##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934
 For the Quarterly Period Ended September 30, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition Period from  to
 Commission File Number 001-11123
 NUVEEN INVESTMENTS, INC.
  Delaware
    
    36-3817266(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)333 West Wacker Drive, Chicago, Illinois
    
    60606(Address of principal executive offices)
    
    (Zip Code)
 (312) 917-7700
 o   x
 o  x
  Large accelerated filer
    
    o
    
    Accelerated filer
    
    oNon-accelerated filer
    
    x
    
    Smaller reporting
Company
    
    o(Do not check if a
smaller reporting
company)
 o  x




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##### 



NUVEEN INVESTMENTS, INC.
 TABLE OF CONTENTS
 PagePART I.  FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated Balance Sheets (Unaudited), September 30, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Income (Unaudited), Three and Nine Months Ended September 30, 2009 and 2008
    
    
    4Consolidated Statement of Changes in Shareholders Equity (Unaudited), Nine Months Ended September 30, 2009
    
    
    5Consolidated
Statements of Cash Flows (Unaudited), Nine Months Ended
September 30, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 4T.
Controls and Procedures
    
    
    41PART II.  OTHER INFORMATIONItem 1 through Item 6
    
    
    42Signatures
    
    
    50Certification of CEOCertification of Principal Financial OfficerSection 906 Certification of CEOSection 906 Certification of Principal Financial OfficerEX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
 
 Consolidated Balance Sheets

Unaudited
(in thousands)
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCash and cash equivalents
    
    $
    325,213
    
    
    $
    467,136Restricted cash for debt retirement
    
    
    222,745
    
    
    
    -Management and distribution fees receivable
    
    
    82,594
    
    
    
    98,733Other receivables
    
    
    30,492
    
    
    
    12,354Furniture, equipment, and leasehold improvements, at cost less
accumulated depreciation
and amortization of $77,336 and $82,483, respectively
    
    
    57,782
    
    
    
    62,009Investments
    
    
    529,754
    
    
    
    347,362Goodwill
    
    
    2,239,314
    
    
    
    2,299,725Intangible assets, less accumulated amortization of $125,667
and $72,945, respectively
    
    
    3,141,833
    
    
    
    3,131,355Current taxes receivable
    
    
    6,578
    
    
    
    14,276Other assets
    
    
    21,641
    
    
    
    21,540Total assets
    
    $
    6,657,946
    
    
    $
    6,454,490LIABILITIES AND EQUITYShort-term obligations:Term notes
    
    $
    222,249
    
    
    $
    -Accounts payable
    
    
    13,044
    
    
    
    9,633Accrued compensation and other expenses
    
    
    122,689
    
    
    
    165,021Fair value of open derivatives
    
    
    7,790
    
    
    
    20,100Other short-term liabilities
    
    
    24,074
    
    
    
    20,642Total short-term obligations
    
    
    389,846
    
    
    
    215,396Long-term obligations:Term notes
    
    $
    4,184,735
    
    
    $
    4,192,922Fair value of open derivatives
    
    
    70,589
    
    
    
    58,474Deferred income tax liability, net
    
    
    1,022,718
    
    
    
    1,047,518Other long-term liabilities
    
    
    24,685
    
    
    
    27,042Total long-term obligations
    
    
    5,302,727
    
    
    
    5,325,956Total liabilities
    
    
    5,692,573
    
    
    
    5,541,352Equity:Nuveen Investments shareholders equity:Additional paid-in capital
    
    
    2,850,589
    
    
    
    2,841,465Retained earnings/ (deficit)
    
    
    (1,875,704
    )
    
    
    (1,796,162
    )Accumulated other comprehensive income/(loss)
    
    
    11,458
    
    
    
    (4,200
    )Total Nuveen Investments shareholders equity
    
    
    986,343
    
    
    
    1,041,103Noncontrolling interest
    
    
    (20,970
    )
    
    
    (127,965
    )Total equity
    
    
    965,373
    
    
    
    913,138Total liabilities and equity
    
    $
    6,657,946
    
    
    $
    6,454,490
 See accompanying notes to consolidated financial statements.
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NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
 
 Consolidated Statements of Income 

Unaudited
(in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenues:Investment advisory fees from assets under management
    
    $
    160,187
    
    
    $
    180,279
    
    
    $
    445,634
    
    
    $
    556,972Product distribution
    
    
    71
    
    
    
    1,142
    
    
    
    756
    
    
    
    3,192Performance fees / other revenue
    
    
    1,306
    
    
    
    9,953
    
    
    
    11,297
    
    
    
    19,207Total operating revenues
    
    
    161,564
    
    
    
    191,374
    
    
    
    457,687
    
    
    
    579,371Operating expenses:Compensation and benefits
    
    
    70,995
    
    
    
    66,299
    
    
    
    188,142
    
    
    
    218,623Severance
    
    
    764
    
    
    
    1,880
    
    
    
    7,459
    
    
    
    13,552Advertising and promotional costs
    
    
    2,513
    
    
    
    3,662
    
    
    
    6,619
    
    
    
    10,400Occupancy and equipment costs
    
    
    9,005
    
    
    
    7,413
    
    
    
    25,410
    
    
    
    21,141Amortization of intangible assets
    
    
    20,302
    
    
    
    16,235
    
    
    
    52,722
    
    
    
    48,635Travel and entertainment
    
    
    2,144
    
    
    
    2,954
    
    
    
    6,905
    
    
    
    9,443Outside and professional services
    
    
    10,096
    
    
    
    11,992
    
    
    
    30,710
    
    
    
    32,483Other operating expenses
    
    
    10,650
    
    
    
    10,607
    
    
    
    30,537
    
    
    
    26,736Total operating expenses
    
    
    126,469
    
    
    
    121,042
    
    
    
    348,504
    
    
    
    381,013Other income/(expense)
    
    
    17,058
    
    
    
    (41,017
    )
    
    
    91,162
    
    
    
    (64,395
    )Net interest expense
    
    
    (74,168
    )
    
    
    (59,729
    )
    
    
    (199,462
    )
    
    
    (196,707
    )Income/(loss) before taxes
    
    
    (22,015
    )
    
    
    (30,414
    )
    
    
    883
    
    
    
    (62,744
    )Income tax expense/(benefit)
    
    
    (19,004
    )
    
    
    5,614
    
    
    
    (33,959
    )
    
    
    1,535Net income/(loss)
    
    
    (3,011
    )
    
    
    (36,028
    )
    
    
    34,842
    
    
    
    (64,279
    )Less: net income/(loss) attributable to the noncontrolling interests
    
    
    30,369
    
    
    
    (26,906
    )
    
    
    114,289
    
    
    
    (48,911
    )Net income/(loss) attributable to Nuveen Investments
    
    $
    (33,380
    )
    
    $
    (9,122
    )
    
    $
    (79,447
    )
    
    $
    (15,368
    )
 See accompanying notes to consolidated financial statements.
 4




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##### Table of Contents



NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
 
 Consolidated Statement of Changes in Shareholders Equity
 Unaudited
 (in thousands)
 Nuveen Investments, Inc. & SubsidiariesAccumulatedAdditional
    
    
    Retained
    
    
    OtherPaid-In
    
    
    Earnings/
    
    
    Comprehensive
    
    
    NoncontrollingCapital
    
    
    (Deficit)
    
    
    Income/(Loss)
    
    
    Interests
    
    
    TotalBalance at December 31, 2008
    
    $
    2,841,465
    
    
    
    (1,796,162
    )
    
    
    (4,200
    )
    
    
    (127,965
    )
    
    $
    913,138Net income/(loss)
    
    
    
    
    
    
    (79,447
    )
    
    
    
    
    
    
    114,289
    
    
    
    34,842Cash dividends paid
    
    
    
    
    
    
    (95
    )
    
    
    
    
    
    
    (3,187
    )
    
    
    (3,282
    )Amortization of deferred and restricted class A units
    
    
    4,161
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,161Deferred and restricted class A unit payouts
    
    
    (280
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )Vested value of class B units
    
    
    17,809
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,809Amortization of equity interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,462
    
