##### Table of Contents



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 1934FOR THE QUARTERLY PERIOD ENDED:
 March 31, 2008
 - 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
    
    32-0122554(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 2020 Calamos Court, Naperville, Illinois
    
    60563(Address of Principal Executive Offices)
    
    (Zip Code)
 (630) 245-7200
 
 þ o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATURESEmployment Agreement with James F. BakaForm of Employee Equity Award StatementForm of Non-Employee Director Equity Award StatementCertificationCertificationSection 906 CertificationSection 906 Certification    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share data)
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETS:Current assetsCash and cash equivalents
    
    $
    69,056
    
    
    $
    108,441Receivables:Affiliates and affiliated funds
    
    
    23,925
    
    
    
    27,641Customers
    
    
    10,273
    
    
    
    11,699Investment securities
    
    
    496,509
    
    
    
    535,476Partnership investments and offshore funds
    
    
    332,934
    
    
    
    353,004Prepaid expenses
    
    
    3,991
    
    
    
    3,139Deferred tax assets, net
    
    
    10,523
    
    
    
    6,926Other assets
    
    
    2,969
    
    
    
    2,206Total current assets
    
    
    950,180
    
    
    
    1,048,532Non-current assetsDeferred tax assets, net
    
    
    82,977
    
    
    
    83,358Deferred sales commissions
    
    
    30,778
    
    
    
    34,076Property and equipment, net of accumulated depreciation ($24,308 at 3/31/08 and $21,841 at 12/31/07)
    
    
    48,486
    
    
    
    48,420Other non-current assets
    
    
    3,155
    
    
    
    3,286Total non-current assets
    
    
    165,396
    
    
    
    169,140Total assets
    
    
    1,115,576
    
    
    
    1,217,672LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilitiesAccounts payable:Brokers
    
    
    17,284
    
    
    
    19,950Affiliates and affiliated funds
    
    
    428
    
    
    
    372Accrued compensation and benefits
    
    
    5,867
    
    
    
    26,462Interest payable
    
    
    8,363
    
    
    
    12,636Accrued expenses and other current liabilities
    
    
    6,766
    
    
    
    9,257Total current liabilities
    
    
    38,708
    
    
    
    68,677Long-term liabilitiesLong-term debt
    
    
    525,000
    
    
    
    525,000Other long-term liabilities
    
    
    9,888
    
    
    
    8,876Total long-term liabilities
    
    
    534,888
    
    
    
    533,876Total liabilities
    
    
    573,596
    
    
    
    602,553Minority interest in partnership investments and offshore funds
    
    
    64,650
    
    
    
    49,177Minority interest in Calamos Holdings LLC
    
    
    276,874
    
    
    
    352,205Stockholders equity:Class A Common Stock, $0.01 par value; authorized 600,000,000 shares; 23,453,073 shares issued and
20,112,273 shares outstanding at March 31, 2008; 23,324,082 shares issued and 20,871,982 shares
outstanding at December 31, 2007
    
    
    235
    
    
    
    233Class B Common Stock, $0.01 par value; authorized 1,000 shares; issued and outstanding 100 shares
    
    
    0
    
    
    
    0Additional paid-in capital
    
    
    214,191
    
    
    
    198,924Retained earnings
    
    
    68,347
    
    
    
    70,102Accumulated other comprehensive income
    
    
    235
    
    
    
    5,081Treasury stock at cost; 3,340,800 shares at March 31, 2008 and 2,452,100 shares at December 31, 2007
    
    
    (82,552
    )
    
    
    (60,603
    )Total stockholders equity
    
    
    200,456
    
    
    
    213,737Total liabilities, minority interest and stockholders equity
    
    $
    1,115,576
    
    
    $
    1,217,672
  -2-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2008 and 2007
(in thousands, except share data)
(unaudited)
 2008
    
    
    2007Revenues:Investment management fees
    
    $
    77,274
    
    
    $
    78,475Distribution and underwriting fees
    
    
    32,470
    
    
    
    36,181Other
    
    
    949
    
    
    
    1,044Total revenues
    
    
    110,693
    
    
    
    115,700Expenses:Employee compensation and benefits
    
    
    23,460
    
    
    
    20,766Distribution and underwriting expense
    
    
    24,158
    
    
    
    25,027Amortization of deferred sales commissions
    
    
    6,120
    
    
    
    7,878Marketing and sales promotion
    
    
    3,036
    
    
    
    3,482General and administrative
    
    
    9,490
    
    
    
