NUVEEN INVESTMENTS INC - FORM 8-K

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): May 12, 2010

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-11123	36-3817266
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification 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 first quarter 2010 results on Thursday, May 13, 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 the first quarter of 2010 and all quarters in 2009. Table 2 reconciles Adjusted EBITDA as defined by our Bank Credit Agreement to income before taxes for Q1 2010, Q1 2009 and the last twelve month period, which includes the last three quarters of 2009 and the first quarter of 2010.

TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2009, and March 31, 2010
Unaudited


	2009															2010
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total			1st Qtr			2nd Qtr		3rd Qtr		4th Qtr		Total

Gross sales (in millions):
Mutual funds	$	1,339			1,990			2,348			2,129			7,806		$	2,225			—		—		—		2,225
Managed accounts-retail		2,270			2,584			2,044			2,326			9,224			2,044			—		—		—		2,044
Managed accounts-institutional		1,762			1,722			1,804			3,522			8,811			2,807			—		—		—		2,807
Closed-end funds		166			141			254			671			1,232			186			—		—		—		186

Total funds and accounts	$	5,537			6,437			6,450			8,649			27,072		$	7,262			—		—		—		7,262


Net Flows (in millions):
Mutual funds	$	303			1,057			1,395			980			3,736		$	1,024			—		—		—		1,024
Managed accounts-retail		(1,770	)		(44	)		(338	)		(110	)		(2,263	)		(97	)		—		—		—		(97	)
Managed accounts-institutional		289			(290	)		(2,159	)		1,091			(1,068	)		222			—		—		—		222
Closed-end funds		(632	)		77			377			946			767			190			—		—		—		190

Total funds and accounts	$	(1,811	)		801			(725	)		2,907			1,172		$	1,339			—		—		—		1,339


Managed funds and accounts (in millions):
Assets under management:
Beginning of period	$	119,223			115,334			127,815			140,979			119,223		$	144,796			—		—		—		144,796
Sales — funds and accounts		5,537			6,437			6,450			8,649			27,072			7,262			—		—		—		7,262
Dividend reinvestments		70			107			118			182			477			94			—		—		—		94
Redemptions and withdrawals		(7,418	)		(5,743	)		(7,293	)		(5,924	)		(26,377	)		(6,016	)		—		—		—		(6,016	)

Total net flows into funds and accounts		(1,811	)		801			(725	)		2,907			1,172			1,339			—		—		—		1,339
Appreciation / (depreciation) of managed assets		(2,079	)		11,681			13,889			910			24,400			3,967			—		—		—		3,967

End of period	$	115,334			127,815			140,979			144,796			144,796		$	150,102			—		—		—		150,102


Recap by product type:
Mutual funds	$	15,264			17,329			20,571			21,370					$	22,781			—		—		—
Closed-end funds		39,570			41,892			45,629			45,985						46,634			—		—		—
Managed accounts-retail		31,642			34,806			38,336			38,480						39,575			—		—		—
Managed accounts-institutional		28,858			33,789			36,443			38,960						41,112			—		—		—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			—		—		—


Recap by manager:
Nuveen	$	65,968			69,493			76,480			77,315					$	78,396			—		—		—
NWQ		14,519			16,568			19,281			19,624						20,481			—		—		—
Santa Barbara		3,336			3,677			3,785			3,804						3,670			—		—		—
Symphony		6,811			7,293			8,103			8,477						8,848			—		—		—
Tradewinds		18,564			23,511			24,562			25,389						27,600			—		—		—
HydePark		1,158			1,285			1,401			1,464						1,478			—		—		—
Winslow Capital		4,979			5,989			7,366			8,723						9,630			—		—		—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			—		—		—


Recap by style:
Equity-based	$	46,563			54,717			60,366			63,054					$	66,943			—		—		—
Municipals		60,069			62,498			68,570			68,670						69,280			—		—		—
Taxable income-oriented		8,702			10,601			12,043			13,072						13,879			—		—		—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			—		—		—

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.


	Q1 2010
Income/(loss) before taxes (consolidated) (Preliminary GAAP)		43,367

Net (income)/loss attributable to the noncontrolling interests		(67,473	)

Net interest expense		47,239
Amortization & depreciation		21,527	⁽²⁾

Adjustments per Credit Agreement:
Non-cash compensation		20,446	⁽³⁾
Deal related expenses		5	⁽⁴⁾
Retention, severance and recruiting expense		15,065	⁽⁵⁾
Structured products distribution expense		1,587	⁽⁶⁾
Non-recurring items		1,468	⁽⁷⁾
Pro forma restructuring		142	⁽⁸⁾
Debt and investment related expenses		15,726	⁽⁹⁾


Adjusted EBITDA⁽¹⁾	$	99,099


(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 $3,982 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)		$8,769 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $6,037 is included in Severance and $259 is included in Other operating expense in the consolidated financial statements.