    
    
    3,462Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    15,658
    
    
    
    
    
    
    
    15,658Purchase of and other changes to noncontrolling interests
    
    
    (12,566
    )
    
    
    
    
    
    
    
    
    
    
    (7,569
    )
    
    
    (20,135
    )Balance at September 30, 2009
    
    $
    2,850,589
    
    
    
    (1,875,704
    )
    
    
    11,458
    
    
    
    (20,970
    )
    
    $
    965,373
 Nine MonthsComprehensive Income/(Loss) (in 000s):
    
    Ending 9/30/09Net income
    
    $
    34,842Other comprehensive income/(loss):Unrealized gains/(losses) on marketable equity securities, net of tax
    
    
    15,274Reclassification adjustments for realized (gains)/losses
    
    
    257Funded status of retirement plans, net of tax
    
    
    123Foreign currency translation adjustment
    
    
    4Subtotal: other comprehensive income/(loss)
    
    
    15,658Comprehensive income
    
    
    50,500less: net income attributable to noncontrolling interests
    
    
    114,289Comprehensive loss attributable to Nuveen Investments
    
    $
    (63,789
    )
 See accompanying notes to consolidated financial statements.
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NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 Unaudited
 (in thousands)
 Nine Months Ended September 30,2009
    
    
    2008Cash flows from operating activities:Net income/(loss)
    
    $
    34,842
    
    
    $
    (64,279
    )Adjustments to reconcile net income/(loss) to net cash
provided from operating activities:Net (income)/loss attributable to noncontrolling interests
    
    
    (114,289
    )
    
    
    48,911Deferred income taxes
    
    
    (33,984
    )
    
    
    (7,036
    )Depreciation of office property, equipment and leaseholds
    
    
    11,212
    
    
    
    7,368Loss on sale of fixed assets
    
    
    1,771
    
    
    
    4Realized (gains)/losses from available-for-sale investments
    
    
    (2,651
    )
    
    
    62Unrealized (gains)/losses on derivatives
    
    
    (142
    )
    
    
    2,966Amortization of intangible assets
    
    
    52,722
    
    
    
    48,635Amortization of debt related items, net
    
    
    8,665
    
    
    
    6,888Compensation expense for equity plans
    
    
    25,432
    
    
    
    29,799Compensation
expense for mutual fund incentive program
    
    
    12,343
    
    
    
    -Net gain on early retirement of Senior Unsecured Notes - 5% of 2010
    
    
    (4,291
    )
    
    
    -Loss due to acceleration of deferred debt items from first lien paydown
    
    
    3,697
    
    
    
    -Net (increase) decrease in assets:Management and distribution fees receivable
    
    
    16,139
    
    
    
    4,655Other receivables
    
    
    (9,855
    )
    
    
    17,310Current taxes receivable
    
    
    7,698
    
    
    
    176,820Other assets
    
    
    (418
    )
    
    
    (121
    )Net increase (decrease) in liabilities:Accrued compensation and other expenses
    
    
    (51,214
    )
    
    
    (47,362
    )Accounts payable
    
    
    2,445
    
    
    
    871Other liabilities
    
    
    (10,784
    )
    
    
    (401
    )Other
    
    
    (483
    )
    
    
    (7
    )Net cash provided by/(used in) operating activities
    
    
    (51,145
    )
    
    
    225,083Cash flows from financing activities:Proceeds from loans and notes payable, net of discount
    
    
    451,500
    
    
    
    -Debt issuance costs
    
    
    (29,890
    )
    
    
    -Restricted cash: escrow for senior notes due 9/15/10
    
    
    (222,745
    )
    
    
    -Repayment of notes payable
    
    
    (210,441
    )
    
    
    (11,575
    )Early retirement of notes payable
    
    
    (5,178
    )
    
    
    -Purchase of noncontrolling interests
    
    
    (18,132
    )
    
    
    (84,934
    )Payment of income allocation to noncontrolling interests
    
    
    (2,053
    )
    
    
    (7,654
    )Undistributed income allocation for noncontrolling interests
    
    
    1,098
    
    
    
    1,931Dividends paid
    
    
    (95
    )
    
    
    (50
    )Conversion of right to receive A shares into A shares
    
    
    -
    
    
    
    72Deferred and restricted Class A unit payouts
    
    
    (280
    )
    
    
    -Net cash used in financing activities
    
    
    (36,216
    )
    
    
    (102,210
    )Cash flows from investing activities:Winslow acquisition
    
    
    (97
    )
    
    
    -HydePark acquisition
    
    
    (2,692
    )
    
    
    -MDP Transaction
    
    
    -
    
    
    
    (127
    )Purchase of office property and equipment
    
    
    (7,984
    )
    
    
    (18,513
    )Proceeds from sales of investment securities
    
    
    27,101
    
    
    
    13,293Purchases of investment securities
    
    
    (19,662
    )
    
    
    (13,225
    )Purchases of securities for mutual fund incentive program
    
    
    (52,000
    )
    
    
    -Net change in consolidated funds
    
    
    767
    
    
    
    (100,741
    )Other
    
    
    1
    
    
    
    3Net cash used in investing activities
    
    
    (54,566
    )
    
    
    (119,310
    )Effect of exchange rates on cash and cash equivalents
    
    
    4
    
    
    
    (9
    )Increase/(decrease) in cash and cash equivalents
    
    
    (141,923
    )
    
    
    3,554Cash and cash equivalents:Beginning of year
    
    
    467,136
    
    
    
    285,051End of period
    
    $
    325,213
    
    
    $
    288,605Supplemental Information:Taxes Paid
    
    $
    221
    
    
    $
    6,362Interest Paid
    
    $
    188,124
    
    
    $
    207,696
 See accompanying notes to consolidated financial statements.
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##### Table of Contents



NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements
(Unaudited)
September 30, 2009
 Note 1 Basis of Presentation
    Acquisition of the Company
   Certain Funds Required to be Consolidated
  Symphony CLO V:
 New funds:
 7




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Codification of Accounting Standards
 The FASB
Accounting Standards Codification TM FASB Accounting Standards Codification TM
   Presentation of Minority Interests / Noncontrolling Interests
      Other
  8




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Note 2 Fair Value Measurements
  
    
    Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the reporting entity has the ability to
access at the measurement date.
    
    Level 2 - inputs to the valuation methodology other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or indirectly,
through corroboration with observable market data (market-corroborated inputs).
    
    Level 3 - inputs to the valuation methodology that are unobservable inputs for the
asset or liability  that is, inputs that reflect the reporting entitys own assumptions
about the assumptions market participants would use in pricing the asset or liability
(including assumptions about risk) developed based on the best information available in
the circumstances.
    Fair Value Measurements at September 30, 2009 UsingQuoted Prices in
    
    
    
    
    
    SignificantActive Markets
    
    Significant Other
    
    Unobservablefor Identical
    
    Observable Inputs
    
    InputsDescription
    
    September 30,
    
    Assets (Level 1)
    
    (Level 2)
    
    (Level 3)2009AssetsAvailable-for-sale securities
    
    $
    167,409
    
    
    $
    124,746
    
    
    $
    20,868
    
    
    $
    21,795Underlying investments from
consolidated vehicle
    
    
    361,711
    
    
    
    -
    
    
    
    -
    
    
    
    361,711Other investments
    
    
    634
    
    
    
    -
    
    
    
    564
    
    
    
    70Subtotal: Total Investments
    
    $
    529,754
    
    
    $
    124,746
    
    
    $
    21,432
    
    
    $
    383,576LiabilitiesDerivative financial instruments
(short-term and long-term)
    
    $
    (78,379)
    
    
    
    -
    
    
    
    -
    
    
    $
    (78,379)
 9




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Fair Value Measurements at December 31, 2008 UsingQuoted Prices in
    
    
    
    
    
    SignificantActive Markets
    
    Significant Other
    
    UnobservableDecember 31,
    
    for Identical
    
    Observable Inputs
    
    InputsDescription
    
    2008
    
    Assets (Level 1)
    
    (Level 2)
    