    8,392Total operating expenses
    
    
    66,264
    
    
    
    65,545Operating income
    
    
    44,429
    
    
    
    50,155Other income (expense):Net interest income (expense)
    
    
    (7,254
    )
    
    
    1,994Investment and other income (loss)
    
    
    (46,774
    )
    
    
    392Minority interest in partnership investments and offshore funds
    
    
    12,459
    
    
    
    751Total other income (expense), net
    
    
    (41,569
    )
    
    
    3,137Income before minority interest in Calamos Holdings LLC and income taxes
    
    
    2,860
    
    
    
    53,292Minority interest in Calamos Holdings LLC
    
    
    2,108
    
    
    
    40,708Income before income taxes
    
    
    752
    
    
    
    12,584Income taxes
    
    
    303
    
    
    
    5,050Net income
    
    $
    449
    
    
    $
    7,534Earnings per shareBasic
    
    $
    0.02
    
    
    $
    0.32Diluted
    
    $
    0.02
    
    
    $
    0.32Weighted average shares outstandingBasic
    
    
    20,337,038
    
    
    
    23,324,182Diluted
    
    
    97,621,495
    
    
    
    100,764,966Cash dividends per share
    
    $
    0.11
    
    
    $
    0.11
  -3-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Three Months Ended March 31, 2008
(in thousands)
(unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    TreasuryStock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    Stock
    
    
    TotalBalance at December 31, 2007
    
    $
    233
    
    
    $
    198,924
    
    
    $
    70,102
    
    
    $
    5,081
    
    
    $
    (60,603
    )
    
    $
    213,737Net income
    
    
    
    
    
    
    
    
    
    
    449
    
    
    
    
    
    
    
    
    
    
    
    449Changes in unrealized gains
(losses) on available-for-sale
securities, net of minority
interest and income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,704
    )
    
    
    
    
    
    
    (4,704
    )Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,255
    )Issuance of common stock (128,991
Class A common shares)
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sale of Calamos Holdings LLC
membership units (888,700 units)
    
    
    
    
    
    
    17,364
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,364Repurchase of common stock
(888,700 Class A common shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,949
    )
    
    
    (21,949
    )Cumulative impact of changes in
ownership of Calamos Holdings LLC
    
    
    
    
    
    
    (2,465
    )
    
    
    7
    
    
    
    (142
    )
    
    
    
    
    
    
    (2,600
    )Compensation expense recognized
under stock incentive plans, net
of minority interest
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    370Dividends declared
    
    
    
    
    
    
    
    
    
    
    (2,211
    )
    
    
    
    
    
    
    
    
    
    
    (2,211
    )Balance at March 31, 2008
    
    $
    235
    
    
    $
    214,191
    
    
    $
    68,347
    
    
    $
    235
    
    
    $
    (82,552
    )
    
    $
    200,456
  -4-




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CALAMOS ASSET MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2008 and 2007
(in thousands)
(unaudited)
 2008
    
    
    2007Cash and cash equivalents at beginning of year
    
    $
    108,441
    
    
    $
    328,841Cash flows from operating activities:Net income
    
    
    449
    
    
    
    7,534Adjustments
to reconcile net income to net cash provided by operating activities:Minority interest in Calamos Holdings LLC
    
    
    2,108
    
    
    
    40,708Minority interest in partnership investments and offshore funds
    
    
    (12,459
    )
    
    
    (751
    )Amortization of deferred sales commissions
    
    
    6,120
    
    
    
    7,878Other depreciation and amortization
    
    
    2,599
    
    
    
    1,985Unrealized depreciation on CFS securities, partnership investments and offshore funds
    
    
    49,692
    
    
    
    950Deferred taxes
    
    
    (272
    )
    
    
    1,098Stock-based compensation
    
    
    1,779
    
    
    
    1,622Employee taxes paid on vesting under stock incentive plans
    
    
    (1,715
    )
    
    
    (1,853
    )(Increase) decrease in assets:Accounts receivable:Affiliates and affiliated mutual funds
    
    
    3,716
    
    
    
    830Customers
    
    
    1,426
    
    
    
    1,103Deferred sales commissions
    
    
    (2,822
    )
    
    
    (3,024
    )Other assets
    
    
    (1,905
    )
    
    
    (1,313
    )Increase (decrease) in liabilities:Accounts payable
    
    
    (2,610
    )
    
    
    (640
    )Accrued compensation and benefits
    
    
    (20,595
    )
    
