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

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other		1-11123 (Commission File Number)		36-3817266 (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 2010 results on Thursday, August 12, 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 and second quarters of 2010 and all quarters in 2009. Table 2 reconciles Adjusted EBITDA as defined by our Bank Credit Agreement to income before taxes for Q2 2010, Q2 2009 and the last twelve month period, which includes the last two quarters of 2009 and the first two quarters of 2010.

TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2009, and June 30, 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				—				—				4,450
Managed accounts-retail			2,270				2,584				2,044				2,326				9,224				2,044				1,904				—				—				3,948
Managed accounts-institutional			1,762				1,722				1,804				3,522				8,811				2,807				7,063				—				—				9,870
Closed-end funds			166				141				254				671				1,232				186				743				—				—				929
Total funds and accounts		$	5,537				6,437				6,450				8,649				27,072			$	7,262				11,935				—				—				19,197
Net Flows (in millions):
Mutual funds		$	303				1,057				1,395				980				3,736			$	1,024				1,018				—				—				2,043
Managed accounts-retail			(1,770	)			(44	)			(338	)			(110	)			(2,263	)			(97	)			(387	)			—				—				(484	)
Managed accounts-institutional			289				(290	)			(2,159	)			1,091				(1,068	)			222				5,075				—				—				5,297
Closed-end funds			(632	)			77				377				946				767				190				752				—				—				942
Total funds and accounts		$	(1,811	)			801				(725	)			2,907				1,172			$	1,339				6,458				—				—				7,797
Managed funds and accounts (in millions):
Assets under management:
Beginning of period		$	119,223				115,334				127,815				140,979				119,223			$	144,796				150,102				—				—				144,796
Sales — funds and accounts			5,537				6,437				6,450				8,649				27,072				7,262				11,935				—				—				19,197
Dividend reinvestments			70				107				118				182				477				94				145				—				—				238
Redemptions and withdrawals			(7,418	)			(5,743	)			(7,293	)			(5,924	)			(26,377	)			(6,016	)			(5,622	)			—				—				(11,638	)
Total net flows into funds and accounts			(1,811	)			801				(725	)			2,907				1,172				1,339				6,458				—				—				7,797
Appreciation / (depreciation) of managed assets			(2,079	)			11,681				13,889				910				24,400				3,967				(6,326	)			—				—				(2,358	)
End of period		$	115,334				127,815				140,979				144,796				144,796			$	150,102				150,234				—				—				150,234
Recap by product type:
Mutual funds		$	15,264				17,329				20,571				21,370							$	22,781				23,490				—				—
Closed-end funds			39,570				41,892				45,629				45,985								46,634				46,791				—				—
Managed accounts-retail			31,642				34,806				38,336				38,480								39,575				37,353				—				—
Managed accounts-institutional			28,858				33,789				36,443				38,960								41,112				42,600				—				—
Total assets under management		$	115,334				127,815				140,979				144,796							$	150,102				150,234				—				—
Recap by manager:
Nuveen		$	65,968				69,493				76,480				77,315							$	78,396				82,585				—				—
NWQ			14,519				16,568				19,281				19,624								20,481				18,488				—				—
Rittenhouse			—				—				—				—								—				—				—				—
Santa Barbara			3,336				3,677				3,785				3,804								3,670				3,161				—				—
Symphony			6,811				7,293				8,103				8,477								8,848				8,391				—				—
Tradewinds			18,564				23,511				24,562				25,389								27,600				26,116				—				—
HydePark			1,158				1,285				1,401				1,464								1,478				1,268				—				—
Winslow Capital			4,979				5,989				7,366				8,723								9,630				10,225				—				—
Total assets under management		$	115,334				127,815				140,979				144,796							$	150,102				150,234				—				—
Recap by style:
Equity-based		$	46,563				54,717				60,366				63,054							$	66,943				62,953				—				—
Municipals			60,069				62,498				68,570				68,670								69,280				73,788				—				—
Taxable income-oriented			8,702				10,601				12,043				13,072								13,879				13,494				—				—
Total assets under management		$	115,334				127,815				140,979				144,796							$	150,102				150,234				—				—

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.

		Q2 2010
Income/(loss) before taxes (consolidated) (Preliminary GAAP)			(141,331	)
Other (income)/expense — consolidated variable interest entities			145,773
Net interest (income)/expense — consolidated variable interest entities			(26,670	)
Net interest expense			78,514
Amortization & depreciation			21,730	(2)
Adjustments per Credit Agreement:
Non-cash compensation			13,314	(3)
Deal related expenses			286	(4)
Retention, severance and recruiting expense			6,186	(5)
Structured products distribution expense			11,893	(6)
Non-recurring items			2,360	(7)
Pro forma restructuring			142	(8)
Debt and investment related expenses			(5,426	) (9)
Adjusted EBITDA (1)		$	106,771

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.

		Q2 2009
Income/(loss) before taxes (consolidated) (GAAP)			43,108
Other (income)/expense — consolidated variable interest entities			(57,714	)
Net interest (income)/expense — consolidated variable interest entities			(6,535	)
Net interest expense			67,699
Amortization & depreciation			19,956	(2)
Adjustments per Credit Agreement:
Non-cash compensation			8,957	(3)
Deal related expenses			1,587	(4)
Retention, severance and recruiting expense			8,922	(5)
Structured products distribution expense			4,135	(6)
Non-recurring items			1,508	(7)
Pro forma restructuring			3,790	(8)
Debt and investment related expenses			(2,998	) (9)
Adjusted EBITDA (1)		$	92,415

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.

		Q2 2010
		LTM (2)
Income/(loss) before taxes (consolidated) (Preliminary GAAP)			(121,005	)
Other (income)/expense — consolidated variable interest entities			53,415
Net interest (income)/expense — consolidated variable interest entities			(70,380	)
Net interest expense			326,073
Amortization & depreciation			89,423	(3)
Adjustments per Credit Agreement:
Non-cash compensation			72,512	(4)
Deal related expenses			2,422	(5)
Retention, severance and recruiting expense			44,221	(6)
Structured products distribution expense			23,567	(7)
Non-recurring items			16,728	(8)
Pro forma restructuring			1,154	(9)
Debt and investment related expenses			(22,497	) (10)
Adjusted EBITDA (1)		$	415,633

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 11, 2010		NUVEEN INVESTMENTS, INC.
		By:	/s/ John L. MacCarthy
		Name:  John L. MacCarthy
		Title:   Executive Vice President