    (Level 3)AssetsAvailable-for-sale securities
    
    $
    105,967
    
    
    $
    72,179
    
    
    $
    14,796
    
    
    $
    18,992Underlying investments from 

consolidated vehicle
    
    
    241,180
    
    
    
    -
    
    
    
    -
    
    
    
    241,180Other investments
    
    
    215
    
    
    
    -
    
    
    
    146
    
    
    
    69Subtotal: Total Investments
    
    $
    347,362
    
    
    $
    72,179
    
    
    $
    14,942
    
    
    $
    260,241LiabilitiesDerivative financial instruments
(short-term and long-term)
    
    $
    (78,574)
    
    
    
    (52)
    
    
    
    -
    
    
    $
    (78,522)
  Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 UnderlyingInvestmentsAvailable-
    
    in
    
    
    
    
    
    Derivativefor-Sale
    
    Consolidated
    
    Other
    
    FinancialSecurities
    
    Vehicle
    
    Investments
    
    Instruments
    
    TotalBeginning balance (as of June 30, 2009)
    
    $
    18,542
    
    
    $
    322,815
    
    
    $
    10,374
    
    
    $
    (78,664
    )
    
    $
    273,067Total gains or losses (realized/unrealized)
    
    
    3,253
    
    
    
    23,165
    
    
    
    10
    
    
    
    285
    
    
    
    26,713Included in earnings
    
    
    27
    
    
    
    23,165
    
    
    
    10
    
    
    
    285
    
    
    
    23,487Included in other comprehensive income
    
    
    3,226
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,226Purchases and sales
    
    
    -
    
    
    
    15,731
    
    
    
    (9,750
    )
    
    
    -
    
    
    
    5,981Transfers in and/or out of Level 3
    
    
    -
    
    
    
    -
    
    
    
    (564
    )
    
    
    -
    
    
    
    (564
    )Ending balance (as of September 30, 2009)
    
    $
    21,795
    
    
    $
    361,711
    
    
    $
    70
    
    
    $
    (78,379
    )
    
    $
    305,197UnderlyingInvestmentsAvailable-
    
    in
    
    
    
    
    
    Derivativefor-Sale
    
    Consolidated
    
    Other
    
    FinancialSecurities
    
    Vehicle
    
    Investments
    
    Instruments
    
    TotalBeginning balance (as of January 1, 2009)
    
    $
    18,992
    
    
    $
    241,180
    
    
    $
    215
    
    
    $
    (78,522
    )
    
    $
    181,865Total gains or losses (realized/unrealized)
    
    
    4,478
    
    
    
    95,643
    
    
    
    169
    
    
    
    143
    
    
    
    100,433Included in earnings
    
    
    83
    
    
    
    95,643
    
    
    
    169
    
    
    
    143
    
    
    
    96,038Included in other comprehensive income
    
    
    4,395
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    4,395Purchases and sales
    
    
    (1,675
    )
    
    
    24,888
    
    
    
    250
    
    
    
    -
    
    
    
    23,463Transfers in and/or out of Level 3
    
    
    -
    
    
    
    -
    
    
    
    (564
    )
    
    
    -
    
    
    
    (564
    )Ending balance (as of September 30, 2009)
    
    $
    21,795
    
    
    $
    361,711
    
    
    $
    70
    
    
    $
    (78,379
    )
    
    $
    305,197
  10




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##### Table of Contents



Available-for-Sale Securities
    (in 000s)
    
    
    
    
    
    GrossUnrealized

    
    Gross UnrealizedCost

    
    Holding Gains

    
    Holding Losses

    
    Fair ValueAt September 30, 2009Equity
    
    $
    99,510
    
    
    $
    20,292
    
    
    $
    (180
    )
    
    $
    119,622Taxable Fixed Income
    
    
    44,563
    
    
    
    4,588
    
    
    
    (1,364
    )
    
    
    47,787$
    144,073
    
    
    $
    24,880
    
    
    $
    (1,544
    )
    
    $
    167,409At December 31, 2008Equity
    
    $
    54,552
    
    
    $
    332
    
    
    $
    --
    
    
    $
    54,884Taxable Fixed Income
    
    
    52,728
    
    
    
    5
    
    
    
    (1,650
    )
    
    
    51,083$
    107,280
    
    
    $
    337
    
    
    $
    (1,650
    )
    
    $
    105,967
 Underlying Investments from Consolidated Vehicle
  Other Investments
   Derivative Financial Instruments
  11




---



##### Table of Contents



Derivative Instruments Related to Long-Term Debt
     Derivative Instruments Related to Certain Product Portfolios
  Methods for Determining Fair Value
   12




---



##### Table of Contents



(in 000s)
 September 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueAssets:Cash and cash equivalents
    
    
    $325,213
    
    
    
    $325,213
    
    
    
    $467,136
    
    
    
    $467,136Restricted cash
    
    
    222,745
    
    
    
    222,745
    
    
    
    -
    
    
    
    -Fees receivable
    
    
    82,594
    
    
    
    82,594
    
    
    
    98,733
    
    
    
    98,733Other receivables
    
    
    30,492
    
    
    
    30,492
    
    
    
    12,354
    
    
    
    12,354Underlying securities in consolidated funds
    
    
    361,711
    
    
    
    361,711
    
    
    
    241,180
    
    
    
    241,180Available-for-sale securities
    
    
    167,409
    
    
    
    167,409
    
    
    
    105,967
    
    
    
    105,967Other investments
    
    
    634
    
    
    
    634
    
    
    
    215
    
    
    
    215Liabilities:Term notes  short term and long term,
excluding CLO V
    
    
    $4,144,942
    
    
    
    $3,585,772
    
    
    
    $3,864,883
    
    
    
    $1,346,099Accounts payable
    
    
    13,044
    
    
    
    13,044
    
    
    
    9,633
    
    
    
    9,633Fair value of open derivatives  short term
and long term
    
    
    78,379
    
    
    
    78,379
    
    
    
    78,574
    
    
    
    78,574
 Note 3 Income Taxes
    Note 4 Net Capital Requirement
  13




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##### Table of Contents



Note 5 Goodwill and Intangible Assets
  Balance at December 31, 2008
    
    $
    2,299,725Winslow: working capital adjustment
    
    
    97HydePark contingent payment related to acquisition
    
    
    2,692Winslow acquisition: reclassification to intangible assets
    
    
    (63,200
    )Balance at September 30, 2009
    
    $
    2,239,314
    At September 30, 2009
    
    
    At December 31, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated

    
    Carrying

    
    AccumulatedAmount
    
    
    Amortization

    
    Amount

    
    AmortizationNuveen trade name
    
    $
    184,900
    
    
    $
    -
    
    
    $
    184,900
    
    
    $
    -Nuveen investment contracts  closed-end funds
    
    
    1,277,900
    
    
    
    -
    
    
    
    1,277,900
    
    
    
    -Nuveen investment contracts  mutual funds
    
    
    768,900
    
    
    
    -
    
    
    
    768,900
    
    
    
    -Nuveen customer relationships  managed accounts
    
    
    972,600
    
    
    
    121,575
    
    
    
    972,600
    
    
    
    72,945Winslow trade name
    
    
    2,100
    
    
    
    80
    
    
    
    -
    
    
    
    -Winslow NYLIM customer relationship
    
    
    22,800
    
    
    
    1,344
    
    
    
    -
    
    
    
    -Winslow other customer relationships
    
    
    38,300
    
    
    
    2,668
    
    
    
    -
    
    
    
    -Total
    
    $
    3,267,500
    
    
    $
    125,667
    
    
    $
    3,204,300
    
    
    $
    72,945
    14




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##### Table of Contents



Note 6 Debt
  (in 000s)
 September 30,

    
    December 31,2009

    
    2008Short-Term Obligations:Senior Term Notes:Senior term notes  5% due 9/15/10
    
    $
    222,745
    
    
    
    --Net unamortized discount
    
    
    (130)
    
    
    
    --Net unamortized debt issuance costs
    
    
    (366)
    
    
    
    --Total Short-Term Term Notes
    
    $
    222,249
    
    
    $
    --Long-Term Obligations:Senior Term Notes:Senior term notes  5% due 9/15/10
    
