Nuveen Investments 10-Q 2007 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31, 2007

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 1-11123

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3817266
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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

No Changes
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþ          Accelerated filero          Non-accelerated filero

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yeso Noþ

     At May 4, 2007, there were 79,444,006 shares of the Company’s Class A Common Stock, $0.01 par value outstanding.

NUVEEN INVESTMENTS, INC.

TABLE OF CONTENTS

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited), March 31, 2007 and December 31, 2006		3
Consolidated Statements of Income (Unaudited), Three Months Ended March 31, 2007 and 2006		4
Consolidated Statement of Changes in Common Stockholders’ Equity (Unaudited), Three Months Ended March 31, 2007		5
Consolidated Statements of Cash Flows (Unaudited), Three Months Ended March 31, 2007 and 2006		6
Notes to Consolidated Financial Statements (Unaudited)		7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.
Quantitative and Qualitative Disclosures About Market Risk		22
Item 4.
Controls and Procedures		23
PART II. OTHER INFORMATION
Item 1 through Item 6		24
Signatures		26
Form of Restricted Stock Unit Agreement
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
Certification of President Pursuant to Rule 13a-14(a)
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Certification of President Pursuant to 18 U.S.C. Section 1350
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUVEEN INVESTMENTS, INC.

Consolidated Balance Sheets
Unaudited
(in thousands, except share data)

	March 31,			December 31,
	2007			2006
ASSETS
Cash and cash equivalents	$	106,903		$	223,168
Management and distribution fees receivable		89,413			87,239
Other receivables		47,481			23,481
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $69,521 and $67,973, respectively		36,482			33,454
Investments		141,723			129,099
Goodwill		656,785			634,290
Other intangible assets, at cost less accumulated amortization of $29,193 and $27,226, respectively		65,407			67,374
Current taxes receivable		—			4,007
Other assets		21,509			25,660
	$	1,165,703		$	1,227,772
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-Term Obligations:
Notes payable	$	50,000		$	100,000
Accounts payable		13,203			13,474
Current taxes payable		12,930			—
Accrued compensation and other expenses		41,244			120,842
Other short-term liabilities		49,838			24,962
Total Short-Term Obligations		167,215			259,278
Long-Term Obligations:
Senior term notes	$	544,708		$	544,504
Deferred compensation		43,971			41,578
Deferred income tax liability, net		20,820			23,280
Other long-term liabilities		25,272			23,444
Total Long-Term Obligations		634,771			632,806
Total Liabilities		801,986			892,084
Minority interest		41,434			44,969
Common stockholders’ equity:
Class A Common stock, $0.01 par value; 160,000,000 shares authorized;
120,911,480 shares issued at March 31, 2007 and December 31, 2006		1,209			1,209
Additional paid-in capital		291,159			276,479
Retained earnings		1,127,034			1,091,136
Unamortized cost of restricted stock awards		(35,111	)		(21,796	)
Accumulated other comprehensive income/(loss)		(1,128	)		(1,141	)
		1,383,163			1,345,887
Less common stock held in treasury, at cost (41,693,919 and 42,096,405 shares, respectively)		(1,060,880	)		(1,055,168	)
Total common stockholders’ equity		322,283			290,719
	$	1,165,703		$	1,227,772

See accompanying notes to consolidated financial statements.

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NUVEEN INVESTMENTS, INC.

Consolidated Statements of Income
Unaudited
(in thousands, except per share data)

	Three Months Ended
	March 31,
	2007			2006
Operating revenues:
Investment advisory fees from assets under management	$	189,716		$	156,274
Product distribution		1,422			1,237
Performance fees / other revenue		5,689			2,635
Total operating revenues		196,827			160,146
Operating expenses:
Compensation and benefits		73,475			53,821
Advertising and promotional costs		3,391			2,670
Occupancy and equipment costs		6,741			5,931
Amortization of intangible assets		1,967			1,673
Travel and entertainment		2,185			2,108
Outside and professional services		8,005			7,144
Minority interest expense		2,335			1,481
Other operating expenses		7,673			5,758
Total operating expenses		105,772			80,586
Other income/(expense)		1,314			2,329
Net interest expense		(5,906	)		(8,345	)
Income before taxes		86,463			73,544
Income taxes		34,153			28,682
Net income	$	52,310		$	44,862
Average common and common equivalent shares outstanding:
Basic		77,965			77,804
Diluted		83,370			83,044
Earnings per common share:
Basic	$	0.67		$	0.58
Diluted	$	0.63		$	0.54

See accompanying notes to consolidated financial statements.

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NUVEEN INVESTMENTS, INC.

Consolidated Statement of Changes in Common Stockholders’ Equity

Unaudited

(in thousands)

									Unamortized			Accumulated
	Class A		Additional						Cost of			Other
	Common		Paid-In			Retained			Restricted			Comprehensive			Treasury
	Stock		Capital			Earnings			Stock Awards			Income/(Loss)			Stock			Total
Balance at December 31, 2006	$	1,209	$	276,479		$	1,091,136		$	(21,796	)	$	(1,141	)	$	(1,055,168	)	$	290,719
Change in accounting principle (see Note 1)							(903	)											(903	)
Balance at December 31, 2006, as restated		1,209		276,479			1,090,233			(21,796	)		(1,141	)		(1,055,168	)		289,816
Net income							52,310												52,310
Cash dividends paid							(18,988	)											(18,988	)
Purchase of treasury stock																(31,836	)		(31,836	)
Compensation expense on options				4,308															4,308
Exercise of stock options				(2,993	)		1,362									17,911			16,280
Grant of restricted stock				6,889			2,117			(17,598	)					8,592			—
Forfeit of restricted stock										379						(379	)		—
Amortization of restricted stock awards										3,904									3,904
Tax effect of options exercised				6,476															6,476
Other comprehensive income													13						13
Balance at March 31, 2007	$	1,209	$	291,159		$	1,127,034		$	(35,111	)	$	(1,128	)	$	(1,060,880	)	$	322,283

	Three Months
Comprehensive Income (in 000s):	Ending 3/31/07
Net income	$	52,310
Other comprehensive income:
Unrealized gains/(losses) on marketable equity securities, net of tax		96
Reclassification adjustments for realized (gains)/losses		(81	)
Amortization of terminated cash flow hedge, net of tax		(38	)
Funded status of qualified pension plan, net of tax		37
Foreign currency translation adjustment		(1	)
Subtotal: other comprehensive income		13
Comprehensive Income	$	52,323

	Three Months
Change in Shares Outstanding (in 000s):	Ending 3/31/07
Shares outstanding at the beginning of the year		78,815
Shares issued under equity incentive plans		1,052
Shares acquired		(641	)
Forfeit of restricted stock		(8	)
Shares outstanding at March 31, 2007		79,218

See accompanying notes to consolidated financial statements.

