UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005

 

 

Commission file number 001-13913

 

 

WADDELL & REED FINANCIAL, INC.
401(K) AND THRIFT PLAN
(Full title of the Plan)

 

 


 

 

 

 

WADDELL & REED FINANCIAL, INC.
6300 Lamar Avenue
Overland Park, Kansas  66202
913-236-2000
(Name of issuer of securities held pursuant to the Plan)

 

 




WADDELL & REED FINANCIAL, INC.
401(k) AND THRIFT PLAN

Financial Statements and Schedule

December 31, 2005 and 2004

(With Report of Independent Registered Public Accounting Firm Thereon)

 

 

 

 

 




Report of Independent Registered Public Accounting Firm

The Plan Administrators
Waddell & Reed Financial, Inc.
    401(k) and Thrift Plan:

We have audited the accompanying statements of net assets available for benefits of the Waddell & Reed Financial, Inc. 401(k) and Thrift Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Waddell & Reed Financial, Inc. 401(k) and Thrift Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedule 1 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary schedule is the responsibility of the Plan’s management. The supplementary schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Kansas City, Missouri
May 26, 2006




WADDELL & REED FINANCIAL, INC.
401(k) AND THRIFT PLAN

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

 

 

2005

 

2004

 

Investments (note 3)

 

$

88,802,790

 

84,423,239

 

Contributions receivable from participants

 

183,961

 

183,319

 

Contributions receivable from participating employers

 

242,009

 

73,330

 

Net assets available for benefits

 

$

89,228,760

 

84,679,888

 

 

See accompanying notes to financial statements.

2




 

WADDELL & REED FINANCIAL, INC.
401(k) AND THRIFT PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2005 and 2004

 

 

2005

 

2004

 

Investment income:

 

 

 

 

 

Dividends—stock

 

$

215,527

 

224,156

 

Dividends—mutual funds

 

2,719,350

 

768,040

 

Net appreciation of investments (note 3)

 

5,169,305

 

7,447,403

 

Investment income

 

8,104,182

 

8,439,599

 

 

 

 

 

 

 

Contributions (note 4):

 

 

 

 

 

Participants

 

6,286,310

 

5,840,395

 

Employers

 

2,879,179

 

2,605,752

 

Participant rollovers

 

209,762

 

341,052

 

Total contributions

 

9,375,251

 

8,787,199

 

Benefits paid to participants

 

(12,930,561

)

(7,155,608

)

Net increase

 

4,548,872

 

10,071,190

 

Net assets available for benefits:

 

 

 

 

 

Beginning of year

 

84,679,888

 

74,608,698

 

End of year

 

$

89,228,760

 

84,679,888

 

 

See accompanying notes to financial statements.

3




WADDELL & REED FINANCIAL, INC.
401(k) AND THRIFT PLAN

Notes to Financial Statements

December 31, 2005 and 2004

(1)            Description of Plan

The following brief description of the Waddell & Reed Financial, Inc. 401(k) and Thrift Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

(a)                      General

The Plan is a defined contribution plan covering substantially all employees of Waddell & Reed Financial, Inc. and subsidiaries who have twelve months of consecutive service and no less than 1,000 hours of service for Waddell & Reed Financial, Inc. or a subsidiary. The Plan complies with the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Plan administration is accomplished through a committee of three persons who have authority to arbitrate disputes and settle claims arising under the Plan.

(b)                      Contributions

Participants are allowed to make yearly pre-tax and after-tax contributions not to exceed a maximum of 92% of eligible earnings to the Plan. Each eligible participant is allowed to make “matched contributions” ranging from 1% to 5% of eligible earnings to the 401(k) component of the Plan. The Plan also provides for a matching employer contribution of 100% of the first 3% of the participant’s contribution and a 50% match of the next 2% of the participant’s contribution. Participants can make “unmatched contributions” to the 401(k) component of the Plan not to exceed eligible earnings less required social security tax withholdings. Each eligible participant can make “unmatched contributions” ranging from 1% to 6% of eligible earnings to the thrift component (after-tax) of the Plan.

