551			(5	)		3			—			(1,562	)		—		(1,013	)
Compensation expense recognized under stock incentive plans		—		726			—			—			—			2,574			—		3,300
Dividend equivalent accrued under stock incentive plans		—		—			(71	)		—			—			(250	)		—		(321	)
Distributions to non-controlling interests		—		—			—			—			—			(55,203	)		—		(55,203	)
Dividends declared		—		—			(6,104	)		—			—			—			—		(6,104	)
Balance at September 30, 2012	$	244	$	215,376		$	75,397		$	(331	)	$	(95,215	)	$	262,821		$	13,606	$	471,898

	2012			2011
Cash and cash equivalents at beginning of period	$	102,166		$	82,870
Cash flows from operating activities:
Net income		102,132			115,757
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred sales commissions		3,621			4,958
Other depreciation and amortization		4,199			4,342
Deferred rent		(101	)		(6	)
Change in unrealized (gains) losses on CFS securities, derivative assets, derivative liabilities and partnership investments, net		(5,322	)		813
Net realized gain on sale of investment securities, derivative assets, derivative liabilities and partnership investments, net		(15,917	)		(21,482	)
Increase in deferred tax asset valuation allowance		1,900			1,200
Deferred taxes		7,124			6,593
Stock based compensation		3,300			5,867
Employee taxes paid on vesting under stock incentive plans		(916	)		(1,038	)
(Increase) decrease in assets:
Receivables:
Affiliates and affiliated funds		(77	)		1,330
Customers		(995	)		(1,356	)
Deferred sales commissions		(1,357	)		(2,831	)
Other assets		(839	)		675
Decrease in liabilities:
Distribution fees payable		(133	)		(440	)
Accrued compensation and benefits		(3,554	)		(2,967	)
Accrued expenses and other liabilities		(1,667	)		(557	)
Net cash provided by operating activities		91,398			110,858
Cash flows used in investing activities:
Net additions to property and equipment		(1,431	)		(1,645	)
Purchase of investment securities		(326,386	)		(188,775	)
Proceeds from sale of investment securities		330,678			168,512
Net purchases of derivatives		(12,327	)		(9,050	)
Net changes in partnership investments		(1,401	)		18,757
Net cash paid for acquisition, net of cash acquired		(3,392	)		-
Net cash used in investing activities		(14,259	)		(12,201	)
Cash flows used in financing activities:
Repayment of debt		-			(32,885	)
Deferred tax (expense) benefit on vesting under stock incentive plans		(97	)		3
Distributions paid to non-controlling interests		(55,203	)		(60,909	)
Cash dividends paid to common stockholders		(6,104	)		(5,736	)
Net cash used in financing activities		(61,404	)		(99,527	)
Net increase (decrease) in cash		15,735			(870	)
Cash and cash equivalents at end of period	$	117,901		$	82,000
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes, net	$	1,972		$	2,788
Interest	$	5,954		$	6,003

Calamos Asset Management, Inc. (CAM) is a holding company and as of September 30, 2012 owned 22.1% of Calamos Investments LLC (Calamos Investments). CAM, together with Calamos Investments and Calamos Investments’ subsidiaries (the Company), operates the investment advisory and distribution services businesses reported within these consolidated financial statements. CAM operates and controls all of the business and affairs of Calamos Investments and, as a result of this control, consolidates the financial results of Calamos Investments with its own financial results. The remaining 77.9% ownership interest in Calamos Investments is held by Calamos Family Partners, Inc. (CFP), a Delaware corporation, and John P. Calamos, Sr. the Chairman, Chief Executive Officer and Global Co-Chief Investment Officer of CAM. CFP and John P. Calamos, Sr. (collectively Calamos Interests), ownership interest, in accordance with applicable accounting guidance, is reflected and referred to within these consolidated financial statements as “non-controlling interest in Calamos Investments LLC”. As shown in the diagram below, CFP also owns all of CAM’s outstanding Class B common stock, which represents 97.5% of the combined voting power of all classes of CAM’s voting stock. The graphic below illustrates our organizational and ownership structure as of September 30, 2012:

The Company primarily provides investment advisory services to individuals and institutional investors through a series of investment products that include open-end, closed-end and offshore funds (collectively, Funds); separate accounts; and private funds, which includes partnerships. The subsidiaries through which the Company provides these services include: Calamos Advisors LLC (CAL), a Delaware limited liability company and registered investment advisor; Calamos Financial Services LLC (CFS), a Delaware limited liability company and registered broker-dealer; Calamos Wealth Management LLC, a Delaware limited liability company and registered investment advisor; and Calamos Investments LLP, a United Kingdom limited liability partnership, registered investment advisor with the Financial Services Authority in the United Kingdom, and a global distributor of the offshore funds and Company products. For reporting purposes, the offshore funds are reported within the open-end funds.

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), which require the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably stated; however, due to the inherent uncertainties in making estimates, actual amounts could differ from these estimates. Investments previously presented as Low-volatility equity investments or Other investments are being presented as either Equity or Convertible investments, based on the underlying investment strategy, in Note 4 Investment Securities and Note 7 Fair Value Measurements.

The consolidated financial statements as of September 30, 2012 and for the three and nine months ended September 30, 2012 and 2011 have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, these statements contain all adjustments, including those of a normal recurring nature, necessary for fair presentation of the financial condition and results of operations. The results for the interim periods presented are not necessarily indicative of the results to be obtained for a full fiscal year. This Form 10-Q filing should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

The Calamos Interests’ combined 77.9% and 78.1% interest in Calamos Investments as of September 30, 2012 and December 31, 2011, respectively, is represented as a non-controlling interest in Calamos Investments LLC in the Company’s consolidated financial statements. Non-controlling interest in Calamos Investments is derived by multiplying the historical equity of Calamos Investments by the Calamos Interests’ aggregate ownership percentage for the periods presented. Issuances and repurchases of CAM’s common stock results in changes in CAM’s ownership percentage and to the non-controlling interests’ ownership percentage of Calamos Investments with resulting changes reflected in the consolidated statements of changes in stockholders’ equity. Income is allocated based on the average ownership interest during the period in which the income is earned.

The assets and liabilities of Calamos International Growth Fund LP are presented on a net basis within partnership investments, net in the consolidated statements of financial condition, the net income is included in Investment and other income in the consolidated statements of operations, and the change in partnership investments is included in the net changes in partnership investments in the consolidated statements of cash flows. Calamos International Growth Fund LP is presented on a net basis in order to provide more clarity to the financial position and results of the core operations of the Company. The underlying assets and liabilities that are being consolidated are described in Note 6 Partnership Investments.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. During the second quarter of 2012, the Company recorded a $1.9 million valuation allowance to reduce its deferred income tax assets to an amount that is more likely than not to be realized based on available evidence at the time the estimate was made. Determining a valuation allowance requires management to make significant judgments and assumptions. In determining a valuation allowance the Company uses historical and forecasted future realized and unrealized gains and losses on its investment, ongoing tax planning strategies, and forecasts of future taxable income. Each quarter the Company re-evaluates its estimate related to its valuation allowance, including its assumptions about future taxable income. As of September 30, 2012 and December 31, 2011, the Company’s valuation allowance on its deferred tax assets was $7.1 million and $5.2 million, respectively and related to its capital loss carryforward. The Company’s capital loss carryforward is used to offset realized gains on its investments, derivative assets, derivative liabilities and partnership investments for tax purposes.