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NUVEEN INVESTMENTS, INC.

Consolidated Statements of Cash Flows
Unaudited
(in thousands)

	Three Months Ended March 31,
	2007			2006
Cash flows from operating activities:
Net income	$	52,310		$	44,862
Adjustments to reconcile net income to net cash provided from operating activities:
Deferred income taxes		(2,651	)		1,272
Depreciation of office property and equipment		2,667			2,318
Amortization of intangible assets	��	1,967			1,673
Amortization of debt related costs, net		142			132
Compensation expense for equity plans		11,689			8,583
Net (increase) decrease in assets:
Management and distribution fees receivable		(2,174	)		(3,353	)
Other receivables		450			4,534
Other assets		4,150			(4,718	)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses		(78,447	)		(59,323	)
Deferred compensation		2,393			2,775
Accounts payable		(271	)		(342	)
Current taxes payable		16,937			14,063
Other liabilities		(3,304	)		(5,873	)
Other		(1,211	)		(2,642	)
Net cash provided from operating activities		4,647			3,961
Cash flows from financing activities:
Repayment of notes payable		(50,000	)		—
Dividends paid		(18,988	)		(16,549	)
Proceeds from stock options exercised		16,280			29,035
Acquisition of treasury stock		(31,836	)		(3,726	)
Net deferred debt issuance related items		—			50
Tax effect of options and restricted stock		6,476			8,810
Net cash provided from/(used for) financing activities		(78,068	)		17,620
Cash flows from investing activities:
Purchase of office property and equipment		(5,763	)		(2,095	)
Proceeds from sales of investment securities		356			7,722
Purchases of investment securities		(13,183	)		(11,814	)
Repurchase of NWQ minority members’ interests		(22,500	)		(22,500	)
Net change in consolidated mutual funds		(1,514	)		682
Other		(239	)		(33	)
Net cash used for investing activities		(42,843	)		(28,038	)
Effect of exchange rates on cash and cash equivalents		(1	)		—
Increase/(decrease) in cash and cash equivalents		(116,265	)		(6,457	)
Cash and cash equivalents:
Beginning of year		223,168			128,933
End of period	$	106,903		$	122,476
Supplemental Information:
Taxes paid	$	13,391		$	6,565
Interest paid	$	16,422		$	16,570

See accompanying notes to consolidated financial statements.

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NUVEEN INVESTMENTS, INC.

Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2007

Note 1  Basis of Presentation

The unaudited consolidated financial statements include the accounts of Nuveen Investments, Inc. and its majority-owned subsidiaries (the “Company” or “Nuveen Investments”) and have been prepared in conformity with accounting principles generally accepted in the United States of America. These financial statements have also been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. As a result, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s latest annual report on Form 10-K.

The Financial Accounting Standards Board’s Emerging Issues Task Force approved a Consensus that an employee’s right to a compensated absence under a sabbatical or similar benefit arrangement in which the employee is not required to perform any duties during the absence “accumulates” and therefore should be accounted for as a liability if the obligation relates to services already rendered, payment is probable, and the amount can be reasonably estimated. The Consensus is effective for fiscal years beginning after December 15, 2006, and requires that a liability for sabbatical leave be recorded as a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. As a result of adopting this Consensus, the Company has recorded approximately $0.9 million as both a liability in “Other Long-Term Liabilities” as well as a cumulative-effect adjustment to retained earnings as of January 1, 2007.

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued its Interpretation No. 48, “Accounting for Uncertainties in Income Taxes – an Interpretation of FASB Statement 109” (“FIN 48”), which provides guidance on the measurement, recognition, and disclosure of tax positions taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, and disclosure. FIN 48 prescribes that a tax position should only be recognized if it is more likely than not that the position will be sustained upon examination by the appropriate taxing authority. A tax position that meets this threshold is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The cumulative effect of applying the provisions of FIN 48 is to be reported as an adjustment to the beginning balance of retained earnings in the period of adoption. Adoption of FIN 48 as of January 1, 2007 did not impact Nuveen Investments’ consolidated financial position or results of operations. The Company does not have any unrecognized tax benefits as of the date of adoption of FIN 48, nor as of March 31, 2007. In addition, the Company does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months. Nuveen Investments classifies any tax penalties as “other operating expenses,” and any interest as “interest expense.” As of March 31, 2007, tax years that remain open and subject to audit for both federal and state are the 2003-2006 years.

These financial statements rely, in part, on estimates. In the opinion of management, all necessary adjustments (consisting of normal, recurring accruals) have been reflected for a fair presentation of the results of operations, financial position and cash flows in the accompanying unaudited consolidated financial statements. The results for the period are not necessarily indicative of the results to be expected for the entire year.

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Note 2  Per Common Share

The following table sets forth a reconciliation of net income and the weighted average common shares used in the basic and diluted earnings per share computations for the three-month periods ended March 31, 2007 and 2006.