    
    (16,017
    )Other liabilities and accrued expenses
    
    
    (5,270
    )
    
    
    2,896Net cash provided by operating activities
    
    
    20,241
    
    
    
    43,006Cash flows used in investing activities:Net additions to property and equipment
    
    
    (2,533
    )
    
    
    (1,651
    )Net purchases of investment securities
    
    
    (1,252
    )
    
    
    (46,411
    )Net changes in partnership investments and offshore funds
    
    
    (688
    )
    
    
    (46,812
    )Net cash used in investing activities
    
    
    (4,473
    )
    
    
    (94,874
    )Cash flows used in financing activities:Deferred tax benefit on vesting under stock incentive plans
    
    
    192
    
    
    
    209Repurchase of common stock
    
    
    (21,949
    )
    
    
    Cash dividends paid to minority shareholders
    
    
    (31,185
    )
    
    
    (29,345
    )Cash dividends paid to common shareholders
    
    
    (2,211
    )
    
    
    (2,566
    )Net cash used in financing activities
    
    
    (55,153
    )
    
    
    (31,702
    )Net decrease in cash
    
    
    (39,385
    )
    
    
    (83,570
    )Cash and cash equivalents at end of period
    
    $
    69,056
    
    
    $
    245,271
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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 (1) Organization and Description of Business
  (2) Basis of Presentation
       -6-




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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (3) Investment Securities
  March 31, 2008(in thousands)
    
    Available-for-Sale
    
    
    CFS Securities
    
    
    Total SecuritiesMutual FundsEquity
    
    $
    288,191
    
    
    $
    2,661
    
    
    $
    290,852Balanced
    
    
    80,556
    
    
    
    655
    
    
    
    81,211Fixed income
    
    
    119,829
    
    
    
    
    
    
    
    119,829High yield
    
    
    3,532
    
    
    
    
    
    
    
    3,532Other
    
    
    235
    
    
    
    214
    
    
    
    449Total mutual funds
    
    
    492,343
    
    
    
    3,530
    
    
    
    495,873Other investment securities
    
    
    431
    
    
    
    205
    
    
    
    636$
    492,774
    
    
    $
    3,735
    
    
    $
    496,509
 December 31, 2007(in thousands)
    
    Available-for-Sale
    
    
    CFS Securities
    
    
    Total SecuritiesMutual FundsEquity
    
    $
    322,344
    
    
    $
    3,095
    
    
    $
    325,439Balanced
    
    
    90,049
    
    
    
    722
    
    
    
    90,771Fixed income
    
    
    114,439
    
    
    
    
    
    
    
    114,439High yield
    
    
    3,663
    
    
    
    
    
    
    
    3,663Other
    
    
    245
    
    
    
    227
    
    
    
    472Total mutual funds
    
    
    530,740
    
    
    
    4,044
    
    
    
    534,784Other investment securities
    
    
    430
    
    
    
    262
    
    
    
    692$
    531,170
    
    
    $
    4,306
    
    
    $
    535,476
   Three Months Ended March 31,(in thousands)
    
    2008
    
    
    2007Available-for-sale securities:Proceeds from sale
    
    $
    
    
    
    $
    Realized gains (losses)
    
    
    
    
    
    
    Unrealized gains (losses)
    
    
    (39,216
    )
    
    
    3,363CFS securities:Unrealized gains (losses)
    
    
    (573
    )
    
    
    48
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CALAMOS ASSET MANAGEMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Total cumulative unrealized gains on available-for-sale securities with net gains:Mutual FundsEquity
    
    $
    22,539
    
    
    $
    39,461Balanced
    
    
    674
    
    
    
    5,860Fixed income
    
    
    4,883
    
    
    
    1,022Other
    
    
    
    
    
    
    5Total mutual funds
    
    
    28,096
    
    
    
    46,348Other investment securities
    
    
    254
    
    
    
    297Total gains
    
    
    28,350
    
    
    
    46,645Total cumulative unrealized losses on available-for-sale securities with net losses:Mutual FundsEquity
    
    
    (24,303
    )
    
    
    (7,073
    )Balanced
    
    
    (4,335
    )
    
    
    (17
    )Fixed income
    
    
    
    
    
    
    (334
    )High yield
    
    
    (445
    )
    
    
    (272
    )Other
    
    
    (7
    )
    
    
    Total mutual funds
    
    
    (29,090
    )
    
    
    (7,696
    )Other investment securities
    
    
    (2
    )
    
