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): October 15, 2007

NUVEEN INVESTMENTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 1-11123
(Commission File Number) 36-3817266
(I.R.S. Employer Identification No.)

333 West Wacker Drive, Chicago, Illinois
(Address of Principal Executive Offices) 60606
(Zip Code)

Registrant’s telephone number, including area code: (312) 917-7700

Not Applicable

(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))

Item 2.02. Results of Operations and Financial Condition.

     The following information is being furnished under Items 2.02 and 7.01 of Form 8-K: On October 15, 2007, Nuveen Investments, Inc. (the “Company”) issued a press release announcing the Company’s Third Quarter 2007 earnings. The text of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

     The information in Items 2.02 and 7.01 of this Report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 7.01 of this Report, including the information contained in Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

     See Item 2.02 — “Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release of Nuveen Investments, Inc. issued October 15, 2007 (furnished herewith)

SIGNATURE

     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 hereunto duly authorized.

NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	John L. MacCarthy
	Senior Vice President

Dated: October 15, 2007

Exhibit Index

Exhibit No.	Description
99.1	Press release of Nuveen Investments, Inc. issued October 15, 2007 (furnished herewith)

EX-99.1

Exhibit 99.1

	Media Contact:
FOR IMMEDIATE RELEASE ATTN: Business/Financial Editors	Chris Allen (312) 917-8331 christopher.allen@nuveen.com

IR Contact:
Natalie Brown
(312) 917-8077
natalie.brown@nuveen.com

Nuveen Investments Reports 3rd Quarter Earnings
And Assets Under Management of $170 Billion

Chicago, IL, October 15, 2007— Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified investment services, today reported third quarter earnings of $43.6 million, down 6% from the prior year. Third quarter earnings per share (diluted), which included several significant items, was $0.51, a decrease of 9% from a year ago. The Company’s third quarter operating revenues of $214.2 million increased 18% over the prior year with advisory fee income up 15% year over year.

This quarter’s results were negatively impacted by several significant items totaling $19.7 million in expense before taxes, including $7.9 million in equity compensation expense as a result of accelerated vesting of certain options upon the approval by the Company’s shareholders of the previously announced proposed acquisition of the Company by private equity investors led by Madison Dearborn Partners, $3.3 million in additional transaction-related expenses, $6.2 million in payments to Merrill Lynch to terminate closed-end fund trailer fee obligations on four funds, and $2.3 million in recruiting and relocation expenses. These items reduced reported net income by $11.9 million and adversely affected earnings per share by $0.14 on a fully-diluted basis. After adjusting for significant items, third quarter income before taxes increased 12% compared to the prior year. See Table 1.

Third quarter gross sales were $5.1 billion. Gross sales in the period were comprised of $2.1 billion in institutional separate accounts, $1.8 billion in retail managed accounts, and $1.2 billion in mutual funds. No closed-end funds were launched in the quarter.

Due to unfavorable market conditions during the quarter, gross sales were down 23% from the prior year. As a result, net outflows for the quarter were $1.4 billion, primarily driven by $1.8 billion in retail managed account outflows. Institutional net flows were a positive $0.4 billion in the quarter while mutual fund flows were flat. The challenging market environment in the third quarter drove increased redemptions and dampened sales in both equity and fixed-income mutual funds and retail managed accounts as well as in institutional equity accounts.

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Nuveen Investments Reports 3rd Quarter Earnings — Page 2

Total assets under management were $170.4 billion at September 30, 2007, compared to $154.2 billion a year ago, $161.6 billion at the beginning of the year and $171.6 billion at the end of the prior quarter. The 11% increase in assets under management over the prior year was driven by $5.5 billion of net flows, $10.3 billion of market appreciation and $0.4 billion from the acquisition of HydePark Investment Strategies. From the beginning of the year, assets under management increased 5% due to $3.5 billion of net flows, $4.9 billion of market appreciation and $0.4 billion from the acquisition of HydePark.

Commenting on the Company’s results, John Amboian, CEO of Nuveen Investments, said, “Our third quarter results were negatively impacted by several significant items, the dramatically heightened market volatility that affected many financial services and investment firms, and Tradewinds’ prior relative performance. Our strong revenue and adjusted net income growth, despite the recent global credit crunch and the July and August equity market declines, demonstrates our ability to deliver high-quality, consistent results across a variety of market conditions.”

Operating revenue of $214.2 million in the third quarter increased 18% from the prior year driven by a 15% increase in advisory fees due to increased assets under management and a $6.4 million increase in performance fees and other revenue primarily due to increased performance fees on Symphony equity accounts. Operating revenue increased 5% compared to the prior quarter as a result of increased advisory fee revenue from one extra day in the quarter and higher assets under management at the beginning of the quarter, since many managed accounts earn fees based on asset levels at the beginning of each quarter.

