UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended June 30, ~~2019~~2020

☐

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

For the transition period from to

Commission file number 001-13913

WADDELL & REED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		51-0261715
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

6300 Lamar Avenue

Overland Park, Kansas 66202

(Address, including zip code, of Registrant’s principal executive offices)

(913) 236-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $.01 par value	WDR	New York Stock Exchange

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. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

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

Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

Shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:


Class		Outstanding as of July ~~26, 2019~~24, 2020
Class A common stock, $.01 par value		~~73,075,318~~65,163,673

Table of Contents

WADDELL & REED FINANCIAL, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Quarter Ended June 30, ~~2019~~2020

			Page No.

Part I.	Financial Information

Item 1.		Financial Statements (unaudited)

		Consolidated Balance Sheets at June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3

		Consolidated Statements of Income for the three and six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019	4

		Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019	5

		Consolidated Statements of Stockholders’ Equity and Redeemable Noncontrolling Interests for the three and six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019	6

		Consolidated Statements of Cash Flows for the six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019	7

		Notes to the Unaudited Consolidated Financial Statements	8

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3640

Item 4.		Controls and Procedures	3640

Part II.	Other Information

Item 1.		~~Legal Proceedings~~	36

~~Item~~ 1A.		Risk Factors	3640

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	37

~~Item 5.~~		~~Other Information~~	3841

Item 6.		Exhibits	3942

		Signatures	4043

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)

June 30,

2019

December 31,

(Unaudited)

2018

Assets:





Cash and cash equivalents

$
168,926

231,997

Cash and cash equivalents - restricted

28,671

59,558

Investment securities

697,903

617,135

Receivables:

Funds and separate accounts

20,526

18,112

Customers and other

81,222

151,515

Prepaid expenses and other current assets

24,265

27,164

Total current assets

1,021,513

1,105,481

Property and equipment, net

54,029

63,429

Goodwill and identifiable intangible assets

145,869

145,869

Deferred income taxes

4,372

12,321

Other non-current assets

42,899

16,979

Total assets

$
1,268,682

1,344,079

Liabilities:

Accounts payable

$
19,771

26,253

Payable to investment companies for securities

40,943

100,085

Payable to third party brokers

19,179

19,891

Payable to customers

47,862

86,184

Accrued compensation

49,197

54,129

Other current liabilities

92,989

51,580

Total current liabilities

269,941

338,122

Long-term debt

94,890

94,854

Accrued pension and postretirement costs

814

798

Other non-current liabilities

31,266

15,392

Total liabilities

396,911

449,166

Redeemable noncontrolling interests

15,115

11,463

Stockholders’ equity:

Preferred stock—$1.00 par value: 5,000 shares authorized; none issued

—

—

Class A Common stock—$0.01 par value: 250,000 shares authorized; 99,701 shares issued; 73,712 shares outstanding (76,790 at December 31, 2018)

997

997

Additional paid-in capital

294,487

311,264

Retained earnings

1,227,314

1,198,445

Cost of 25,989 common shares in treasury (22,911 at December 31, 2018)

(669,223)

(627,587)

Accumulated other comprehensive income

3,081

331

Total stockholders’ equity

856,656

883,450

Total liabilities, redeemable noncontrolling interests and stockholders’ equity

$
1,268,682

1,344,079


	June 30,
	2020		December 31,
	(Unaudited)		2019
Assets:
Cash and cash equivalents	$	156,710	151,815
Cash and cash equivalents - restricted		44,810	74,325
Investment securities		619,052	688,346
Receivables:
Funds and separate accounts		14,428	15,167
Customers and other		81,971	80,089
Prepaid expenses and other current assets		28,369	31,655
Total current assets		945,340	1,041,397

Property and equipment, net		31,928	34,726
Goodwill and identifiable intangible assets		145,869	145,869
Deferred income taxes		17,454	14,418
Other non-current assets		25,411	29,918
Total assets	$	1,166,002	1,266,328

Liabilities:
Accounts payable	$	19,909	20,123
Payable to investment companies for securities		37,403	36,883
Payable to third party brokers		14,367	17,123
Payable to customers		65,748	84,558
Short-term notes payable		94,962	—
Accrued compensation		49,076	79,507
Other current liabilities		61,789	71,001
Total current liabilities		343,254	309,195

Long-term debt		—	94,926
Accrued pension and postretirement costs		3,541	3,145
Other non-current liabilities		26,647	30,960
Total liabilities		373,442	438,226

Redeemable noncontrolling interests		25,857	19,205

Stockholders’ equity:
Preferred stock—$1.00 par value: 5,000 shares authorized; NaN issued		—	—
Class A Common stock—$0.01 par value: 250,000 shares authorized; 99,701 shares issued; 65,174 shares outstanding (68,847 at December 31, 2019)		997	997
Additional paid-in capital		289,439	312,693
Retained earnings		1,255,770	1,241,598
Cost of 34,527 common shares in treasury (30,854 at December 31, 2019)		(783,990)	(749,625)
Accumulated other comprehensive income		4,487	3,234
Total stockholders’ equity		766,703	808,897

Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	1,166,002	1,266,328

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited, in thousands, except for per share data)


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019

Revenues:
Investment management fees	$	112,870		130,391	$	222,632		264,083	$	95,824		112,870	$	201,043		222,632
Underwriting and distribution fees		133,495		137,873		259,740		275,914		123,633		133,495		260,576		259,740
Shareholder service fees		23,789		27,074		47,192		52,956		20,577		23,789		42,148		47,192
Total		270,154		295,338		529,564		592,953		240,034		270,154		503,767		529,564

Operating expenses:
Distribution		116,477		114,315		226,271		228,785		107,876		116,477		227,909		226,271
Compensation and benefits (including share-based compensation of $11,199, $14,902, $23,892, and $29,670, respectively)		61,876		65,828		126,719		134,613
Compensation and benefits (including share-based compensation of $12,532, $11,199, $22,515 and $23,892, respectively)										61,863		61,876		120,288		126,719
General and administrative		16,037		19,143		30,741		38,681		20,524		16,037		39,122		30,741
Technology		16,442		17,235		32,750		33,879		14,237		16,442		27,739		32,750
Occupancy		6,701		6,969		13,416		13,933		4,291		6,701		9,000		13,416
Marketing and advertising		2,399		2,896		4,363		5,177		1,119		2,399		3,015		4,363
Depreciation		5,228		5,819		11,229		11,121		3,209		5,228		6,722		11,229
Subadvisory fees		3,715		3,683		7,272		7,391		3,288		3,715		6,954		7,272
Intangible asset impairment		—		1,200		—		1,200
Total		228,875		237,088		452,761		474,780		216,407		228,875		440,749		452,761

Operating income		41,279		58,250		76,803		118,173		23,627		41,279		63,018		76,803
Investment and other income		9,025		841		18,478		3,657		15,148		9,025		7,403		18,478
Interest expense		(1,552)		(1,551)		(3,100)		(3,353)		(1,539)		(1,552)		(3,088)		(3,100)

Income before provision for income taxes		48,752		57,540		92,181		118,477		37,236		48,752		67,333		92,181
Provision for income taxes		14,190		13,284		24,861		28,250		9,412		14,190		19,045		24,861
Net income		34,562		44,256		67,320		90,227		27,824		34,562		48,288		67,320
Net income (loss) attributable to redeemable noncontrolling interests		614		(222)		1,318		(588)
Net income attributable to redeemable noncontrolling interests										3,000		614		1,478		1,318
Net income attributable to Waddell & Reed Financial, Inc.	$	33,948		44,478	$	66,002		90,815	$	24,824		33,948	$	46,810		66,002

Net income per share attributable to Waddell and Reed Financial, Inc. common shareholders, basic and diluted:	$	0.45		0.55	$	0.87		1.10	$	0.38		0.45	$	0.70		0.87

Weighted average shares outstanding, basic and diluted:		74,694		81,449		75,492		82,275		65,488		74,694		66,581		75,492

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)


	For the three months ended June 30,				For the six months ended June 30,				For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018		2020		2019		2020		2019

Net income	$	34,562		44,256	$	67,320		90,227	$	27,824		34,562	$	48,288		67,320

Other comprehensive income:

Unrealized gain (loss) on available for sale investment securities during the period, net of income tax expense (benefit) of $402, $53, $919 and $(298), respectively		1,281		169		2,939		(962)
Unrealized gain on available for sale investment securities during the period, net of income tax expense of $1,195, $402, $435 and $919, respectively										3,783		1,281		1,353		2,939

Postretirement benefit, net of income tax benefit of $(28), $(7), $(58) and $(15), respectively		(95)		(23)		(189)		(46)
Postretirement benefit, net of income tax benefit of $(16), $(28), $(34) and $(58), respectively										(51)		(95)		(100)		(189)

Comprehensive income		35,748		44,402		70,070		89,219		31,556		35,748		49,541		70,070
Comprehensive income (loss) attributable to redeemable noncontrolling interests		614		(222)		1,318		(588)
Comprehensive income attributable to redeemable noncontrolling interests										3,000		614		1,478		1,318
Comprehensive income attributable to Waddell & Reed Financial, Inc.	$	35,134		44,624	$	68,752		89,807	$	28,556		35,134	$	48,063		68,752

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Redeemable Noncontrolling Interests

(Unaudited, in thousands)

Accumulated

Redeemable

Additional

Other

Total

Non

Common Stock

Paid-In

Retained

Treasury

Comprehensive

Stockholders’

Controlling
For the three months ended June 30, 2018

Shares

Amount

Capital

Earnings

Stock

Income (Loss)

Equity

interest
Balance at March 31, 2018

99,701

$
997

283,768

1,118,922

(513,241)

(1,478)

888,968

18,570
Net income (loss)

—

—

—

44,478

—

—

44,478

(222)
Net subscription of redeemable noncontrolling interests in sponsored funds

—

—

—

—

—

—

—

(1,296)
Recognition of equity compensation

—

—

11,578

704

—

—

12,282

—
Net issuance/forfeiture of nonvested shares

—

—

6,798

—

(6,798)