    
    --
    
    
    $
    232,245Net unamortized discount
    
    
    --
    
    
    
    (237)Net unamortized debt issuance costs
    
    
    --
    
    
    
    (667)Senior term notes  5.5% due 9/15/15
    
    $
    300,000
    
    
    
    300,000Net unamortized discount
    
    
    (994)
    
    
    
    (1,098)Net unamortized debt issuance costs
    
    
    (1,562)
    
    
    
    (1,725)Term Loan Facility due 11/13/14
    
    
    2,087,197
    
    
    
    2,297,638Net unamortized discount
    
    
    (16,530)
    
    
    
    (20,201)Net unamortized debt issuance costs
    
    
    (21,244)
    
    
    
    (25,958)Senior Unsecured 10.5% Notes due 11/15/15
    
    
    785,000
    
    
    
    785,000Net unamortized debt issuance costs
    
    
    (22,922)
    
    
    
    (24,823)Revolving Credit Facility due 11/13/13
    
    
    250,000
    
    
    
    250,000Second Lien Debt 12.5% due 7/31/15
    
    
    450,000
    
    
    
    --Net unamortized discount
    
    
    (44,188)
    
    
    
    --Net unamortized debt issuance costs
    
    
    (28,262)
    
    
    
    --Incremental Second Lien Debt due 7/31/15
    
    
    50,000
    
    
    
    --Net unamortized discount
    
    
    (3,436)
    
    
    
    --Net unamortized debt issuance costs
    
    
    (1,072)
    
    
    
    --Symphony CLO V Notes Payable
    
    
    378,540
    
    
    
    378,540Symphony CLO V Subordinated Notes
    
    
    24,208
    
    
    
    24,208Total Long-Term Term Notes
    
    $
    4,184,735
    
    
    $
    4,192,922
 15




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##### Table of Contents



Senior Secured Credit Agreement
      Second-Lien Term Loan and Restricted Cash
      Senior Unsecured Notes
   16




---



##### Table of Contents



Senior Term Notes  Predecessor / Successor
    Symphony CLO V
  Note 7 Derivative Financial Instruments
   Derivative Transactions Related to Financing Part of the Transactions
   17




---



##### Table of Contents



Contingent Features.
 Derivative Transactions Related to Certain Product Portfolios
  18




---



##### Table of Contents



Note 8 Retirement Plans
  Three Months
    
    
    Three MonthsEnded September 30, 2009
    
    
    Ended September 30, 2008Total
    
    
    Post-
    
    
    Total
    
    
    Post-Pension
    
    
    Retirement
    
    
    Pension
    
    
    RetirementService Cost
    
    $
    367
    
    
    $
    13
    
    
    $
    382
    
    
    $
    90Interest Cost
    
    
    629
    
    
    
    114
    
    
    
    599
    
    
    
    165Expected Return on Assets
    
    
    (433)
    
    
    
    -
    
    
    
    (599)
    
    
    
    -Amortization of:Unrecognized Prior
Service Cost
    
    
    (31)
    
    
    
    24
    
    
    
    (38)
    
    
    
    -Unrecognized (Gain)/Loss
    
    
    114
    
    
    
    (44)
    
    
    
    -
    
    
    
    -Total
    
    $
    646
    
    
    $
    107
    
    
    $
    344
    
    
    $
    255Nine Months
    
    
    Nine MonthsEnded September 30, 2009
    
    
    Ended September 30, 2008Total
    
    
    Post-
    
    
    Total
    
    
    Post-Pension
    
    
    Retirement
    
    
    Pension
    
    
    RetirementService Cost
    
    $
    1,101
    
    
    $
    40
    
    
    $
    1,145
    
    
    $
    270Interest Cost
    
    
    1,886
    
    
    
    342
    
    
    
    1,799
    
    
    
    496Expected Return on Assets
    
    
    (1,300)
    
    
    
    -
    
    
    
    (1,796)
    
    
    
    -Amortization of:Unrecognized Prior
Service Cost
    
    
    (92)
    
    
    
    72
    
    
    
    (115)
    
    
    
    -Unrecognized (Gain)/Loss
    
    
    342
    
    
    
    (133)
    
    
    
    -
    
    
    
    -Total
    
    $
    1,937
    
    
    $
    321
    
    
    $
    1,033
    
    
    $
    766
   Note 9 Investments in Collateralized Loan and Debt Obligations
  19




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##### Table of Contents



Note 10 Mutual Fund Incentive Program
 
 Note 11 Recent Updates to Authoritative Accounting Literature
 Codification
   Variable Interest Entities
    
    
    the power to direct the activities of a variable interest entity that most
significantly impact the entitys economic performance; and
 20




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##### Table of Contents




    
    the obligation to absorb losses of the entity that could potentially be significant to
the variable interest entity or the right to receive benefits from the entity that could
potentially be significant to the variable interest entity.
       Note 12 Financial Information Related to Guarantor Subsidiaries
    21




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##### Table of Contents



Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
September 30, 2009
(in 000s)
 Parent
    
    
    Issuer of Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedWindy City
    
    
    
    
    
    
    
    
    
    Non
    
    
    
    
    
    
    excludingInvestments,
    
    
    Nuveen
    
    
    Guarantor
    
    
    Guarantor
    
    
    Intercompany
    
    
    Symphony CLO
    
    
    SymphonyInc.
    
    
    Investments, Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    V
    
    
    CLO V
    
    
    ConsolidatedAssetsCash and cash equivalents
    $
    
    -
    
    
    
    240,605
    
    
    
    12,766
    
    
    
    55,648
    
    
    
    -
    
    
    
    309,019
    
    
    
    16,194
    
    $
    
    325,213Restricted cash for debt retirement
    
    
    -
    
    
    
    222,745
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    222,745
    
    
    
    -
    
    
    
    222,745Management and distribution fees receivable
    
    
    -
    
    
    
    -
    
    
    
    77,613
    
    
    
    4,981
    
    
    
    -
    
    
    
    82,594
    
    
    
    -
    
    
    
    82,594Other receivables
    
    
    -
    
    
    
    (1,171,992
    )
    
    
    1,295,384
    
    
    
    (105,816
    )
    
    
    -
    
    
    
    17,576
    
    
    
    12,916
    
    
    
    30,492Furniture, equipment and leasehold improvements*
    
    
    -
    
    
    
    -
    
    
    
    38,591
    
    
    
    19,191
    
    
    
    -
    
    
    
    57,782
    
    
    
    -
    
    
    
    57,782Investments
    
    
    -
    
    
    
    165,919
    
    
    
    2,065
    
    
    
    10,623
    
    
    
    -
    
    
    
    178,607
    
    
    
    351,147
    
    
    
    529,754Investment in Subsidiaries
    
    
    986,343
    
    
    
    1,456,148
    
    
    
    750,517
    
    
    
    503
    
    
    
    (3,193,511)
    
    
    
    -
    
    
    
    -
    
    
    
    -Goodwill
    
    
    -
    
    
    
    2,166,302
    
    
    
    70,320
    
    
    
    2,692
    
    
    
    -
    
    
    
    2,239,314
    
    
    
    -
    
    
    
    2,239,314Intangible assets*
    
    
    -
    
    
    
    3,082,725
    
    
    
    59,108
    
    
    
    -
    
    
    
    -
    
    
    
    3,141,833
    
    
    
    -
    
    
    
    3,141,833Current taxes receivable
    
    
    -
    
    
    
    6,400
    
    
    
    178
    
    
    
    -
    
    
    
    -
    
    
    
    6,578
    
    
    
    -
    
    
    
    6,578Other assets
    
    
    -
    
    
    
    -
    
    
    
    11,008
    
    
    
    6,941
    
    
    
    -
    
    
    
    17,949
    
    
    
    3,692
    
    
    
    21,641$
    
    986,343
    
    
    
    6,168,852
    
    
    
    2,317,550
    
    
    
    (5,237
    )
    
    
    (3,193,511)
    
    
    
    6,273,997
    
    
    