The Company’s goodwill represents the future economic benefits arising from the Calamos Investments’ acquisition of Black Capital, LLC (Black Capital) that are not individually identified and separately recognized. Goodwill will be assessed for impairment at least annually, or whenever events or circumstances occur indicating that an impairment has occurred. When assessing goodwill for impairment, the Company will assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than their carrying amounts, the Company will not perform the quantitative two-step impairment test. If the Company determines that an impairment has occurred, the Company will perform the required quantitative impairment test and record any calculated impairments to the Company’s consolidated statement of operations. See Note 3 Acquisition for more discussion related to the acquisition of Black Capital.

On August 31, 2012 Calamos Investments acquired Black Capital, a long/short equity investment firm located in New York City for a total purchase price of $6.8 million. The acquisition expands the Company’s existing capabilities in alternative strategies with an investment team that manages a long/short equity hedge fund. At closing, $3.4 million was paid to the selling shareholder with the remaining balance due in two equal installments, payable 18 and 36 months thereafter. There are no performance contingencies associated with the remaining installment payments. This future obligation is reported at fair value in other non-current liabilities.

The excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired resulted in the recognition of $6.4 million of goodwill. Acquisition-related expenses for professional services were expensed as incurred, and recorded in general and administrative expenses. The Company has not presented pro-forma combined results of operations for this acquisition, as the information is immaterial to the Company’s consolidated financial statements. The amount of revenue earned during the quarter, as a result of the acquisition, is immaterial.

As a registered broker-dealer, CFS is required to carry all investment securities it owns at fair value and record all changes in fair value in current earnings. As such, unrealized gains and losses on CFS securities, as well as realized gains and losses on all investment securities, are included in investment and other income in the consolidated statements of operations. The following tables provide a summary of investment securities owned as of September 30, 2012 and December 31, 2011:

	September 30, 2012
(in thousands)	Cost		Unrealized Gains		Unrealized Losses			Fair Value
Available-for-sale securities:
Funds
Equity	$	205,196	$	4,335	$	(4,520	)	$	205,011
Fixed income		90,592		595		(798	)		90,389
Convertible		43,607		102		(200	)		43,509
Other		1,637		56		(230	)		1,463
Total available-for-sale securities	$	341,032	$	5,088	$	(5,748	)	$	340,372
CFS securities:
Funds
Equity	$	3,004	$	723	$	—		$	3,727
Common stock		57		68		—			125
Total CFS securities	$	3,061	$	791	$	—		$	3,852
Total investment securities								$	344,224

	December 31, 2011
(in thousands)	Cost		Unrealized Gains		Unrealized Losses			Fair Value
Available-for-sale securities:
Funds
Equity	$	179,686	$	8,703	$	(15,052	)	$	173,337
Fixed income		88,329		14		(4,566	)		83,777
Convertible		47,481		9,801		(678	)		56,604
Other		1,556		27		(337	)		1,246
Total available-for-sale securities	$	317,052	$	18,545	$	(20,633	)	$	314,964
CFS securities:
Funds
Equity	$	3,004	$	399	$	—		$	3,403
Common stock		55		74		—			129
Total CFS securities	$	3,059	$	473	$	—		$	3,532
Total investment securities								$	318,496

	Three Months Ended September 30, 2012							Three Months Ended September 30 , 2011
(in thousands)	Before-Tax Amount		Tax (Provision) Benefit			After-Tax Amount		Before-Tax Amount			Tax (Provision) Benefit		After-Tax Amount
Available-for-sale securities:
Changes in unrealized gains (losses)	$	15,115	$	(1,234	)	$	13,881	$	(43,337	)	$	3,507	$	(39,830	)
Reclassification adjustment for realized gains (losses) included in income		534		(42	)		492		(9,426	)		761		(8,665	)
Other comprehensive income (loss)	$	15,649	$	(1,276	)	$	14,373	$	(52,763	)	$	4,268	$	(48,495	)

	Nine Months Ended September 30, 2012									Nine Months Ended September 30 , 2011
(in thousands)	Before-Tax Amount			Tax (Provision) Benefit			After-Tax Amount			Before-Tax Amount			Tax (Provision) Benefit		After-Tax Amount
Available-for-sale securities:
Changes in unrealized gains (losses)	$	21,469		$	(1,753	)	$	19,716		$	(22,958	)	$	1,832	$	(21,126	)
Reclassification adjustment for realized gains included in income		(20,040	)		1,637			(18,403	)		(28,274	)		2,286		(25,988	)
Other comprehensive income (loss)	$	1,429		$	(116	)	$	1,313		$	(51,232	)	$	4,118	$	(47,114	)

In order to reduce the volatility equity markets have on the fair value of the Company’s corporate investment portfolio and to assist in compliance with its debt covenants, the Company uses exchange traded option contracts as an economic hedge of price changes in its investment securities portfolio. The Company's corporate investment portfolio consists of cash and cash equivalents, investment securities, partnership investments and derivative assets and liabilities. The equity price risk in the investment portfolio is hedged using exchange-traded option contracts that correlate most closely with the change in value of the portfolio being hedged. The use of these option contracts is part of a hedge overlay strategy to minimize downside risk in the hedged portfolio, while participating in a portion of the upside of a market rally. The Company may adjust its hedge position in response to movement and volatility in prices and changes in the composition of the hedged portfolio, but generally is not actively buying and selling contracts.

The fair value of option contracts is reported in derivative assets and derivative liabilities in the consolidated statements of financial condition. Net gains and losses on these contracts are reported in investment and other income in the consolidated statements of operations with net losses of $1.2 million and net gains of $7.8 million for the quarter ended September 30, 2012 and 2011, respectively. Net losses of $9.5 million and $798,000 were recorded for the nine months ended September 30, 2012 and 2011, respectively. The Company is using these derivatives for risk management purposes but has not designated the contracts as hedges for accounting purposes.

The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 — observable inputs such as quoted prices for identical assets and liabilities in active markets; Level 2 — inputs, other than the quoted prices in active markets, that are observable either directly or indirectly (including quoted prices of similar securities, interest rates, credit risk, etc.); and Level 3 — unobservable inputs in which there is little or no market data, and require the reporting entity to develop its own assumptions. For each period presented, the Company did not have any assets or liabilities measured at fair value using Level 3 measurements. Transfers between levels are measured at the end of the reporting period. During the second quarter of 2012, the Company transferred $7.7 million of foreign securities from Level 1 to Level 2. These transfers were due to the Company now using applied factors that utilize a systematic fair valuation model on securities that trade on certain foreign exchanges. The Company had no additional transfers between levels during the reporting periods.

Investments are presented in the consolidated financial statements at fair value in accordance with GAAP. Investments in open-end funds are stated at fair value based on end of day published net asset values of shares owned by the Company. Investments in securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. Foreign securities trading on foreign exchanges or over-the-counter markets may be valued utilizing a valuation model provided by an independent pricing service to reflect the impact of movement in the U.S. market after the foreign markets close. Other securities, including derivatives, traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last quoted bid price. However, call options written are reported at the last quoted ask price. Other securities for which quotations are not readily available are valued at fair value based on observable inputs such as market prices for similar instruments as validated by third party pricing agencies and the Company’s prime broker.

