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): March 10, 2010

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 incorporation)		Identification Number)

333 West Wacker Drive, Chicago, Illinois
(Address of principal executive offices) 60606
(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 fourth quarter 2009 results on Thursday, March 11, 2010 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 all quarters in 2009 and all quarters in 2008. Table 2 reconciles Adjusted EBITDA as defined by our Bank Credit Agreement to income before taxes for Q4 2009, Q4 2008 and the full year 2009.

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TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2008, and December 31, 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			2,348			2,129			7,806
Managed accounts-retail		1,701			2,118			2,026			2,068			7,914			2,270			2,584			2,044			2,326			9,224
Managed accounts-institutional		1,197			1,363			2,840			1,357			6,757			1,762			1,722			1,804			3,522			8,811
Closed-end funds		2			(0	)		(0	)		(0	)		2			166			141			254			671			1,232
Total funds and accounts	$	4,254			5,321			6,501			4,912			20,988		$	5,537			6,437			6,450			8,649			27,072
Net Flows(in millions):
Mutual funds	$	61			744			147			(537	)		416		$	303			1,057			1,395			980			3,736
Managed accounts-retail		(2,523	)		(1,823	)		(1,895	)		(2,680	)		(8,921	)		(1,770	)		(44	)		(338	)		(110	)		(2,263	)
Managed accounts-institutional		(584	)		112			1,174			(116	)		586			289			(290	)		(2,159	)		1,091			(1,068	)
Closed-end funds		3			48			(1,172	)		(1,250	)		(2,370	)		(632	)		77			377			946			767
Total funds and accounts	$	(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)	$	(1,811	)		801			(725	)		2,907			1,172
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			127,815			140,979			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			6,450			8,649			27,072
Dividend reinvestments		69			155			(170	)		493			547			70			107			118			182			477
Redemptions and withdrawals		(7,365	)		(6,394	)		(8,076	)		(9,988	)		(31,823	)		(7,418	)		(5,743	)		(7,293	)		(5,924	)		(26,377	)
Total net flows into funds and accounts		(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)		(1,811	)		801			(725	)		2,907			1,172
Appreciation / (depreciation) of managed assets		(8,240	)		(274	)		(16,022	)		(14,802	)		(39,338	)		(2,079	)		11,681			13,889			910			24,400
End of period	$	153,026			151,833			134,065			119,223			119,223		$	115,334			127,815			140,979			144,796			144,796
Recap by product type:
Mutual funds	$	18,415			19,064			17,661			14,689					$	15,264			17,329			20,571			21,370
Closed-end funds		50,626			50,095			44,710			39,858						39,570			41,892			45,629			45,985
Managed accounts-retail		49,431			47,671			40,368			34,860						31,642			34,806			38,336			38,480
Managed accounts-institutional		34,553			35,002			31,326			29,817						28,858			33,789			36,443			38,960
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			140,979			144,796
Recap by manager:
Nuveen	$	74,914			75,031			69,650			64,649					$	65,968			69,493			76,480			77,315
NWQ		29,650			28,301			23,159			17,264						14,518			16,568			19,281			19,624
Rittenhouse		2,669			2,093			1,713			1,258						—			—			—			—
Santa Barbara		3,789			3,833			3,352			2,658						3,336			3,677			3,785			3,804
Symphony		9,838			10,202			9,960			7,113						6,811			7,293			8,103			8,477
Tradewinds		30,537			30,779			24,749			20,606						18,564			23,511			24,562			25,389
HydePark		1,629			1,594			1,483			1,134						1,158			1,285			1,401			1,464
Winslow Capital		—			—			—			4,542						4,979			5,989			7,366			8,723
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			140,979			144,796
Recap by style:
Equity-based	$	74,083			72,449			59,495			52,064					$	46,563			54,717			60,366			63,054
Municipals		63,073			63,513			60,714			57,540						60,069			62,498			68,570			68,670
Taxable income-oriented		15,870			15,871			13,857			9,619						8,702			10,601			12,043			13,072
Total assets under management	$	153,026			151,833			134,065			119,223					$	115,334			127,815			140,979			144,796

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TABLE 2
Nuveen Investments
Adjusted EBITDA⁽¹⁾ Reconciliation
Unaudited
(in thousands)

This table presents adjustments reconciling income before taxes shown in the Company’s financial statements to Adjusted EBITDA ⁽¹⁾ calculated in accordance with the Company’s Credit Agreement.

	Q4 2009
Income/(loss) before taxes (consolidated) (preliminary GAAP)		(5,696	)
Net (income)/loss attributable to the noncontrolling interests		(22,637	)
Net interest expense		81,122
Amortization & depreciation		21,582	(2)
Adjustments per Credit Agreement:
Non-cash compensation		19,471	(3)
Deal related expenses		451	(4)
Retention, severance and recruiting expense		17,064	(5)
Structured products distribution expense		5,435	(6)
Non-recurring items		7,276	(7)
Pro forma restructuring		569	(8)
Debt and investment related expenses		(7,632	)  (9)
Adjusted EBITDA (1)	$	117,005

(1)	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.
(2)	$17,545 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $4,037 is included in Occupancy and equipment.
(3)	This amount is included in the Compensation and benefits line in the consolidated financial statements.
(4)	This amount is included in the Other income/(expense) line in the consolidated financial statements.
(5)	$5,793 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $9,336 is included in Severance and $1,935 is included in Other operating expense in the consolidated financial statements.
(6)	$4,686 of this amount is included in the Other operating expense line in the consolidated financial statements and $749 is included in Compensation and benefits.
(7)	$4,459 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $1,831 is included in Outside and professional services, $616 is included in Compensation and benefits, $51 is included in Occupancy and equipment, $103 is included in Travel and entertainment and $216 is included in Other operating expenses in the consolidated financial statements.
(8)	This amount is included in the Occupancy and equipment line in the consolidated financial statements.
(9)	($8,815) of this amount is included in Other income/(expense) in the consolidated financial statements, $1,493 is included in Net interest expense, and ($310) is included in Other operating expenses.