    383,949
    
    $
    
    6,657,946Liabilities and EquityShort-Term Obligations:Term notes
    $
    
    -
    
    
    
    222,249
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    222,249
    
    
    
    -
    
    $
    
    222,249Accounts payable
    
    
    -
    
    
    
    69
    
    
    
    4,600
    
    
    
    8,375
    
    
    
    -
    
    
    
    13,044
    
    
    
    -
    
    
    
    13,044Accrued compensation and other expenses
    
    
    -
    
    
    
    57,552
    
    
    
    62,184
    
    
    
    678
    
    
    
    -
    
    
    
    120,414
    
    
    
    2,275
    
    
    
    122,689Fair value of open derivatives
    
    
    -
    
    
    
    7,790
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    7,790
    
    
    
    -
    
    
    
    7,790Other short-term liabilities
    
    
    -
    
    
    
    -
    
    
    
    605
    
    
    
    452
    
    
    
    -
    
    
    
    1,057
    
    
    
    23,017
    
    
    
    24,074Total Short-Term Obligations
    
    
    -
    
    
    
    287,660
    
    
    
    67,389
    
    
    
    9,505
    
    
    
    -
    
    
    
    364,554
    
    
    
    25,292
    
    
    
    389,846Long-Term Obligations:Term notes
    
    
    -
    
    
    
    3,781,987
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,781,987
    
    
    
    402,748
    
    
    
    4,184,735Fair value of open derivatives
    
    
    -
    
    
    
    70,589
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    70,589
    
    
    
    -
    
    
    
    70,589Deferred income tax liability, net
    
    
    -
    
    
    
    1,042,273
    
    
    
    (23,479
    )
    
    
    3,924
    
    
    
    -
    
    
    
    1,022,718
    
    
    
    -
    
    
    
    1,022,718Other long-term liabilities
    
    
    -
    
    
    
    -
    
    
    
    21,842
    
    
    
    2,843
    
    
    
    -
    
    
    
    24,685
    
    
    
    -
    
    
    
    24,685Total Long-Term Obligations
    
    
    -
    
    
    
    4,894,849
    
    
    
    (1,637
    )
    
    
    6,767
    
    
    
    -
    
    
    
    4,899,979
    
    
    
    402,748
    
    
    
    5,302,727Total Liabilities
    
    
    -
    
    
    
    5,182,509
    
    
    
    65,752
    
    
    
    16,272
    
    
    
    -
    
    
    
    5,264,533
    
    
    
    428,040
    
    
    
    5,692,573Equity:Nuveen Investments shareholders equity
    
    
    986,343
    
    
    
    986,343
    
    
    
    2,228,730
    
    
    
    (21,562
    )
    
    
    (3,193,511)
    
    
    
    986,343
    
    
    
    -
    
    
    
    986,343Noncontrolling interest
    
    
    -
    
    
    
    -
    
    
    
    23,068
    
    
    
    53
    
    
    
    
    
    
    
    23,121
    
    
    
    (44,091
    )
    
    
    (20,970
    )Total equity
    
    
    986,343
    
    
    
    986,343
    
    
    
    2,251,798
    
    
    
    (21,509
    )
    
    
    (3,193,511)
    
    
    
    1,009,464
    
    
    
    (44,091
    )
    
    
    965,373$
    
    986,343
    
    
    
    6,168,852
    
    
    
    2,317,550
    
    
    
    (5,237
    )
    
    
    (3,193,511)
    
    
    
    6,273,997
    
    
    
    383,949
    
    $
    
    6,657,946
  22




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##### Table of Contents



Nuveen Investments, Inc. & Subsidiaries
 CONSOLIDATING STATEMENTS OF OPERATIONS
 For the Nine Months Ended September 30, 2009
 (in 000s)
 Parent
    
    
    Issuer of Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedNuveen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    excludingWindy City
    
    
    Investments,
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    Intercompany
    
    
    Symphony CLO
    
    
    SymphonyInvestments, Inc.
    
    
    Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    V
    
    
    CLO V
    
    
    ConsolidatedOperating revenues:Investment advisory fees
    $
    
    -
    
    
    
    -
    
    
    
    442,621
    
    
    
    3,013
    
    
    
    -
    
    
    
    445,634
    
    
    
    -
    
    $
    
    445,634Product distribution
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    756
    
    
    
    -
    
    
    
    756
    
    
    
    -
    
    
    
    756Performance fees/other
revenue
    
    
    -
    
    
    
    -
    
    
    
    9,276
    
    
    
    30,187
    
    
    
    (28,166)
    
    
    
    11,297
    
    
    
    -
    
    
    
    11,297Total operating revenues
    
    
    -
    
    
    
    -
    
    
    
    451,897
    
    
    
    33,956
    
    
    
    (28,166)
    
    
    
    457,687
    
    
    
    -
    
    
    
    457,687Operating expenseCompensation and benefits
    
    
    -
    
    
    
    1,758
    
    
    
    168,868
    
    
    
    17,516
    
    
    
    -
    
    
    
    188,142
    
    
    
    -
    
    
    
    188,142Severance
    
    
    -
    
    
    
    -
    
    
    
    7,459
    
    
    
    -
    
    
    
    -
    
    
    
    7,459
    
    
    
    -
    
    
    
    7,459Advertising and promotional
costs
    
    
    -
    
    
    
    -
    
    
    
    6,352
    
    
    
    267
    
    
    
    -
    
    
    
    6,619
    
    
    
    -
    
    
    
    6,619Occupancy and equipment
costs
    
    
    -
    
    
    
    -
    
    
    
    19,509
    
    
    
    5,901
    
    
    
    -
    
    
    
    25,410
    
    
    
    -
    
    
    
    25,410Amortization of intangible
assets
    
    
    -
    
    
    
    48,630
    
    
    
    4,092
    
    
    
    -
    
    
    
    -
    
    
    
    52,722
    
    
    
    -
    
    
    
    52,722Travel and entertainment
    
    
    -
    
    
    
    228
    
    
    
    5,578
    
    
    
    1,099
    
    
    
    -
    
    
    
    6,905
    
    
    
    -
    
    
    
    6,905Outside and professional
services
    
    
    -
    
    
    
    43
    
    
    
    25,729
    
    
    
    4,978
    
    
    
    (40)
    
    
    
    30,710
    
    
    
    -
    
    
    
    30,710Other operating expenses
    
    
    -
    
    
    
    1,679
    
    
    
    25,500
    
    
    
    31,484
    
    
    
    (28,126)
    
    
    
    30,537
    
    
    
    -
    
    
    
    30,537Total operating expenses
    
    
    -
    
    
    
    52,338
    
    
    
    263,087
    
    
    
    61,245
    
    
    
    (28,166)
    
    
    
    348,504
    
    
    
    -
    
    
    
    348,504Other income/(expense)
    
    
    -
    
    
    
    2,140
    
    
    
    (4,837)
    
    
    
    392
    
    
    
    -
    
    
    
    (2,305)
    
    
    
    93,467
    
    
    
    91,162Net interest revenue/(expense)
    
    
    -
    
    
    
    (220,225)
    
    
    
    864
    
    
    
    175
    
    
    
    -
    
    
    
    (219,186)
    
    
    
    19,724
    
    
    
    (199,462)Income/(loss) before taxes
    
    
    -
    
    
    
    (270,423)
    
    
    
    184,837
    
    
    
    (26,722)
    
    
    
    -
    
    
    
    (112,308)
    
    
    
    113,191
    
    
    
    883Income tax expense/(benefit)
    
    
    -
    
    
    
    (43,373)
    
    
    
    6,612
    
    
    
    2,802
    
    
    
    -
    
    
    
    (33,959)
    
    
    
    -
    
    
    
    (33,959)Net income (loss)
    
    
    -
    
    
    
    (227,050)
    
    
    
    178,225
    
    
    
    (29,524)
    
    
    
    -
    
    
    
    (78,349)
    
    
    
    113,191
    
    
    
    34,842Less: net (income)/loss
attributable to the noncontrolling
interests
    
    
    -
    
    
    
    -
    
    
    
    1,095
    
    
    
    3
    
    
    
    -
    
    
    
    1,098
    
    
    
    113,191
    
    
    
    114,289Net income/(loss) attributable to
Nuveen Investments
    $
    
    -
    
    
    
    (227,050)
    
    
    
    177,130
    
    
    
    (29,527)
    
    
    
    -
    
    
    
    (79,447)
    
    
    
    -
    
    $
    
    (79,447)
 23




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##### Table of Contents



Nuveen Investments, Inc. & Subsidiaries
 CONSOLIDATING STATEMENTS OF CASH FLOW
 For the Nine Months Ended September 30, 2009
 (in 000s)
 Parent
    
    
    Issuer of Notes
    
    
    
    
    
    
    
    
    
    
    ConsolidatedWindy City
    
    
    Nuveen
    
    
    
    
    
    
    
    
    
    
    excludingInvestments,
    
    
    Investments,
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    Symphony CLO
    
    
    Symphony CLOInc.
    