Compensation expense as a percent of revenue was 42%, an increase compared to the prior quarter and full year 2006 level of 37%. This increase was driven by $7.9 million in increased equity compensation as a result of accelerated vesting of certain options that vested on September 18, 2007 upon shareholder approval of the pending transaction led by Madison Dearborn. Excluding the $7.9 million in increased equity compensation, compensation expense as a percent of revenue was 38%. Compensation expense also increased as a result of increased bonus expense related to slightly higher performance fees this quarter.

Other income/(expense) includes $6.2 million in payments to Merrill Lynch to buy out future trailer fees on four closed end funds. This buy out will result in approximately $0.9 million in incremental operating revenue annually. Other income/(expense) in the current quarter also includes $3.3 million in transaction-related expenses due to the pending transaction led by Madison Dearborn Partners.

Cash and cash equivalents were $189 million as of September 30, 2007 compared to $223 million at the beginning of the year. The Company’s strong, stable cash flow enabled a $50 million pay down on the revolving line of credit in the first quarter and another $50 million pay down in the third quarter. The Company’s total debt balance was $545 million as of September 30, 2007.

As previously announced, on Friday, October 12, 2007 the shareholders of 119 of the 171 funds offered by Nuveen approved new investment management and sub-advisory agreements to take effect upon the closing of the pending transaction led by Madison Dearborn Partners. As a result the Company anticipates that another

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Nuveen Investments Reports 3rd Quarter Earnings — Page 3

condition to the closing of this transaction will be satisfied later this month. This condition in effect requires that fund shareholder approvals and client consents be obtained so that the Company’s revenue run-rate, as defined in the merger agreement for the proposed transaction, will be at least 80% of its revenue run-rate prior to the signing of the merger agreement. The Company continues to expect the transaction to close by the end of the fourth quarter.

Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutions and high-net-worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of NWQ, Santa Barbara, Tradewinds, Rittenhouse, Symphony and Nuveen, including the Nuveen HydePark Group. In total, the Company managed $170 billion in assets as of September 30, 2007. Nuveen Investments is listed on the New York Stock Exchange and trades under the symbol “JNC.”

FORWARD-LOOKING STATEMENTS
Certain statements made by the Company in this release are forward-looking statements. The Company’s actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to, the effects of the substantial competition in the investment management business, including competition for access to brokerage firms’ retail distribution systems, the Company’s reliance on revenues from investment management contracts which renew annually, regulatory developments, accounting pronouncements, and other additional risks and uncertainties as set forth in the Company’s filings with the SEC. The Company undertakes no responsibility to update publicly or revise any forward-looking statements.

Financial Tables Follow

NUVEEN INVESTMENTS
CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 2006 and the Quarter Ended September 30, 2007
In thousands, except share data