    
    (475
    )Total losses
    
    
    (29,092
    )
    
    
    (8,171
    )Total cumulative net unrealized gains (losses) on available-for-sale securities
    
    $
    (742
    )
    
    $
    38,474
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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (4) Partnership Investments and Offshore Funds
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Calamos Equity Opportunities Fund LP:Securities owned
    
    $
    60,258
    
    
    $
    111,142Securities sold but not yet purchased
    
    
    
    
    
    
    (24,838
    )Accrued expenses and other current liabilities
    
    
    (224
    )
    
    
    (1,478
    )Other current assets
    
    
    3,810
    
    
    
    20Calamos Equity Opportunities Fund LP securities, net
    
    
    63,844
    
    
    
    84,846Calamos Market Neutral Opportunities Fund LP:Securities owned
    
    
    67,797
    
    
    
    81,361Securities sold but not yet purchased
    
    
    (16,708
    )
    
    
    (22,372
    )Accrued expenses and other current liabilities
    
    
    (1,586
    )
    
    
    (5,178
    )Other current assets
    
    
    3,432
    
    
    
    1,028Calamos Market Neutral Opportunities Fund LP securities, net
    
    
    52,935
    
    
    
    54,839Calamos Global Funds PLC:Securities owned
    
    
    202,356
    
    
    
    200,196Other current assets
    
    
    6,277
    
    
    
    5,107Accrued expenses and other liabilities
    
    
    (1,439
    )
    
    
    (2,045
    )Calamos Global Funds PLC
    
    
    207,194
    
    
    
    203,258Investment in other partnerships
    
    
    8,961
    
    
    
    10,061Partnership investments and offshore funds
    
    $
    332,934
    
    
    $
    353,004
     -9-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (5) Fair Value Measurements
 Fair Value Measurements,
   Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    Unobservable(in thousands)
    
    March 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investment securities (note 3)
    
    $
    496,509
    
    
    $
    496,509
    
    
    $
    
    
    
    $
    Securities owned by Partnership Investments and Offshore Funds (note 4)
    
    
    330,411
    
    
    
    272,382
    
    
    
    58,029
    
    
    
    Securities sold but not yet purchased (note 4)
    
    
    (16,708
    )
    
    
    (16,708
    )
    
    
    
    
    
    
    Total
    
    $
    810,212
    
    
    $
    752,183
    
    
    $
    58,029
    
    
    $
    
 (6) Minority Interest in Calamos Holdings LLC
  (in thousands)
 Minority interest at December 31, 2007
    
    $
    352,205Income allocated to minority interests
    
    
    2,108Changes in unrealized gains (losses) on available-for-sale securities
    
    
    (31,376
    )Sale of Calamos Holdings LLC membership units
    
    
    (17,364
    )Cumulative impact of changes in ownership of Calamos Holdings LLC units
    
    
    1,077Compensation expense recognized under stock incentive plans
    
    
    1,409Tax distributions
    
    
    (22,715
    )Equity distributions
    
    
    (8,470
    )Minority interest at March 31, 2008
    
    $
    276,874
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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (7) Earnings Per Share
  Three Months EndedMarch 31,(in thousands, except per share data)
    
    2008
    
    
    2007Earnings per share  basicEarnings available to common shareholders
    
    $
    449
    
    
    $
    7,534Weighted average shares outstanding
    
    
    20,337
    
    
    
    23,324Earnings per share  basic
    
    $
    0.02
    
    
    $
    0.32Earnings per share  dilutedIncome before minority interest in Calamos Holdings LLC and income taxes
    
    $
    2,860
    
    
    $
    53,292Less: Impact of income taxes
    
    
    1,153
    
    
    
    21,386Earnings available to common shareholders
    
    $
    1,707
    
    
    $
    31,906Weighted average shares outstanding
    
    
    20,337
    
    
    
    23,324Conversion of membership units for common stock
    
    
    77,000
    
    
    
    77,000Dilutive impact of restricted stock units
    
    
    284
    
    
    
    368Dilutive impact of stock options
    
    
    
    
    
    
    73Weighted average shares outstanding
    
    
    97,621
    
    
    
    100,765Earnings per share  diluted
    
    $
    0.02
    
    
    $
    0.32
  Share-Based Payment
 -11-




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##### Table of Contents



CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (8) Stock Based Compensation
     (9) Total Other Income (Expense), Net
  Three Months EndedMarch 31,(in thousands)
    
    2008
    
    
    2007Interest income
    
    $
    847
    
    
    $
    4,030Interest expense
    
    
    (8,101
    )
    