	For the three months ended
	March 31, 2007						March 31, 2006
In thousands,	Net				Per-share		Net				Per-share
except per share data	income		Shares		amount		income		Shares		amount
Basic EPS	$	52,310		77,965	$	0.67	$	44,862		77,804	$	0.58
Dilutive effect of:
Restricted stock		—		888				—		454
Employee stock options		—		4,517				—		4,786
Diluted EPS	$	52,310		83,370	$	0.63	$	44,862		83,044	$	0.54

Options to purchase 599,032 and 46,860 shares of the Company’s common stock were outstanding as of March 31, 2007 and 2006, respectively, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive since the options’ weighted average exercise price of $51.50 and $46.39 per share, respectively, was greater than the average market price of the Company’s common shares during the applicable period.

Note 3  Net Capital Requirement

Nuveen Investments, LLC, the Company’s wholly-owned broker/dealer subsidiary, is subject to SEC Rule 15c3-1, the “Uniform Net Capital Rule,” which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as these terms are defined in the Rule, shall not exceed 15 to 1. At March 31, 2007, Nuveen Investments, LLC’s net capital ratio was 7.01 to 1 and its net capital was approximately $7.0 million, which was $3.7 million in excess of the required net capital of $3.3 million.

Note 4  Goodwill and Intangible Assets

The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2006 to March 31, 2007 presented on our consolidated balance sheets (in thousands):

Balance at December 31, 2006	$	634,290
Repurchase of NWQ minority interests		22,500
Santa Barbara acquisition costs – final bill		(5	)
Balance at March 31, 2007	$	656,785

As part of the acquisition of NWQ Investment Management (“NWQ”) in 2002, key employees purchased three classes of non-controlling member interests in NWQ. The purchase allows NWQ key employees to participate in profits of NWQ above specified levels beginning January 1, 2003. Beginning in 2004 and continuing through 2008, the Company has the right to purchase the non-controlling members’ respective interests in NWQ at fair market value. On February 15, 2007, the Company exercised its right to purchase 25% of the NWQ Class 4 minority members’ interests for approximately $22.6 million. Of the total amount paid, $22.5 million was recorded as goodwill, with the remainder being recorded as a return of capital.

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SFAS No. 142, “Goodwill and Other Intangible Assets,” requires an annual goodwill impairment test. The results of our last annual test indicated that, as of May 31, 2006, there was no indication of potential impairment of goodwill.

The following table presents gross carrying amounts and accumulated amortization amounts for the remaining unamortized intangible assets presented on our consolidated balance sheets at March 31, 2007 and December 31, 2006 (in thousands):

	At March 31, 2007				At December 31, 2006
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
Amortizable Intangible Assets	Amount		Amortization		Amount		Amortization
Symphony customer relationships	$	43,800	$	12,669	$	43,800	$	12,113
NWQ customer relationships		22,900		11,874		22,900		11,238
SBAM -
Customer relationships		26,200		4,367		26,200		3,639
Trademark / tradename		1,700		283		1,700		236
Total	$	94,600	$	29,193	$	94,600	$	27,226

The projected amortization for the next five years is approximately $5.9 million for the remaining nine months of 2007, and annual amortization of $7.9 million for each of 2008, 2009, 2010, and $6.8 million for 2011.

Note 5  Debt

At March 31, 2007 and December 31, 2006, debt on the accompanying consolidated balance sheets was comprised of the following (in thousands):

	March 31, 2007			December 31, 2006
Short-Term Obligations:
Notes payable	$	50,000		$	100,000
Long-Term Obligations:
Senior Term Notes:
Senior term notes – 5 Year	$	250,000		$	250,000
Net unamortized discount – 5 year notes		(496	)		(528	)
Senior term notes – 10 Year		300,000			300,000
Net unamortized discount – 10 year notes		(1,324	)		(1,354	)
Net unamortized debt issuance costs		(3,472	)		(3,614	)
subtotal	$	544,708		$	544,504
Total	$	594,708		$	644,504

Senior Term Notes

On September 12, 2005, Nuveen Investments issued $550 million of senior unsecured notes, comprised of $250 million of 5-year senior term notes and $300 million of 10-year senior term notes. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs. The five-year senior term notes bear interest at an annual fixed rate of 5.0% payable semi-annually beginning March 15, 2006. The 10-year senior term notes bear interest at an annual fixed rate of 5.5% payable semi-annually also beginning March 15, 2006. The net proceeds from the notes were used to repay a portion of the outstanding debt under the Company’s then outstanding $750 million bridge credit agreement. The costs related to the issuance of the senior term notes are being capitalized and amortized to expense over their

9

term. At March 31, 2007, the fair value of the five-year and ten-year senior term notes was approximately $247.6 million and $295.8 million, respectively.

Senior Revolving Credit Facility

In addition to the senior term notes, the Company has a $400 million senior revolving credit facility that expires on September 15, 2010. As of December 31, 2006, the Company had $100 million outstanding under this facility. During the first quarter of 2007, the Company paid down $50 million of this amount. The rate of interest payable under the agreement is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. For the three months ended March 31, 2007, the weighted average interest rate was 5.81%. The agreement requires the Company to pay a facility fee at an annual rate of a range of 0.08% to 0.15% that is dependent on our debt rating. Proceeds from borrowings under this facility may be used for fulfilling day-to-day cash requirements and general corporate purposes, including acquisitions, share repurchases and asset purchases.

Other

The Company’s broker-dealer subsidiary may utilize available, uncommitted lines of credit with no annual facility fees, which approximate $50 million, to satisfy unanticipated, short-term liquidity needs. As of March 31, 2007 and December 31, 2006, no borrowings were outstanding on these uncommitted lines of credit.