Participants direct the investment of employee and employer matching contributions among investment options available under the Plan.

(c)                       Participant Accounts

Each participant’s account is credited with their contribution, the employer’s matching contribution, and Plan earnings on their employee and employer account balances. The benefit to which a participant is entitled is the benefit that can be provided from their vested account.

(d)                      Vesting

Participants vest immediately in their contributions plus actual earnings thereon. Prior to January 1, 1999, vesting in employer contributions was graduated to 100% after six years of employment. Effective January 1, 1999, all future employer matching contributions are fully vested at the time of the contribution. All employer contributions made for active participants prior to January 1, 1999 are now fully vested.

4




(e)                       Participant Loans

Participant loans are not permitted under the Plan document.

(f)                         Payment of Benefits

On termination of service due to death, disability or retirement, a participant is paid in a joint and 50% survivor annuity, unless the participant chooses a lump-sum distribution. The nonvested portion of employer contributions made prior to January 1, 1999 is retained by the Plan until the separated participant incurs a “break in service,” at which time the remaining account balance is forfeited. For termination of service for any other reason, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

(g)                      Forfeited Accounts

For the year ended December 31, 2005 and 2004, forfeited nonvested accounts totaled $921 and $4,906, respectively. These forfeitures were used to reduce the employer contributions and expenses for the current year.

(2)                     Summary of Significant Accounting Policies

(a)                      Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and present the net assets available for benefits and changes in those net assets of the Plan.

The Plan allows contributions to be invested in Waddell & Reed Financial, Inc. Class A common stock and certain mutual fund shares of (i) the Waddell & Reed Advisors Group of Mutual Funds and (ii) Ivy Funds, Inc. and the Ivy Funds trust (collectively, the “Ivy Funds”). Waddell and Reed Investment Management Company, a participating employer in the Plan, and Ivy Investment Management Company (formerly Waddell & Reed Ivy Investment Company) manage the Waddell & Reed Advisors Group of Mutual Funds and the Ivy Funds, respectively. Fiduciary Trust Company of New Hampshire serves as the trustee for the Plan.

The Plan had 1,444 and 1,427 participants at December 31, 2005 and 2004, respectively. At December 31, 2005, 251 of the 1,444 participants in the Plan are former employees who have elected not to withdraw from the Plan. At December 31, 2004, 268 of the 1,427 participants in the Plan were former employees who elected not to withdraw from the Plan.

(b)                      Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

5




(c)                       Investment Valuation and Income Recognition

The Plan’s investments in Torchmark Corporation common stock and Waddell & Reed Financial, Inc. Class A common stock are stated at market value. The Plan’s investments in mutual fund shares are stated at net asset value. Quoted market prices are used to value investments as of December 31, 2005 and 2004.

Purchases and sales of securities are recorded on a trade-date basis (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date.

(d)                      Payment of Benefits

Benefits are recorded when paid. Administrative expenses are paid by the participating employers listed in note 4.

(3)                     Plan Investments

The following presents the number of shares and fair value of Torchmark Corporation common stock, Waddell & Reed Financial, Inc. Class A common stock, and mutual fund investments as of December 31, 2005 and 2004. Investments that represent 5% or more of the Plan’s net assets are separately identified.

 

 

Number

 

 

 

December 31, 2005

 

of shares

 

Fair value

 

Torchmark Corporation common stock

 

33,790

 

$

1,878,724

 

Waddell & Reed Financial, Inc. Class A common stock

 

306,754

 

6,432,631

 

Cash

 

 

 

230,190

 

 

 

 

 

 

 

Waddell & Reed Advisors Group of Mutual Funds shares:

 

 

 

 

 

Waddell & Reed Advisors Cash Management

 

5,135,000

 

5,135,000

 

Waddell & Reed Advisors Core Investment

 

1,480,307

 

9,103,891

 

Waddell & Reed Advisors New Concepts

 

734,616

 

7,706,120

 

Waddell & Reed Advisors Science and Technology

 

681,408

 

7,863,451

 