    
    (2,036
    )Net interest income (expense)
    
    
    (7,254
    )
    
    
    1,994Capital gains and dividend income
    
    
    2,059
    
    
    
    511Unrealized appreciation (depreciation)
    
    
    (49,081
    )
    
    
    (440
    )Miscellaneous other income
    
    
    248
    
    
    
    321Investment and other income (loss)
    
    
    (46,774
    )
    
    
    392Minority interest in partnership investments
    
    
    12,459
    
    
    
    751Total other income (expense), net
    
    $
    (41,569
    )
    
    $
    3,137
  -12-




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CALAMOS ASSET MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (10) Common Stock Repurchase
   (11) Recently Issued Accounting Pronouncements
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 -13-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   March 31,(in millions)
    
    2008
    
    
    2007Mutual FundsOpen-end funds
    
    $
    23,784
    
    
    $
    25,706Closed-end funds
    
    
    6,874
    
    
    
    6,380Total mutual funds
    
    
    30,658
    
    
    
    32,086Separate AccountsInstitutional accounts
    
    
    4,875
    
    
    
    4,849Managed accounts
    
    
    5,256
    
    
    
    5,482Alternative investments
    
    
    117
    
    
    
    133Total separate accounts
    
    
    10,248
    
    
    
    10,464Total assets under management
    
    $
    40,906
    
    
    $
    42,550
   -14-




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##### Table of Contents



Operating Results
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Assets Under Management
  Three Months EndedMarch 31,
    
    
    Change(in millions)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentMutual FundsBeginning assets under management
    
    $
    34,835
    
    
    $
    33,704
    
    
    $
    1,131
    
    
    
    3
    %Net redemptions
    
    
    (449
    )
    
    
    (1,952
    )
    
    
    1,503
    
    
    
    77Market appreciation (depreciation)
    
    
    (3,728
    )
    
    
    334
    
    
    
    (4,062
    )
    
    
    *Ending assets under management
    
    
    30,658
    
    
    
    32,086
    
    
    
    (1,428
    )
    
    
    (4
    )Average assets under management
    
    
    31,403
    
    
    
    33,011
    
    
    
    (1,608
    )
    
    
    (5
    )Separate AccountsBeginning assets under management
    
    
    11,373
    
    
    
    11,021
    
    
    
    352
    
    
    
    3Net purchases (redemptions)
    
    
    106
    
    
    
    (679
    )
    
    
    785
    
    
    
    *Market appreciation (depreciation)
    
    
    (1,231
    )
    
    
    122
    
    
    
    (1,353
    )
    
    
    *Ending assets under management
    
    
    10,248
    
    
    
    10,464
    
    
    
    (216
    )
    
    
    (2
    )Average assets under management
    
    
    10,501
    
    
    
    10,770
    
    
    
    (269
    )
    
    
    (2
    )Total Assets Under ManagementBeginning assets under management
    
    
    46,208
    
    
    
    44,725
    
    
    
    1,483
    
    
    
    3Net redemptions
    
    
    (343
    )
    
    
    (2,631
    )
    
    
    2,288
    
    
    
    87Market appreciation (depreciation)
    
    
    (4,959
    )
    
    
    456
    
    
    
    (5,415
    )
    
    
    *Ending assets under management
    
    
    40,906
    
    
    
    42,550
    
    
    
    (1,644
    )
    
    
    (4
    )Average assets under management
    
    $
    41,904
    
    
    $
    43,781
    
    
    $
    (1,877
    )
    
    
    (4
    )%
 
 *
    
    Not meaningful.   -15-




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Financial Overview
   Revenues
  Three Months Ended March 31,
    
    
    Change(in thousands)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentInvestment management fees
    
    $
    77,274
    
    
    $
    78,475
    
    
    $
    (1,201
    )
    
    
    (2
    )%Distribution and underwriting fees
    
    
    32,470
    
    
    
    36,181
    
    
    
    (3,711
    )
    
    
    (10
    )Other
    
    
    949
    
    
    
    1,044
    
    
    
    (95
    )
    
    
    (9
    )Total revenues
    
    $
    110,693
    
    
    $
    115,700
    
    
    $
    (5,007
    )
    
    
    (4
    )%
   Operating Expenses
   -16-




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Three Months Ended March 31,
    
    
    Change(in thousands)
    