	2006
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total
REVENUES:
Investment advisory fees from assets under management(1)	$	156,275			168,923			176,925			183,725			685,847
Product distribution		1,237			733			1,697			1,077			4,745
Performance fees/other revenue		2,635			2,519			3,284			10,798			19,236
Total operating revenues		160,146			172,175			181,906			195,600			709,828
EXPENSES:
Compensation and benefits		53,821			59,646			72,911			77,307			263,686
Advertising and promotional costs		2,670			2,676			3,728			4,427			13,500
Occupancy and equipment costs		5,931			5,975			6,032			6,246			24,184
Amortization of intangible assets		1,673			2,798			1,995			1,967			8,433
Travel and entertainment		2,108			2,677			2,290			3,082			10,158
Outside and professional services		7,144			7,543			7,411			8,713			30,811
Minority interest expense		1,481			1,607			1,398			1,744			6,230
Other operating expenses		5,758			9,083			9,324			7,618			31,782
Total operating expenses		80,586			92,004			105,089			111,104			388,783
OTHER INCOME/(EXPENSE)		2,329			3,286			6,721			3,391			15,726
NET INTEREST EXPENSE		(8,345	)		(7,389	)		(6,678	)		(5,753	)		(28,166	)
INCOME BEFORE TAXES		73,544			76,068			76,859			82,134			308,605
INCOME TAXES:
Federal		24,122			24,950			24,901			25,975			99,948
State		4,560			4,716			5,775			5,925			20,976
Total income taxes		28,682			29,666			30,676			31,900			120,924
NET INCOME	$	44,862			46,402			46,183			50,234			187,680
AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Basic		77,804			78,028			77,669			77,908			77,852
Diluted		83,044			83,069			82,934			83,401			83,148
EARNINGS PER SHARE:
Basic	$	0.58			0.59			0.59			0.64			2.41
Diluted	$	0.54			0.56			0.56			0.60			2.26
GROSS SALES (in millions):
Mutual funds	$	1,347			1,505			1,374			1,416			5,642
Managed accounts-retail		7,230			4,875			2,500			2,517			17,122
Managed accounts-institutional		1,532			2,581			2,450			2,183			8,747
Closed-end funds		—			226			369			—			595
Total funds and accounts	$	10,109			9,187			6,694			6,116			32,106
NET FLOWS (in millions):
Mutual funds	$	864			856			886			1,015			3,622
Managed accounts-retail		4,114			2,178			(454	)		(350	)		5,488
Managed accounts-institutional		932			1,811			1,590			1,275			5,607
Closed-end funds		(6	)		228			380			15			616
Total funds and accounts	$	5,903			5,072			2,402			1,955			15,332
MANAGED FUNDS AND ACCOUNTS (in millions):
ASSETS UNDER MANAGEMENT:
Beginning of period	$	136,117			145,017			148,994			154,167			136,117
Acquisition of HydePark accounts		—			—			—			—			—
Sales — funds and accounts		10,109			9,187			6,694			6,116			32,106
Dividend reinvestments		64			86			102			247			498
Redemptions and withdrawals		(4,269	)		(4,200	)		(4,394	)		(4,409	)		(17,272	)
Total net flows into funds and accounts		5,903			5,072			2,402			1,955			15,332
Appreciation/ (depreciation) of managed assets		2,997			(1,096	)		2,771			5,487			10,160
End of period	$	145,017			148,994			154,167			161,609			161,609
RECAP BY PRODUCT TYPE:
Mutual funds	$	15,398			16,133			17,407			18,532
Closed-end funds		51,813			51,388			52,791			52,958
Managed accounts-retail		53,651			55,277			55,633			58,556
Managed accounts-institutional		24,154			26,195			28,335			31,563
Total assets under management	$	145,017			148,994			154,167			161,609
RECAP BY MANAGER:
Nuveen	$	75,005			75,072			77,195			78,328
NWQ		31,806			32,145			33,066			35,564
Rittenhouse		5,072			4,159			3,687			3,519
Santa Barbara		4,037			4,169			4,429			4,576
Symphony		6,247			6,870			7,168			7,651
Tradewinds		22,850			26,579			28,623			31,970
HydePark		—			—			—			—
Total assets under management	$	145,017			148,994			154,167			161,609
RECAP BY STYLE:
Equity-based	$	70,019			73,759			76,811			82,819
Municipals		60,585			60,643			62,765			63,751
Taxable income-oriented		14,414			14,591			14,591			15,039
Total assets under management	$	145,017			148,994			154,167			161,609