			Fair Value Measurements Using
(in thousands) Description	September 30, 2012		Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)
Cash and cash equivalents
Money market funds	$	1,936	$	1,936	$	—
Investment securities (Note 4)
Funds
Equity		208,738		208,738		—
Fixed income		90,389		90,389		—
Convertible		43,509		43,509		—
Other		1,463		1,463		—
Total Funds		344,099		344,099		—
Common stock		125		125		—
Investment securities		344,224		344,224		—
Derivative assets (Note 5)
Exchange-traded put option contracts		47		47		—

Securities owned by the partnership (Note 6)
Common stocks		12,971		4,189		8,782
Short term investments		703		703		—
		13,674		4,892		8,782
Total	$	359,881	$	351,099	$	8,782

				Fair Value Measurements Using
(in thousands) Description	December 31, 2011			Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Other Observable Inputs (Level 2)
Cash and cash equivalents
Money market funds	$	3,983		$	3,983		$	—
Investment securities (Note 4)
Funds
Equity		176,740			176,740			—
Fixed income		83,777			83,777			—
Convertible		56,604			56,604			—
Other		1,246			1,246			—
Total Funds		318,367			318,367			—
Common stock		129			129			—
Investment securities		318,496			318,496			—

Derivative assets (Note 5)
Exchange-traded put option contracts		1,018			1,018			—

Derivative liabilities (Note 5)
Exchange-traded call option contracts		(3,844	)		(3,844	)		—

Securities owned by the partnership (Note 6)
Common stocks		11,471			11,261			210
Fixed income		626			—			626
		12,097			11,261			836
Securities sold but not yet purchased of the partnership (Note 6)
Common stocks		(72	)		(72	)		—
Exchange-traded call option contracts		(31	)		(31	)		—
		(103	)		(103	)		—
Total	$	331,647		$	330,811		$	836

The fair value of long-term debt, not measured at fair value in the consolidated financial statements, was $109.5 million and $109.6 million, respectively at September 30, 2012 and December 31, 2011. The carrying value was $92.1 million at September 30, 2012 and December 31, 2011. These fair value estimates are calculated using discounted cash flows based on the Company’s incremental borrowing rates for the debt and market inputs for similar bonds at the measurement date, and are Level 2 inputs within the fair value hierarchy.

The Company has access to margin loans for the settlement of call options, as well as an additional source of liquidity. The interest rates that can be charged on margin loans range from 1.75% to 2.50% per annum, based on the Company’s average debt balance and brokerage firm’s lending rate. These loans are due on demand. The Company can borrow up to 70% of its marginable securities on deposit with its brokerage firm. The Company had no margin loan balances outstanding at September 30, 2012 and December 31, 2011.

Under the Company’s incentive compensation plan, certain employees of the Company receive stock based compensation comprised of stock options and restricted stock units (RSUs). Historically, RSUs have been settled with newly issued shares so that no cash was used by the Company to settle awards; however, the Company may also use treasury shares upon the exercise of stock options and upon conversion of RSUs. The Company’s Annual Report on Form 10-K for the year ended December 31, 2011 provides details of this plan and its provisions.

During the nine months ended September 30, 2012, 332,225 RSUs vested with 72,967 units withheld for taxes and 259,258 RSUs converted into an equal number of shares of CAM’s Class A common stock. The total intrinsic value and the fair value of the converted shares was $3.2 million. The total tax benefit realized in connection with the vesting of the RSUs during the nine months ended September 30, 2012 was $367,000, as the Company receives tax benefits based upon the portion of Calamos Investments’ expense that it recognizes.

During the nine months ended September 30, 2012 and 2011, compensation expenses recorded in connection with the RSUs and stock options were $3.3 million and $5.9 million, respectively, of which $726,000 and $1.3 million, respectively, were credited as additional paid-in capital after giving effect to the non-controlling interests. The amount of deferred tax asset created was $269,000 and $474,000 during the nine months ended September 30, 2012 and 2011, respectively. As of September 30, 2012, $13.9 million of total unrecognized compensation expense related to unvested stock option and RSU awards is expected to be recognized over a weighted-average period of 4.0 years.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
(in thousands)
Interest income	$	107		$	93		$	291		$	215
Interest expense		(1,503	)		(1,521	)		(4,511	)		(5,147	)
Net interest expense		(1,396	)		(1,428	)		(4,220	)		(4,932	)

Investment income		3,187			13,229			22,811			20,678
Dividend income		877			767			2,453			2,367
Miscellaneous other income		88			42			244			145
Investment and other income		4,152			14,038			25,508			23,190
Non-operating income	$	2,756		$	12,610		$	21,288		$	18,258

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
(in thousands)
Income tax provision	$	2,314		$	4,938		$	10,879		$	11,895
Income tax (provision) benefit attributable to non-controlling interest in Calamos Investments		377			(160	)		183			(432	)
Income taxes attributable to CAM		2,691			4,778			11,062			11,463
Net income attributable to CAM		4,733			4,609			13,586			15,934
Income before taxes attributable to CAM	$	7,424		$	9,387		$	24,648		$	27,397
CAM’s effective income tax rate		36.2	%		50.9	%		44. 9	%		41.8	%

As of December 31, 2011, the Company’s capital loss carryforward was $27.6 million, of which $21.8 million will expire in 2013 and $5.8 million will expire in 2014, if not used before the expiration dates. As of September 30, 2012, the Company’s valuation allowance on this deferred tax asset was $7.1 million. Excluding the deferred tax valuation allowance, our effective income tax rate would be 36.2% and 37.2% for the third quarter and first nine months ended September 30, 2012, respectively, and 38.1% and 37.5% for the third quarter and first nine months ended September 30, 2011, respectively.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2012		2011		2012		2011
Earnings per share – basic
Earnings available to common shareholders	$	4,733	$	4,609	$	13,586	$	15,934
Weighted average shares outstanding		20,374		20,127		20,317		20,096
Earnings per share – basic	$	0.23	$	0.23	$	0.67	$	0.79

Earnings per share – diluted
Earnings available to common shareholders	$	4,733	$	4,609	$	13,586	$	15,934
Weighted average shares outstanding		20,374		20,127		20,317		20,096
Dilutive impact of restricted stock units		429		510		381		483
Weighted average diluted shares outstanding		20,803		20,637		20,698		20,579
Earnings per share – diluted	$	0.23	$	0.22	$	0.66	$	0.77

When dilutive, diluted shares outstanding are calculated (a) assuming that Calamos Interests exchanged all of their ownership interest in Calamos Investments and their CAM Class B common stock for shares of CAM’s Class A common stock (the Exchange) and (b) including the effect of outstanding dilutive equity incentive compensation awards. As of September 30, 2012 and 2011, the impact of the Exchange was anti-dilutive and, therefore, excluded from the calculation of diluted earnings per share.

The Company uses the treasury stock method to reflect the dilutive effect of unvested RSUs and unexercised stock options on diluted earnings per share. Under the treasury stock method, if the average market price of common stock increases above the option’s exercise price, the proceeds that would be assumed to be realized from the exercise of the option would be used to acquire outstanding shares of common stock. However, the awards may be anti-dilutive even when the market price of the underlying stock exceeds the option’s 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 upon exercise. The dilutive effect of such options and RSUs would increase the weighted average number of shares used in the calculation of diluted earnings per share.