—

—

—
Dividends accrued, $0.25 per share

—

—

—

(20,014)

—

—

(20,014)

—
Repurchase of common stock

—

—

—

—

(40,142)

—

(40,142)

—
Other comprehensive income

—

—

—

—

—

146

146

—
Balance at June 30, 2018

99,701

$
997

302,144

1,144,090

(560,181)

(1,332)

885,718

17,052

Accumulated

Redeemable

Additional

Other

Total

Non

Common Stock

Paid-In

Retained

Treasury

Comprehensive

Stockholders’

Controlling
For the three months ended June 30, 2019

Shares

Amount

Capital

Earnings

Stock

Income (Loss)

Equity

interest
Balance at March 31, 2019

99,701

$
997

290,872

1,211,566

(636,726)

1,895

868,604

12,936
Net income

—

—

—

33,948

—

—

33,948

614
Net subscription of redeemable noncontrolling interests in sponsored funds

—

—

—

—

—

—

—

1,565
Recognition of equity compensation

—

—

7,941

148

—

—

8,089

—
Net issuance/forfeiture of nonvested shares

—

—

(4,326)

—

4,326

—

—

—
Dividends accrued, $0.25 per share

—

—

—

(18,348)

—

—

(18,348)

—
Repurchase of common stock

—

—

—

—

(36,823)

—

(36,823)

—
Other comprehensive income

—

—

—

—

—

1,186

1,186

—
Balance at June 30, 2019

99,701

$
997

294,487

1,227,314

(669,223)

3,081

856,656

15,115

Accumulated

Redeemable

Additional

Other

Total

Non

Common Stock

Paid-In

Retained

Treasury

Comprehensive

Stockholders’

Controlling

For the six months ended June 30, 2018

Shares

Amount

Capital

Earnings

Stock

Income (Loss)

Equity

interest

Balance at December 31, 2017

99,701

$
997

301,410

1,092,394

(522,441)

524

872,884

14,509

Adoption of recognition and measurement of financial assets and liabilities guidance (ASU 2016-01) on January 1, 2018

—

—

—

812

—

(812)

—

—

Adoption of reclassification of tax effects from accumulated other comprehensive income (loss) guidance (ASU 2018-02) on January 1, 2018

—

—

—

36

—

(36)

—

—

Net income (loss)

—

—

—

90,815

—

—

90,815

(588)

Net subscription of redeemable noncontrolling interests in sponsored funds

—

—

—

—

—

—

—

3,131

Recognition of equity compensation

—

—

23,643

913

—

—

24,556

—

Net issuance/forfeiture of nonvested shares

—

—

(22,909)

—

22,909

—

—

—

Dividends accrued, $0.50 per share

—

—

—

(40,880)

—

—

(40,880)

—

Repurchase of common stock

—

—

—

—

(60,649)

—

(60,649)

—

Other comprehensive loss

—

—

—

—

—

(1,008)

(1,008)

—

Balance at June 30, 2018

99,701

$
997

302,144

1,144,090

(560,181)

(1,332)

885,718

17,052


	For the three months ended June 30,
							Accumulated		Redeemable
				Additional			Other	Total	Non
	Common Stock			Paid-In	Retained	Treasury	Comprehensive	Stockholders’	Controlling
	Shares	Amount		Capital	Earnings	Stock	Income	Equity	Interests
Balance at March 31, 2019	99,701	$	997	290,872	1,211,566	(636,726)	1,895	868,604	12,936
Net income	—		—	—	33,948	—	—	33,948	614
Net subscription of redeemable noncontrolling interests in sponsored funds	—		—	—	—	—	—	—	1,565
Recognition of equity compensation	—		—	7,941	148	—	—	8,089	—
Net issuance/forfeiture of nonvested shares	—		—	(4,326)	—	4,326	—	—	—
Dividends accrued, $0.25 per share	—		—	—	(18,348)	—	—	(18,348)	—
Repurchase of common stock	—		—	—	—	(36,823)	—	(36,823)	—
Other comprehensive income	—		—	—	—	—	1,186	1,186	—
Balance at June 30, 2019	99,701	$	997	294,487	1,227,314	(669,223)	3,081	856,656	15,115



Balance at March 31, 2020	99,701	$	997	282,401	1,247,084	(765,579)	755	765,658	19,070
Net income	—		—	—	24,824	—	—	24,824	3,000
Net subscription of redeemable noncontrolling interests in sponsored funds	—		—	—	—	—	—	—	3,787
Recognition of equity compensation	—		—	6,688	19	—	—	6,707	—
Net issuance/forfeiture of nonvested shares	—		—	350	—	(350)	—	—	—
Dividends accrued, $0.25 per share	—		—	—	(16,157)	—	—	(16,157)	—
Repurchase of common stock	—		—	—	—	(18,061)	—	(18,061)	—
Other comprehensive income	—		—	—	—	—	3,732	3,732	—
Balance at June 30, 2020	99,701	$	997	289,439	1,255,770	(783,990)	4,487	766,703	25,857

Accumulated

Redeemable

Additional

Other

Total

Non

Common Stock

Paid-In

Retained

Treasury

Comprehensive

Stockholders’

Controlling

For the six months ended June 30, 2019

Shares

Amount

Capital

Earnings

Stock

Income (Loss)

Equity

interest

Balance at December 31, 2018

99,701

$
997

311,264

1,198,445

(627,587)

331

883,450

11,463

Net income

—

—

—

66,002

—

—

66,002

1,318

Net subscription of redeemable noncontrolling interests in sponsored funds

—

—

—

—

—

—

—

2,334

Recognition of equity compensation

—

—

17,549

240

—

—

17,789

—

Net issuance/forfeiture of nonvested shares

—

—

(34,326)

34,326

—

—

—

Dividends accrued, $0.50 per share

—

—

—

(37,373)

—

—

(37,373)

—

Repurchase of common stock

—

—

—

—

(75,962)

—

(75,962)

—

Other comprehensive income

—

—

—

—

—

2,750

2,750

—

Balance at June 30, 2019

99,701

$
997

294,487

1,227,314

(669,223)

3,081

856,656

15,115


	For the six months ended June 30,
							Accumulated		Redeemable
				Additional			Other	Total	Non
	Common Stock			Paid-In	Retained	Treasury	Comprehensive	Stockholders’	Controlling
	Shares	Amount		Capital	Earnings	Stock	Income	Equity	interest
Balance at December 31, 2018	99,701	$	997	311,264	1,198,445	(627,587)	331	883,450	11,463
Net income	—		—	—	66,002	—	—	66,002	1,318
Net subscription of redeemable noncontrolling interests in sponsored funds	—		—	—	—	—	—	—	2,334
Recognition of equity compensation	—		—	17,549	240	—	—	17,789	—
Net issuance/forfeiture of nonvested shares	—		—	(34,326)	—	34,326	—	—	—
Dividends accrued, $0.50 per share	—		—	—	(37,373)	—	—	(37,373)	—
Repurchase of common stock	—		—	—	—	(75,962)	—	(75,962)	—
Other comprehensive income	—		—	—	—	—	2,750	2,750	—
Balance at June 30, 2019	99,701	$	997	294,487	1,227,314	(669,223)	3,081	856,656	15,115



Balance at December 31, 2019	99,701	$	997	312,693	1,241,598	(749,625)	3,234	808,897	19,205
Net income	—		—	—	46,810	—	—	46,810	1,478
Net subscription of redeemable noncontrolling interests in sponsored funds	—		—	—	—	—	—	—	5,174
Recognition of equity compensation	—		—	14,381	90	—	—	14,471	—
Net issuance/forfeiture of nonvested shares	—		—	(37,635)		37,635	—	—	—
Dividends accrued, $0.50 per share	—		—	—	(32,728)	—	—	(32,728)	—
Repurchase of common stock	—		—	—	—	(72,000)	—	(72,000)	—
Other comprehensive income	—		—	—	—	—	1,253	1,253	—
Balance at June 30, 2020	99,701	$	997	289,439	1,255,770	(783,990)	4,487	766,703	25,857

See accompanying notes to the unaudited consolidated financial ~~statements.~~statements.

Table of Contents

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	For the six months ended June 30,				For the six months ended June 30,
	2019		2018		2020		2019

Cash flows from operating activities:
Net income	$	67,320		90,227	$	48,288		67,320
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,543		11,121		6,349		11,543
Write-down of impaired assets		—		1,200
Amortization of deferred sales commissions		1,049		1,890		772		1,049
Share-based compensation		23,892		29,670		22,515		23,892
Investments (gain) loss, net		(26,287)		4,536
Investments and derivatives loss (gain), net of collateral						17,726		(15,914)
Net purchases, maturities, and sales of trading and equity securities		(13,327)		(8,338)		6,057		(13,327)
Deferred income taxes		7,088		3,090		(3,436)		7,088
Net change in equity securities and trading debt securities held by consolidated sponsored funds		(8,973)		70,759		(5,846)		(8,973)
Other		588		2,092		1,304		588
Changes in assets and liabilities:
Customer and other receivables		72,615		(2,807)		(15,822)		69,484
Payable to investment companies for securities and payable to customers		(97,464)		2,679		(18,290)		(97,464)
Receivables from funds and separate accounts		(2,414)		2,488		739		(2,414)
Other assets		13,850		(1,932)		1,236		8,882
Accounts payable and payable to third party brokers		(7,194)		(3,706)		(6,744)		(7,434)
Other liabilities		(19,139)		(29,888)		(26,098)		(21,173)
Net cash provided by operating activities	$	23,147		173,081	$	28,750		23,147

Cash flows from investing activities:
Purchases of available for sale and equity method securities		(99,584)		(27,093)		(20,995)		(99,584)
Proceeds from sales of available for sale and equity method securities		19,667		—		2,366		19,667
Proceeds from maturities of available for sale securities		78,678		77,966		73,021		78,678
Additions to property and equipment		(2,748)		(1,142)		(6,268)		(2,748)
Net cash (used in) provided by investing activities	$	(3,987)		49,731
Net cash provided by (used in) investing activities					$	48,124		(3,987)

Cash flows from financing activities:
Dividends paid		(38,188)		(41,481)		(33,647)		(38,188)
Repurchase of common stock		(77,147)		(59,195)		(72,924)		(77,147)
Repayment of short-term debt, net of debt issuance costs		—		(94,960)
Net subscriptions (redemptions, distributions and deconsolidations) of redeemable noncontrolling interests in sponsored funds		2,334		3,131		5,174		2,334
Other		(117)		—		(97)		(117)
Net cash used in financing activities	$	(113,118)		(192,505)	$	(101,494)		(113,118)

Net (decrease) increase in cash and cash equivalents		(93,958)		30,307
Net decrease in cash, cash equivalents and restricted cash						(24,620)		(93,958)
Cash, cash equivalents, and restricted cash at beginning of period		291,555		235,985		226,140		291,555
Cash, cash equivalents, and restricted cash at end of period	$	197,597		266,292	$	201,520		197,597

See accompanying notes to the unaudited consolidated financial statements.

