Nuveen Investments 8-K Results of Operations and Financial Condition

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2009

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11123	36-3817266
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of		Identification
incorporation)		Number)
333 West Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 917-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

     The information in Item 2.02 of this Report shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Unless otherwise indicated, the terms “we”, “us”, “our”, “the Company” and “Nuveen Investments” refer to Nuveen Investments, Inc. and, where appropriate, its subsidiaries.

As previously announced, Nuveen Investments will host a conference call to discuss its second quarter 2009 results on Friday, August 7, 2009 at 10:00 am central time. To access this call live or to listen to an audio replay, visit the investor relations section of the Company’s website at www.nuveen.com.

The following schedules summarize the Company’s results and are intended to accompany the conference call. Table 1 details sales, net flows, and assets under management for Q2 2009, Q1 2009 and all quarters in 2008. Table 2 reconciles Adjusted EBITDA as defined by our Bank Credit Agreement to income before taxes for Q2 2009, Q2 2008 and the last twelve month period, which includes the first two quarters of 2009 and the last two quarters of 2008.

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TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2008, and June 30, 2009
Unaudited

	2008															2009
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total			1st Qtr			2nd Qtr			3rd Qtr		4th Qtr		Total
Gross sales(in millions):
Mutual funds	$	1,354			1,839			1,635			1,487			6,315		$	1,339			1,990			—		—		3,328
Managed accounts-retail		1,701			2,118			2,026			2,068			7,914			2,270			2,584			—		—		4,854
Managed accounts-institutional		1,197			1,363			2,840			1,357			6,757			1,762			1,722			—		—		3,484
Closed-end funds		2			(0	)		(0	)		(0	)		2			166			141			—		—		307
Total funds and accounts	$	4,254			5,321			6,501			4,912			20,988		$	5,537			6,437			—		—		11,974
Net Flows(in millions):
Mutual funds	$	61			744			147			(537	)		416		$	303			1,057			—		—		1,360
Managed accounts-retail		(2,523	)		(1,823	)		(1,895	)		(2,680	)		(8,921	)		(1,770	)		(44	)		—		—		(1,815	)
Managed accounts-institutional		(584	)		112			1,174			(116	)		586			289			(290	)		—		—		(1	)
Closed-end funds		3			48			(1,172	)		(1,250	)		(2,370	)		(632	)		77			—		—		(555	)
Total funds and accounts	$	(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)	$	(1,811	)		801			—		—		(1,010	)
Managed funds and accounts(in millions):
Assets under management:
Beginning of period	$	164,307			153,026			151,833			134,065			164,307		$	119,223			115,334			—		—		119,223
Acquisition of Winslow Capital accounts		—			—			—			4,542			4,542			—			—			—		—		—
Sales — funds and accounts		4,254			5,321			6,501			4,912			20,988			5,537			6,437			—		—		11,974
Dividend reinvestments		69			155			(170	)		493			547			70			107			—		—		177
Redemptions and withdrawals		(7,365	)		(6,394	)		(8,076	)		(9,988	)		(31,823	)		(7,418	)		(5,743	)		—		—		(13,161	)
Total net flows into funds and accounts		(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)		(1,811	)		801			—		—		(1,010	)
Appreciation / (depreciation) of managed assets		(8,240	)		(274	)		(16,022	)		(14,802	)		(39,338	)		(2,079	)		11,681			—		—		9,602
End of period	$	153,026			151,833			134,065			119,223			119,223		$	115,334			127,815			—		—		127,815
Recap by product type:
Mutual funds	$	18,415			19,064			17,661			14,689					$	15,264			17,329			—		—
Closed-end funds		50,626			50,095			44,710			39,858						39,570			41,892			—		—
Managed accounts-retail		49,431			47,671			40,368			34,860						31,642			34,806			—		—
Managed accounts-institutional		34,553			35,002			31,326			29,817						28,858			33,789			—		—
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			—		—
Recap by manager:
Nuveen	$	74,914			75,031			69,650			64,649					$	65,968			69,493			—		—
NWQ		29,650			28,301			23,159			17,264						14,518			16,568			—		—
Rittenhouse		2,669			2,093			1,713			1,258						—			—			—		—
Santa Barbara		3,789			3,833			3,352			2,658						3,336			3,677			—		—
Symphony		9,838			10,202			9,960			7,113						6,811			7,293			—		—
Tradewinds		30,537			30,779			24,749			20,606						18,564			23,511			—		—
HydePark		1,629			1,594			1,483			1,134						1,158			1,285			—		—
Winslow Capital		—			—			—			4,542						4,979			5,989			—		—
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			—		—
Recap by style:
Equity-based	$	74,083			72,449			59,495			52,064					$	46,563			54,717			—		—
Municipals		63,073			63,513			60,714			57,540						60,069			62,498			—		—
Taxable income-oriented		15,870			15,871			13,857			9,619						8,702			10,601			—		—
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			—		—