The shares issued upon Exchange as presented are estimated solely on the formula as described in the Schedule 14C that does not necessarily reflect all inputs used in a fair valuation. It is critical to note that this formula does not incorporate certain economic factors and as such, in the event of an actual Exchange, the majority of the Company’s independent directors may determine the fair market value of CAM’s net assets and its ownership in Calamos Investments. For example, premiums and/or discounts for control and marketability as well as a different discount rate for future cash flows may be applied. Therefore, the directors’ valuation may result in the actual number of shares being materially different from the shares presented. Further, based upon currently available information, the Company believes it is extremely remote that any Exchange would transpire without a fair market valuation of CAM’s net assets and an agreement by Calamos Interests to Exchange, based upon that fair market valuation.

The Company has reviewed all newly issued accounting pronouncements that are applicable to its business and to the preparation of its consolidated financial statements, including those not yet required to be adopted. The Company does not believe any such pronouncements will have a material effect on the Company’s financial position or results of operations. Accounting guidance that either have become effective this year or will become effective in future years, with respect to the Company’s consolidated financial statements, are described below:

In December 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance that requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This guidance is effective for annual and interim periods beginning on or after January 1, 2013. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company’s effective date is January 1, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In September 2011, the FASB issued new guidance allowing an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. This guidance is effective and will be adopted by the Company at year-end when assessing impairment.

In June 2011, the FASB issued new guidance that requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. An entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The Company has elected the two separate but consecutive statements approach with the adoption of this guidance. This guidance is effective and was adopted by the Company during the first quarter of this year.

In May 2011, the FASB issued new guidance to clarify the application of existing fair value measurement requirements and to change particular principles or requirements for measuring fair value or for disclosing information about fair value measurements. This guidance is effective and was adopted by the Company during the first quarter of this year. The adoption of this guidance has resulted in the Company reporting the level in the fair value hierarchy and the observable inputs required for the calculation of the fair value of the Company’s long-term debt.

During October 2012, the Company formed a wholly owned limited liability company, which became the general partner of Calamos Arista Strategic Fund LP (formerly Black Strategic Fund, LP). Calamos Arista Strategic Fund LP is a U.S. feeder fund, which was previously managed by Black Capital, and feeds into Calamos Arista Strategic Master Fund Ltd. (formerly Black Strategic Master Fund Ltd.). During October 2012, Calamos Investments invested $18 million of seed capital into Calamos Arista Strategic Fund LP. As the general partner of Calamos Arista Strategic Fund LP, the Company will have certain rights, including rights to any incentive fees that may be earned from the net profits of the master fund. As a result of the Company’s control, both funds will be consolidated into the Company’s financial statements during the fourth quarter of 2012.

We are a firm of 349 full-time associates that primarily provides investment advisory services to institutions and individuals, managing and servicing $34.3 billion in Total Assets as of September 30, 2012. Beginning this quarter we began reporting Total Assets. Total Assets includes assets under management totaling $33.2 billion as well as model-based strategies totaling $1.1 billion for separately managed accounts in which we provide model portfolio design and oversight. Prior to July 2012, model-based strategy balances were immaterial and therefore not disclosed.

Our operating results fluctuate primarily due to changes in the total value and composition of our Total Assets. The value and composition of our Total Assets are, and will continue to be, influenced by a variety of factors including: purchases and redemptions of shares of open-end funds; net inflows into and withdrawals from separate accounts that we manage; fluctuations in the financial markets around the world that result in appreciation or depreciation of Total Assets; and the number and types of our investment strategies and products.

Our revenues are substantially comprised of investment management fees earned under contracts with Funds and separate accounts that we manage or service. Our revenues are also comprised of distribution and underwriting fees, including asset-based distribution 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 Total Assets; market appreciation and depreciation on investments; the level of net inflows and outflows, which represent the sum of new and existing client funding, withdrawals and terminations; and purchases and redemptions of open-end fund shares. The mix of Total Assets among our investment products impacts our revenues as our fee schedules vary by product.

Our largest operating expenses are typically related to: employee compensation and benefits expenses, which includes salaries, incentive compensation and related benefits costs; distribution expenses, which includes open-end funds distribution cost, including Rule 12b-1 payments; marketing and sales promotion expenses, which includes expenses necessary to market products offered by us; and amortization of deferred sales commissions for open-end 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 open-end fund net sales and market appreciation or depreciation, and marketing-related expenses that include supplemental distribution payments.

	Three Months Ended September 30,												Nine Months Ended September 30,
							Change												Change
	2012			2011			Amount			Percent			2012			2011			Amount			Percent
(in millions)
Funds
Beginning assets under management	$	25,469		$	28,468		$	(2,999	)		(11	)%	$	25,045		$	27,352		$	(2,307	)		(8	)%
Net (redemptions)		(901	)		(633	)		(268	)		42			(1,473	)		(505	)		(968	)		*
Market appreciation (depreciation)		1,189			(3,522	)		4,711			*			2,185			(2,534	)		4,719			*
Ending assets under management		25,757			24,313			1,444			6			25,757			24,313			1,444			6
Average assets under management		25,655			26,739			(1,084	)		(4	)		26,119			27,964			(1,845	)		(7	)
Institutional
Beginning assets under management		5,650			6,239			(589	)		(9	)		5,505			5,559			(54	)		(1	)
Net purchases (redemptions)		191			(247	)		438			*			171			176			(5	)		(3	)
Market appreciation (depreciation)		352			(718	)		1,070			*			517			(461	)		978			*
Ending assets under management		6,193			5,274			919			17			6,193			5,274			919			17
Average assets under management		5,945			5,826			119			2			5,973			5,932			41			1
Managed Accounts
Beginning assets		2,265			2,645			(380	)		(14	)		2,227			2,503			(276	)		(11	)
Net redemptions		(29	)		(45	)		16			(36	)		(124	)		(71	)		(53	)		75
Market appreciation (depreciation)		107			(410	)		517			*			240			(242	)		482			*
Ending assets		2,343			2,190			153			7			2,343			2,190			153			7
Average assets		2,326			2,475			(149	)		(6	)		2,352			2,577			(225	)		(9	)
Total Assets
Beginning Total Assets		33,384			37,352			(3,968	)		(11	)		32,777			35,414			(2,637	)		(7	)
Net purchases (redemptions)		(739	)		(925	)		186			(20	)		(1,426	)		(400	)		(1,026	)		*
Market appreciation (depreciation)		1,648			(4,650	)		6,298			*			2,942			(3,237	)		6,179			*
Ending Total Assets		34,293			31,777			2,516			8			34,293			31,777			2,516			8
Average Total Assets	$	33,926		$	35,040		$	(1,114	)		(3	)%	$	34,444		$	36,473		$	(2,029	)		(6	)%

Net redemptions in our Funds were $901 million and $1.5 billion in the third quarter and first nine months of 2012, respectively, compared to net redemptions of $633 million and $505 million in the third quarter and first nine months of 2011. Net redemptions for both periods were, due largely to redemptions from our convertible strategies, which includes one fund that is currently closed to new purchases as well as redemptions from our U.S. growth funds. Excluding net redemptions in these funds would result in net sales for the quarter and nine months of 2012. Net sales were strongest in our global and international funds, which had net sales of $51 million and $624 million in the third quarter and nine months of 2012, respectively. Market appreciation in all of our Funds totaled $1.2 billion in the third quarter of 2012, an increase of $4.7 billion from depreciation of $3.5 billion in the third quarter of 2011. Market appreciation in all of our Funds totaled $2.2 billion in the first nine months of 2012, an increase of $4.7 billion from depreciation of $2.5 billion in the first nine months of 2011.

