e8vk

Date: November 12, 2008

NUVEEN INVESTMENTS, INC.

/s/ John L. MacCarthy

John L. MacCarthy

Executive Vice President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2008

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-11123	36-3817266
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

333 West Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 917-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Report shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Unless otherwise indicated, the terms “we”, “us”, “our”, “the Company” and “Nuveen Investments” refer to Nuveen Investments, Inc. and, where appropriate, its subsidiaries.

As previously announced, Nuveen Investments will host a conference call to discuss its third quarter results on Thursday, November 13, 2008 at 10:00 am central time. To access this call live or listen to an audio replay, visit the investor relations section of the Company’s website at www.nuveen.com.

The following schedules summarize the Company’s results and are intended to accompany the conference call. Table 1 details sales, net flows, and assets under management for Q3 2008, the prior two quarters, and all quarters in 2007. Table 2 provides Q3 2008 and Q3 2007 Adjusted EBITDA as defined by our Bank Credit Agreement. The schedule also provides Adjusted EBITDA for the last twelve month period, which includes the fourth quarter of 2007 and the first three quarters of 2008. Table 3 reconciles Adjusted EBITDA as defined by the Bank Credit Agreement to income before taxes for the same periods (other than Q3 2007).

TABLE 1
Nuveen Investments
Sales, Net Flows and Assets Under Management
For the Periods Ended December 31, 2007, and September 30, 2008
Unaudited


	2007															2008
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total			1st Qtr			2nd Qtr			3rd Qtr			4th Qtr		Total

Gross sales (in millions):
Mutual funds	$	1,682			1,859			1,212			1,314			6,066		$	1,354			1,839			1,635			—		4,829
Managed accounts-retail		2,759			2,260			1,764			1,809			8,592			1,701			2,118			2,026			—		5,846
Managed accounts-institutional		3,398			2,576			2,112			1,703			9,789			1,197			1,363			2,840			—		5,400
Closed-end funds		296			1,133			47			231			1,706			2			(0	)		(0	)		—		2

Total funds and accounts	$	8,134			7,827			5,135			5,057			26,153		$	4,254			5,321			6,501			—		16,076


Net Flows (in millions):
Mutual funds	$	1,015			621			(3	)		(32	)		1,601		$	61			744			147			—		953
Managed accounts-retail		(547	)		(1,253	)		(1,782	)		(2,125	)		(5,707	)		(2,523	)		(1,823	)		(1,895	)		—		(6,241	)
Managed accounts-institutional		2,249			1,390			337			(244	)		3,733			(584	)		112			1,174			—		702
Closed-end funds		316			1,147			38			217			1,717			3			48			(1,172	)		—		(1,120	)

Total funds and accounts	$	3,033			1,906			(1,411	)		(2,184	)		1,344		$	(3,042	)		(919	)		(1,745	)		—		(5,706	)


Managed funds and accounts (in millions):
Assets under management:
Beginning of period	$	161,609			166,095			171,602			170,394			161,609		$	164,307			153,026			151,833			—		164,307
Acquisition of HydePark accounts		—			363			—			—			363			—			—			—			—		—
Sales — funds and accounts		8,134			7,827			5,135			5,057			26,153			4,254			5,321			6,501			—		16,076
Dividend reinvestments		103			108			109			390			709			69			155			(170	)		—		54
Redemptions and withdrawals		(5,204	)		(6,029	)		(6,655	)		(7,630	)		(25,518	)		(7,365	)		(6,394	)		(8,076	)		—		(21,836	)

Total net flows into funds and accounts		3,033			1,906			(1,411	)		(2,184	)		1,344			(3,042	)		(919	)		(1,745	)		—		(5,706	)
Appreciation / (depreciation) of managed assets		1,453			3,238			203			(3,903	)		991			(8,240	)		(274	)		(16,022	)		—		(24,536	)

End of period	$	166,095			171,602			170,394			164,307			164,307		$	153,026			151,833			134,065			—		134,065


Recap by product type:
Mutual funds	$	19,584			20,160			19,967			19,195					$	18,415			19,064			17,661			—
Closed-end funds		53,091			53,423			53,234			52,305						50,626			50,095			44,710			—
Managed accounts-retail		58,713			59,495			58,119			54,919						49,431			47,671			40,368			—
Managed accounts-institutional		34,707			38,524			39,074			37,888						34,553			35,002			31,326			—

Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			—


Recap by manager:
Nuveen	$	79,430			78,565			77,489			76,282					$	74,914			75,031			69,650			—
NWQ		36,277			38,599			37,352			34,575						29,650			28,301			23,159			—
Rittenhouse		3,333			3,235			3,258			2,982						2,669			2,093			1,713			—
Santa Barbara		4,583			5,040			5,073			4,571						3,789			3,833			3,352			—
Symphony		8,953			10,293			10,427			10,822						9,838			10,202			9,960			—
Tradewinds		33,518			35,316			35,143			33,281						30,537			30,779			24,749			—
HydePark		—			553			1,653			1,794						1,629			1,594			1,483			—

Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			—


Recap by style:
Equity-based	$	85,531			90,728			89,276			83,577					$	74,083			72,449			59,495			—
Municipals		64,519			64,014			64,156			64,121						63,073			63,513			60,714			—
Taxable income-oriented		16,045			16,859			16,962			16,609						15,870			15,871			13,857			—

Total assets under management	$	166,095			171,602			170,394			164,307					$	153,026			151,833			134,065			—

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


	Q3 2008			Q3 2007			Q3 2008 LTM (3)
Operating Revenues
Advisory Fees	$	180,279		$	203,154		$	758,385
Underwriting & Distribution Revenue		1,142			1,421			4,992
Performance Fees / Other		9,953			9,659			25,725

Total Operating Revenue		191,374			214,234			789,102


Adjusted Operating Expenses ⁽²⁾
Compensation & Benefits		55,422			72,334			256,891
Advertising & Promotion		3,592			4,605			14,412
Occupancy & Equipment		4,739			4,408			18,104
Travel & Entertainment		2,788			3,026			12,586
Outside & Professional Services		10,817			10,346			41,537
Other Operating Expenses		5,252			4,962			21,657
Minority Interest Expense		983			1,694			3,748
Proforma Savings		(453	)		(1,750	)		(4,200	)

Total Operating Expenses		83,140			99,625			364,735


Adjusted Other Income/(Expense) ⁽²⁾		(207	)		633			1,905


Adjusted EBITDA ⁽¹⁾	$	108,027		$	115,242		$	426,272


(1)		Earnings before interest, taxes, depreciation and amortization (EBITDA) is presented on an adjusted basis consistent with the definitions included in our Bank Credit Agreement. Adjusted EBITDA is a non-GAAP financial measure and has been included because it is a basis upon which our management assesses and will assess our operating performance. Adjusted EBITDA is not a measure of our liquidity or financial performance under GAAP. Our measure of adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

(2)		Balances exclude the impact of consolidated investment vehicles in which Nuveen has no economic interest and include adjustments consistent with our Bank Credit Agreement and thus are non-GAAP financial measures.

(3)		LTM represents the last twelve-month period including the fourth quarter of 2007 and the first three quarters of 2008.

TABLE 3
Nuveen Investments
Adjusted EBITDA ⁽¹⁾ Reconciliation
Unaudited
(in thousands)

This table presents adjustments reconciling income before taxes shown in the Company’s financial statements to Adjusted EBITDA ⁽¹⁾ calculated in accordance with the Company’s Credit Agreement.


	Q3 2008			Q3 2008 LTM (2)
Income before taxes		(3,508	)		(100,122	)

Net interest expense		59,729			235,507
Amortization & depreciation		18,909			67,368

Adjustments per Credit Agreement:
Non-cash compensation		9,439			72,826
Deal related expenses		1,345			60,826
Retention, severance and recruiting expense		5,235			30,794
Structured products distribution expense		2,851			10,321
Non-recurring items		1,684			(1,893	)
Proforma savings		453			4,200
Debt and investment related expenses		11,890			46,445


Adjusted EBITDA⁽¹⁾		108,027			426,272


(1)		Earnings before interest, taxes, depreciation and amortization (EBITDA) is presented on an adjusted basis consistent with the definitions included in our Bank Credit Agreement. Adjusted EBITDA is a non-GAAP financial measure and has been included because it is a basis upon which our management assesses and will assess our operating performance. Adjusted EBITDA is not a measure of our liquidity or financial performance under GAAP. Our measure of adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

(2)		LTM represents the last twelve-month period including the fourth quarter of 2007 and the first three quarters of 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.