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Table 2
Adjusted EBITDA Reconciliation
Q2 2009, Q2 2008, and Q2 2009 LTM
Unaudited
In Thousands

						Debt and
				Net (Income)/		Investment						Retention,
				Loss Attributable		Related and						Recruiting,						Structured						Q2 2009
	Q2 2009			to Noncontrolling		Interest			Non-Cash			Relocation &			Non-Recurring			Products			Pro forma			Adjusted
	GAAP			Interests		Expense (1)			Items (2)			Severance			Items			Distribution			Adjustments			EBITDA (3)
Operating Revenues
Advisory Fees		144,919			—		—			—			—			—			—			(1,515	)		146,434
Underwriting & Distribution Revenue		(285	)		—		—			—			—			—			—			—			(285	)
Performance Fees/Other		4,257			—		—			—			—			—			—			—			4,257
Total Operating Revenue		148,891			—		—			—			—			—			—			(1,515	)		150,406
Operating Expenses
Compensation and Benefits		47,720			—		—			8,957			1,122			100			263			1,791			35,488
Severance		6,620			—		—			—			6,620			—			—			—			—
Advertising & Product Promotion		1,683			—		—			—			—			7			—			—			1,676
Occupancy & Equipment		8,468			—		—			3,746			—			48			—			483			4,191
Amortization of Intangibles		16,210			—		—			16,210			—			—			—			—			—
Travel & Entertainment		2,306			—		—			—			—			69			75			—			2,162
Outside & Professional Services		10,717			—		—			—			—			518			—			—			10,199
Other Operating Expenses		10,517			—		72			—			1,181			(16	)		3,797			—			5,483
Total Operating Expenses		104,241			—		72			28,913			8,922			726			4,135			2,275			59,198
Other Income/(Expense)		59,516			58,015		3,220			—			—			(2,370	)		—			—			651
Net Interest Expense		(61,058	)		6,641		(68,255	)		—															556
Income/(loss) before taxes		43,108			64,656		(65,107	)		(28,913	)		(8,922	)		(3,096	)		(4,135	)		(3,790	)		92,415

							Debt and
				Net (Income)/			Investment						Retention,
				Loss Attributable			Related and						Recruiting,						Structured						Q2 2008
	Q2 2008			to Noncontrolling			Interest			Non-Cash			Relocation &			Non-Recurring			Products			Pro forma			Adjusted
	GAAP			Interests			Expense (1)			Items (2)			Severance			Items			Distribution			Adjustments			EBITDA (3)
Operating Revenues
Advisory Fees		183,935			—			—			—			—			—			—			(3,895	)		187,830
Underwriting & Distribution Revenue		819			—			—			—			—			—			—			—			819
Performance Fees/Other		6,428			—			—			—			—			—			—			—			6,428
Total Operating Revenue		191,182			—			—			—			—			—			—			(3,895	)		195,077
Operating Expenses
Compensation and Benefits		75,302			—			—			10,229			1,306			101			—			2,460			61,206
Severance		10,228			—			—			—			10,228			—			—			—			—
Advertising & Product Promotion		3,145			—			—			—			—			—			—			—			3,145
Occupancy & Equipment		7,183			—			—			2,523			—			14			—			(100	)		4,746
Amortization of Intangibles		16,200			—			—			16,200			—			—			—			—			—
Travel & Entertainment		3,148			—			—			—			—			145			—			(50	)		3,053
Outside & Professional Services		11,343			—			—			—			—			426			—			(125	)		11,042
Other Operating Expenses		8,443			—			309			—			2,447			94			308			(100	)		5,385
Total Operating Expenses		134,992			—			309			28,952			13,981			780			308			2,085			88,577
Other Income/(Expense)		52,651			4,220			49,044			—			—			(490	)		—			—			(122	)
Net Interest Expense		(68,711	)		(2,576	)		(66,940	)		—			—			—			—			—			805
Income/(loss) before taxes		40,130			1,644			(18,205	)		(28,952	)		(13,981	)		(1,270	)		(308	)		(5,980	)		107,183