(6)		$911 of this amount is included in the Other operating expense line in the consolidated financial statements and $676 is included in Compensation and benefits.

(7)		$292 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $176 is included in Outside and professional services and $1,000 is included in Other operating expense.

(8)		This amount is included in the Occupancy and equipment line in the consolidated financial statements.

(9)		$14,891 of this amount is included in Other income/(expense) in the consolidated financial statements. $1,234 is included in Net interest expense and ($399) is included in Other operating expenses.

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


	Q1 2009
Income/(loss) before taxes (consolidated) (GAAP)		(20,209	)

Net (income)/loss attributable to the noncontrolling interests		(19,265	)

Net interest expense		64,236
Amortization & depreciation		19,394	⁽²⁾

Adjustments per Credit Agreement:
Non-cash compensation		9,284	⁽³⁾
Deal related expenses		19	⁽⁴⁾
Retention, severance and recruiting expense		10,567	⁽⁵⁾
Structured products distribution expense		2,684	⁽⁶⁾
Non-recurring items		(3,193	)⁽⁷⁾
Pro forma restructuring		4,918	⁽⁸⁾
Debt and investment related expenses		9,117	⁽⁹⁾


Adjusted EBITDA⁽¹⁾	$	77,552


(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 $3,184 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 Travel and entertainment line in the consolidated financial statements.

(5)		$75 of this amount is included in the Severance line in the consolidated financial statements, $736 is included in Other operating expenses and $9,756 is included in Compensation and benefits in the consolidated financial statements.

(6)		$2,310 of this amount is included in the Other operating expenses line in the consolidated financial statements and $374 is included in Compensation and benefits.

(7)		($4,290) of this amount is included in the Other income/(expense) line in the consolidated financial statements, $30 is included in Outside and professional services, $55 is included in Compensation and benefits, $12 is included in Travel and entertainment, and $1,000 is included in Other operating expenses in the consolidated financial statements.

(8)		$2,235 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 $410 is included in Occupancy and equipment in the consolidated financial statements.

(9)		$8,588 of this amount is included in Other income/(expense) in the consolidated financial statements, $764 is included in Net interest expense and ($235) is included in Other operating expenses.

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


	Q1 2010
	LTM (2)
Income/(loss) before taxes (consolidated) (Preliminary GAAP)		59,016

Net (income)/loss attributable to the noncontrolling interests		(185,134	)

Net interest expense		263,587
Amortization & depreciation		87,649	⁽³⁾

Adjustments per Credit Agreement:
Non-cash compensation		68,156	⁽⁴⁾
Deal related expenses		3,723	⁽⁵⁾
Retention, severance and recruiting expense		46,957	⁽⁶⁾
Structured products distribution expense		15,810	⁽⁷⁾
Non-recurring items		15,876	⁽⁸⁾
Pro forma restructuring		4,802	⁽⁹⁾
Debt and investment related expenses		20,836	⁽¹⁰⁾


Adjusted EBITDA⁽¹⁾	$	401,278


(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)		LTM represents the last twelve-month period including the last three quarters of 2009 and the first quarter of 2010.

(3)		$71,602 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $16,047 is included in Occupancy and equipment.

(4)		This amount is included in the Compensation and benefits line in the consolidated financial statements.

(5)		$3,702 of this amount is included in the Other income/(expense) line in the consolidated financial statements, and $21 is included in Travel and entertainment in the consolidated financial statements.

(6)		$22,757 of this amount is included in the Severance line in the consolidated financial statements, $4,121 is included in Other operating expenses and $20,079 is included in Compensation and benefits in the consolidated financial statements.

(7)		$14,121 of this amount is included in the Other operating expenses line in the consolidated financial statements, and $1,689 is included in Compensation and benefits in the consolidated financial statements.

(8)		$10,203 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $3,190 is included in Outside and professional services, $905 is included in Compensation and benefits, $100 is included in Occupancy and equipment, $214 is included in Travel and entertainment, $1,257 is included in Other operating expenses, and $7 is included in Advertising and promotional costs in the consolidated financial statements.

(9)		$1,792 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $1,515 is added back to Advisory fee revenue, and $1,495 is included in Occupancy and equipment in the consolidated financial statements.

(10)		$17,578 of this amount is included in Other income/(expense) in the consolidated financial statements, $4,591 is included in Net interest expense and ($1,333) is included in Other operating expense.

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: May 12, 2010	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
		Name:	John L. MacCarthy
		Title:	Executive Vice President

NUVEEN INVESTMENTS INC - FORM 8-K - May 13, 2010