    
    Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    V
    
    
    V
    
    
    ConsolidatedCash flows from operating activities:Net income/(loss)
    $
    
    -
    
    
    
    (227,050)
    
    
    
    178,225
    
    
    
    (29,524)
    
    
    
    (78,349)
    
    
    
    113,191
    
    $
    
    34,842Adjustments to reconcile net income/(loss)
to net cash  provided from operating
activities:Net (income)/loss attributable to
noncontrolling interests
    
    
    -
    
    
    
    -
    
    
    
    (1,095)
    
    
    
    (3)
    
    
    
    (1,098)
    
    
    
    (113,191)
    
    
    
    (114,289)Deferred income taxes
    
    
    -
    
    
    
    (43,593)
    
    
    
    6,612
    
    
    
    2,997
    
    
    
    (33,984)
    
    
    
    -
    
    
    
    (33,984)Depreciation of office property,
equipment, and leaseholds
    
    
    -
    
    
    
    -
    
    
    
    7,953
    
    
    
    3,259
    
    
    
    11,212
    
    
    
    -
    
    
    
    11,212Loss on sale of fixed assets
    
    
    
    
    
    
    -
    
    
    
    1,767
    
    
    
    4
    
    
    
    1,771
    
    
    
    
    
    
    
    1,771Realized (gains)/losses from
available-for sale investments
    
    
    -
    
    
    
    (2,484)
    
    
    
    (180)
    
    
    
    13
    
    
    
    (2,651)
    
    
    
    -
    
    
    
    (2,651)Unrealized (gains)/losses on
derivatives
    
    
    -
    
    
    
    (142)
    
    
    
    -
    
    
    
    -
    
    
    
    (142)
    
    
    
    -
    
    
    
    (142)Amortization of intangible assets
    
    
    -
    
    
    
    48,630
    
    
    
    4,092
    
    
    
    -
    
    
    
    52,722
    
    
    
    -
    
    
    
    52,722Amortization of debt related items, net
    
    
    -
    
    
    
    8,665
    
    
    
    -
    
    
    
    -
    
    
    
    8,665
    
    
    
    -
    
    
    
    8,665Compensation expense for equity plans
    
    
    -
    
    
    
    1,758
    
    
    
    23,337
    
    
    
    337
    
    
    
    25,432
    
    
    
    -
    
    
    
    25,432Compensation
expense for  mutual fund incentive
plan
    
    
    -
    
    
    
    -
    
    
    
    12,343
    
    
    
    -
    
    
    
    12,343
    
    
    
    -
    
    
    
    12,343Net gain on early retirement of Senior
Unsecured Notes-5% of 2010
    
    
    -
    
    
    
    (4,291)
    
    
    
    -
    
    
    
    -
    
    
    
    (4,291)
    
    
    
    -
    
    
    
    (4,291)Loss due to acceleration of deferred
debt items from first lien paydown
    
    
    -
    
    
    
    3,697
    
    
    
    -
    
    
    
    -
    
    
    
    3,697
    
    
    
    -
    
    
    
    3,697Net change in working capital
    
    
    -
    
    
    
    136,401
    
    
    
    (210,143)
    
    
    
    27,270
    
    
    
    (46,472)
    
    
    
    -
    
    
    
    (46,472)Net cash provided by / (used
in) operating activities
    
    
    -
    
    
    
    (78,409)
    
    
    
    22,911
    
    
    
    4,353
    
    
    
    (51,145)
    
    
    
    -
    
    
    
    (51,145)Cash flow from financing activitiesProceeds from loans and notes payable, net
of discount
    
    
    -
    
    
    
    451,500
    
    
    
    -
    
    
    
    -
    
    
    
    451,500
    
    
    
    -
    
    
    
    451,500Debt issuance costs
    
    
    -
    
    
    
    (29,890)
    
    
    
    -
    
    
    
    -
    
    
    
    (29,890)
    
    
    
    -
    
    
    
    (29,890)Restricted cash: escrow for senior notes
due 9/15/10
    
    
    -
    
    
    
    (222,745)
    
    
    
    -
    
    
    
    -
    
    
    
    (222,745)
    
    
    
    -
    
    
    
    (222,745)Repayments of notes payable
    
    
    -
    
    
    
    (210,441)
    
    
    
    -
    
    
    
    -
    
    
    
    (210,441)
    
    
    
    -
    
    
    
    (210,441)Early retirement of notes payable
    
    
    -
    
    
    
    (5,178)
    
    
    
    -
    
    
    
    -
    
    
    
    (5,178)
    
    
    
    -
    
    
    
    (5,178)Purchase of noncontrolling interests
    
    
    -
    
    
    
    -
    
    
    
    (18,132)
    
    
    
    -
    
    
    
    (18,132)
    
    
    
    -
    
    
    
    (18,132)Payment of income allocation to
noncontrolling interests
    
    
    -
    
    
    
    (211)
    
    
    
    (1,842)
    
    
    
    -
    
    
    
    (2,053)
    
    
    
    -
    
    
    
    (2,053)Undistributed income allocation for
noncontrolling interests
    
    
    -
    
    
    
    -
    
    
    
    1,095
    
    
    
    3
    
    
    
    1,098
    
    
    
    -
    
    
    
    1,098Dividends paid
    
    
    -
    
    
    
    (95)
    
    
    
    -
    
    
    
    -
    
    
    
    (95)
    
    
    
    -
    
    
    
    (95)Deferred and restricted Class A unit
payouts
    
    
    -
    
    
    
    -
    
    
    
    (280)
    
    
    
    -
    
    
    
    (280)
    
    
    
    -
    
    
    
    (280)Net cash provided by / (used in)
financing activities
    
    
    -
    
    
    
    (17,060)
    
    
    
    (19,159)
    
    
    
    3
    
    
    
    (36,216)
    
    
    
    -
    
    
    
    (36,216)Cash flow from investing activities:Winslow acquisition
    
    
    -
    
    
    
    (92)
    
    
    
    (5)
    
    
    
    -
    
    
    
    (97)
    
    
    
    -
    
    
    
    (97)HydePark acquisition
    
    
    -
    
    
    
    (2,692)
    
    
    
    -
    
    
    
    -
    
    
    
    (2,692)
    
    
    
    -
    
    
    
    (2,692)Purchase of office property and equipment
    
    
    -
    
    
    
    -
    
    
    
    (5,265)
    
    
    
    (2,719)
    
    
    
    (7,984)
    
    
    
    -
    
    
    
    (7,984)Proceeds from sales of investment
securities
    
    
    -
    
    
    
    27,101
    
    
    
    -
    
    
    
    -
    
    
    
    27,101
    
    
    
    -
    
    
    
    27,101Purchase of investment securities
    
    
    -
    
    
    
    (19,412)
    
    
    
    (250)
    
    
    
    -
    
    
    
    (19,662)
    
    
    
    -
    
    
    
    (19,662)Purchase of securities for mutual fund
incentive program
    
    
    -
    
    
    
    (52,000)
    
    
    
    -
    
    
    
    -
    
    
    
    (52,000)
    
    
    
    -
    
    
    
    (52,000)Net change in consolidated funds
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    767
    
    
    