Separate accounts, which represent institutional and managed accounts, combined net purchases were $162 million and $47 million in the third quarter and first nine months of 2012, respectively, compared to net redemptions of $292 million and net purchases of $105 million in the third quarter and first nine months of 2011. Separate accounts combined market appreciation was $459 million and $757 million in the third quarter and first nine months of 2012, respectively, compared to market depreciation of $1.1 billion and $703

Operating income for the third quarter of 2012 of $31.7 million decreased by $998,000, or 3%, from the third quarter of 2011. Operating margin for the third quarter of 2012 increased to 38.8% from 37.8% from the third quarter of 2011. Operating income for the first nine months of 2012 decreased by 16% to $91.7 million from $109.4 million for the same period a year ago. Operating margin was 36.7% for the first nine months of 2012, a decline from 40.5% for the first nine months of 2011.

In order to grow assets under management, we engage in distribution and underwriting activities, principally with respect to our family of open-end funds. When analyzing our business, we consider the result of these distribution activities on a net revenue basis as they are typically a result of a single open-end fund share purchase. Generally accepted accounting principles in the United States (GAAP) requires that we present these activities on a gross revenue basis, thus resulting in a reduction to our overall operating margin, as the margin on distribution activities is lower than the margins on the remainder of our business. While we do not adjust our margin for these activities on a net revenue basis, we believe the margin table below is useful to understanding the impact of distribution activities on our margin.

Net distribution fee margin varies by share class because each share class has different distribution and underwriting activities, which are described in our 2011 Annual Report on Form 10-K. Distribution fee revenues and expenses vary with our average assets under management while deferred sales commissions are typically amortized on a straight-line basis with adjustments made upon redemption of existing assets. As a result, in periods of declining assets under management, our distribution margin will be more severely impacted by amortization expense.

	Three Months Ended September 30,										Nine Months Ended September 30,
					Change										Change
	2012		2011		Amount			Percent			2012		2011		Amount			Percent
(in thousands)
Investment management fees	$	64,402	$	65,646	$	(1,244	)		(2	)%	$	195,050	$	203,390	$	(8,340	)		(4	)%
Distribution and underwriting fees		16,684		20,041		(3,357	)		(17	)		52,444		64,096		(11,652	)		(18	)
Other		761		796		(35	)		(4	)		2,305		2,469		(164	)		(7	)
Total revenues	$	81,847	$	86,483	$	(4,636	)		(5	)%	$	249,799	$	269,955	$	(20,156	)		(7	)%

Investment management fees decreased 2% in the third quarter of 2012 compared to the third quarter of 2011, which was primarily due to a $1.1 billion, or 3%, decrease in average Total Assets for the same periods. Investment management fees from open-end funds decreased to $39.7 million for the third quarter of 2012, from $41.9 million for the third quarter of 2011, driven by a $1.2 billion decrease in open-end fund average assets under management. Investment management fees from our closed-end funds increased to $12.5 million for the third quarter of 2012 from $12.3 million for the third quarter of 2011, due to a $120 million increase in closed-end fund average assets under management. Investment management fees from our separately managed accounts were $12.2 million for the third quarter of 2012, an increase from $11.5 million for the third quarter of 2011. Investment management fees that we earned as a percentage of average Total Assets were 0.76% for the third quarter of 2012 compared to 0.74% for the third quarter of 2011.

Investment management fees decreased 4% in the first nine months of 2012 compared to the first nine months of 2011 primarily due to a $2.0 billion, or 6%, decrease in average Total Assets for the same periods. Investment management fees from open-end funds decreased to $121.3 million for the first nine months of 2012, from $130.0 million for the first nine months of 2011, driven by a $1.9 billion decrease in open-end fund average assets under management. Investment management fees from our closed-end funds increased to $37.2 million for the first nine months of 2012, from $37.0 million for the first nine months of 2011, driven by a $9 million increase in closed-end fund average assets under management. Investment management fees from our separately managed accounts were $36.5 million for the first nine months of 2012 an increase from $36.4 million for the first nine months of 2011. Investment management fees that we earned as a percentage of average Total Assets were 0.76% for the first nine months of 2012 compared to 0.75% for the first nine months of 2011.

Distribution and underwriting fees decreased by 17% in the third quarter of 2012 compared to the third quarter of 2011, partially due to a decrease of 6% in our average open-end fund assets for the same periods. Distribution and underwriting fees decreased by 18% in the first nine months of 2012 compared to the first nine months of 2011, partially due to a decrease of 8% in our average open-end fund assets for the same periods. The decreases in distribution and underwriting fees were also due to a shift in open-end fund assets from Class A, B and C shares to Class I shares. More open-end fund investors are choosing to compensate their financial advisors through fee based models, increasing the demand for and a shift in assets toward our Class I shares. Because we do not collect distribution fees from Class I shares, our distribution revenue has decreased with this shift in assets.

Operating expenses decreased by $3.6 million for the third quarter of 2012, reflecting decreases distribution expenses, amortization of deferred sales commissions, and general and administrative expenses, partially offset by increases in employee compensation and benefits expenses, and marketing and sales promotion expenses. Operating expenses decreased by $2.5 million for the first nine months of 2012, reflecting decreases in distribution expenses and amortization of deferred sales commission. These decreases were partially offset by increases to employee compensation and benefits expenses, marketing and sales promotion expenses, and general and administrative expenses.

	Three Months Ended September 30,										Nine Months Ended September 30,
					Change										Change
	2012		2011		Amount			Percent			2012		2011		Amount			Percent
(in thousands)
Employee compensation and benefits	$	19,781	$	19,458	$	323			2	%	$	62,926	$	60,299	$	2,627			4	%
Distribution expenses		15,011		16,797		(1,786	)		(11	)		46,371		53,306		(6,935	)		(13	)
Amortization of deferred sales commissions		946		1,760		(814	)		(46	)		3,621		4,958		(1,337	)		(27	)
Marketing and sales promotion		4,608		4,285		323			8			14,562		12,415		2,147			17
General and administrative		9,768		11,452		(1,684	)		(15	)		30,596		29,583		1,013			3
Total operating expenses	$	50,114	$	53,752	$	(3,638	)		(7	)%	$	158,076	$	160,561	$	(2,485	)		(2	)%

Employee compensation and benefits expense increased by $323,000 and $2.6 million for the third quarter and first nine months of 2012, respectively, when compared to the third quarter and first nine months of 2011, due to an increase in salary expense and accruals for performance-based incentive compensation, partially offset by lower equity compensation expenses. Equity compensation expenses decreased in the third quarter as a result of a reversal of expenses due to forfeitures. Salary expenses increased throughout the year due to increases in the number of associates we employ and our investment into more distribution and client focused personnel.