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TABLE 2 (continued)
Nuveen Investments
Adjusted EBITDA⁽¹⁾ Reconciliation
Unaudited
(in thousands)

This table presents adjustments reconciling income before taxes shown in the Company’s financial statements to Adjusted EBITDA ⁽¹⁾ calculated in accordance with the Company’s Credit Agreement.

	Q4 2008
Income/(loss) before taxes (consolidated) (GAAP)		(2,215,554	)
Net (income)/loss attributable to the noncontrolling interests		90,312
Net interest expense		68,737
Amortization & depreciation		19,186	(2)
Adjustments per Credit Agreement:
Non-cash compensation		9,585	(3)
Deal related expenses		145	(4)
Retention, severance and recruiting expense		52,192	(5)
Structured products distribution expense		7,169	(6)
Non-recurring items		(5,023	) (7)
Non-cash impairment		2,013,072	(8)
Pro forma restructuring		6,577	(9)
Debt and investment related expenses		48,280	(10)
Subtotal		94,678
Winslow pro forma		1,850	(11)
Adjusted EBITDA (1)	$	96,528

(1)	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.
(2)	$16,210 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $2,976 is included in Occupancy and equipment.
(3)	This amount is included in the Compensation and benefits line in the consolidated financial statements.
(4)	This amount is included in the Other income/(expense) line in the consolidated financial statements.
(5)	$40,690 of this amount is included in the Severance line in the consolidated financial statements, $2,680 is included in Other operating expenses and $8,822 is included in Compensation and benefits in the consolidated financial statements.
(6)	$6,269 of this amount is included in the Other operating expenses line in the consolidated financial statements and $900 is included in Compensation and benefits.
(7)	($7,427) of this amount is included in the Other income/(expense) line in the consolidated financial statements, $2,555 is included in Outside and professional services, ($125) is included in Compensation and benefits, $19 is included in Advertising and product promotion, ($2) is included in Travel and entertainment and ($43) is included in Other operating expenses in the consolidated financial statements.
(8)	$1,089,258 of this amount is included in the Intangible asset impairment line in the consolidated financial statements, $885,500 is included in Goodwill impairment, and $38,314 is included in the Other income/(expense) line in the consolidated financial statements.
(9)	$3,822 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $2,273 is added back to Advisory fee revenue, and $482 is included in Occupancy and equipment in the consolidated financial statements.
(10)	$44,619 of this amount is included in Other income/(expense) in the consolidated financial statements, $3,458 is included in Net interest expense and $203 is included in Other operating expenses.
(11)	This amount represents the pro forma effect of the acquisition of Winslow in December 2008, which is pursuant to the terms of the Bank Credit Agreement. $3,895 of this amount is added back to Advisory fees, ($1,670) is included in Compensation and benefits, ($100) is included in Occupancy and equipment, ($50) is included in Travel and entertainment, ($125) is included in Outside and professional services, and ($100) is included in Other operating expenses.

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TABLE 2 (continued)
Nuveen Investments
Adjusted EBITDA⁽¹⁾ Reconciliation
Unaudited
(in thousands)

This table presents adjustments reconciling income before taxes shown in the Company’s financial statements to Adjusted EBITDA ⁽¹⁾ calculated in accordance with the Company’s Credit Agreement.

	2009
Income/(loss) before taxes (consolidated) (preliminary GAAP)		(4,813	)
Net (income)/loss attributable to the noncontrolling interests		(136,926	)
Net interest expense		280,584
Amortization & depreciation		85,516	(2)
Adjustments per Credit Agreement:
Non-cash compensation		57,246	(3)
Deal related expenses		3,738	(4)
Retention, severance and recruiting expense		42,461	(5)
Structured products distribution expense		16,907	(6)
Non-recurring items		11,217	(7)
Pro forma restructuring		9,577	(8)
Debt and investment related expenses		14,223	(9)
Adjusted EBITDA (1)	$	379,730

(1)	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.
(2)	$70,267 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $15,249 is included in Occupancy and equipment.
(3)	This amount is included in the Compensation and benefits line in the consolidated financial statements.
(4)	$3,697 of this amount is included in the Other income/(expense) line in the consolidated financial statements, and $41 is included in Travel and entertainment in the consolidated financial statements.
(5)	$16,795 of this amount is included in the Severance line in the consolidated financial statements, $4,600 is included in Other operating expenses and $21,065 is included in Compensation and benefits in the consolidated financial statements.
(6)	$15,521 of this amount is included in the Other operating expenses line in the consolidated financial statements, and $1,386 is included in Compensation and benefits in the consolidated financial statements.
(7)	$5,620 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $3,045 is included in Outside and professional services, $960 is included in Compensation and benefits, $101 is included in Occupancy and equipment, $226 is included in Travel and entertainment, $1,258 is included in Other operating expenses, and $7 is included in Advertising and promotional costs in the consolidated financial statements.
(8)	$4,027 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $3,788 is added back to Advisory fee revenue, and $1,762 is included in Occupancy and equipment in the consolidated financial statements.
(9)	$11,273 of this amount is included in Other income/(expense) in the consolidated financial statements, $4,120 is included in net interest expense, and ($1,170) is included in other operating expenses.

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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: March 10, 2010	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
		Name:	John L. MacCarthy
		Title:	Executive Vice President

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