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): November 10, 2010

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		1-11123 (Commission File Number)		36-3817266 (IRS Employer 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 third quarter 2010 results on Thursday, November 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 the first three 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 Q3 2010, Q3 2009 and the last twelve month period, which includes the last quarter of 2009 and the first three quarters of 2010.

TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2009 and September 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			2,403			—		6,853
Managed accounts-retail		2,270			2,584			2,044			2,326			9,224			2,044			1,904			1,742			—		5,689
Managed accounts-institutional		1,762			1,722			1,804			3,522			8,811			2,807			7,063			3,807			—		13,677
Closed-end funds		166			141			254			671			1,232			186			743			225			—		1,154

Total funds and accounts	$	5,537			6,437			6,450			8,649			27,072		$	7,262			11,935			8,177			—		27,373


Net Flows (in millions):
Mutual funds	$	303			1,057			1,395			980			3,736		$	1,024			1,018			1,055			—		3,098
Managed accounts-retail		(1,770	)		(44	)		(338	)		(110	)		(2,263	)		(97	)		(387	)		(340	)		—		(824	)
Managed accounts-institutional		289			(290	)		(2,159	)		1,091			(1,068	)		222			5,075			1,505			—		6,802
Closed-end funds		(632	)		77			377			946			767			190			752			240			—		1,182

Total funds and accounts	$	(1,811	)		801			(725	)		2,907			1,172		$	1,339			6,458			2,460			—		10,257


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			150,234			—		144,796
Sales — funds and accounts		5,537			6,437			6,450			8,649			27,072			7,262			11,935			8,177			—		27,373
Dividend reinvestments		70			107			118			182			477			94			145			149			—		388
Redemptions and withdrawals		(7,418	)		(5,743	)		(7,293	)		(5,924	)		(26,377	)		(6,016	)		(5,622	)		(5,865	)		—		(17,503	)

Total net flows into funds and accounts		(1,811	)		801			(725	)		2,907			1,172			1,339			6,458			2,460			—		10,257
Appreciation / (depreciation) of managed assets		(2,079	)		11,681			13,889			910			24,400			3,967			(6,326	)		10,153			—		7,794

End of period	$	115,334			127,815			140,979			144,796			144,796		$	150,102			150,234			162,847			—		162,847


Recap by product type:
Mutual funds	$	15,264			17,329			20,571			21,370					$	22,781			23,490			25,689			—
Closed-end funds		39,570			41,892			45,629			45,985						46,634			46,791			48,588			—
Managed accounts-retail		31,642			34,806			38,336			38,480						39,575			37,353			39,986			—
Managed accounts-institutional		28,858			33,789			36,443			38,960						41,112			42,600			48,584			—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			150,234			162,847			—


Recap by manager:
Nuveen	$	65,968			69,493			76,480			77,315					$	78,396			82,585			86,289			—
NWQ		14,519			16,568			19,281			19,624						20,481			18,488			19,744			—
Santa Barbara		3,336			3,677			3,785			3,804						3,670			3,161			3,312			—
Symphony		6,811			7,293			8,103			8,477						8,848			8,391			8,414			—
Tradewinds		18,564			23,511			24,562			25,389						27,600			26,116			30,102			—
HydePark		1,158			1,285			1,401			1,464						1,478			1,268			1,391			—
Winslow Capital		4,979			5,989			7,366			8,723						9,630			10,225			13,596			—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			150,234			162,847			—


Recap by style:
Equity-based	$	46,563			54,717			60,366			63,054					$	66,943			62,953			71,943			—
Municipals		60,069			62,498			68,570			68,670						69,280			73,788			76,544			—
Taxable income-oriented		8,702			10,601			12,043			13,072						13,879			13,494			14,157			—
Commodity		—			—			—			—						—			—			204			—

Total assets under management	$	115,334			127,815			140,979			144,796					$	150,102			150,234			162,847			—

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.


	Q3 2010

Income/(loss) before taxes (consolidated) (GAAP)		52,255

Other (income)/expense — consolidated variable interest entities		(52,431	)
Net interest (income)/expense — consolidated variable interest entities		(21,576	)

Net interest expense		79,118
Amortization & depreciation		21,831	⁽²⁾

Adjustments per Credit Agreement:
Non-cash compensation		11,920	⁽³⁾
Deal related expenses		1,209	⁽⁴⁾
Retention, severance and recruiting expense		8,621	⁽⁵⁾
Structured products distribution expense		5,770	⁽⁶⁾
Non-recurring items		936	⁽⁷⁾
Pro forma restructuring		—
Debt and investment related expenses		(5,138	)⁽⁸⁾

Adjusted EBITDA⁽¹⁾	$	102,515


(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 $4,286 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)		$8,207 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $3,399 is included in Severance and ($2,985) is included in Other operating expense in the consolidated financial statements.