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WADDELL & REED FINANCIAL, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Description of Business and Significant Accounting Policies

Waddell & Reed Financial, Inc. and Subsidiaries

Waddell & Reed Financial, Inc. (hereinafter referred to as the “Company,” “we,” “our” or “us”) is a holding company, incorporated in the state of Delaware in 1981, that conducts business through its subsidiaries. Founded in 1937, we are one of the oldest mutual fund complexes in the United States, having introduced the former Waddell & Reed Advisors group of mutual funds (the “Advisors Funds”) in 1940. Over time, we added additional mutual funds: Ivy Funds (the “Ivy Funds”); Ivy Variable Insurance Portfolios, our variable product offering (“Ivy VIP”); InvestEd Portfolios, our 529 college savings plan (“InvestEd”); and the Ivy High Income Opportunities Fund, a closed-end mutual fund (“IVH”)~~. In 2016, we introduced the Ivy NextShares~~^® ~~exchange-traded managed funds (“Ivy NextShares”)~~ (collectively, Ivy Funds, Ivy VIP, InvestEd ~~IVH,~~ and ~~Ivy NextShares~~IVH are referred to as the “Funds”). In addition to the Funds, our assets under management (“AUM”) include institutional ~~accounts~~ managed ~~by the Company.~~accounts. As of June 30, ~~2019,~~2020, we had ~~$71.9~~$65.0 billion in AUM.

We derive our revenues from providing investment management and advisory services, investment product underwriting and distribution, and shareholder services administration to the Funds and institutional accounts. We also provide ~~brokerage~~wealth management services, primarily to retail clients through Waddell & Reed, Inc. (“W&R”), and independent financial advisors associated with W&R (“Advisors”), who provide financial planning and advice to their clients. Investment management and advisory fees and certain underwriting and distribution revenues are based on the level of AUM and assets under administration (“AUA”) and are affected by sales levels, financial market conditions, redemptions and the composition of assets. Our underwriting and distribution revenues consist of fees earned on fee-based ~~asset allocation~~advisory programs, ~~and related advisory services,~~ asset-based service and distribution fees promulgated under Rule 12b-1 of the Investment Company Act of 1940 ~~Act~~ (“Rule 12b-1”), distribution fees on certain variable products, and commissions derived from sales of investment and insurance products. The products sold have various commission structures and the revenues received from those sales vary based on the type and dollar amount sold. Shareholder service fee revenue includes transfer agency fees, custodian fees from retirement plan accounts, portfolio accounting and administration fees, and is earned based on client AUM or number of client accounts. Our major expenses are for distribution of our products, compensation related costs, occupancy, general and administrative, and information technology.

The Company continues to proactively manage business continuity and safety considerations as circumstances of the coronavirus disease 2019 (“COVID-19’) evolve. Our leadership team’s priority is on ensuring the health and safety of all employees, clients, Advisors and communities, while also ensuring full continuity of service and access. The Company started transitioning to a work from home environment early in March 2020 and has been following the Centers for Disease Control and Prevention and local authorities’ recommendations on safe practices throughout this process. We have undertaken a number of steps to facilitate safety, security and full continuity of service, including:

●

Our Enterprise Preparedness Team and COVID-19 steering committee continue to meet regularly to assess developments and determine the best action to ensure business continuity and the safety of our employees and partners.

●

We have adopted interim business practices, including restricting business travel, requiring all meetings to take place via remote access tools, adopting safety protocols to limit the potential for exposure, adopting social distancing practices, implementing a clearly-defined approval process for reentry to any worksite, advising personnel on preventive measures and offering remote collaboration and productivity tools and training resources to our employees.

●

We enhanced monitoring and capabilities of our systems to allow our remote workforce to function efficiently and have continued our educational and monitoring practices to ensure there are no compromises to confidentiality, privacy and cybersecurity requirements.

●

The Ivy investment management and distribution teams transitioned seamlessly to remote working. Our teams have a strong heritage of active collaboration which has migrated to a virtual environment without compromise.

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●

Within our wealth management business, the majority of independent advisors are working from temporary locations. We are demonstrating our differentiated service and support model by continuing regular communications with Advisors as well as delivering additional advisor and client focused resources.

●

We have not initiated any layoffs, furloughs or reduced hours. As we implemented our business continuity plans, we have intentionally maintained the same pay practices for all of our employees based upon their regular work schedule, paid spot bonuses to certain employees, implemented a temporary hourly wage increase to designated client services personnel, increased certain benefit coverages for specific COVID-19 related treatments through October, and are increasing our philanthropic contributions to local organizations to help support the COVID-19 responses in our community.

Basis of Presentation

We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to enable a reasonable understanding of the information presented. The information in this Quarterly Report on Form 10-Q should be read in conjunction with Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2018 (the “2018~~2019 (our “2019 Form 10-K”). Certain amounts in the prior year’s financial statements have been reclassified for consistent presentation. Derivative activity was reclassified within operating activities on our consolidated statements of cash flows to provide a comprehensive view of the impact of the economic hedge program for our seed investment portfolio.

The accompanying unaudited consolidated financial statements are prepared consistent with the accounting policies described in Note 1 to the consolidated financial statements included in our ~~2018~~2019 Form 10-K with the exception of the adoption of Accounting Standards Update (“ASU”) ~~2016-02,~~2016-13, ~~“Leases~~Measurement of Credit Losses on Financial Instruments, ” ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment and ASU ~~2018-07, “~~2018-15, ~~Compensation~~Intangibles – ~~Stock Compensation: Improvements to Nonemployee Share-Based Payment~~Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract,~~” both~~ all of which became effective January 1, ~~2019, and ASU 2018-13, “~~~~Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement~~~~,” which was early adopted during the second quarter of 2019.~~2020.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of only a normal and recurring nature) necessary to present fairly our financial position at June 30, ~~2019~~2020 and the results of operations and cash flows for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 in conformity with accounting principles generally accepted in the United States.

Assets Held for Sale

Assets held for sale included real property related to our corporate headquarters move and aviation equipment. The second quarter of 2020 included asset impairment charges of $0.9 million on assets held for sale, which were recorded in general and administrative expenses in our consolidated statements of income. As of June 30, 2020, $2.2 million of equipment, $3.8 million of buildings and $1.9 million of land that were held for sale were included in Property and equipment, net on our consolidated balance sheets. As of December 31, 2019, $3.1 million of equipment, $3.8 million of buildings and $1.9 million of land that were held for sale were included in Property and equipment, net on our consolidated balance sheets. The Company intends to actively pursue the sale of these assets at market prices as soon as reasonably possible.

Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract

As of June 30, 2020, the Company had $3.8 million of capitalized implementation costs for hosting arrangements with $100 thousand of accumulated amortization in prepaid and other current assets on the consolidated balance sheet. Our hosting arrangements that are service contracts include internal and external costs related to various technology additions in support of our asset management and wealth management businesses. Amortization costs are recorded on a straight-line basis over the term of the hosting arrangement agreement.

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2.	New Accounting Guidance

Accounting Guidance ~~Adopted During the Second Quarter of 2019~~

~~During the second quarter of 2019, the Company early adopted ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement~~, which eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. See Note 4 – Investment Securities, for the disclosures required by this ASU.

~~Accounting Guidance~~ Not Yet Adopted

In ~~August 2018,~~December 2019, FASB issued ASU ~~2018-15,~~ 2019-12,~~Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)~~ Income Taxes (Topic 740): ~~Customer’s~~Simplifying the Accounting for ~~Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract~~Income Taxes, which ~~aligns~~simplifies and improves the ~~requirements~~consistent application of the accounting for ~~capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred~~income taxes by removing certain exceptions to ~~develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).~~general principles and by clarifying and amending existing guidance. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, ~~2019,~~2020, with early adoption permitted. We are evaluating the impact the adoption of this ASU will have on our consolidated financial statements and related disclosures.