    2008
    
    
    2007
    
    
    Amount
    
    
    PercentEmployee compensation and benefits
    
    $
    23,460
    
    
    $
    20,766
    
    
    $
    2,694
    
    
    
    13
    %Distribution and underwriting expense
    
    
    24,158
    
    
    
    25,027
    
    
    
    (869
    )
    
    
    (3
    )Amortization of deferred sales commissions
    
    
    6,120
    
    
    
    7,878
    
    
    
    (1,758
    )
    
    
    (22
    )Marketing and sales promotion
    
    
    3,036
    
    
    
    3,482
    
    
    
    (446
    )
    
    
    (13
    )General and administrative
    
    
    9,490
    
    
    
    8,392
    
    
    
    1,098
    
    
    
    13Total operating expenses
    
    $
    66,264
    
    
    $
    65,545
    
    
    $
    719
    
    
    
    1
    %
      -17-




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##### Table of Contents



Other Income (Expense), Net
  Three Months EndedMarch 31,(in thousands)
    
    2008
    
    
    2007
    
    
    ChangeInterest income
    
    $
    847
    
    
    $
    4,030
    
    
    $
    (3,183
    )Interest expense
    
    
    (8,101
    )
    
    
    (2,036
    )
    
    
    (6,065
    )Net interest income (expense)
    
    
    (7,254
    )
    
    
    1,994
    
    
    
    (9,248
    )Capital gains and dividend income
    
    
    2,059
    
    
    
    511
    
    
    
    1,548Unrealized appreciation (depreciation)
    
    
    (49,081
    )
    
    
    (440
    )
    
    
    (48,641
    )Miscellaneous other income
    
    
    248
    
    
    
    321
    
    
    
    (73
    )Investment and other income (loss)
    
    
    (46,774
    )
    
    
    392
    
    
    
    (47,166
    )Minority interest in partnership investments and offshore funds
    
    
    12,459
    
    
    
    751
    
    
    
    11,708Total other income (expense), net
    
    $
    (41,569
    )
    
    $
    3,137
    
    
    $
    (44,706
    )
     Income Taxes
  Liquidity and Capital Resources
  -18-




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##### Table of Contents



March 31,
    
    December 31,(in thousands)
    
    2008
    
    2007Statements of financial condition data:Cash and cash equivalents
    
    $
    69,056
    
    
    $
    108,441Receivables
    
    
    34,198
    
    
    
    39,340Investment securities
    
    
    496,509
    
    
    
    535,476Partnership investments and offshore funds
    
    
    332,934
    
    
    
    353,004Deferred tax assets, net
    
    
    93,500
    
    
    
    90,284Deferred sales commissions
    
    
    30,778
    
    
    
    34,076Long-term debt
    
    
    525,000
    
    
    
    525,000
  March 31,(in thousands)
    
    2008
    
    2007Cash flow data:Net cash provided by operating activities
    
    $
    20,241
    
    
    $
    43,006Net cash used in investing activities
    
    
    (4,473
    )
    
    
    (94,874
    )Net cash used in financing activities
    
    
    (55,153
    )
    
    
    (31,702
    )
      Recently Issued Accounting Pronouncements
 Business Combinations
 -19-




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Critical Accounting Policies
  Forward-Looking Information
   Risk Factors
 -20-




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  (c)
    
    
    (d)Total Number of
    
    
    Maximum NumberShares Purchased as
    
    
    of Shares that May(a)
    
    
    (b)
    
    
    Part of Publicly
    
    
    be PurchasedTotal Number of
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    Under the Plans orShares Purchased
    
    
    Per Share
    
    
    Programs
    
    
    ProgramsJanuary 1  January 31, 2008
    
    
    547,900
    
    
    $
    26.44
    
    
    
    547,900
    
    
    
    1,000,000February 1  February 29, 2008
    
    
    340,800
    
    
    
    21.90
    
    
    
    340,800
    
    
    
    659,200March 1  March 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    659,200Total
    
    
    888,700
    
    
    $
    24.70
    
    
    
    888,700
    
    
    
    659,200
 -21-




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##### Table of Contents



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 March 8, 2007).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).10.1
    
    Employment Agreement between the Registrant and James F. Baka.10.2
    
    Form of Employee Equity Award Statement.10.3
    
    Form of Non-Employee Director Equity Award Statement.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.
 -22-




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SIGNATURES
  CALAMOS ASSET MANAGEMENT, INC.
                    (Registrant)Date:  May 7, 2008
    By:
    /s/ Cristina WasiakCristina WasiakInterim Chief Financial Officer -23-