Distribution expenses decreased by $1.8 million and $6.9 million for the third quarter and first nine months of 2012, respectively, when compared to the third quarter and first nine months of 2011. The decreases were due to a reduction in average assets under management for open-end funds of 6% and 8% for the third quarter and first nine months of 2012, respectively, and a continued shift of average open-end fund assets to Class I shares which do not result in distribution expenses. These decreases were partially offset by increases in distribution expenses as a result of an increase in the average Class C shares assets older than one year. As Class C shares age past one year, the associated distribution fees are paid to broker-dealers and other intermediaries. As such, increases in the average Class C share assets older than one year results in an increase in distribution expenses.

Amortization of deferred sales commissions decreased by $814,000 and $1.3 million for the third quarter and first nine months of 2012, respectively, when compared to the third quarter and first nine months of 2011, due to the increase in the average Class C share assets older than one year and for the third quarter the increase in the average age of Class B share assets. As mentioned earlier, once Class C shares age past one year the associated distribution fees are no longer retained and amortized, but paid to broker-dealers and other intermediaries and recorded as distribution expenses. Hence, the aging of Class C shares reduces amortization of deferred sales commission, but increases distribution expenses.

Marketing and sales promotion increased by $323,000 and $2.1 million for the third quarter and first nine months of 2012, respectively, when compared to the third quarter and first nine months of 2011, largely the result of an increase in waived fund expenses which limit the annual ordinary operating expenses of each fund, and an increase in marketing and sales promotion expenses due to our increase spending to build awareness around our investment strategies. These increases were partially offset by a decrease in supplemental distribution payments to distribution intermediaries. Supplemental distribution payments are positively correlated with the levels of open-end fund assets that we manage.

General and administrative expenses decreased by $1.7 million for the third quarter of 2012, when compared to the third quarter of 2011, due to expenses incurred in 2011 related to the company’s initiative to review options for creating a greater degree of clarity regarding the firm’s total market capitalization. These decreases were partially offset by an increase in professional services expenses related to the acquisition of Black Capital, LLC (Black Capital). General and administrative expenses increased by $1.0 million for the first nine months of 2012, when compared to the first nine months of 2011. Many offsetting factors gave rise to the net increases in expenses during the periods. However, the main drivers to the increases for the first nine months of 2012 were travel expenses, professional services expenses related to the acquisition of Black Capital, client reimbursement related to trade correction expenses in the first quarter, and outsourcing of middle office functions.

Non-operating income, net of non-controlling interest in partnerships decreased by $10.9 million and increased by $1.5 million for the third quarter and first nine months of 2012, respectively, when compared to the third quarter and first nine months of 2011. The decrease in the third quarter of 2012 was due to a decrease in investment income of $10.0 million when compared to the third quarter of 2011. The main driver of this decrease was principally due to options contracts, which went from realized gains in the third quarter of 2011 to realized losses in the third quarter of 2012. The increase in the first nine months of 2012 was due to an increase in investment income of $2.1 million when compared to the first nine months of 2011. The increase in investment income in the first nine months of 2012 was a result of realized gains on our investments, as part of our tax harvesting strategy, partially offset by an increase in realized losses on option contracts.

	Three Months Ended September 30,									Nine Months Ended September 30,
	2012			2011			Change			2012			2011			Change
(in thousands)
Interest income	$	107		$	93		$	14		$	291		$	215		$	76
Interest expense		(1,503	)		(1,521	)		18			(4,511	)		(5,147	)		636
Net interest expense		(1,396	)		(1,428	)		32			(4,220	)		(4,932	)		712

Investment income		3,187			13,229			(10,042	)		22,811			20,678			2,133
Dividend income		877			767			110			2,453			2,367			86
Miscellaneous other income		88			42			46			244			145			99
Investment and other income		4,152			14,038			(9,886	)		25,508			23,190			2,318
Non-operating income		2,756			12,610			(9,854	)		21,288			18,258			3,030
Net (income) attributable to non-controlling interest in partnership investments		(1,058	)		—			(1,058	)		(1,572	)		(5	)		(1,567	)
Non-operating income, net of non- controlling interest in partnership investments	$	1,698		$	12,610		$	(10,912	)	$	19,716		$	18,253		$	1,463

	Three Months Ended September 30, 2012									Nine Months Ended September 30, 2012
	Non-Operating Income, net			Change in Accumulated Other Comprehensive Income			Total			Non-Operating Income, Net			Change in Accumulated Other Comprehensive Income			Total
(in thousands)
Funds and common stock	$	1,987		$	15,649		$	17,636		$	28,591		$	1,429		$	30,020
Partnership investments		2,436			—			2,436			3,674			—			3,674
Equity option contracts		(1,236	)		—			(1,236	)		(9,454	)		—			(9,454	)
Investment income		3,187			15,649			18,836			22,811			1,429			24,240
Dividend income		877						877			2,453						2,453
Non-controlling interest in partnership investments		(1,058	)					(1,058	)		(1,572	)					(1,572	)
Investment portfolio results	$	3,006					$	18,655		$	23,692					$	25,121
Less: Non-controlling interest in Calamos Investments LLC					(12,198	)								(1,117	)
Deferred income taxes					(1,276	)								(116	)
Change in accumulated other comprehensive income				$	2,175								$	196

Calamos Investments LLC (Calamos Investments) is subject to certain income-based state taxes; therefore, income taxes reflect not only the portion attributed to us but also income taxes attributable to non-controlling interests. Our effective income tax rate for the third quarter and first nine months of 2012 was approximately 36.2% and 44.9%, respectively, compared to 50.9% and 41.8% for the third quarter and first nine months of 2011. The first nine months of 2012 effective tax rates include the impact of an increase in the deferred tax valuation allowance of $1.9 million, to reduce our deferred income tax assets to an amount that is more likely than not to be realized. Excluding the deferred tax valuation allowance, our effective income tax rate would be 36.2% and 37.2% for the third quarter and first nine months ended September 30, 2012, respectively, and 38.1% and 37.5% for the third quarter and first nine months ended September 30, 2011, respectively.

Net income attributable to CAM was $4.7 million and $13.6 million for the third quarter and first nine months of 2012, respectively, compared to $4.6 million and $15.9 million for the third quarter and first nine months of 2011. Non-GAAP net income attributable to CAM was $6.5 million and $18.7 million for the third quarter and first nine months of 2012, respectively, compared to $6.6 million and $21.1 million for the third quarter and first nine months of 2011. See “Supplemental Non-GAAP Financial Measures” below for descriptions of non-GAAP financial measures and a reconciliation of non-GAAP financial measures to GAAP financial measures.

The Calamos Interests has reserved the right to exchange their interest in Calamos Investments for newly issued Class A common shares. At the time of exchange, the Calamos Interests would be granted Class A common shares with a value equal to the fair value of their ownership in Calamos Investments. The method for determining the number of shares the Calamos Interests receive upon exchange is described in Section 3 (c) (ii) of Article IV of the Second Amended and Restated Certificate of Incorporation of CAM. Based upon the number of outstanding shares of Class A common stock at September 30, 2012, and excluding the value of assets we own other than our 22.1% interest in Calamos Investments, such exchange would result in the Calamos Interests receiving 77.9% of CAM’s then outstanding Class A common stock.