3.	Revenue Recognition

All revenue recognized in the consolidated statements of income is considered to be revenue from contracts with customers. The vast majority of revenue is determined based on average assets and is earned daily or monthly or is transactional and is earned on the trade date. As such, revenue from remaining performance obligations is not significant. The following table depicts the disaggregation of revenue by product and distribution channel:


						For the three months ended June 30,			For the six months ended June 30,
		Three months ended June 30, 2019	Three months ended June 30, 2018	Six months ended June 30, 2019	Six months ended June 30, 2018	2020		2019	2020		2019

		(in thousands)		(in thousands)		(in thousands)
Investment management fees:
Funds	$	109,007	124,766	214,752	252,429	$	92,977	109,007	$	195,269	214,752
Institutional		3,863	5,625	7,880	11,654		2,847	3,863		5,774	7,880
Total investment management fees	$	112,870	130,391	222,632	264,083	$	95,824	112,870	$	201,043	222,632
Underwriting and distribution fees:
Unaffiliated
Rule 12b-1 service and distribution fees	$	16,329	20,051	32,511	41,027
Sales commissions on front-end load mutual fund and variable annuity sales		488	507	926	977
Service and distribution fees						$	13,670	16,615	$	28,946	33,081
Sales commissions							373	493		824	935
Other revenues		83	148	175	333		91	83		226	175
Total unaffiliated distribution fees	$	16,900	20,706	33,612	42,337	$	14,134	17,191	$	29,996	34,191
Wealth Management
Fee-based asset allocation product revenues	$	70,220	66,580	135,450	132,097
Rule 12b-1 service and distribution fees		16,327	18,109	32,015	36,486
Sales commissions on front-end load mutual fund and variable annuity sales		12,302	13,823	24,322	28,249
Sales commissions on other products		8,497	9,065	16,103	17,487
Advisory fees						$	72,534	70,220	$	149,652	135,450
Service and distribution fees							13,600	16,041		28,189	31,445
Sales commissions							15,034	20,794		35,691	40,416
Other revenues		9,249	9,590	18,238	19,258		8,331	9,249		17,048	18,238
Total wealth management distribution fees		116,595	117,167	226,128	233,577		109,499	116,304		230,580	225,549
Total distribution fees	$	133,495	137,873	259,740	275,914	$	123,633	133,495	$	260,576	259,740
Shareholder service fees:
Total shareholder service fees	$	23,789	27,074	47,192	52,956	$	20,577	23,789	$	42,148	47,192

Total revenues	$	270,154	295,338	529,564	592,953	$	240,034	270,154	$	503,767	529,564

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4.	Investment Securities

Investment securities at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 were as follows:


	June 30,		December 31,	June 30,		December 31,
	2019		2018	2020		2019

		(in thousands)			(in thousands)
Available for sale securities:
Certificates of deposit	$	—	5,001
Commercial paper		4,459	7,970	$	2,728	1,977
Corporate bonds		253,330	218,121		203,799	254,291
U.S. Treasury bills		—	19,672
Total available for sale securities		257,789	250,764		206,527	256,268
Trading debt securities:
Commercial paper		1,486	1,993		12,502	1,977
Corporate bonds		88,201	77,250		79,136	84,920
U.S. Treasury bills		5,957	5,884		6,001	5,979
Mortgage-backed securities		6	7		2	4
Term loans		30,877	—		39,643	44,268
Consolidated sponsored funds		38,286	33,088		49,413	43,567
Total trading securities		164,813	118,222		186,697	180,715
Equity securities:
Common stock		37,169	21,204		39,252	34,945
Sponsored funds		173,372	153,548		144,320	178,386
Sponsored privately offered funds		844	678		848	845
Consolidated sponsored funds		28,654	24,879
Total equity securities		240,039	200,309		184,420	214,176
Equity method securities:
Sponsored funds		35,262	47,840		41,408	37,187
Total securities	$	697,903	617,135	$	619,052	688,346

Commercial paper and corporate bonds accounted for as available for sale and held as of June 30, ~~2019~~2020 mature as follows:


		Amortized			Amortized
		cost	Fair value		cost	Fair value
		(in thousands)
					(in thousands)
Within one year	$	98,498	98,485	$	53,380	54,005
After one year but within five years		156,479	159,304		148,049	152,522
	$	254,977	257,789	$	201,429	206,527

Commercial paper, corporate bonds, U.S. Treasury bills, mortgage-backed securities and term loans accounted for as trading and held as of June 30, ~~2019~~2020 mature as follows:


		Fair value		Fair value
		(in thousands)		(in thousands)
Within one year	$	31,432	$	31,322
After one year but within five years		73,865		83,599
After five years but within 10 years		21,230		21,868
After 10 years				495
	$	126,527	$	137,284

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The following is a summary of the gross unrealized gains (losses) related to securities classified as available for sale at June 30, ~~2019:~~2020:


	Amortized		Unrealized	Unrealized		Amortized		Unrealized	Unrealized
	cost		gains	losses	Fair value	cost		gains	losses	Fair value

	(in thousands)					(in thousands)
Available for sale securities:
Commercial paper	$	4,459	—	—	4,459	$	2,728	—	—	2,728
Corporate bonds		250,518	2,985	(173)	253,330		198,701	5,098	—	203,799
	$	254,977	2,985	(173)	257,789	$	201,429	5,098	—	206,527

The following is a summary of the gross unrealized gains (losses) related to securities classified as available for sale at December 31, ~~2018:~~2019:


	Amortized		Unrealized	Unrealized		Amortized		Unrealized	Unrealized
	cost		gains	losses	Fair value	cost		gains	losses	Fair value

	(in thousands)					(in thousands)
Available for sale securities:
Certificates of deposit	$	5,000	1	—	5,001
Commercial paper		7,902	68	—	7,970	$	1,976	1	—	1,977
Corporate bonds		219,236	254	(1,369)	218,121		250,982	3,314	(5)	254,291
U.S. Treasury bills		19,672	—	—	19,672
	$	251,810	323	(1,369)	250,764	$	252,958	3,315	(5)	256,268

A summary of available for sale investment securities with fair values below carrying values at June 30, ~~2019 and December 31, 2018~~2020 is as follows:

Less than 12 months

12 months or longer

Total

Less than 12 months

12 months or longer

Total

Unrealized

June 30, 2019

Fair value

losses

Fair value

losses

Fair value

losses

(in thousands)

Fair value

losses

Fair value

losses

Fair value

losses

Corporate bonds

4,986

(14)

70,166

(159)

75,152

(173)

(in thousands)

Commercial paper

2,429

—

2,429

—

A summary of available for sale investment securities with fair values below carrying values at December 31, ~~2018~~2019 is as follows:

Less than 12 months

12 months or longer

Total

Less than 12 months

12 months or longer

Total

Unrealized

December 31, 2018

Fair value

losses

Fair value

losses

Fair value

losses

Fair value

losses

Fair value

losses

Fair value

losses

(in thousands)

Corporate bonds

36,302

(160)

119,480

(1,209)

155,782

(1,369)

4,538

—

8,056

(5)

12,594

(5)

The Company’s investment portfolio included 201 available for sale ~~securities~~security in an unrealized loss position at June 30, ~~2019.~~2020.

The Company evaluated available for sale securities in an unrealized loss position at June 30, ~~2019~~2020, including reviewing credit ratings, assessing the extent of losses, and considering the impact of market conditions for each individual security. The Company concluded no ~~other-than-temporary impairment existed.~~allowance for credit losses was necessary as it expects to recover the entire amortized cost basis of each security. The unrealized losses in the Company’s investment portfolio were primarily caused by changes in interest rates. At this time, the Company does not intend to sell, and does not believe it will be required to sell these securities before recovery of their amortized cost.

For equity securities held at the end of the period, net unrealized gains of $28.1 million and $5.1 million were recognized for the three months ended June 30, 2020 and June 30, 2019, respectively and net unrealized losses of $7.8 million and net unrealized gains of $18.2 million were recognized for the six months ended June 30, 2020 and June 30, 2019, respectively.

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Sponsored Funds

The Company has classified its equity investments in the ~~Ivy~~ Funds as equity method investments (when the Company owns between 20% and 50% of the fund) or equity securities measured at fair value through net income (when the Company owns less than 20% of the fund). These entities do not meet the criteria of a variable interest entity (“VIE”) and are considered to be voting interest entities (“VOE”). The Company has determined the ~~Ivy~~ Funds are VOEs because the structure of the investment products is such that the voting rights held by the equity holders provide for equality among equity investors.

~~Table of Contents~~

Sponsored Privately Offered Funds

The Company holds an interest in a privately offered fund structured in the form of a limited liability company. The members of this entity have the substantive ability to remove the Company as managing member or dissolve the entity upon a simple majority vote. This entity does not meet the criteria of a VIE and is considered to be a VOE.

Consolidated Sponsored Funds

The following table details the balances related to consolidated sponsored funds at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, as well as the Company’s net interest in these funds:


	June 30,		December 31,	June 30,		December 31,
	2019		2018	2020		2019

	(in thousands)			(in thousands)
Cash	$	5,282	4,285	$	3,459	1,530
Investments		66,940	57,967		49,413	43,567
Other assets		1,357	872		1,290	483
Other liabilities		(826)	(79)		(1,737)	—
Redeemable noncontrolling interests		(15,115)	(11,463)		(25,857)	(19,205)
Net interest in consolidated sponsored funds	$	57,638	51,582	$	26,568	26,375

During the ~~three~~six months ended June 30, ~~2019, an~~2020, we consolidated one Ivy Fund ~~Ivy NextShares and Ivy Global Investors Funds~~ in which we provided initial seed capital at the time of the funds’ formation were consolidated. During 2018, we liquidated the Ivy Global Investors Société d’Investissement à Capital Variable and its Ivy Global Investors sub-funds, including converting the investments held by the sub-funds to cash, and redeemed the majority of our investment.fund’s formation. When we no longer have a controlling financial interest in a sponsored fund, it is deconsolidated from our consolidated financial statements.

Fair Value

Accounting standards establish a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of the asset. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset. An individual investment’s fair value measurement is assigned a level based upon the observability of the inputs that are significant to the overall valuation. The three-level hierarchy of inputs is summarized as follows:

●

Level 1 – Investments are valued using quoted prices in active markets for identical securities.

●

Level 2 – Investments are valued using other significant observable inputs, including quoted prices in active markets for similar securities.

●

Level 3 – Investments are valued using significant unobservable inputs, including the Company’s own assumptions in determining the fair value of investments.