	2007
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr		Total
REVENUES:
Investment advisory fees from assets under management (1)	$	189,716			197,981			203,154			—		590,851
Product distribution		1,422			2,152			1,421			—		4,996
Performance fees/other revenue		5,689			4,133			9,658			—		19,480
Total operating revenues		196,827			204,266			214,234			—		615,327
EXPENSES:
Compensation and benefits		73,475			75,009			89,577			—		238,061
Advertising and promotional costs		3,391			4,258			4,605			—		12,254
Occupancy and equipment costs		6,741			6,638			6,793			—		20,172
Amortization of intangible assets		1,967			2,036			2,071			—		6,074
Travel and entertainment		2,185			2,676			3,026			—		7,887
Outside and professional services		8,005			8,387			10,346			—		26,739
Minority interest expense		2,335			2,043			1,867			—		6,245
Other operating expenses		7,673			18,434			10,219			—		36,325
Total operating expenses		105,772			119,481			128,504			—		353,757
OTHER INCOME/(EXPENSE)		1,314			2,054			(8,968	)		—		(5,600	)
NET INTEREST EXPENSE		(5,906	)		(6,536	)		(4,679	)		—		(17,121	)
INCOME BEFORE TAXES		86,464			80,303			72,083			—		238,850
INCOME TAXES:
Federal		28,239			26,227			23,542			—		78,008
State		5,914			5,493			4,931			—		16,337
Total income taxes		34,153			31,720			28,473			—		94,346
NET INCOME	$	52,310			48,583			43,610			—		144,504
AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Basic		77,965			78,306			78,841			—		78,374
Diluted		83,370			83,935			85,048			—		84,163
EARNINGS PER SHARE:
Basic	$	0.67			0.62			0.55			—		1.84
Diluted	$	0.63			0.58			0.51			—		1.72
GROSS SALES (in millions):
Mutual funds	$	1,682			1,859			1,212			—		4,752
Managed accounts-retail		2,759			2,260			1,764			—		6,783
Managed accounts-institutional		3,398			2,576			2,112			—		8,086
Closed-end funds		296			1,133			47			—		1,476
Total funds and accounts	$	8,134			7,827			5,135			—		21,097
NET FLOWS (in millions):
Mutual funds	$	1,015			621			(3	)		—		1,633
Managed accounts-retail		(547	)		(1,253	)		(1,782	)		—		(3,582	)
Managed accounts-institutional		2,249			1,390			337			—		3,976
Closed-end funds		316			1,147			38			—		1,501
Total funds and accounts	$	3,033			1,906			(1,411	)		—		3,528
MANAGED FUNDS AND ACCOUNTS (in millions):
ASSETS UNDER MANAGEMENT:
Beginning of period	$	161,609			166,095			171,602			—		161,609
Acquisition of HydePark accounts		—			363			—			—		363
Sales — funds and accounts		8,134			7,827			5,135			—		21,097
Dividend reinvestments		103			108			109			—		319
Redemptions and withdrawals		(5,204	)		(6,029	)		(6,655	)		—		(17,888	)
Total net flows into funds and accounts		3,033			1,906			(1,411	)		—		3,528
Appreciation/ (depreciation) of managed assets		1,453			3,238			203			—		4,894
End of period	$	166,095			171,602			170,394			—		170,394
RECAP BY PRODUCT TYPE:
Mutual funds	$	19,584			20,160			19,967			—
Closed-end funds		53,091			53,423			53,234			—
Managed accounts-retail		58,713			59,495			58,119			—
Managed accounts-institutional		34,707			38,524			39,074			—
Total assets under management	$	166,095			171,602			170,394			—
RECAP BY MANAGER:
Nuveen	$	79,430			78,703			78,717			—
NWQ		36,277			38,599			37,352			—
Rittenhouse		3,333			3,235			3,258			—
Santa Barbara		4,583			5,040			5,073			—
Symphony		8,953			10,293			10,427			—
Tradewinds		33,518			35,316			35,143			—
HydePark		—			415			425			—
Total assets under management	$	166,095			171,602			170,394			—
RECAP BY STYLE:
Equity-based	$	85,572			90,728			89,276			—
Municipals		64,519			64,014			64,156			—
Taxable income-oriented		16,004			16,859			16,962			—
Total assets under management	$	166,095			171,602			170,394			—

(1) Advisory fee revenue will fluctuate based on the number of days in the quarter -In 2007, Q1 has 90 days, Q2 has 91 days, Q3 and Q4 have 92 days.

Nuveen Investments Reports 3rd Quarter Earnings — Supplemental Tables

The following tables set forth our adjusted income before taxes and our adjusted EBITDA which are non-GAAP financial measures. Adjusted income before taxes and adjusted EBITDA have been included because they are a basis upon which our management assesses and will assess our operating performance. Adjusted income before taxes and adjusted EBITDA are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to income before taxes, net income, income (loss) from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of adjusted income before taxes and adjusted EBITDA instead of income before taxes or income (loss) from operations has limitations as an analytical tool. Management compensates for these limitations by relying primarily on our GAAP results and by using adjusted income before taxes and adjusted EBITDA supplementally. Our management believes adjusted income before taxes and adjusted EBITDA are useful to investors because they enable investors to evaluate how management views our business. 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.

Table 1: Reconciliation of Income Before Taxes to Adjusted Income Before Taxes

	Three months		Three months			Increase/
	Ended 09/30/07		Ended 09/30/06			(Decrease)
Income before taxes, GAAP basis		72.1		76.9			(6%	)
Significant items:
Transaction-related costs		3.3		—
CEF trailer buy out		6.2		—
CEF structuring fees & related costs		—		4.3
Accelerated equity compensation		7.9		—
Relocation & recruiting expense		2.3		—
ICAP Gain		—		(5.8	)
Long term equity plan catch-up		—		6.4
Adjusted income before taxes		91.8		81.8			+12%

Table 2: Reconciliation of Income Before Taxes to Adjusted EBITDA

	Three months			Nine months			Twelve months			Twelve months
	Ended 09/30/07			Ended 09/30/07			Ended 09/30/07			Ended 12/31/06
Income before taxes, GAAP basis		72.1			238.9			321.0			308.6
Less: Non-operating income/(expense)		(8.9	)		(5.6	)		(2.2	)		15.7
Operating income		81.0			244.5			323.2			292.9
Net interest expense		4.7			17.1			22.9			28.2
Depreciation & amortization		4.5			13.4			17.8			17.8
CEF structuring fees & related costs		0.6			9.9			10.6			6.0
Equity compensation		16.1			38.3			47.7			41.4
Severance, recruiting & relocation		4.7			11.1			12.7			4.7
Seed capital gains		0.5			3.6			5.0			4.8
Adjusted EBITDA		112.1			337.9			439.9			395.8