Note 6  Derivative Financial Instruments

In anticipation of the issuance of the senior term notes (refer to Note 5, “Debt”), the Company entered into a series of treasury rate lock transactions. These treasury rate locks were accounted for as cash-flow hedges, as they hedged against the variability in future projected interest payments on the forecasted issuance of fixed rate debt attributable to changes in interest rates. The prevailing treasury rates had increased by the time of the issuance of the senior term notes and the locks were settled for a net payment to the Company of approximately $1.6 million. The Company has recorded this gain in “Accumulated Other Comprehensive Income/(Loss)” on the accompanying consolidated balance sheets as of March 31, 2007 and December 31, 2006, as the treasury rate locks were considered highly effective for accounting purposes in mitigating the interest rate risk on the forecasted debt issuance. The $1.6 million is being reclassified into current earnings commensurate with the recognition of interest expense on the 5-year and 10-year term debt. At March 31, 2007, the unamortized gain on the treasury rate lock transactions that the Company had entered into related to it senior term notes was approximately $1.2 million. For the remaining nine months of 2007, the Company expects to reclassify approximately $0.2 million of the gain on the treasury rate lock transactions as an offset to interest expense.

Also included in the accompanying consolidated balance sheets as of March 31, 2007 and December 31, 2006 are certain swap agreements and futures contracts that have not been designated as hedging instruments. The swap agreements and futures contracts are being used to mitigate overall market risk of certain recently created product portfolios that are not yet being marketed. At March 31, 2007, the net fair value of these open non-hedging derivatives was a net liability of approximately $0.5 million and is reflected as both a $56,000 asset in “Other Assets” as well as a $592,000 liability in “Other Short-Term Liabilities” on the accompanying consolidated balance sheet as of March 31, 2007. At December 31, 2006, the net fair value of these open non-hedging derivatives was approximately $0.3 million and is reflected as approximately $259,000 in “Other Assets” and $601,000 in “Other Short-Term Liabilities” on the accompanying consolidated balance sheet as of December 31, 2006. For the three months ended March 31, 2007 and 2006, the net fair value adjustment resulted in a net loss of approximately $0.3 million and $0.1 million of a gain, respectively, of which approximately $0.2 million of a gain and $0.1 million of a gain was realized during the three months ended March 31, 2007 and 2006, respectively, and the remainder in unrealized gains/losses, both reflected in “Other Income/(Expense)” in the accompanying consolidated statements of income for the three months ended March 31, 2007 and 2006, respectively.

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Note 7  Retirement Plans

The following table presents the components of the net periodic retirement plans’ benefit costs for the three months ended March 31, 2007 and 2006, respectively:

	Three Months						Three Months
	Ended March 31, 2007						Ended March 31, 2006
	Total			Post-			Total			Post-
	Pension			Retirement			Pension			Retirement
Service Cost	$	471,631		$	79,382		$	436,250		$	60,000
Interest Cost		570,673			141,367			522,250			145,250
Expected Return on Assets		(573,318	)		—			(561,750	)		—
Amortization of:
Unrecognized Prior Service Cost		(652	)		(66,308	)		—			(66,250	)
Unrecognized (Gain)/Loss		68,900			20,235			106,250			29,250
Total	$	537,234		$	174,676		$	503,000		$	168,250

During 2007, the Company expects to contribute approximately $0.1 million to its excess pension plan. The Company does not expect to make any contributions to its qualified pension plan. In addition, the Company expects to contribute $0.6 million during 2007, net of expected Medicare Part D reimbursements, for benefit payments to its post-retirement benefit plan. For the first three months of 2007, the Company has paid out approximately $0.2 million in post-retirement benefits.

Note 8  Gain Contingency

During 2006, the Company sold its minority investment in Institutional Capital Corporation (“ICAP”), an institutional money manager which was acquired by New York Life Investment Management. Under the terms of the sale agreement, if certain indemnification obligations are satisfied, the Company may potentially receive up to an additional $5 million in the fourth quarter of 2007, upon the release of funds from an escrow established to cover any breaches of representations and warranties.

Note 9  Subsequent Event

During April 2007, the Company raised approximately $900 million in the initial public offering of a new closed-end fund, the Nuveen Multi-Currency Short-Term Government Income Fund. In connection with this new closed-end fund offering, the Company incurred an upfront structuring fee of approximately $7.1 million, which was imposed by the Company’s distribution partners for new closed-end funds. The Company plans to participate very actively in the market for new closed-end funds. As a result of this participation, the Company expects to experience some earnings volatility as it will continue to incur upfront structuring fees on new closed-end funds.

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Part I. FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

March 31, 2007

Description of the Business

Our principal businesses are asset management and related research, as well as the development, marketing and distribution of investment products and services for the institutional, affluent, and high-net-worth market segments. We distribute our investment products and services, which include individually managed accounts, closed-end exchange-traded funds (“closed-end funds”), and open-end mutual funds (“open-end funds” or “mutual funds”), to the affluent and high-net-worth market segments through unaffiliated intermediary firms including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors. We also provide institutional managed accounts and partnerships to several institutional market segments.

The Company and its subsidiaries offer high-quality investment capabilities through six branded investment teams: NWQ, specializing in value-style equities; Nuveen Investments (“Nuveen”), focusing on fixed-income investments; Santa Barbara, specializing in growth equities; Tradewinds, specializing in global equities; Rittenhouse, dedicated to “blue-chip” growth equities, and Symphony, with expertise in alternative investments as well as equity and credit strategies. In addition, on April 30, 2007, the Company acquired Hyde Park Investment Strategies, which specializes in enhanced equity index strategies.

We derive a substantial portion of our revenue from investment advisory fees, which are recognized as services are performed. These fees are directly related to the market value of the assets we manage. Advisory fee revenues generally will increase with a rise in the level of assets under management. Assets under management will rise through sales of our investment products or through increases in the value of portfolio investments. Assets under management may also increase as a result of reinvestment of distributions from funds and accounts. Fee income generally will decline when assets under management decline, as would occur when the values of fund portfolio investments decrease or when managed account withdrawals or mutual fund redemptions exceed gross sales and reinvestments.

In addition to investment advisory fees, we have two other main sources of operating revenue: 1) performance fees and 2) distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and hedge funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account management agreement. Distribution revenue is earned when certain funds are sold to the public through financial advisors. Correspondingly, distribution revenue will rise and fall with the level of our sales of mutual fund products. Underwriting fees are earned on the initial public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of new funds offered, the size of the funds offered and the extent to which we participate as a member of the syndicate group underwriting the fund. Also included in distribution and underwriting revenue is Muni Preferred® and Fund Preferred® revenue. Preferred shares of our closed-end funds are bought and sold through a secondary market auction. A participation fee is paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We offer non-participating brokers access to the auctions, for which we earn a portion of the participation fee.