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Assets classified as Level 2 can have a variety of observable inputs. These observable inputs are collected and utilized, primarily by an independent pricing service, in different evaluated pricing approaches depending upon the specific asset to determine a value. The carrying amounts of certificates of deposit and commercial paper are measured at amortized cost, which approximates fair value due to the ~~short-time~~short time between purchase and expected maturity of the investments. Depending on the nature of the inputs, these investments are generally classified as Level 1 or 2 within the fair value hierarchy. U.S. Treasury bills are valued upon quoted market prices for similar assets in active markets, quoted prices for identical or similar assets that are not active and inputs other than quoted prices that are observable or corroborated by observable market data. The fair value of corporate bonds is measured using various techniques, which consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads and fundamental data relating to the issuer. Term loans are valued using a price or composite price from one or more brokers or dealers as obtained from an independent pricing service. The fair value of loans is estimated using recently executed transactions, market price quotations, credit/market events, and cross-asset pricing. Inputs are generally observable market inputs obtained from independent sources. Term loans are generally categorized in Level 2 of the fair value hierarchy, unless key inputs are unobservable in which case they would be categorized as Level 3. The fair value of equity derivatives is measured based on active market broker quotes, evaluated broker quotes and evaluated prices from vendors.

The following tables summarize our investment securities as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019 that are recognized in our consolidated balance sheets using fair value measurements based on the differing levels of inputs.


June 30, 2019	Level 1		Level 2	Level 3	Other Assets Held at Net Asset Value	Total
June 30, 2020							Level 1		Level 2	Level 3	Other Assets Held at Net Asset Value	Total

	(in thousands)						(in thousands)
Cash equivalents: (1)
Money market funds	$	32,070	—	—	—	32,070	$	54,598	—	—	—	54,598
U.S. government sponsored enterprise note		—	895	—	—	895
Commercial paper		—	27,065	—	—	27,065		—	28,503	—	—	28,503
Total cash equivalents	$	32,070	27,960	—	—	60,030	$	54,598	28,503	—	—	83,101
Available for sale securities:
Commercial paper	$	—	4,459	—	—	4,459	$	—	2,728	—	—	2,728
Corporate bonds		—	253,330	—	—	253,330		—	203,799	—	—	203,799
Trading debt securities:
Commercial paper		—	1,486	—	—	1,486		—	12,502	—	—	12,502
Corporate bonds		—	88,201	—		88,201		—	79,136	—		79,136
U.S. Treasury bills		—	5,957	—	—	5,957		—	6,001	—	—	6,001
Mortgage-backed securities		—	6	—	—	6		—	2	—	—	2
Term loans		—	29,509	1,368	—	30,877		—	35,990	3,653	—	39,643
Consolidated sponsored funds		—	38,286	—	—	38,286		—	49,413	—	—	49,413
Equity securities:
Common stock		37,166	—	3	—	37,169		39,252	—	—	—	39,252
Sponsored funds		173,372	—	—	—	173,372		144,320	—	—	—	144,320
Sponsored privately offered funds measured at net asset value (2)		—	—	—	844	844		—	—	—	848	848
Consolidated sponsored funds		28,654	—	—	—	28,654
Equity method securities: (3)
Sponsored funds		35,262	—	—	—	35,262		41,408	—	—	—	41,408
Total investment securities	$	274,454	421,234	1,371	844	697,903	$	224,980	389,571	3,653	848	619,052

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December 31, 2018	Level 1		Level 2	Level 3	Other Assets Held at Net Asset Value	Total

December 31, 2019							Level 1		Level 2	Level 3	Other Assets Held at Net Asset Value	Total

	(in thousands)						(in thousands)
Cash equivalents: (1)
Money market funds	$	121,759	—	—	—	121,759	$	4,203	—	—	—	4,203
U.S. government sponsored enterprise note		—	895	—	—	895
Commercial paper		—	74,277	—	—	74,277		—	38,143	—	—	38,143
Total cash equivalents	$	121,759	75,172	—	—	196,931	$	4,203	38,143	—	—	42,346
Available for sale securities:
Certificates of deposit	$	—	5,001	—	—	5,001
Commercial paper		—	7,970	—	—	7,970	$	—	1,977	—	—	1,977
Corporate bonds		—	218,121	—	—	218,121		—	254,291	—	—	254,291
U.S. Treasury bills		—	19,672	—	—	19,672
Trading debt securities:
Commercial paper		—	1,993	—	—	1,993		—	1,977	—	—	1,977
Corporate bonds		—	77,250	—		77,250		—	84,920	—		84,920
U.S. Treasury bills		—	5,884	—	—	5,884		—	5,979	—	—	5,979
Mortgage-backed securities		—	7	—	—	7		—	4	—	—	4
Term loans								—	40,368	3,900	—	44,268
Consolidated sponsored funds		—	33,088	—	—	33,088		—	43,567	—	—	43,567
Equity securities:
Common stock		21,192	—	12	—	21,204		34,942	—	3	—	34,945
Sponsored funds		153,548	—	—	—	153,548		178,386	—	—	—	178,386
Sponsored privately offered funds measured at net asset value (2)		—	—	—	678	678		—	—	—	845	845
Consolidated sponsored funds		24,879	—	—	—	24,879
Equity method securities: (3)
Sponsored funds		47,840	—	—	—	47,840		37,187	—	—	—	37,187
Total investment securities	$	247,459	368,986	12	678	617,135	$	250,515	433,083	3,903	845	688,346

(1)

Cash equivalents include highly liquid investments with original maturities of 90 days or less. Cash investments in actively traded money market funds are measured at net asset value and are classified as Level 1. Cash investments in commercial paper are measured at cost, which approximates fair value because of the short time between purchase of the instrument and its expected realization and are classified as Level 2.

(2)

Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.

(3)	~~Substantially all of the~~The Company’s equity method investments are investment companies that record their underlying investments at fair value.

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The following table summarizes the activity of investments categorized as Level 3 for the six months ended June 30, ~~2019:~~2020:


	For the six months ended		For the six months ended
	June 30, 2019		June 30, 2020
	(in thousands)		(in thousands)
Level 3 assets at December 31, 2018	$	12
Level 3 assets at December 31, 2019			$	3,903
Additions		1,376		6,501
Transfers in to level 3				9,877
Transfers out of level 3				(12,395)
Losses in Investment and other income		(17)		(1,127)
Redemptions		—
Level 3 assets at June 30, 2019	$	1,371
Redemptions/Paydowns				(3,106)
Level 3 assets at June 30, 2020			$	3,653

Change in unrealized losses for Level 3 assets held at June 30, 2019	$	(17)
Change in unrealized gains for Level 3 assets held at June 30, 2020			$	43

5.	Derivative Financial Instruments

The Company has in place an economic hedge program that uses total return swap contracts to hedge market risk related to its investments in certain sponsored funds. Certain of the consolidated sponsored funds may utilize derivative financial instruments within their portfolios in pursuit of their stated investment objectives. We do not hedge for speculative purposes.

~~Excluding derivative financial instruments held in certain consolidated sponsored funds, the~~The Company was party to 11 total return swap contracts with a combined notional value of ~~$250.0~~$221.8 million and ~~five~~14 total return swap contracts with a combined notional value of ~~$194.4~~$228.2 million as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. These derivative financial instruments are not designated as hedges for accounting purposes. Changes in fair value of the total return swap contracts are recognized in ~~investment~~Investment and other (loss) income in the Company’s consolidated statements of income.

The counterparties of the total return swap contracts posted $3.8 million in cash collateral with the Company as of June 30, 2020, which is included in accounts payable in the Company’s consolidated balance sheet. The Company posted ~~$2.0 million and $5.2~~$3.7 million in cash collateral with the counterparties of the total return swap contracts as of ~~June 30, 2019 and~~ December 31, ~~2018, respectively. The cash collateral~~ 2019, whichis included in ~~Customers~~customers and other receivables in the Company’s consolidated balance sheet. The Company does not record its fair value in derivative transactions against the posted collateral.

The following table presents the fair value of the derivative financial instruments ~~excluding derivative financial instruments held in certain consolidated sponsored funds,~~ as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019 and is calculated based on Level 2 inputs:

June 30,

December 31,

June 30,

December 31,

Balance sheet

2019

2018

Balance sheet

2020

2019

location

Fair value

location

Fair value

(in thousands)

Total return swap contracts

Prepaid expenses and other current assets

—

4,968

Prepaid expenses and other current assets

2,145

—

Total return swap contracts

Other current liabilities

2,034

—

Other current liabilities

—

3,990

Total

2,034

4,968

Net total return swap asset (liability)

2,145

(3,990)

The following is a summary of net ~~losses~~(losses) gains recognized in income for the three and six months ended June 30, ~~2019~~2020 and June 30, ~~2018:~~2019:

Three months ended

Six months ended

Three months ended

Six months ended

Income statement

June 30,

Income statement

June 30,

location

2019

2018

2019

2018

location

2020

2019

2020

2019

(in thousands)

Total return swap contracts

Investment and other income

(5,241)

(1,908)

(25,863)

(543)

Investment and other income

(30,449)

(5,241)

11,620

(25,863)

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6.	Goodwill and Identifiable Intangible Assets

Goodwill represents the excess of purchase price over the tangible assets and identifiable intangible assets of an acquired business. Our goodwill is not deductible for tax purposes. The Company performs an annual goodwill impairment assessment during the second quarter of each year. Goodwill and identifiable intangible assets (all considered indefinite lived) at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 are as follows:


	June 30,		December 31,	June 30,		December 31,
	2019		2018	2020		2019

	(in thousands)			(in thousands)
Goodwill	$	106,970	106,970	$	106,970	106,970

Mutual fund management advisory contracts		38,699	38,699		38,699	38,699
Other		200	200		200	200
Total identifiable intangible assets		38,899	38,899		38,899	38,899

Total	$	145,869	145,869	$	145,869	145,869

7.	Indebtedness

Debt is reported at its carrying amount in the consolidated balance ~~sheet.~~sheets. The fair value, calculated based on Level 2 inputs, of the Company’s senior unsecured notes maturing January 13, 2021 was ~~$98.6~~$97.1 million at June 30, ~~2019~~2020 compared to the carrying value net of debt issuance costs of ~~$94.9~~$95.0 million, which is listed under ~~long-term debt~~short-term notes payable in the consolidated balance sheet.