(1)	Excludes interest expense on consolidated CLO and dividend income
(2)	Includes amortization and depreciation and non-cash compensation
(3)	Earnings before interest, taxes, depreciation and amortization (EBITDA) is presented on an adjusted basis consistent with the definitions included in our Bank Credit Agreement. Adjusted EBITDA is a non-GAAP financial measure and has been included because it is a basis upon which our management assesses and will assess our operating performance. Adjusted EBITDA is not a measure of our liquidity or financial performance under GAAP. Our measure of adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

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Table 2 (continued)
Adjusted EBITDA Reconciliation
Q2 2009, Q2 2008, and Q2 2009 LTM (4)
Unaudited
In Thousands

							Debt and
				Net (Income)/			Investment						Retention,
				Loss Attributable			Related and						Recruiting,					Structured						Q2 2009 LTM (4)
	Q2 2009 LTM			to Noncontrolling			Interest			Non-Cash			Relocation &			Non-Recurring		Products			Pro forma			Adjusted
	GAAP			Interests			Expense (1)			Items (2)			Severance			Items		Distribution			Adjustments			EBITDA (3)
Operating Revenues
Advisory Fees		616,185			—			—			—			—			—		—			(16,124	)		632,309
Underwriting & Distribution Revenue		8,076			—			—			—			—			—		—			—			8,076
Performance Fees/Other		24,657			—			—			—			—			—		—			—			24,657
Total Operating Revenue		648,918			—			—			—			—			—		—			(16,124	)		665,042
Operating Expenses
Compensation and Benefits		247,183			—			—			37,265			20,886			281		1,537			9,540			177,674
Severance		49,265			—			—			—			49,265			—		—			—			—
Advertising & Product Promotion		11,158			—			—			—			—			96		—			—			11,062
Occupancy & Equipment		31,527			—			—			12,580			—			48		—			1,692			17,207
Amortization of Intangibles		64,865			—			—			64,865			—			—		—			—			—
Travel & Entertainment		10,577			—			—			—			—			253		75			(100	)		10,349
Outside & Professional Services		45,525			—			—			—			—			4,152		—			(250	)		41,623
Impairment		2,013,072			—			—			2,013,072			—			—		—			—			—
Other Operating Expenses		45,759			—			652			—			6,766			1,104		15,227			(200	)		22,210
Total Operating Expenses		2,518,931			—			652			2,127,782			76,917			5,934		16,839			10,682			280,125
Other Income/(Expense)		(99,297	)		(55,365	)		(47,299	)		—			—			7,863		—			—			(4,498	)
Net Interest Expense		(253,759	)		22,068			(279,148	)		—			—											3,321
Income/(loss) before taxes		(2,223,069	)		(33,297	)		(327,099	)		(2,127,782	)		(76,917	)		1,929		(16,839	)		(26,806	)		383,740

(1)	Excludes interest expense on consolidated CLO and dividend income
(2)	Includes amortization and depreciation and non-cash compensation
(3)	Earnings before interest, taxes, depreciation and amortization (EBITDA) is presented on an adjusted basis consistent with the definitions included in our Bank Credit Agreement. Adjusted EBITDA is a non-GAAP financial measure and has been included because it is a basis upon which our management assesses and will assess our operating performance. Adjusted EBITDA is not a measure of our liquidity or financial performance under GAAP. Our measure of adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
(4)	LTM represents the last twelve-month period including the first two quarters of 2009 and the last two quarters of 2008.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 6, 2009	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
	Name:	John L. MacCarthy
	Title:	Executive Vice President

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