Sales of our products, and our profitability, are directly affected by many variables, including investor preferences for equity, fixed-income or other investments, the availability and attractiveness of competing products, market performance, continued access to distribution channels, changes in interest rates, inflation, and income tax rates and laws.

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Recent Events

On April 19, 2007, the Company announced that it has agreed to acquire HydePark Investment Strategies. HydePark currently has approximately $350 million in assets under management. The transaction closed on April 30, 2007.

Summary of Operating Results

The table presented below highlights the results of our operations for the three months ended March 31, 2007 and 2006:

Financial Results Summary
Company Operating Statistics
(in millions, except per share amounts)

Quarter ended March 31,	2007		2006		% change
Gross sales of investment products	$	8,134	$	10,109		(20	)%
Net flows of investment products		3,033		5,903		(49	)
Assets under management (1) (2)		166,095		145,017		15
Operating revenues		196.8		160.1		23
Operating expenses		105.8		80.6		31
Net interest expense		5.9		8.3		(29	)
Income taxes		34.2		28.7		19
Net income		52.3		44.9		17
Basic earnings per share		.67		.58		16
Diluted earnings per share		.63		.54		17
Dividends per share		.24		.21		14

(1)	At period end.
(2)	Excludes defined portfolio assets under surveillance.

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Results of Operations

The following discussion and analysis contains important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and related notes.

Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of open-end and closed-end fund shares) for the three months ended March 31, 2007 and 2006 are shown below:

Gross Investment Product Sales
(in millions)

Quarter Ended March 31,	2007		2006
Closed-End Funds	$	295	$	—
Mutual Funds		1,682		1,347
Retail Managed Accounts		2,759		7,230
Institutional Managed Accounts		3,398		1,532
Total	$	8,134	$	10,109

Overall, first quarter gross sales decreased 20% relative to first quarter sales from a year ago due to an acceleration of sales in the first quarter of 2006 from the soft closing of the Tradewinds international strategy in retail managed accounts. Institutional managed account sales were $3.4 billion, up 122% versus the prior year. During the quarter, we raised approximately $0.5 billion with our first institutional offering of a CDO (Collateralized Debt Obligation) and $0.4 billion with Symphony’s third CLO (Collateralized Loan Obligation) offering. Mutual fund sales were strong, increasing $0.3 billion versus the prior year, driven mainly by continued high demand for the Nuveen High Yield Municipal Bond Fund. Our closed-end fund offering, the Nuveen Core Equity Alpha Fund, raised $0.3 billion during the quarter. No new closed-end funds were offered during the first quarter of 2006.

Net flows of investment products for the three months ended March 31, 2007 and 2006 are shown below:

Net Flows
(in millions)

Quarter Ended March 31,	2007			2006
Closed-End Funds	$	316		$	(7	)
Mutual Funds		1,015			864
Retail Managed Accounts		(547	)		4,114
Institutional Managed Accounts		2,249			932
Total	$	3,033		$	5,903

Net flows for the quarter were $3.0 billion, down $2.9 billion or 49% versus net flows in the first quarter of 2006. Net flows into closed-end funds increased $0.3 billion as a result of the new closed-end fund offering in the first quarter of 2007. Mutual fund net flows increased approximately $0.2 billion, to $1.0 billion, as a result of the increase in municipal flows. Retail managed account flows were down $4.7 billion for the quarter due to the acceleration of sales and flows in the first quarter of 2006 from the soft closing of the Tradewinds international strategy in retail managed accounts. Institutional managed account flows remained strong, increasing $1.3 billion for the quarter, driven mainly by sales of the CDO and CLO products.

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The following table summarizes net assets under management:

Net Assets Under Management⁽¹⁾
(in millions)

	March 31,		December 31,		March 31,
	2007		2006		2006
Closed-End Funds	$	53,091	$	52,958	$	51,813
Mutual Funds		19,584		18,532		15,398
Retail Managed Accounts		58,713		58,556		53,652
Institutional Managed Accounts		34,707		31,563		24,154
Total	$	166,095	$	161,609	$	145,017

(1) Excludes defined portfolio product assets under surveillance

Assets under management ended the quarter at just over $166 billion, an increase of 15% versus assets under management at the end of the first quarter of 2006 and an increase of 3% versus assets under management at the end of the prior year. At March 31, 2007, 51% of our assets were in equity-style products, 39% in municipal-style products and 10% in taxable income-style products.

The components of the change in our assets under management were as follows:

Net Assets Under Management⁽¹⁾
(in millions)

	March 31,			March 31,
	2007			2006
Quarter ended
Beginning Assets Under Management	$	161,609		$	136,117
Gross Sales		8,134			10,109
Reinvested Dividends		103			63
Redemptions		(5,204	)		(4,269	)
Net Flows into Managed Assets		3,033			5,903
Appreciation/(Depreciation)		1,453			2,997
Ending Assets Under Management	$	166,095		$	145,017

(1) Excludes defined portfolio product assets under surveillance

Assets were up $4.5 billion for the quarter as net flows of $3.0 billion were coupled with market appreciation of $1.5 billion. Equity and income-oriented assets appreciated $1.3 billion and $0.2 billion during the quarter, respectively, while market depreciation caused a $0.1 billion decline in municipal assets.

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Investment advisory fee income, net of sub-advisory fees and expense reimbursements, is shown in the following table:

Investment Advisory Fees⁽¹⁾
(in thousands)

Quarter ended March 31,	2007		2006
Closed-End Funds	$	63,873	$	61,843
Mutual Funds		26,382		19,818
Managed Accounts		99,461		74,613
Total	$	189,716	$	156,274

⁽¹⁾ Sub-advisory fee expense for the three month periods ended March 31, 2007 and 2006 was $8.0 million and $7.0 million, respectively.