We provide investors with certain adjusted, non-GAAP financial measures including non-GAAP net income attributable to CAM and non-GAAP diluted earnings per share. These non-GAAP financial measures are provided to supplement our consolidated financial statements presented on a GAAP basis. These non-GAAP financial measures adjust GAAP financial measures to include the tax benefit from the amortization of deferred taxes on intangible assets, and to exclude the increase in deferred tax valuation adjustment, certain professional service fees related to CAM’s review of options for creating a greater degree of clarity regarding our market capitalization and CAM’s non-operating income, net of taxes. We believe these adjustments are appropriate to enhance an overall understanding of our operating financial performance, as well as to facilitate comparisons with our historical earnings results. These adjustments to our GAAP results are made with the intent of providing investors a more complete understanding of our underlying earnings results and trends and our marketplace performance. In addition, these non-GAAP financial measures are among the primary indicators management uses as a basis of managing our business.

	Three Months Ended September 30,						Nine Months Ended September 30,

(in thousands)	2012			2011			2012			2011
Net income attributable to CAM	$	4,733		$	4,609		$	13,586		$	15,934
Adjustments:
Deferred tax amortization on intangible assets		1,979			1,979			5,937			5,936
Increase in deferred tax valuation allowance		-			1,200			1,900			1,200
Certain professional service fees, net of taxes		-			595			-			595
Non-operating income, net of taxes		(234	)		(1,737	)		(2,721	)		(2,517	)
Non-GAAP net income attributable to CAM	$	6,478		$	6,646		$	18,702		$	21,148
Diluted – Weighted average shares outstanding		20,802,592			20,636,776			20,698,105			20,578,804

Diluted earnings per share	$	0.23		$	0.22		$	0.66		$	0.77
Non – GAAP diluted earnings per share	$	0.31		$	0.32		$	0.90		$	1.03

The deferred tax assets from the Section 754 election allows for a quarterly reduction of $2.0 million in future income taxes owed by us through 2019, to the extent that a tax payable exists during the quarter. As a result, this cash savings will accrue solely for the benefit of the shareholders of CAM’s common stock. We believe that adjusting this item from the calculation of the above non-GAAP items can be a useful measure in allowing investors to see our performance. The change in the allowance on the deferred tax asset is excluded from the above non-GAAP items as it may fluctuate in future periods affecting prior period comparisons. Certain professional service fees related to CAM’s review of options for creating a greater degree of clarity regarding our market capitalization, and non-operating income are excluded from the above non-GAAP items as they can distort comparisons between periods. As noted above, we believe that measures excluding these items are useful in analyzing operating trends and allows for more comparability between periods, which may be useful to investors.

We believe that non-GAAP net income attributable to CAM and non-GAAP diluted earnings per share are useful measures of performance and may be useful to investors, because they provide measures of our core business activities adjusting for items that are non-cash and costs that may distort comparisons between periods. These measures are provided in addition to our net income attributable to CAM and diluted earnings per share calculated under GAAP, but are not substitutes for those calculations.

We manage our liquidity position to ensure adequate resources are available to fund ongoing operations of the business, provide seed capital for new funds, maintain a strong investment-grade credit rating, provide conservative levels of capital for our regulated subsidiaries and invest in other corporate strategic initiatives. Our principal sources of liquidity are cash flows from operating activities and our corporate investment portfolio, which is comprised of cash and cash equivalents, investment securities, derivatives and partnership investments. Investment securities are principally comprised of Company-managed Funds.

The deferred tax assets above include an annual reduction of $7.9 million in future income taxes owed by us through 2019. This reduction results from our election under Section 754 of the Internal Revenue Code, whereby we stepped up the tax basis in certain intangible assets to their fair market value. These assets are amortized over fifteen years on CAM’s tax return. As a result, this cash savings will accrue solely for the benefit of the shareholders of CAM’s common stock.

Net cash used in investing activities totaled $14.3 million for the nine months ended September 30, 2012. The net cash used in investing activities primarily represents net cash outflows on our derivatives of $12.3 million, which are used as economic hedges against the equity price risk in our investment portfolio. Net cash outflows were also a result of an investment of $10.0 million in our new sponsored global fund, and the purchase of Black Capital. These outflows were partially offset by the liquidation of one of our sponsored funds totaling $17.0 million. The remaining sales and re-purchases of investing activities resulted in little change in cash used in investing activities. These sales and re-purchases of investments were the result of us realizing gains on our investment securities as a result of our tax harvesting strategy.

Net cash used in financing activities totaled $61.4 million for the nine months ended September 30, 2012, largely representing pro rata distributions from Calamos Investments paid to non-controlling interests in the amount of $55.2 million and dividends paid to CAM’s common shareholders in the amount of $6.1 million. Pro rata distributions from Calamos Investments were also paid to CAM in the amount of $15.8 million. These distributions are not reflected in the net cash flows used in financing activities; however they increase the cash available exclusively to the CAM’s common shareholders. We expect cash flows from financing activities to change with tax distributions based on the levels of income that we generate.

Our significant accounting policies are summarized 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, 2011. 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, 2011. With the exception of changes made in our deferred tax assets valuation allowance described below, there were no other significant changes in our significant accounting policies or critical accounting policies during the nine months ended September 30, 2012.

Management judgment is required in developing its provision for income taxes, including the determination of deferred tax assets and liabilities and any valuation allowances that might be required against deferred tax assets. During the second quarter we recorded a $1.9 million valuation allowance to reduce our deferred income tax assets to an amount that is more likely than not to be realized based on available evidence at the time the estimate was made. The valuation allowance on the deferred tax assets relates to our capital loss carryforward. Determining a valuation allowance requires management to make significant judgments and assumptions. In determining a valuation allowance we use historical and forecasted future realized and unrealized gains and losses on our investments, and future tax planning strategies. Each quarter we re-evaluate our estimate related to the valuation allowance, including our assumptions about future taxable income.

We believe that the accounting estimate related to the valuation allowance, recorded against this deferred tax asset is a critical accounting estimate because the underlying assumptions can change from period to period. For example, tax law changes or market appreciation/depreciation on investments could result in a change in the valuation allowance. If we were not able to realize all or part of our net deferred tax assets in the future, a significant adjustment to our deferred tax asset valuation allowance would be charged to income tax provision in that period.

CAM is comprised of two groups of assets: a) CAM’s 22.1% ownership interest in Calamos Investments and b) assets other than its interest in Calamos Investments (Other Assets). Because CAM controls the operations of Calamos Investments, CAM presents the entire operations of Calamos Investments with its own in the consolidated financial statements. The Calamos Interests’ 77.9% ownership in Calamos Investments is presented as non-controlling interest in the consolidated financial statements. Prior to March 1, 2009, in addition to the approximately 20 million outstanding Class A common shares, we added 77 million shares to reflect Calamos Interests’ ownership in Calamos Investments. The resulting share count provided a reasonable proxy for the number of shares used in determining the market capitalization of the fully consolidated company.

During 2009, the ownership structure of Calamos Investments was de-unitized and as a result, Calamos Interests’ ownership in Calamos Investments is no longer reflected in the diluted share count presented in CAM’s financial statements. Therefore, the determination of the market capitalization of the fully consolidated business cannot be easily determined by the product of share price and weighted average number of shares. There is a divergence within the financial community on how to calculate CAM’s market capitalization with some basing it solely on the outstanding share count of CAM’s Class A common stock and others grossing-up CAM’s outstanding Class A shares by its 22.1% ownership in Calamos Investments. The following illustration and accompanying table highlight the uniqueness of CAM’s ownership structure in determining the fully consolidated market capitalization. This illustration is based on the closing price of CAM’s Class A common stock of $11.64 on September 30, 2012.