8.	Income Tax Uncertainties

In the accompanying consolidated balance sheets, unrecognized tax benefits that are not expected to be settled within the next 12 months are included in other liabilities; unrecognized tax benefits that are expected to be settled within the next 12 months are included in ~~income taxes payable;~~other current liabilities; unrecognized tax benefits that reduce a net operating loss, similar tax loss, or tax credit carryforward are presented as a reduction to non-current deferred income taxes. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company’s consolidated balance ~~sheet~~sheets included unrecognized tax benefits, including penalties and interest, of ~~$2.8~~$2.1 million ($~~2.4~~1.8 million net of federal benefit) and ~~$2.7~~$2.0 million ($~~2.4~~1.7 million net of federal benefit), respectively, that if recognized, would impact the Company’s effective tax rate.

The Company’s accounting policy with respect to interest and penalties related to income tax uncertainties is to classify these amounts as income taxes. The total amounts of penalties and interest, net of federal benefit, related to income tax uncertainties recognized in the statements of income for the three and six month periods ended June 30, 2019 were $26 thousand and $42 thousand, respectively. The total amount of accrued penalties and interest related to uncertain tax positions recognized in the consolidated balance sheet at June 30, 2019 and December 31, 2018 is $0.7 million ($0.6 million net of federal benefit) and $0.7 million ($0.6 million net of federal benefit), respectively.

In the ordinary course of business, many transactions occur for which the ultimate tax outcome is uncertain. In addition, respective tax authorities periodically audit our income tax returns. These audits examine our significant tax filing positions, including the timing and amounts of deductions and the allocation of income among tax jurisdictions. The Company does not expect the resolution or settlement of any open audits, ~~Federal~~federal or ~~State,~~state, to materially impact the consolidated financial statements.

~~The 2015-2018~~Our 2016-2019 federal income tax returns are open tax years that remain subject to potential future audit. ~~State~~Our state income tax returns for all years after ~~2014~~2015 and, in certain states, income tax returns for ~~2014,~~2015, are subject to potential future audit by tax authorities in the Company’s major state tax jurisdictions.

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9.	Pension Plan and Postretirement Benefits Other Than Pension

Benefits payable under our noncontributory retirement plan that covers substantially all employees and certain vested employees of our former parent company (the “Pension Plan”) were based on employees’ years of service and compensation during the final 10 years of employment. On July 26, 2017, the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) approved an amendment to freeze the Pension Plan, effective September 30, 2017. After September 30, 2017, participants in the Pension Plan ceased accruing additional benefits for future service or compensation. Participants retain benefits accumulated as of September 30, 2017 in accordance with the terms of the Pension Plan. The Compensation Committee approved the termination of the Pension Plan, effective June 1, 2019, and the Company intends to terminate the Pension Plan in a standard termination, ~~with an expected completion date~~as defined by the Pension Benefit Guaranty Corporation. The Company is currently performing the administrative actions required to carry out the termination, including payments in ~~2020.~~July 2020 to participants, beneficiaries and alternate payees that elected to receive a lump sum distribution and to the selected annuity provider that has assumed the liabilities of the Pension Plan.

We also sponsor an unfunded defined benefit postretirement medical plan that previously covered substantially all employees, as well as Advisors. The medical plan is contributory with participant contributions adjusted annually. The medical plan does not provide for benefits after age 65 with the exception of a small group of employees that were grandfathered when this plan was established. During the third quarter of 2016, the Company amended this plan to discontinue the availability of coverage for any individuals who retire after December 31, 2016.

The components of net periodic pension costs and other postretirement costs related to these plans ~~were as follows:~~are reflected in the table below. Net periodic pension costs are recorded in investment and other income on the Company’s consolidated statements of income.


				Other						Other						Other						Other
	Pension Benefits			Postretirement Benefits			Pension Benefits			Postretirement Benefits			Pension Benefits			Postretirement Benefits			Pension Benefits			Postretirement Benefits
	Three months ended June 30,				Three months ended June 30,		Six months ended June 30,				Six months ended June 30,		Three months ended June 30,				Three months ended June 30,		Six months ended June 30,				Six months ended June 30,
	2019		2018		2019	2018	2019		2018		2019	2018	2020		2019		2020	2019	2020		2019		2020	2019

		(in thousands)						(in thousands)						(in thousands)						(in thousands)
Components of net periodic benefit cost:
Interest cost	$	1,545	1,485	$	8	13	$	3,073	2,993	$	16	27	$	1,316	1,545	$	4	8	$	2,632	3,073	$	8	16
Expected return on plan assets		(1,567)	(2,062)		—	—		(3,157)	(4,131)		—	—		(1,122)	(1,567)		—	—		(2,244)	(3,157)		—	—
Actuarial gain amortization		—	—		(123)	(30)		—	—		(247)	(60)		—	—		(67)	(123)		—	—		(134)	(247)
Prior service credit amortization		—	—		—	—		—	—		—	(1)
Total	$	(22)	(577)	$	(115)	(17)	$	(84)	(1,138)	$	(231)	(34)	$	194	(22)	$	(63)	(115)	$	388	(84)	$	(126)	(231)

10.

Stockholders’ Equity

Earnings per Share

The components of basic and diluted earnings per share were as follows:

Three months ended

Six months ended

June 30,

June 30,

2019

2018

2019

2018

(in thousands, except per share amounts)

Net income attributable to Waddell & Reed Financial, Inc.

$
33,948

44,478

$
66,002

90,815


Weighted average shares outstanding, basic and diluted

74,694

81,449

75,492

82,275

Earnings per share, basic and diluted

$
0.45

0.55

$
0.87

1.10

~~Dividends~~

During the quarter, the Board of Directors declared a quarterly dividend on our Class A common stock in the amount of $0.25 per share payable on August 1, 2019 to stockholders of record on July 11, 2019. The total dividend paid on August 1, 2019 was $18.4 million.


	Three months ended			Six months ended
	June 30,			June 30,
	2020		2019	2020		2019

	(in thousands, except per share amounts)
Net income attributable to Waddell & Reed Financial, Inc.	$	24,824	33,948	$	46,810	66,002

Weighted average shares outstanding, basic and diluted		65,488	74,694		66,581	75,492

Earnings per share, basic and diluted	$	0.38	0.45	$	0.70	0.87

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Dividends

During the quarter, the Board of Directors declared a quarterly dividend on our Class A common stock in the amount of $0.25 per share with an August 3, 2020 payment date and a July 13, 2020 record date. The total dividend to be paid on August 3, 2020 is $16.3 million.

Common Stock Repurchases

The Board of Directors has authorized the repurchase of our Class A common stock in the open market and/or private purchases. The acquired shares may be used for corporate purposes, including issuing shares to employees in our stock-based compensation programs.

There were ~~2,142,894~~1,468,367 shares and ~~2,098,625~~2,142,894 shares repurchased in the open market or privately during the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, which includes ~~290,910~~219,852 shares and ~~508,625~~290,910 shares, respectively, repurchased from employees who tendered shares to cover income tax withholdings with respect to vesting of stock awards during these two reporting periods. There were ~~4,369,219~~5,275,805 shares and ~~3,094,934~~4,369,219 shares repurchased in the open market or privately during the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, which includes ~~439,983~~451,245 shares and ~~629,934~~439,983 shares, respectively, repurchased from employees who tendered shares to cover income tax withholdings with respect to vesting of stock awards during these two reporting periods.

Accumulated Other Comprehensive Income ~~(Loss)~~

The following tables summarize accumulated other comprehensive income ~~(loss)~~ activity for the three and six months ended June 30, ~~2019~~2020 and June 30, ~~2018.~~2019.

Total

Unrealized

Postretirement

accumulated

gains (losses) on

benefits

other

AFS investment

unrealized

comprehensive

Three months ended June 30, 2019

securities

gains (losses)

income (loss)

(in thousands)

Balance at March 31, 2019



$
861

1,034

1,895

Other comprehensive income before reclassification

1,281

—

1,281

Amount reclassified from accumulated other comprehensive loss

—

(95)

(95)

Net current period other comprehensive income (loss)

1,281

(95)

1,186

Balance at June 30, 2019

$
2,142

939

3,081

Total

Unrealized

Postretirement

accumulated

gains (losses) on

benefits

other

AFS investment

unrealized

comprehensive

Three months ended June 30, 2018

securities

gains (losses)

income (loss)

(in thousands)

Balance at March 31, 2018



$
(1,941)

463

(1,478)

Other comprehensive income before reclassification

169

—

169

Amount reclassified from accumulated other comprehensive loss

—

(23)

(23)

Net current period other comprehensive income (loss)

169

(23)

146

Balance at June 30, 2018

$
(1,772)

440

(1,332)

Total

Unrealized

Postretirement

accumulated

gains (losses)

benefits

other

on investment

unrealized

comprehensive

Six months ended June 30, 2019

securities

gains (losses)

income (loss)

(in thousands)

Balance at December 31, 2018



$
(797)

1,128

331

Other comprehensive income before reclassification

3,034

—

3,034

Amount reclassified from accumulated other comprehensive loss

(95)

(189)

(284)

Net current period other comprehensive income (loss)

2,939

(189)

2,750

Balance at June 30, 2019

$
2,142

939

3,081


	For the three months ended June 30,
				Total
	Unrealized		Postretirement	accumulated
	gains (losses) on		benefits	other
	AFS investment		unrealized	comprehensive
	securities		gains (losses)	income (loss)

	(in thousands)
Balance at March 31, 2020	$	91	664	755
Other comprehensive income before reclassification		3,943	—	3,943
Amount reclassified from accumulated other comprehensive income		(160)	(51)	(211)
Net current period other comprehensive income (loss)		3,783	(51)	3,732
Balance at June 30, 2020	$	3,874	613	4,487


Balance at March 31, 2019	$	861	1,034	1,895
Other comprehensive income before reclassification		1,281	—	1,281
Amount reclassified from accumulated other comprehensive income		—	(95)	(95)
Net current period other comprehensive income (loss)		1,281	(95)	1,186
Balance at June 30, 2019	$	2,142	939	3,081