Higher assets levels contributed to a 21% increase in advisory fees for the quarter. Advisory fees increased 33% on both mutual funds and managed accounts. Within the managed account product line, advisory fee revenue increased on both value-style equity and municipal-style accounts, while declining on growth-style equity accounts. Advisory fees on closed-end funds increased 3% for the quarter.

Product distribution revenue for the three-month periods ended March 31, 2007 and 2006 is shown in the following table:

Product Distribution
(in thousands)

Quarter ended March 31,	2007			2006
Closed-End Funds	$	410		$	(10	)
Muni/Fund Preferred®		1,030			1,174
Mutual Funds		(18	)		73
Total	$	1,422		$	1,237

Product distribution revenue increased $0.2 million for the quarter due to the new closed-end fund offered during the first quarter of 2007. No new closed-end funds were offered during the first quarter of 2006. Muni/Fund Preferred^®fees declined slightly due to a decline in shares traded by non-participating brokers who access the auction through the Company’s trading desk.

Performance Fees/Other Revenue

Performance fees/other revenue consists of performance fees earned on institutional assets managed and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance. Performance fees were $5.6 million for the quarter compared to $2.4 million in the first quarter of the prior year.

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Operating Expenses

The following table summarizes operating expenses for the three-month periods ended March 31, 2007 and 2006:

Operating Expenses
(in thousands)

Quarter ended March 31,	2007			2006
Compensation and benefits	$	73,475		$	53,821
Advertising and promotional costs		3,391			2,670
Occupancy and equipment costs		6,741			5,931
Amortization of intangible assets		1,967			1,673
Travel and entertainment		2,185			2,108
Outside and professional services		8,005			7,144
Minority interest expense		2,335			1,481
Other operating expenses		7,673			5,758
Total	$	105,772		$	80,586
As a % of Operating Revenues		53.7	%		50.3	%

Summary

Operating expenses for the quarter increased 31% due mainly to an increase in compensation and benefits.

Compensation and Benefits

Compensation and related benefits for the first quarter of 2007 increased $19.7 million due to an increase in base compensation as a result of new positions and salary increases, and an increase in overall incentive compensation due to the Company’s higher profit level. Equity award compensation increased as a result of the accelerated vesting of certain equity awards.

Occupancy and Equipment Costs

Occupancy and equipment costs increased $0.8 million due to an increase in leased space for NWQ, Tradewinds, and Santa Barbara.

Amortization of Intangibles

Amortization of intangibles increased $0.3 million during the first quarter of 2007 as a result of the finalization of the external valuation for the Santa Barbara acquisition during the second quarter of 2006.

Outside and Professional Services

Outside and professional services expense increased $0.9 million primarily due to an increase in electronic information expense as we provide our investment and research teams with more data and other tools to better manage their portfolios.

All Other Operating Expenses

All other operating expenses, including advertising and product promotion, travel and entertainment, minority interest expense, fund organization costs and other expenses increased approximately $3.6 million, due partly to an increase in profits attributable to LLC interest holders at our subsidiaries, and partly due to severance and recruiting.

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Other Income/(Expense)

Other income/(expense) includes realized gains and losses on investments and miscellaneous income, including gain or loss on the disposal of property.

The following is a summary of other income/(expense) for the three months ended March 31, 2007 and 2006:

Other Income/(Expense)
(in thousands)

Quarter ended March 31,	2007			2006
Gains/(Losses) on Investments	$	1,391		$	2,557
Miscellaneous Income/(Expense)		(77	)		(228	)
Total	$	1,314		$	2,329

Total other income/(expense) decreased $1.0 million in the first quarter of 2007 compared to the first quarter of 2006, due to a decrease in investment gains for the quarter.

Net Interest Expense

The following is a summary of net interest expense for the three months ended March 31, 2007 and 2006:

Net Interest Expense
(in thousands)

Quarter ended March 31,	2007			2006
Dividend and Interest Revenue	$	3,124		$	1,852
Interest Expense		(9,030	)		(10,197	)
Total	$	(5,906	)	$	(8,345	)

Total net interest expense decreased $2.4 million in the first quarter of 2007 compared to the first quarter of 2006, due to an overall reduction in outstanding debt.

Recent Accounting Pronouncements

During February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment to FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We have not yet made a determination as to which (if any) financial instruments and other items we will measure at fair value.

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Capital Resources, Liquidity
and Financial Condition

Our primary liquidity needs are to support working capital requirements, service indebtedness and fund capital expenditures. Our principal sources of liquidity are cash flows from operating activities and borrowings under available credit facilities and long-term notes.

Senior Term Notes

On September 12, 2005, Nuveen Investments issued $550 million of senior unsecured notes, consisting of $250 million of 5-year notes and $300 million of 10-year notes. The Company received approximately $544.4 million in net proceeds after discounts. The five-year notes bear interest at an annual fixed rate of 5.0%, payable semi-annually beginning March 15, 2006. The 10-year senior notes bear interest at an annual fixed rate of 5.5%, payable semi-annually also beginning March 15, 2006. The net proceeds from the notes were used to repay a portion of the outstanding debt under a bridge credit facility that has since been refinanced (further discussed in our 2006 Form 10-K). The costs related to the issuance of the senior term notes were capitalized and are being amortized to expense over their respective terms.

Senior Revolving Credit Facility

In addition to the senior term notes, the Company has a $400 million senior revolving credit facility entered into in September 2005 that expires on September 15, 2010. At December 31, 2006, the Company had $100 million outstanding on this credit facility. At March 31, 2007, the Company had $50 million outstanding under this facility. The rate of interest payable under the agreement is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. The agreement requires the Company to pay a facility fee at an annual rate of a range of 0.08% to 0.15% that is dependent on our debt rating. Proceeds from borrowings under this facility may be used for fulfilling day-to-day cash requirements and general corporate purposes, including acquisitions, share repurchases and asset purchases. There are conventional financial covenants associated with this credit facility, including a minimum net worth requirement and a maximum leverage ratio. We were in compliance with those covenants as of March 31, 2007.