    767Other
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    1
    
    
    
    1
    
    
    
    -
    
    
    
    1Net cash provided by / (used in)
investing activities
    
    
    -
    
    
    
    (47,095)
    
    
    
    (5,520)
    
    
    
    (2,718)
    
    
    
    (55,333)
    
    
    
    767
    
    
    
    (54,566)Effect of exchange rates on cash and cash
equivalents
    
    
    -
    
    
    
    4
    
    
    
    -
    
    
    
    -
    
    
    
    4
    
    
    
    -
    
    
    
    4Increase/(decrease) in cash and cash
equivalents
    
    
    -
    
    
    
    (142,560)
    
    
    
    (1,768)
    
    
    
    1,638
    
    
    
    (142,690)
    
    
    
    767
    
    
    
    (141,923)Cash and cash equivalentsBeginning of year
    
    
    -
    
    
    
    383,165
    
    
    
    14,534
    
    
    
    54,010
    
    
    
    451,709
    
    
    
    15,427
    
    
    
    467,136End of period
    $
    
    -
    
    
    
    240,605
    
    
    
    12,766
    
    
    
    55,648
    
    
    
    309,019
    
    
    
    16,194
    
    $
    
    325,213
 24




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##### Table of Contents



Note 13 Subsequent Events
      Termination of Excess Pension Plan
  25




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Description of the Business
   ® ®
  Acquisition of the Company
   26




---



##### Table of Contents




    
    the purchase by the equity investors of common units of Holdings for approximately
$2.8 billion in cash and/or through a roll-over of existing equity interests in
Nuveen Investments;
    
    the entering into by the Merger Sub of a new senior secured credit facility
comprised of (1) a $2.3 billion term loan facility with a term of seven years and
(2) a $250 million revolving credit facility with a term of six years;
    
    the offering by the Merger Sub of $785 million of senior notes due in 2015;
    
    the merger of the Merger Sub with and into Nuveen Investments, with Nuveen
Investments (the Successor) as the surviving corporation, and the payment of the
related merger consideration; and
    
    the payment of approximately $177 million of fees and expenses related to the
Transactions, including approximately $53 million of fees expensed.
      Recent Events
 Acquisition of Winslow Capital Management
  Summary of Operating Results
  27




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##### Table of Contents



Financial Results Summary
Company Operating Statistics  (in millions)
 Three Months Ended September 30,
    
    Nine Months Ended September 30,2009
    
    2008
    
    % change
    
    2009
    
    2008
    
    % changeGross sales of investment products
    
    $6,450
    
    $6,501
    
    (1)
    
    $18,424
    
    $16,076
    
    15Net flows of investment products
    
    (725)
    
    (1,745)
    
    58
    
    (1,735)
    
    (5,706)
    
    70Assets under management(1)
    
    140,979
    
    134,065
    
    5
    
    140,979
    
    134,065
    
    5Operating revenues
    
    161.6
    
    191.4
    
    (16)
    
    457.7
    
    579.4
    
    (21)Operating expenses
    
    126.5
    
    121.0
    
    5
    
    348.5
    
    381.0
    
    (9)Other income/(expense)
    
    17.1
    
    (41.0)
    
    142
    
    91.2
    
    (64.4)
    
    242Net interest expense
    
    74.2
    
    59.7
    
    24
    
    199.5
    
    196.7
    
    1Income tax (benefit)/expense
    
    (19.0)
    
    5.6
    
    N/A
    
    (34.0)
    
    1.5
    
    N/ANoncontrolling interest net
income/(loss)
    
    30.4
    
    (26.9)
    
    N/A
    
    114.3
    
    (48.9)
    
    334Net income/(loss) attributable to
Nuveen
    
    (33.4)
    
    (9.1)
    
    266
    
    (79.4)
    
    (15.4)
    
    417
 (1)    At period end.
 Results of Operations
  28




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##### Table of Contents



Gross Investment Product Sales  (in millions)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    

2008Closed-End Funds
    
    $
    254
    
    
    $
    -
    
    
    $
    561
    
    
    $
    2Mutual Funds
    
    
    2,348
    
    
    
    1,635
    
    
    
    5,677
    
    
    
    4,828Retail Managed Accounts
    
    
    2,044
    
    
    
    2,026
    
    
    
    6,898
    
    
    
    5,846Institutional Managed Accounts
    
    
    1,804
    
    
    
    2,840
    
    
    
    5,288
    
    
    
    5,400Total
    
    $
    6,450
    
    
    $
    6,501
    
    
    $
    18,424
    
    
    $
    16,076
       Net Flows(in millions)Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Closed-End Funds
    
    $
    377
    
    
    $
    (1,171)
    
    
    $
    (178)
    
    
    $
    (1,120)Mutual Funds
    
    
    1,395
    
    
    
    147
    
    
    
    2,756
    
    
    
    953Retail Managed Accounts
    
    
    (338)
    
    
    
    (1,895)
    
    
    
    (2,153)
    
    
    
    (6,241)Institutional Managed Accounts
    
    
    (2,159)
    
    
    
    1,174
    
    
    
    (2,160)
    
    
    
    702Total
    
    $
    (725)
    
    
    $
    (1,745)
    
    
    $
    (1,735)
    
    
    $
    (5,706)
    29




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##### Table of Contents



Net Assets Under Management  (in millions)
 September 30,
    
    December 31,
    
    September 30,2009
    
    2008
    
    2008Closed-End Funds
    
    
    $    45,629
    
    
    
    $    39,858
    
    
    
    $    44,710Mutual Funds
    
    
    20,571
    
    
    
    14,688
    
    
    
    17,661Retail Managed Accounts
    
    
    38,336
    
    
    
    34,860
    
    
    
    40,368Institutional Managed Accounts
    
    
    36,443
    
    
    
    29,817
    
    
    
    31,326Total
    
    
    $    140,979
    
    
    
    $    119,223
    
    
    
    $    134,065
   30




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##### Table of Contents



Change in Net Assets Under Management  (in millions)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gross Sales
    
    $
    6,450
    
    
    $
    6,501
    
    
    $
    18,424
    
    
    $
    16,076Reinvested Dividends
    
    
    118
    
    
    
    (170)
    
    
    
    295
    
    
    
    54Redemptions
    
    
    (7,293)
    
    
    
    (8,076)
    
    
    
    (20,454)
    
    
    
    (21,836)Net Flows
    
    
    (725)
    
    
    
    (1,745)
    
    
    
    (1,735)
    
    
    
    (5,706)Appreciation/(Depreciation)
    
    
    13,889
    
    
    
    (16,022)
    
    
    
    23,490
    
    
    
    (24,536)Increase/(Decrease) in Assets
    
    $
    13,164
    
    
    $
    (17,767)
    
    
    $
    21,755
    
    
    $
    (30,242)
       Investment Advisory Fees (1)  (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Closed-End Funds
    
    $
    62,798
    
    
    $
    66,071
    
    
    $
    175,748
    
    
    $
    200,778Mutual Funds
    
    
    26,161
    
    
    
    26,988
    
    
    
    68,917
    
    
    
    80,158Managed Accounts
    
    
    71,228
    
    
    
    87,220
    
    
    
    200,969
    
    
    
    276,036Total
    
    $
    160,187
    
    
    $
    180,279
    
    
    $
    445,634
    
    
    $
    556,972
 (1)
      31




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##### Table of Contents



Product Distribution  (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Closed-End Funds
    
    $
    492
    
    
    $
    -
    
    
    $
    917
    
    
    $
    (39)Muni/Fund Preferred®
    
    
    127
    
    
    
    909
    
    
    
    1,165
    
    
    
    3,048Mutual Funds
    
    
    (548)
    
    
    
    233
    
    
    
    (1,326)
    
    
    
    183Total
    
    $
    71
    
    
    $
    1,142
    
    
    $
    756
    
    
    $
    3,192
      Performance Fees/Other Revenue
   32




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##### Table of Contents



Operating Expenses
   Operating Expenses  (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Compensation and benefits
    
    $
    70,995
    
    
    $
    66,299
    
    
    $
    188,142
    
    
    $
    218,623Severance
    
    
    764
    
    
    
