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 30, 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 fourth quarter and full year 2008 results on Tuesday, March 31, 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 includes sales, net flows, and assets under management for all quarters in 2007 and 2008. Table 2 provides Q4 2008 and Q4 2007 Adjusted EBITDA as defined by our Bank Credit Agreement. The schedule also provides Adjusted EBITDA for the last twelve-month period, which represents all quarters in 2008. Table 3 reconciles Adjusted EBITDA as defined by the Bank Credit Agreement to income before taxes for the same periods (other than Q4 2007).

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TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2007, and December 31, 2008
Unaudited

	2007															2008
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total			1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total
Gross sales (in millions):
Mutual funds	$	1,682			1,859			1,212			1,314			6,066		$	1,354			1,839			1,635			1,487			6,315
Managed accounts-retail		2,759			2,260			1,764			1,809			8,592			1,701			2,118			2,026			2,068			7,914
Managed accounts-institutional		3,398			2,576			2,112			1,703			9,789			1,197			1,363			2,840			1,357			6,757
Closed-end funds		296			1,133			47			231			1,706			2			(0	)		(0	)		(0	)		2
Total funds and accounts	$	8,134			7,827			5,135			5,057			26,153		$	4,254			5,321			6,501			4,912			20,988
Net Flows(in millions):
Mutual funds	$	1,015			621			(3	)		(32	)		1,601		$	61			744			147			(537	)		416
Managed accounts-retail		(547	)		(1,253	)		(1,782	)		(2,125	)		(5,707	)		(2,523	)		(1,823	)		(1,895	)		(2,680	)		(8,921	)
Managed accounts-institutional		2,249			1,390			337			(244	)		3,733			(584	)		112			1,174			(116	)		586
Closed-end funds		316			1,147			38			217			1,717			3			48			(1,172	)		(1,250	)		(2,370	)
Total funds and accounts	$	3,033			1,906			(1,411	)		(2,184	)		1,344		$	(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)
Managed funds and accounts(in millions):
Assets under management:
Beginning of period	$	161,609			166,095			171,602			170,394			161,609		$	164,307			153,026			151,833			134,065			164,307
Acquisition of HydePark accounts		—			363			—			—			363			—			—			—			—			—
Acquisition of Winslow Capital accounts		—			—			—			—			—			—			—			—			4,542			4,542
Sales — funds and accounts		8,134			7,827			5,135			5,057			26,153			4,254			5,321			6,501			4,912			20,988
Dividend reinvestments		103			108			109			390			709			69			155			(170	)		493			547
Redemptions and withdrawals		(5,204	)		(6,029	)		(6,655	)		(7,630	)		(25,518	)		(7,365	)		(6,394	)		(8,076	)		(9,988	)		(31,823	)
Total net flows into funds and accounts		3,033			1,906			(1,411	)		(2,184	)		1,344			(3,042	)		(919	)		(1,745	)		(4,582	)		(10,288	)
Appreciation / (depreciation) of managed assets		1,453			3,238			203			(3,903	)		991			(8,240	)		(274	)		(16,022	)		(14,802	)		(39,338	)
End of period	$	166,095			171,602			170,394			164,307			164,307		$	153,026			151,833			134,065			119,223			119,223
Recap by product type:
Mutual funds	$	19,584			20,160			19,967			19,195					$	18,415			19,064			17,661			14,689
Closed-end funds		53,091			53,423			53,234			52,305						50,626			50,095			44,710			39,858
Managed accounts-retail		58,713			59,495			58,119			54,919						49,431			47,671			40,368			34,860
Managed accounts-institutional		34,707			38,524			39,074			37,888						34,553			35,002			31,326			29,817
Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			119,223
Recap by manager:
Nuveen	$	79,430			78,565			77,489			76,282					$	74,914			75,031			69,650			64,649
NWQ		36,277			38,599			37,352			34,575						29,650			28,301			23,159			17,264
Rittenhouse		3,333			3,235			3,258			2,982						2,669			2,093			1,713			1,258
Santa Barbara		4,583			5,040			5,073			4,571						3,789			3,833			3,352			2,658
Symphony		8,953			10,293			10,427			10,822						9,838			10,202			9,960			7,113
Tradewinds		33,518			35,316			35,143			33,281						30,537			30,779			24,749			20,606
HydePark		—			553			1,653			1,794						1,629			1,594			1,483			1,134
Winslow Capital		—			—			—			—						—			—			—			4,542
Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			119,223
Recap by style:
Equity-based	$	85,531			90,728			89,276			83,577					$	74,083			72,449			59,495			52,064
Municipals		64,519			64,014			64,156			64,121						63,073			63,513			60,714			57,540
Taxable income-oriented		16,045			16,859			16,962			16,609						15,870			15,871			13,857			9,619
Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			119,223

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

	Q4 2008			Q4 2007			2008
Operating Revenues
Advisory Fees	$	150,459		$	201,413		$	707,431
Underwriting & Distribution Revenue		6,251			1,800			9,442
Performance Fees / Other		4,712			6,519			23,918
Total Operating Revenue		161,422			209,732			740,791
Adjusted Operating Expenses(2)
Compensation & Benefits		44,556			72,028			229,417
Advertising & Promotion		3,371			4,082			13,701
Occupancy & Equipment		4,734			4,346			18,492
Travel & Entertainment		2,863			3,454			11,995
Outside & Professional Services		10,365			10,781			41,353
Other Operating Expenses		6,157			5,993			21,590
Minority Interest Expense		73			1,818			2,003
Pro forma Savings		(2,214	)		(1,750	)		(13,561	)
Total Operating Expenses		69,905			100,752			324,990
Adjusted Other Income/(Expense) (2)		(1,202	)		508			333
Subtotal		90,315			109,488			416,134
Winslow Pro forma		1,850			—			7,400
Adjusted EBITDA(1)	$	92,165		$	109,488		$	423,534

(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)

Balances exclude the impact of consolidated investment vehicles in which Nuveen has no economic interest and include adjustments consistent with our Bank Credit Agreement and thus are non-GAAP financial measures.

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TABLE 3
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			2008
Income before taxes		(2,125,242	)		(2,139,075	)
Net interest expense		68,737			265,444
Amortization & depreciation		19,186			75,189
Adjustments per Credit Agreement:
Non-cash compensation		9,585			39,384
Deal related expenses		145			2,280
Retention, severance and recruiting expense		52,192			75,866
Structured products distribution expense		7,169			10,738
Non-recurring items		2,008,049			2,010,545
Pro forma restructuring		2,214			13,561
Debt and investment related expenses		48,280			62,202
Subtotal		90,315			416,134
Winslow pro forma		1,850			7,400
Adjusted EBITDA (1)	$	92,165		$	423,534

(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.

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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 30, 2009	NUVEEN INVESTMENTS, INC.
	By: Name:	/s/ John L. MacCarthyJohn L. MacCarthy
	Title:	Executive Vice President

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