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Total

Unrealized

Postretirement

accumulated

(gains) losses

benefits

other

on investment

unrealized

comprehensive

Six months ended June 30, 2018

securities

gains (losses)

income (loss)

(in thousands)

Balance at December 31, 2017



$
145

379

524

Amount reclassified to retained earnings for ASUs adopted in 2018

(955)

107

(848)

Other comprehensive loss before reclassification

(962)

—

(962)

Amount reclassified from accumulated other comprehensive loss

—

(46)

(46)

Net current period other comprehensive (loss) income

(1,917)

61

(1,856)

Balance at June 30, 2018

$
(1,772)

440

(1,332)


	For the six months ended June 30,
				Total
	Unrealized		Postretirement	accumulated
	gains (losses) on		benefits	other
	AFS investment		unrealized	comprehensive
	securities		gains (losses)	income (loss)

	(in thousands)
Balance at December 31, 2019	$	2,521	713	3,234
Other comprehensive income before reclassification		1,716	—	1,716
Amount reclassified from accumulated other comprehensive income		(363)	(100)	(463)
Net current period other comprehensive income (loss)		1,353	(100)	1,253
Balance at June 30, 2020	$	3,874	613	4,487


Balance at December 31, 2018	$	(797)	1,128	331
Other comprehensive income before reclassification		3,034	—	3,034
Amount reclassified from accumulated other comprehensive income		(95)	(189)	(284)
Net current period other comprehensive income (loss)		2,939	(189)	2,750
Balance at June 30, 2019	$	2,142	939	3,081

Reclassifications from accumulated other comprehensive income (loss) and included in net income are summarized in the tables that follow.


		For the three months ended June 30, 2019						Tax
			Tax
	Pre-tax		expense	Net of tax	Statement of income line item
For the three months ended June 30, 2020						Pre-tax		expense	Net of tax	Statement of income line item

	(in thousands)					(in thousands)
Reclassifications included in net income:
Gains on available for sale debt securities						$	211	(51)	160	Investment and other income
Amortization of postretirement benefits	$	123	(28)	95	Compensation and benefits		67	(16)	51	Compensation and benefits
Total	$	123	(28)	95		$	278	(67)	211


	For the three months ended June 30, 2018
			Tax					Tax
	Pre-tax		expense	Net of tax	Statement of income line item
For the three months ended June 30, 2019						Pre-tax		expense	Net of tax	Statement of income line item

	(in thousands)					(in thousands)
Reclassifications included in net income:
Amortization of postretirement benefits	$	30	(7)	23	Compensation and benefits	$	123	(28)	95	Compensation and benefits
Total	$	30	(7)	23		$	123	(28)	95


		For the six months ended June 30, 2019						Tax
			Tax
	Pre-tax		expense	Net of tax	Statement of income line item
For the six months ended June 30, 2020						Pre-tax		expense	Net of tax	Statement of income line item

	(in thousands)					(in thousands)
Reclassifications included in net income:
Gains on available for sale debt securities	$	125	(30)	95	Investment and other income	$	477	(114)	363	Investment and other income
Amortization of postretirement benefits		247	(58)	189	Compensation and benefits		134	(34)	100	Compensation and benefits
Total	$	372	(88)	284		$	611	(148)	463


	For the six months ended June 30, 2018
			Tax		Statement of income			Tax
For the six months ended June 30, 2019						Pre-tax		expense	Net of tax	Statement of income line item

	Pre-tax		expense	Net of tax	line item or retained earnings	(in thousands)
	(in thousands)
Reclassifications included in net income or retained earnings for ASUs adopted in 2018:
Sponsored funds investment gains	$	1,295	(340)	955	Retained earnings
Reclassifications included in net income:
Gains on available for sale debt securities						$	125	(30)	95	Investment and other income
Amortization of postretirement benefits		60	(121)	(61)	Compensation and benefits and retained earnings		247	(58)	189	Compensation and benefits
Total	$	1,355	(461)	894		$	372	(88)	284

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11.

Leases

~~On January 1, 2019, the Company adopted ASU 2016-02,~~ ~~Leases~~, and related ASUs (“ASU 2016-02”), which increases transparency and comparability among organizations by establishing a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet with additional disclosures of key information about leasing arrangements. The Company applied the required modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application, and elected the effective date of the ASU as its initial date of application. The implementation of the new standard included recognition of new ROU assets and lease liabilities on our balance sheet as of January 1, 2019.

The Company has operating and finance leases for corporate office space and equipment. Our leases have remaining lease terms of less than one year to ~~seven~~six years, some of which include options to extend leases for up to 20 years, and some of which include options to terminate the leases within one year. Certain leases include variable lease payments in future periods based on a market index or rate. We determine if an arrangement is a lease at inception (or the effective date of ASU ~~2016-02)~~2016-02, Leases). Operating lease assets and liabilities are included in other non-current assets, other current liabilities, and other non-current liabilities in our consolidated balance ~~sheet at June 30, 2019.~~sheets. Finance leases are included in property and equipment, net, other current liabilities, and other non-current liabilities in our consolidated balance sheets.

~~ROU~~Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ~~Operating lease~~ ROU assets and liabilities are recognized at the commencement date (or the effective date of ASU ~~2016-02)~~2016-02, Leases) based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the information available at the commencement date (or the effective date of ASU ~~2016-02)~~2016-02, Leases) in determining the present value of lease payments. The ~~operating lease~~ ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which ~~are generally accounted for separately.~~ we have elected not to separate.

During January 2020, we signed a fifteen-year lease, which we expect to commence during 2022, relating to the development of a new 260,000 square foot innovative, distinctive and sustainably-designed corporate headquarters building in the heart of downtown Kansas City, Missouri. The lease will be recognized in the Company’s consolidated financial statements during the period that includes the lease’s commencement date.

The components of lease expense were as follows:


	For the three		For the six		Three months ended June 30,
	months ended		months ended		2020		2019
	June 30, 2019		June 30, 2019

	(in thousands)				(in thousands)
Operating Lease Cost	$	4,965	$	10,283	$	3,028	$	4,965

Finance Lease Cost:
Amortization of ROU assets	$	61	$	144	$	52	$	61
Interest on lease liabilities		7		15		4		7
Total	$	68	$	159	$	56	$	68

~~Supplemental cash flow information related to leases was as follows:~~

For the six

months ended

June 30, 2019

(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$
9,867
Operating cash flows from finance leases

15
Financing cash flows from finance leases

153

ROU assets obtained in exchange for lease obligations:

Operating leases

—
Finance leases

40


	Six months ended June 30,
	2020		2019

	(in thousands)
Operating Lease Cost	$	6,261	$	10,283

Finance Lease Cost:
Amortization of ROU assets	$	107	$	144
Interest on lease liabilities		13		15
Total	$	120	$	159

2021

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Supplemental cash flow information related to leases was as follows:


	Six months ended June 30,
	2020		2019

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,280	$	9,867
Operating cash flows from finance leases		13		15
Financing cash flows from finance leases		133		153

ROU assets obtained in exchange for lease obligations:
Operating leases		7		—
Finance leases		10		40

Supplemental balance sheet information related to leases was as follows:

June 30, 2019

(in thousands,

except lease term

and discount rate)
Operating Leases:

Operating lease ROU assets (Other non-current assets)

$
27,235

Other current liabilities

$
11,831
Other non-current liabilities

16,478
Total operating lease liabilities

$
28,309

Finance Leases:

Property and equipment, gross

$
1,211
Accumulated depreciation

(817)
Property and equipment, net

$
394

Other current liabilities

$
266
Other non-current liabilities

141
Total finance lease liabilities

$
407

Weighted average remaining lease term:

Operating leases

4 years
Finance leases

2 years

Weighted average discount rate:

Operating leases

4.33%
Finance leases

6.00%

~~Maturities of lease liabilities are as follows:~~

Operating

Finance

Leases

Leases

(in thousands)
Year ended December 31,

2019 (excluding the six months ended June 30, 2019)

$
7,155

145
2020

9,523

224
2021

4,882

45
2022

2,178

6
2023

2,090

—
Thereafter

4,703

—
Total lease payments

30,531

420
Less imputed interest

(2,222)

(13)
Total

$
28,309

407


	June 30, 2020		December 31, 2019

	(in thousands, except lease term and discount rate)
Operating Leases:
Operating lease ROU assets (Other non-current assets)	$	17,493	$	23,457

Other current liabilities	$	8,373	$	10,479
Other non-current liabilities		10,843		14,694
Total operating lease liabilities	$	19,216	$	25,173


Finance Leases:
Property and equipment, gross	$	801	$	985
Accumulated depreciation		(661)		(737)
Property and equipment, net	$	140	$	248

Other current liabilities	$	112	$	203
Other non-current liabilities		19		55
Total finance lease liabilities	$	131	$	258


Weighted average remaining lease term:
Operating leases		4 years		4 years
Finance leases		1 year		1 year

Weighted average discount rate:
Operating leases		4.28%		4.32%
Finance leases		6.00%		6.00%

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~~The adoption~~Maturities of ~~the~~ lease ~~standard using the effective date as the date of initial application requires the inclusion of the disclosures for periods prior to adoption, which~~liabilities are ~~included below. Minimum future rental commitments as of December 31, 2018 for all non-cancelable operating leases were~~ as follows:


Year	Commitments
	(in thousands)		Operating		Finance
2019	$	16,488
2020		9,797
			Leases		Leases

			(in thousands)
Year ended December 31,
2020 (excluding the six months ended June 30, 2020)			$	5,130	83
2021		5,757		6,493	47
2022		2,913		2,415	8
2023		2,320		2,122	—
2024				2,090	—
Thereafter		5,161		2,613	—
	$	42,436
Total lease payments				20,863	138
Less imputed interest				(1,647)	(7)
Total			$	19,216	131

~~Rent expense was $5.8 million and $11.8 million for the three and six months ended June 30, 2018, respectively.~~

~~As of December 31, 2018, we had property and equipment under capital leases with a cost of $1.6 million and accumulated depreciation of $1.1 million.~~

12.