Waddell & Reed Advisors Small Cap

 

298,854

 

4,587,411

 

Waddell & Reed Advisors Vanguard

 

592,814

 

5,708,795

 

Other Waddell & Reed Advisors Funds

 

3,390,105

 

22,861,512

 

 

 

 

 

 

 

Total Waddell & Reed Advisors Group of Mutual Funds shares

 

 

 

62,966,180

 

 

 

 

 

 

 

Ivy Funds shares (various funds)

 

1,001,183

 

17,295,065

 

Total investments

 

 

 

$

88,802,790

 

 

6




 

 

 

Number

 

 

 

December 31, 2004

 

of shares

 

Fair value

 

Torchmark Corporation common stock

 

37,625

 

$

2,149,893

 

Waddell & Reed Financial, Inc. Class A common stock

 

339,139

 

8,102,031

 

Cash

 

 

57,519

 

 

 

 

 

 

 

Waddell & Reed Advisors Group of Mutual Funds shares:

 

 

 

 

 

Waddell & Reed Advisors Cash Management

 

4,442,027

 

4,442,027

 

Waddell & Reed Advisors Core Investment

 

1,766,446

 

9,998,087

 

Waddell & Reed Advisors International Growth

 

635,184

 

4,236,674

 

Waddell & Reed Advisors New Concepts

 

901,236

 

8,426,552

 

Waddell & Reed Advisors Science and Technology

 

702,605

 

7,553,006

 

Waddell & Reed Advisors Small Cap

 

314,985

 

4,655,482

 

Waddell & Reed Advisors Vanguard

 

615,695

 

5,356,543

 

Other Waddell & Reed Advisors Funds

 

2,762,482

 

17,222,551

 

 

 

 

 

 

 

Total Waddell & Reed Advisors Group of Mutual Funds shares

 

 

 

61,890,922

 

 

 

 

 

 

 

Ivy Funds shares (various funds)

 

791,298

 

12,222,874

 

Total investments

 

 

 

$

84,423,239

 

 

During 2005 and 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $5,169,305 and $7,447,403, respectively, as follows:

7




 

 

 

2005

 

2004

 

Torchmark Corporation common stock

 

$

(70,723

)

499,341

 

Waddell & Reed Financial, Inc. Class A common stock

 

(934,808

)

219,873

 

 

 

 

 

 

 

Waddell & Reed Advisors Group of Mutual Funds:

 

 

 

 

 

Accumulative

 

383,186

 

204,754

 

Asset Strategy

 

443,632

 

176,361

 

Bond

 

(35,767

)

(16,567

)

Continental Income

 

5,680

 

34,241

 

Core Investment

 

790,540

 

874,109

 

Dividend Income

 

64,974

 

37,474

 

Global Bond

 

(8,018

)

26,838

 

Government Securities

 

(28,471

)

(16,837

)

High Income

 

(65,287

)

16,017

 

International Growth

 

600,340

 

444,580

 

Limited-Term Bond

 

(10,248

)

(4,930

)

New Concepts

 

956,683

 

1,458,909

 

Retirement Shares

 

96,455

 

32,220

 

Science and Technology

 

533,746

 

1,050,415

 

Small Cap

 

190,014

 

556,704

 

Value

 

(42,807

)

257,240

 

Vanguard

 

526,480

 

242,632

 

 

 

 

 

 

 

Total Waddell & Reed Advisors Group of Mutual Funds

 

4,401,132

 

5,374,160

 

 

 

 

 

 

 

Ivy Funds:

 

 

 

 

 

Asset Strategy

 

84,595

 

25,495

 

Bond

 

(275

)

41

 

Core Equity

 

12,532

 

10,316

 

Cundill Global Value

 

207,458

 

103,440

 

European Opportunities

 

96,027

 

168,463

 

Global Natural Resources

 

458,776

 

213,559

 

High Income

 

(8,955

)

1,678

 

International Balanced

 

(6,209

)

12,334

 

International Growth

 

114,293

 

94,494

 

International Value

 

31,305

 