Other

In addition to the above facilities, our broker-dealer subsidiary may utilize available, uncommitted lines of credit with no annual facility fees, which approximate $50 million, to satisfy periodic, unanticipated, short-term liquidity needs. As of March 31, 2007 and December 31, 2006, no borrowings were outstanding on these uncommitted lines of credit.

Equity and Dividends

As part of the NWQ acquisition, key individuals of NWQ purchased a non-controlling, member interest in NWQ Investment Management Company, LLC. The non-controlling interest of $0.1 million as of March 31, 2007, and $0.3 million as of December 31, 2006, is reflected in minority interest on the accompanying consolidated balance sheets. This purchase allows management to participate in NWQ’s profits above specified levels beginning January 1, 2003. During the first quarter of 2007 and 2006, we recorded approximately $0.5 million and $0.9 million, respectively, of minority interest expense, which reflects the portion of profits applicable to the minority owners. Beginning in 2004 and continuing through 2008, the Company has the right to purchase the non-controlling members’ respective interests in NWQ at fair value. During 2007, the Company exercised its right on February 15 to call 25% of the Class 4 NWQ minority members’ interests for approximately $22.6 million. Of the total amount paid on March 2, 2007, $22.5 million was recorded as goodwill, with the rest as a return of capital.

As further discussed in our 2006 Form 10-K, as part of the Santa Barbara acquisition, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara’s earnings growth

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over the next five years. During the first quarter of 2007, we recorded approximately $0.7 million of minority interest expense, which reflects the portion of profits applicable to the minority owners.

During 2006, new equity opportunities were put in place covering employees of NWQ, Tradewinds, and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the next five years. Classes of units were established at each subsidiary (collectively referred to as “Units”). Certain of these Units vest on June 30^th of each year from 2007 through the year 2011. During the first quarter of 2007, we recorded approximately $0.8 million of minority interest expense, which reflects the portion of profits applicable to minority owners. The Units entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year, and the distributions of the profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Units of the non-controlling members.

At March 31, 2007, we held in treasury 41,693,919 shares of Nuveen Investments common stock. During the first quarter of 2007, the Company repurchased 640,920 shares of common stock in open market transactions as part of an on-going repurchase program. A new share repurchase program was publicly announced and approved on August 9, 2006. This program replenished the existing share repurchase program by authorizing the repurchase of up to 7 million shares of common stock. As a result of the replenishment and the remaining 424,184 shares from the previous authorization, the Company was authorized to repurchase up to 7.4 million shares of common stock. As of March 31, 2007, the remaining authorization covered approximately 5.9 million shares.

During the first quarter of 2007, we paid out dividends on common shares totaling approximately $19 million.

Broker/Dealer

Our broker/dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards (See Note 3 to Consolidated Financial Statements, “Net Capital Requirement”).

Adequacy of Liquidity

Management believes that cash provided from operations and borrowings available under its uncommitted and committed credit facilities will provide the Company with sufficient liquidity to meet its working capital needs, planned capital expenditures, future contractual obligations and payment of its anticipated quarterly dividends.

Inflation

Our assets are, to a large extent, liquid in nature and therefore not significantly affected by inflation. However, inflation may result in increases in our expenses, such as employee compensation, advertising and promotional costs, and office occupancy costs. To the extent inflation, or the expectation thereof, results in rising interest rates or has other adverse effects upon the securities markets and on the value of financial instruments, it may adversely affect our financial condition and results of operations. A substantial decline in the value of fixed-income or equity investments could adversely affect the value of assets we manage, which in turn would result in a decline in investment advisory and performance fee revenue.

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Forward-Looking Information and Risks

From time to time, information we provide or information included in our filings with the SEC (including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Notes to Consolidated Financial Statements in this Form 10-Q) may contain statements that are not historical facts, but are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or future financial performance and reflect management’s expectations and opinions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or comparable terminology. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed below and elsewhere in this report. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements. We undertake no responsibility to update publicly or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Risks, uncertainties and other factors that pertain to our business and the effects of which may cause our assets under management, earnings, revenues, profit margins, and/or our stock price to decline include: (1) the effects of the substantial competition that we, like all market participants, face in the investment management business; (2) our inability to access third-party distribution channels to market our products or a related reduction in fees we might receive for services provided by these channels; (3) the adverse effects of declines in securities markets and/or poor investment performance by our managers on our assets under management and future offerings; (4) a decline in the market for closed-end funds, mutual funds and managed accounts; (5) the adverse effects of structuring fees imposed by distribution partners on new closed-end fund offerings; (6) the adverse effect of increases in interest rates from their present levels on the net asset value of our assets under management that are invested in fixed-income securities; (7) a significant and sustained decline in equity markets resulting in a significant decrease in our assets under management which would result in a reduction in revenue; (8) our failure to comply with contractual requirements and/or guidelines in our client relationships; (9) our failure to comply with various government regulations, including federal and state securities laws, and the rules of the National Association of Securities Dealers; (10) our reliance on revenues from investment management contracts that are subject to annual renewal by the independent board of trustees overseeing the related funds according to their terms; (11) the loss of key employees that could lead to the loss of assets; (12) burdensome regulatory developments; (13) the impact of accounting pronouncements; (14) the effect of increased leverage on us as a result of our incurrence of additional indebtedness as a result of our share repurchase from St. Paul Travelers in 2005; and (15) unforeseen developments in litigation involving the securities industry or the Company.

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Part I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

March 31, 2007

Market Risk

The following information, and information included elsewhere in this report, describes the key aspects of certain financial instruments that have market risk.