Other Assets as of September 30, 2012, included cash and cash equivalents and current income tax receivables with a combined book value of $64.7 million, which approximates fair value, as well as net deferred tax assets with a book value of $56.3 million. The most significant deferred tax asset relates to an election made under section 754 of the Internal Revenue Code following CAM’s initial public offering that expires in 2019, which allows CAM to reduce future income tax payments by $7.9 million annually.

The net present value of the net deferred tax assets is $35.0 million if a hypothetical 12% discount rate were applied over the remaining life of the assets. Using this assumption, Other Assets would collectively have a discounted present value of $99.7 million, or $4.89 per share. Assuming CAM’s stock price fully reflects the Other Assets’ discounted present value of $4.89 per share, it can be inferred that CAM’s remaining stock price of $6.75 ($11.64 - $4.89) would be attributable to CAM’s 22.1% ownership interest in Calamos Investments. With these assumptions, the market capitalization associated with CAM’s ownership in Calamos Investments can be estimated by multiplying CAM’s share price attributable to Calamos Investments ($6.75) by the number of CAM’s Class A common shares outstanding (20.4 million) to yield an estimated market capitalization of $137.6 million as of September 30, 2012. This result, however, must be divided by CAM’s 22.1% ownership of Calamos Investments to determine the total implied market capitalization of Calamos Investments of $623.1 million. Adding the discounted present value of CAM’s Other Assets to the market capitalization of Calamos Investments indicates that the fully consolidated market capitalization of CAM would be estimated at $722.8 million as of September 30, 2012.

	No Recognition of CAM's Other Assets		Full Recognition of CAM's Other Assets
(in thousands, except share data) (1)	Ownership in Calamos Investments	Other Assets	Ownership in Calamos Investments	Other Assets
Divide:
Discounted value of CAM's Other Assets		-		$99,697
Class A shares outstanding at September 30, 2012		20,386,015		20,386,015
Discounted value per share of CAM's Other Assets		-		$4.89

Multiply:
Share price attributed to assets	$11.64	-	$6.75	$4.89
Class A shares outstanding at September 30, 2012	20,386,015	20,386,015	20,386,015	20,386,015
Market capitalization of outstanding shares	$237,293	-	$137,596	$99,697

Divide by:
CAM’s percentage ownership	22.1%	100%	22.1%	100%
Market capitalization associated with CAM's assets	$1,074,571		$623,097	$99,697
Fully consolidated market capitalization	$1,074,571		$722,794

Similarly, our Board of Directors may be required to determine the fair values of CAM’s assets. This requirement would be necessitated should the Calamos Interests choose to exchange their ownership interest in Calamos Investments for shares of CAM’s Class A common stock (the Exchange). Effective March 1, 2009, the Exchange provisions as set forth in CAM’s Schedule 14C filed with the Securities and Exchange Commission on January 12, 2009 require that the Exchange be based on a fair value approach. Assuming that our Board of Directors used the market price of CAM’s Class A share common stock as the basis for determining fair value, the following table presents a likely range of the number of CAM shares of Class A common stock that the Calamos Interests would have received upon Exchange at September 30, 2012:

(in thousands, except share data) (1)	No Recognition of CAM's Other Assets			Full Recognition of CAM's Other Assets

Market capitalization associated with CAM's investment in Calamos Investments (see table above)	$	1,074,571			$	623,097

Multiply by:
Calamos Interests ownership in Calamos Investments		77.9	%			77.9	%
Calamos Interests’ value exchanged for Class A common stock	$	837,278			$	485,501

Divide by:
Share price of CAM Class A common stock	$	11.64			$	11.64
Shares issued to the Calamos Interests upon Exchange		71,931,434				41,710,042

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 and financial performance, strategies, expectations and competitive environment, and regulations. These forward-looking statements may include, without limitation: statements regarding proposed new products; results of operations or liquidity; projections, predictions, expectations, estimates or forecasts of our business; financial and operating results and future economic performance; market capitalization; management’s goals and objectives; and other similar expressions concerning matters that are not historical facts.

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 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: 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; unsatisfactory service levels by third party vendors; the inability to maintain compliance with financial covenants; the performance of our investment strategies and corporate investment portfolio; our ownership and organizational structure; general and prolonged declines in the prices of securities; realization of deferred income tax assets; significant changes in market conditions and the economy that require a modification to our business plan; catastrophic or unpredictable events; the loss of key executives; the unavailability, consolidation and elimination of third-party retail distribution channels; increased costs of and timing of payments related to distribution; failure to recruit and retain qualified personnel; a loss of assets, and thus revenues; fluctuation in the level of our expenses; fluctuation in foreign currency exchange rates with respect to our global operations and business; changes in accounting estimates; poor performance of our largest funds; damage to our reputation; and the extent and timing of any share repurchases.

Further, the value and composition of our Total Assets managed or serviced 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; fluctuation in both the underlying value and liquidity of the financial markets around the world that result in appreciation or depreciation of Total Assets managed or serviced; open-end fund capital gain distributions; our ability to access capital markets; our introduction of new investment strategies, products and programs; our ability to educate our clients about our investment philosophy and provide them with best-in-class service; the relative investment performance of our 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; our decision to open or close products and strategies; and our ability to execute on our strategic plan to expand the business. Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 discusses some of these and other important factors in detail under the caption “Risk Factors.”

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, 2012, 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.

3(i)	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2009).

3(ii)	Second Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2009).

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).

10.4	Amendment No. 2 to the Employment Agreement by the Registrant and Nick P. Calamos (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2012).

10.5	Employment Agreement between Calamos Advisors LLC and Gary D. Black (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2012).

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.

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED: September 30, 2012

or

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

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

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

Large accelerated filer £	Accelerated filer R	Non-accelerated filer £	Smaller reporting company £
	(Do not check if a smaller reporting company)

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	34
Item 4. Controls and Procedures	34
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	35
Item 6. Exhibits	36
SIGNATURES	37

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Exchange of Calamos Interests’ ownership in Calamos Investments for shares of Class A common stock		41,710,042		37,051,779		41,710,042		37,051,779
Restricted stock units		6,934		527,413		--		--
Stock options		2,196,591		2,349,921		2,196,591		2,349,921
Total		43,913,567		39,929,113		43,906,633		39,401,700

	September 30 ,
(in millions)	2012		2011
Funds
Open-end funds	$	20,213	$	19,257
Closed-end funds		5,544		5,056
Total Funds		25,757		24,313
Separate Accounts
Institutional accounts		6,193		5,274
Managed accounts		2,343		2,190
Total separate accounts		8,536		7,464
Total Assets	$	34,293	$	31,777

Covenant	Results as of September 30, 2012
EBITDA/interest expense — not less than 3.0		22.65
Debt/EBITDA — not more than 2.75		0.68
Investment coverage ratio — not less than 1.175		4.55
Net worth — not less than $160 million	$	337,296

Date: November 7, 2012	By: /s/ Nimish S. Bhatt
	Name: Nimish S. Bhatt
	Title: Senior Vice President and Chief Financial Officer