    1,880
    
    
    
    7,459
    
    
    
    13,552Advertising and promotional costs
    
    
    2,513
    
    
    
    3,662
    
    
    
    6,619
    
    
    
    10,400Occupancy and equipment costs
    
    
    9,005
    
    
    
    7,413
    
    
    
    25,410
    
    
    
    21,141Amortization of intangible assets
    
    
    20,302
    
    
    
    16,235
    
    
    
    52,722
    
    
    
    48,635Travel and entertainment
    
    
    2,144
    
    
    
    2,954
    
    
    
    6,905
    
    
    
    9,443Outside and professional services
    
    
    10,096
    
    
    
    11,992
    
    
    
    30,710
    
    
    
    32,483Other operating expenses
    
    
    10,650
    
    
    
    10,607
    
    
    
    30,537
    
    
    
    26,736Total
    
    $
    126,469
    
    
    $
    121,042
    
    
    $
    348,504
    
    
    $
    381,013
 
   Compensation and Benefits
  Advertising and Promotional Costs
  Occupancy and Equipment Costs
  Outside and Professional Services
  All Other Operating Expenses
  Other Income/(Expense)
  33




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##### Table of Contents



Other Income/(Expense)  (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gains/(Losses) on Investments
    
    $
    1,361
    
    
    $
    (3,739)
    
    
    $
    2,102
    
    
    $
    (3,864)Gains/(Losses) on CLO V
    
    
    22,559
    
    
    
    (35,406)
    
    
    
    95,037
    
    
    
    (56,720)Gains/(Losses) on Fixed Assets
    
    
    (967)
    
    
    
    -
    
    
    
    (968)
    
    
    
    (4)Transaction (Expense)
    
    
    (1,680)
    
    
    
    (1,345)
    
    
    
    (3,245)
    
    
    
    (2,134)Miscellaneous Income/(Expense)
    
    
    (4,215)
    
    
    
    (527)
    
    
    
    (1,764)
    
    
    
    (1,673)Total
    
    $
    17,058
    
    
    $
    (41,017)
    
    
    $
    91,162
    
    
    $
    (64,395)
  Net Interest Expense
   Net Interest Expense  (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Dividend and Interest Revenue
    
    $
    10,873
    
    
    $
    11,187
    
    
    $
    29,878
    
    
    $
    31,316Interest Expense
    
    
    (85,041)
    
    
    
    (70,916)
    
    
    
    (229,340)
    
    
    
    (228,023)Total
    
    $
    (74,168)
    
    
    $
    (59,729)
    
    
    $
    (199,462)
    
    
    $
    (196,707)
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Net Income/Loss due to Noncontrolling Interests
   Recent Updates to Authoritative Accounting Literature
 Codification
    Variable Interest Entities
    
    
    the power to direct the activities of a variable interest entity that most
significantly impact the entitys economic performance; and
    
    the obligation to absorb losses of the entity that could potentially be
significant to the variable interest entity or the right to receive benefits from the
entity that could potentially be significant to the variable interest entity.
   35




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Capital Resources, Liquidity and Financial Condition
    Senior Secured Credit Facilities
     36




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Senior Unsecured Notes
   Senior Term Notes
     37




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Adequacy of Liquidity
   Equity
    38




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Broker-Dealer
  Forward-Looking Information and Risks
   39




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk
  Interest Rate Sensitivity
    Equity Market Sensitivity
    Inflation
  40




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Item 4T. Controls and Procedures
  41




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Part II  Other Information
 
 Item 1. Legal Proceedings
   Item 1A. Risk Factors
 Managements Discussion and Analysis of Financial
Condition and Results of Operations Forward-Looking Information and Risks
 Significant and sustained declines in securities markets, such as the declines occurring beginning
in 2008 and early 2009, have and may continue to adversely affect our assets under management and
financial results. Poor investment performance may also adversely affect our assets under
management and our future offerings.
    General fluctuations in equity markets and dealings in equity markets.
 Changes in interest rates and defaults.
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Redemptions and other withdrawals.
 Political and general economic risks.
 Reduction in attractive investments.
 We face substantial competition in the investment management business.
    Our business relies on third-party distributors who may choose not to sell or recommend our
products or increase the costs of distribution.
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If our asset mix changes, our revenues and operating margins could be reduced.
  Our business is dependent upon our retaining our key personnel, the loss of whom would harm our
ability to operate efficiently.
  The failure of the auctions for Auction Rate Preferred Stock that began in February 2008 could have
an adverse effect on our business.
  Our business is subject to extensive regulation, and compliance failures and changes in laws and
regulations could adversely affect us.
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Our business involves risk of being engaged in litigation that could increase our expenses and
reduce our net income.
  Our revenues will decrease if our investment advisory contracts are terminated.
  Any adverse public disclosure, our failure to follow client guidelines or any other matters could
harm our reputation and have an adverse effect on us.
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We may continue to acquire other companies, and the expected benefits of such acquisitions may not
materialize.
  We may explore strategic transactions such as a potential merger or a sale of some or all of our
assets. We may not be able to complete any such strategic transactions or the expected benefits of
such strategic transactions may not materialize, which may prevent us from implementing strategies
to grow our business.
  Our business is subject to numerous operational risks, any of which could disrupt our ability to
function effectively.
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We are highly leveraged and our substantial indebtedness could adversely affect our financial
condition.
   
    
    continuing to require us and certain of our subsidiaries to dedicate a substantial
portion of our cash flow from operations to the payment of our indebtedness, thereby
reducing the funds available for operations and any future business opportunities;
    
    limiting flexibility in planning for, or reacting to, changes in our business or the
industry in which we operate;
    
    placing us at a competitive disadvantage compared to our competitors that have less
indebtedness;
    
    increasing our vulnerability to adverse general economic or industry conditions;
    
    making us and our subsidiaries more vulnerable to increases in interest rates, as
borrowings under our senior secured credit facilities are at variable rates; and
    
    limiting our ability to obtain additional financing to fund working capital, capital
expenditures, acquisitions or other general corporate requirements and increasing our cost
of borrowing.
 Our debt agreements contain restrictions that could limit our flexibility in operating our
business.
  
    
    incur additional indebtedness or guarantees;
    
    pay dividends or make distributions in respect of our capital stock or make certain
other restricted payments or redeem or repurchase capital stock;
    
    make certain investments;
    
    create liens on our or our subsidiary guarantors assets;
    
    sell assets and subsidiary stock;
    
    enter into transactions with affiliates;
    
    alter the business that we conduct;
    
    designate our subsidiaries as unrestricted subsidiaries; and
    
    enter into mergers, consolidations and sales of substantially all assets.
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Our ability to generate the significant amount of cash needed to pay interest and principal and
service our debt and financial obligations depends on many factors beyond our control, including
current economic conditions and conditions in the securities markets. If we cannot generate the
required cash, we may not be able to make the required payments under our indebtedness obligations.
   
    
    continuing overall declines in securities markets;
    
    poor investment performance by our investment managers;
    
    decreased demand for our products;
    
    reductions in fees that we and our competitors charge for our products;
    
    our inability to compete with other investment managers;
    
    regulatory developments;
    
    failure to successfully integrate acquisitions; and
    
    delays in implementing our business strategy.
 Despite our substantial level of indebtedness, we and our subsidiaries may be able to incur
additional indebtedness. This could further exacerbate the risks associated with our substantial
indebtedness.
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits
 Exhibits
 31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 193431.2*
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 193432.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    filed herewith 49




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SIGNATURES
   NUVEEN INVESTMENTS, INC.
(Registrant)Date: November 12, 2009
    /s/ Glenn R. RichterGlenn R. RichterExecutive Vice President, Chief
Operating Officer
and Principal Financial Officer Date: November 12, 2009
    /s/ Sherri A. HlavacekSherri A. HlavacekManaging Director, Corporate Controller and
Principal Accounting Officer 50




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EXHIBIT INDEX
  ExhibitNo.
    
    Description31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 193431.2*
    
    Certification of Principal Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 193432.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    filed herewith E-1