Interest Rate Sensitivity

As of March 31, 2007, we had $50 million outstanding under our senior revolving credit facility. The rate of interest payable under the agreement is, at the Company’s option, a function of either one of various floating rate indices or the Federal Funds rate. We estimate that a 100 basis point increase (1 percentage point) in interest rates from the level at March 31, 2007, would result in a $0.5 million increase in annual interest expense; however, it would have no impact on the fair value of the debt at March 31, 2007. In addition to the $50 million of debt outstanding under our senior revolving credit facility, at March 31, 2007, we also had $550 million of senior unsecured notes, including $250 million of 5-year notes and $300 million of 10-year notes. The five-year notes bear interest at an annual fixed rate of 5.0% payable semi-annually, beginning March 15, 2006. The 10-year senior notes bear interest at an annual fixed rate of 5.5% payable semi-annually, also beginning March 15, 2006. A change in interest rates would have had no impact on interest incurred on our fixed rate debt or cash flow, but would have had an impact on the fair value of the debt. We estimate that a 100 basis point increase in interest rates from the levels at March 31, 2007 and 2006, would have resulted in a net decrease in the fair value of our debt of approximately $26 million and $29 million at March 31, 2007 and 2006, respectively.

Our investments consist primarily of Company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, the Company periodically invests in new advisory accounts to establish a performance history prior to a potential product launch. Company-sponsored funds and accounts are carried on our consolidated financial statements at fair market value and are subject to the investment performance of the underlying sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of the Company’s investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $78 million and $49 million at March 31, 2007 and 2006, respectively. We estimate that a 100 basis point increase in interest rates from the levels at March 31, 2007 and 2006, would result in a net decrease of approximately $2 million in the fair value of the fixed income investments at March 31, 2007 and 2006, respectively.

Equity Market Sensitivity

As discussed above in the interest rate sensitivity section, we invest in certain Company-sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of the Company’s investments in funds and accounts subject to equity price risk is approximately $63 million and $49 million, at March 31, 2007 and 2006, respectively. As of March 31, 2007 and 2006, we estimate that a 10% adverse change in equity prices would have resulted in decreases of approximately $6 million and $5 million, respectively, in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

An adverse movement in the equity prices of our holdings in privately held companies cannot be easily quantified as our ability to realize returns on investment depends on the investees’ ability to raise additional capital and/or derive cash inflows from continuing operations.

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Item 4. Controls and Procedures

Effective as of March 31, 2007, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer, President, and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the Company’s Chairman and Chief Executive Officer, President, and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective and no changes are required at this time. In connection with management’s evaluation, pursuant to the Exchange Act Rule 13a-15(d), no changes during the quarter ended March 31, 2007 were identified that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is involved in legal matters relating to claims arising in the ordinary course of business such as disputes with employees or customers, and in regulatory inquiries that may involve the industry generally or be specific to the Company. There are currently no such matters or inquiries pending that the Company believes would have a material adverse effect on our business or financial condition.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES
					(c) Total		(d) Maximum
					Number		Number
					of Shares		of Shares
					Purchased		that May
	(a) Total				as Part of		Yet Be
	Number		(b) Average		a Publicly		Purchased
	of Shares		Price Paid		Announced		Under the
Period	Purchased		per Share		Program		Program
Share purchases prior to January 1, 2007 under current repurchase program(1):		861,081	$	49.00		861,081		6,563,103
January 1, 2007 – January 31, 2007		85,000		49.70		85,000		6,478,103
February 1, 2007 – February 28, 2007		345,000		50.70		345,000		6,133,103
March 1, 2007 – March 31, 2007		210,920		47.99		210,920		5,922,183
Total		1,502,001	$	49.49		1,502,001		5,922,183

(1) Excludes 18,192,843 shares repurchased from St. Paul Travelers for $32.98 per share during 2005. Such shares were not repurchased under a Company adopted share repurchase program. See Note 1, “Summary of Significant Accounting Policies” to the 2006 Form 10-K, “Sale of the St. Paul Travelers Companies, Inc.’s Ownership Interest in Nuveen Investments” for further information about this repurchase.

A new share repurchase program was publicly announced and approved on August 9, 2006. This program replenished the existing share repurchase program by authorizing the repurchase of up to 7 million shares of common stock. As a result of the replenishment and the remaining 424,184 shares from the previous authorization, the Company was authorized to repurchase up to 7.4 million shares of common stock. As of March 31, 2007, the remaining authorization covered approximately 5.9 million shares. There is not a pre-determined expiration date for this plan.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits. Certain of the following exhibits were previously filed as exhibits to registration statements or reports filed by the Company with the Commission and are incorporated herein by reference to such statements or reports and made a part hereof. Exhibit numbers which are identified with an asterisk (*) have such documents filed herewith. See exhibit index on page E-1.

3.1	Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 12, 2007.
+10.1	Nuveen Investments Employees’ 401K/Profit Sharing Plan as amended and restated effective January 1, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
+10.2	Nuveen Investments, LLC Employees’ Retirement Plan, as amended and restated effective January 1, 2007, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
+10.3*	Form of Restricted Stock Unit Agreement with non-employee directors regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2*	Certification of President pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.3*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1*	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 2002.
32.2*	Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	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
+	management contracts and compensatory plans and arrangements

25

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 thereunto duly authorized.

	NUVEEN INVESTMENTS, INC. (Registrant)
Date:May 9, 2007	By	/s/ Glenn R. RichterGlenn R. Richter
		Executive Vice President and Chief Administrative Officer
		Principal Financial Officer
Date:May 9, 2007	By	/s/ Sherri A. HlavacekSherri A. Hlavacek
		Vice President and Corporate Controller
		Principal Accounting Officer

26

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 12, 2007.
+10.1	Nuveen Investments Employees’ 401K/Profit Sharing Plan as amended and restated effective January 1, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
+10.2	Nuveen Investments, LLC Employees’ Retirement Plan, as amended and restated effective January 1, 2007, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
+10.3*	Form of Restricted Stock Unit Agreement with non-employee directors regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2*	Certification of President pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.3*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1*	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 2002.
32.2*	Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	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
+	management contracts and compensatory plans and arrangements

E-1