7,790

 

Large Cap Growth

 

119,393

 

34,633

 

Limited-Term Bond

 

(1,143

)

(1,137

)

Mid Cap Growth

 

52,714

 

47,786

 

Mortgage Securities

 

(2,781

)

(134

)

Pacific Opportunities

 

134,327

 

55,799

 

Real Estate Securities

 

48,960

 

67,790

 

Science and Technology

 

320,590

 

270,061

 

Small Cap Growth

 

179,022

 

223,831

 

Small Cap Value

 

(66,925

)

17,790

 

Total Ivy Funds

 

1,773,704

 

1,354,029

 

Net appreciation

 

$

5,169,305

 

7,447,403

 

 

8




 

(4)                     Contributions by Participants and Participating Employers

The contributions of each participating employer and its employees for the years ended December 31 are as follows:

 

 

2005

 

2004

 

 

 

Participant

 

Employer

 

Participant

 

Employer

 

Waddell & Reed Financial, Inc.

 

$

114,290

 

45,039

 

92,501

 

41,534

 

Waddell & Reed, Inc.

 

3,517,866

 

1,503,948

 

3,293,522

 

1,350,179

 

Waddell & Reed Investment Management Company

 

1,059,609

 

511,213

 

951,529

 

457,410

 

Waddell & Reed Services Company

 

1,039,187

 

528,628

 

991,619

 

486,340

 

The Legend Group of Companies

 

343,675

 

175,010

 

315,374

 

155,844

 

Austin Calvert & Flavin, Inc.

 

211,683

 

115,341

 

195,850

 

114,445

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,286,310

 

2,879,179

 

5,840,395

 

2,605,752

 

 

(5)                     Related Party Transactions

Certain Plan investments include shares of mutual funds managed by Waddell & Reed Investment Management Company and Ivy Investment Management Company, as well as shares of Waddell & Reed Financial, Inc. Class A common stock. Waddell & Reed Financial, Inc. and its affiliates are the sponsors, as defined by the Plan, and therefore, these transactions qualify as party-in-interest.

(6)                     Plan Termination

Although it has not expressed any intent to do so, Waddell & Reed Financial, Inc. has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all participants would immediately become fully vested in their employer contributions and Plan assets would be distributed.

(7)                     Tax Status

The Internal Revenue Service has determined and informed Waddell & Reed Financial, Inc. by a letter dated April 24, 2001, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code of 1986, as amended (the “IRC”). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel are not aware of any activity or transactions that would adversely affect the qualified status of the Plan.

(8)                     Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

9




Schedule 1

WADDELL & REED FINANCIAL, INC.
401(k) AND THRIFT PLAN

Schedule of Assets Held for Investment Purposes

December 31, 2005

Identity of issuer, borrower,
lessor, or similar party

 

Description of investment

 

Current value

   Cash

 

 

 

$              230,190

   Torchmark Corporation

 

33,790

 

shares of common stock

 

1,878,724

* Waddell & Reed Financial, Inc

 

306,754

 

shares of Class A common stock

 

6,432,631

 

 

 

 

 

 

 

 

 

 

 

 

 

8,541,545

* Waddell & Reed Adviors Group of Mutual Funds

 

574,089

 

shares of Accumulative

 

3,892,323

* Waddell & Reed Adviors Group of Mutual Funds

 

382,922

 

shares of Asset Strategy

 

3,473,100

* Waddell & Reed Adviors Group of Mutual Funds

 

145,768

 

shares of Bond

 

895,016

* Waddell & Reed Adviors Group of Mutual Funds

 

5,135,000

 

shares of Cash Management

 

5,135,000

* Waddell & Reed Adviors Group of Mutual Funds

 

79,588

 

shares of Continental Income

 

593,730

* Waddell & Reed Adviors Group of Mutual Funds

 

1,480,307

 

shares of Core Investment

 

9,103,891

* Waddell & Reed Adviors Group of Mutual Funds

 

47,700

 

shares of Dividend Income

 

652,533

* Waddell & Reed Adviors Group of Mutual Funds

 