(6)		This amount is included in the Other operating expense line in the consolidated financial statements

(7)		($11) of this amount is included in the Other income/(expense) line in the consolidated financial statements, $816 is included in Outside and professional services and $131 is included in Travel and entertainment in the consolidated financial statements.

(8)		($4,335) of this amount is included in Other income/(expense) in the consolidated financial statements, ($603) is included in Other operating expense, and ($200) is included in Net interest expense.

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.


	Q3 2009

Income/(loss) before taxes (consolidated) (GAAP)		(22,015	)

Other (income)/expense — consolidated variable interest entities		(22,132	)
Net interest (income)/expense — consolidated variable interest entities		(7,850	)

Net interest expense		82,126
Amortization & depreciation		24,584	⁽²⁾

Adjustments per Credit Agreement:
Non-cash compensation		19,533	⁽³⁾
Deal related expenses		1,680	⁽⁴⁾
Retention, severance and recruiting expense		5,906	⁽⁵⁾
Structured products distribution expense		4,653	⁽⁶⁾
Non-recurring items		5,623	⁽⁷⁾
Pro forma restructuring		300	⁽⁸⁾
Debt and investment related expenses		350	⁽⁹⁾

Adjusted EBITDA⁽¹⁾	$	92,758


(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)		$20,302 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $4,282 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)		$4,395 of this amount is included in the Compensation and benefits line in the consolidated financial statements, $764 is included in Severance and $747 is included in Other operating expense in the consolidated financial statements.

(6)		This amount is included in the Other operating expense line in the consolidated financial statements.

(7)		$4,648 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $684 is included in Outside and professional services, $189 is included in Compensation and benefits, $1 is included in Occupancy and equipment, $76 is included in Travel and entertainment and $25 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)		($668) of this amount is included in Other income/(expense) in the consolidated financial statements, $1,308 is included in Net interest expense, and ($290) is included in Other operating expenses.

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.


	Q3 2010
	LTM (2)

Income/(loss) before taxes (consolidated) (GAAP)		(46,777	)

Other (income)/expense — consolidated variable interest entities		18,254
Net interest (income)/expense — consolidated variable interest entities		(79,244	)

Net interest expense		323,065
Amortization & depreciation		86,671	⁽³⁾

Adjustments per Credit Agreement:
Non-cash compensation		64,899	⁽⁴⁾
Deal related expenses		1,951	⁽⁵⁾
Retention, severance and recruiting expense		46,935	⁽⁶⁾
Structured products distribution expense		24,685	⁽⁷⁾
Non-recurring items		12,040	⁽⁸⁾
Pro forma restructuring		854	⁽⁹⁾
Debt and investment related expenses		(27,943	) ⁽¹⁰⁾

Adjusted EBITDA⁽¹⁾	$	425,390


(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 quarter of 2009 and the first three quarters of 2010.

(3)		$70,181 of this amount is included in the Amortization of intangible assets line in the consolidated financial statements and $16,490 is included in Occupancy and equipment.

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

(5)		This amount is included in the Other income/(expense) line in the consolidated financial statements.

(6)		$19,334 of this amount is included in the Severance line in the consolidated financial statements, ($1,860) is included in Other operating expenses and $29,461 is included in Compensation and benefits in the consolidated financial statements.

(7)		$21,654 of this amount is included in the Other operating expenses line in the consolidated financial statements, and $3,031 is included in Compensation and benefits in the consolidated financial statements.

(8)		$4,862 of this amount is included in the Other income/(expense) line in the consolidated financial statements, $3,310 is included in Outside and professional services, $616 is included in Compensation and benefits, $51 is included in Occupancy and equipment, $234 is included in Travel and entertainment and $2,967 is included in Other operating expenses in the consolidated financial statements.

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

(10)		($29,374) of this amount is included in Other income/(expense) in the consolidated financial statements, ($1,844) is included in Other operating expense, and $3,275 is included in Net interest 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: November 10, 2010	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
		Name:	John L. MacCarthy
		Title:	Executive Vice President

NUVEEN INVESTMENTS INC - FORM 8-K - November 10, 2010