883,709

 

shares of Global Bond

 

3,199,025

* Waddell & Reed Adviors Group of Mutual Funds

 

286,080

 

shares of Government Securities

 

1,564,858

* Waddell & Reed Adviors Group of Mutual Funds

 

152,834

 

shares of High Income

 

1,117,217

* Waddell & Reed Adviors Group of Mutual Funds

 

504,242

 

shares of International Growth

 

3,877,620

* Waddell & Reed Adviors Group of Mutual Funds

 

69,571

 

shares of Limited-Term Bond

 

692,236

* Waddell & Reed Adviors Group of Mutual Funds

 

734,616

 

shares of New Concepts

 

7,706,120

* Waddell & Reed Adviors Group of Mutual Funds

 

84,025

 

shares of Retirement Shares

 

666,321

* Waddell & Reed Adviors Group of Mutual Funds

 

681,408

 

shares of Science and Technology

 

7,863,451

* Waddell & Reed Adviors Group of Mutual Funds

 

298,854

 

shares of Small Cap

 

4,587,411

* Waddell & Reed Adviors Group of Mutual Funds

 

179,577

 

shares of Value

 

2,237,533

* Waddell & Reed Adviors Group of Mutual Funds

 

592,814

 

shares of Vanguard

 

5,708,795

 

 

 

 

 

 

 

Total Waddell & Reed Adviors Group of Mutual Funds

 

 

 

 

 

62,966,180

 

 

 

 

 

 

 

* Ivy Funds

 

36,955

 

shares of Asset Strategy

 

621,590

* Ivy Funds

 

1,633

 

shares of Bond

 

17,064

* Ivy Funds

 

19,532

 

shares of Core Equity

 

197,077

* Ivy Funds

 

136,488

 

shares of Cundill Global Value

 

2,041,865

* Ivy Funds

 

41,399

 

shares of European Opportunities

 

1,230,802

* Ivy Funds

 

121,982

 

shares of Global Natural Resources

 

3,191,052

* Ivy Funds

 

22,894

 

shares of High Income

 

195,057

* Ivy Funds

 

21,287

 

shares of International Balance

 

306,101

* Ivy Funds

 

65,319

 

shares of International Growth

 

928,182

* Ivy Funds

 

14,778

 

shares of International Value

 

209,559

* Ivy Funds

 

85,562

 

shares of Large Cap Growth

 

970,272

* Ivy Funds

 

6,824

 

shares of Limited-Term Bond

 

68,855

* Ivy Funds

 

37,244

 

shares of Mid Cap Growth

 

439,475

* Ivy Funds

 

16,410

 

shares of Mortgage Securities

 

173,785

* Ivy Funds

 

57,861

 

shares of Pacific Opportunities

 

752,766

* Ivy Funds

 

43,929

 

shares of Real Estate Securities

 

900,549

* Ivy Funds

 

88,476

 

shares of Science and Technology

 

2,334,882

* Ivy Funds

 

150,714

 

shares of Small Cap Growth

 

2,239,609

* Ivy Funds

 

31,896

 

shares of Small Cap Value

 

476,523

 

 

 

 

 

 

 

Total Ivy Funds

 

 

 

 

 

17,295,065

Total investments

 

 

 

 

 

$         88,802,790


*Indicates party-in-interest investment.

 

 

See accompanying report of independent retistered public accounting firm.

10




SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Administrative Committee of the Plan has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Overland Park, State of Kansas, on June 21, 2006.

WADDELL & REED FINANCIAL, INC.

 

401(K) AND THRIFT PLAN

 

 

 

 

 

 

 

By:

/s/ Daniel P. Connealy

 

 

Daniel P. Connealy, Member

 

 

Administrative Committee

 

 

 

 

 

 

 

By:

/s/ Michael D. Strohm

 

 

Michael D. Strohm, Member

 

 

Administrative Committee

 

 

 

 

 

 

 

By:

/s/ William D. Howey, Jr.

 

 

William D. Howey, Jr., Member

 

 

Administrative Committee