Contingencies

The Company is involved from time to time in various legal proceedings, regulatory investigations and claims incident to the normal conduct of business, which may include proceedings that are specific to us and others generally applicable to business practices within the industries in which we operate. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and on the results of operations in a particular quarter or year.

The Company establishes reserves for litigation and similar matters when those matters present material loss contingencies that management determines to be both probable and reasonably estimable in accordance with ASC 450, “Contingencies.” These amounts are not reduced by amounts that may be recovered under insurance or claims against third parties, but undiscounted receivables from insurers or other third parties may be accrued separately. The Company regularly revises such accruals in light of new information. The Company discloses the nature of the contingency when management believes it is reasonably possible the outcome may be significant to the Company’s consolidated financial statements and, where feasible, an estimate of the possible loss. For purposes of our litigation contingency disclosures, “significant” includes material matters as well as other items that management believes should be disclosed. Management’s judgment is required related to contingent liabilities because the outcomes are difficult to predict.

~~401(k) Plan Class Action Litigation~~

13. Subsequent Events

In ~~an action filed~~connection with the termination of the Pension Plan, in July 2020, the Company contributed $3.7 million dollars to the Pension Plan. Payments were made in July 2020 to participants, beneficiaries and alternate payees that elected to receive a lump sum distribution and to the selected annuity provider that has assumed the liabilities of the Pension Plan. As part of the assumption of Pension Plan liabilities by the annuity provider, the Company relieved the pension liability on ~~June 23, 2017~~its balance sheet and ~~amended on June 26, 2017~~recorded a preliminary settlement loss in the ~~U.S. District Court for the District~~amount of Kansas, Schapker v. Waddell & Reed Financial, Inc., et al., (Case No. 17-2365 D. Kan.), Stacy Schapker, a participant in the Company’s 401(k) and Thrift Plan, as amended and restated (the “401(k) Plan”), filed a lawsuit against the Company, the Company’s Board of Directors, the Administrative Committee of the 401(k) Plan, and unnamed Jane and John Doe Defendants 1-25. On August 7, 2017, plaintiff filed a second amended complaint on behalf of the 401(k) Plan and a proposed class of 401(k) Plan participants, alleging claims for breach of fiduciary duty and prohibited transactions under the Employee Retirement Income Security Act of 1974, as amended, based on the 401(k) Plan’s offering of investments managed by the Company or its affiliates during a proposed class period of June 23, 2011 to present. The second amended complaint dismissed the Company’s Board of Directors as a defendant and named as defendants the Company, the Compensation Committee of the Company’s Board of Directors, the Administrative Committee of the 401(k) Plan, and the individuals who served on those committees during the proposed class period. While the Company and all other defendants deny any and all liability with respect to the claims, the parties to the litigation reached a settlement. The settlement agreement provides a full release for the benefit of the Company and all other defendants and the payment of $4.875 million (less attorney’s fees and costs, class representative compensation, and administrative expenses) to eligible settlement class members, their beneficiaries or alternate payees. On April 8, 2019, the court entered an order granting final approval of the settlement, including certification of a class for settlement purposes only, to include 401(k) Plan participants at any time during the approved class period of June 23, 2011 to November 28, 2018. The settlement was effective on May 9, 2019 and the settlement amount was funded by insurance. $0.6 million.

2223

Table of Contents

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and notes to the unaudited consolidated financial statements included elsewhere in this report. Unless otherwise indicated or the context otherwise requires all references to the “Company,” “we,” “our” or “is” refer to Waddell & Reed Financial, Inc. and its consolidated subsidiaries.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the current views and assumptions of management with respect to future events regarding our business and industry in general. These forward-looking statements include all statements, other than statements of historical fact, regarding our financial position, business strategy and other plans and objectives for future operations, including statements with respect to revenues and earnings, the amount and composition of AUM and AUA, distribution sources, expense levels, redemption rates, stock repurchases and the financial markets and other conditions. These statements are generally identified by the use of such words as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “intend,” “plan,” “project,” “outlook,” “will,” “potential” and similar statements of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors, including but not limited to ~~those~~the impact of the COVID-19 pandemic and related economic conditions, as well as the factors discussed below. If one or more events related to these or other risks, contingencies or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from those forecasted or expected. Certain important factors that could cause actual results to differ materially from our expectations are disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, which include, without limitation:

●

The loss of existing distribution relationships or inability to access new distribution relationships;

●

A reduction in our AUM on short notice, through increased redemptions in our distribution channels or our Funds, particularly those Funds with a high concentration of assets, or investors terminating their relationship with us or shifting their funds to other types of accounts with different rate structures;

●

The adverse ruling or resolution of any litigation, regulatory investigations and proceedings, or securities arbitrations by a federal or state court or regulatory body;

●

Changes in our business model, operations and procedures, including our methods of distributing our proprietary products, as a result of evolving fiduciary standards;

●

The introduction of legislative or regulatory proposals or judicial rulings that change the independent contractor classification of our financial advisors at the federal or state level for employment tax or other employee benefit purposes;

●

A decline in the securities markets or in the relative investment performance of our Funds and other investment portfolios and products as compared to competing funds;

●

Our inability to reduce expenses rapidly enough to align with declines in our revenues due to various factors, including fee pressure, the level of our AUM or our business environment;

●

Non-compliance with applicable laws or regulations and changes in current legal, regulatory, accounting, tax or compliance requirements or governmental policies;

●

Our inability to attract and retain senior executive management and other key personnel to conduct our business;

●

A failure in, or breach of, our operational or security systems or our technology infrastructure, or those of third parties on which we rely; and

●

Our inability to implement new information technology and systems, or our inability to complete such implementation in a timely or cost effective manner.

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The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in this and other reports and filings we make with the Securities and Exchange Commission (the “SEC”), including the information in Item 1 “Business” and Item 1A “Risk Factors” of Part I and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II to our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and as updated in our quarterly reports on Form 10-Q for the year ending December 31, ~~2019.~~2020. All forward-looking statements speak only as of the date on which they are made and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Overview

We are one of the oldest mutual fund and asset management firms in the country, with expertise in a broad range of investment styles and across a variety of market environments. Our earnings and cash flows are heavily dependent on financial market conditions and client activity. Significant increases or decreases in the various securities markets can have a material impact on our results of operations, financial condition and cash flows.

Our products are distributed through our unaffiliated channel, or through our wealth management channel by Advisors. Through our institutional channel, we distribute an array of investment styles to a variety of clients.

Through our unaffiliated channel, we distribute mutual funds through broker-dealers, retirement platforms and registered investment advisers through a team of external and internal wholesalers.

In our wealth management channel, we had ~~967~~924 Advisors and ~~380~~393 licensed advisor associates as of June 30, ~~2019,~~2020, for a total of ~~1,347~~1,317 licensed individuals associated with W&R who operate out of offices located throughout the United States and provide financial advice for retirement, education funding, estate planning and other financial needs for clients.

We manage assets in a variety of investment styles in our institutional channel. Most of the clients in this channel are other asset managers that hire us to act as a subadviser for their branded products; they are typically domestic and foreign distributors of investment products who lack scale or the track record to manage internally, or choose to market multi-manager styles. Our diverse client list also includes pension funds, Taft Hartley plans and endowments.

Operating Results

●

Net income attributable to Waddell & Reed Financial, Inc. for the second quarter ~~2019~~of 2020 was ~~$33.9~~$24.8 million, or ~~$0.45~~$0.38 per diluted share, compared to ~~$44.5~~$33.9 million, or ~~$0.55~~$0.45 per diluted share, during the second quarter of 2018. The second quarter of 2019 included an income tax charge related to shortfalls from the vesting of restricted shares of $2.4 million ($0.03 per diluted share). In addition, both the first and second quarters of 2019 included a benefit from unrealized gains on our seed and corporate investment portfolios of approximately $0.06 per diluted share.2019.

●

Revenues of ~~$270.2~~$240.0 million during the second quarter of ~~2019~~2020 decreased 9%11% compared to the second quarter of ~~2018.~~2019. Operating expenses of ~~$228.9~~$216.4 million during the second quarter of ~~2019~~2020 decreased 3%5% compared to the same quarter in ~~2018.~~2019. The operating margin was 9.8% during the second quarter of 2020, compared to 15.3% during the second quarter of ~~2019, compared to 19.7% during the second quarter of 2018.~~2019.

●

AUM ended the quarter at ~~$71.9~~$65.0 billion, a decrease of 9%10% compared to the second quarter of ~~2018. Increased~~2019 due to market volatility ~~in the equity markets during the quarter again led to slower sales in key products as investors preferred lower-risk fixed income~~ and ~~money market funds.~~continued net outflows. Redemptions ~~improved 26%~~decreased 19% compared to the second quarter of ~~2018,~~2019.

●

Ivy Investments introduced two additional strategies in model-delivery format, bringing the total offering to nine strategies. Additionally, as ~~the prior year included elevated, event-driven institutional redemptions.~~a result of changes stemming from ongoing strategic evaluation of Ivy Funds fees, 76% of AUM is now priced at or below its respective peer median.

●

Wealth management AUA ended the quarter at ~~$57.4~~$59.0 billion, a ~~slight~~3% increase compared to the same quarter in ~~2018~~2019 primarily due to market ~~appreciation. Average trailing 12-month productivity per Advisor increased to $408 thousand~~appreciation and growth in ~~the second quarter of 2019 compared to $314 thousand in the second quarter of 2018, as we continue to focus on higher performing Advisors.~~net new advisory AUA, partially offset by an ongoing migration away from non-advisory AUA.

●

Significant progress in wealth management transformation continued, with enhanced focus on recruiting, improving operating metrics and additional growth opportunities.

Since January 1, 2020, 21 Advisors have affiliated with W&R with combined prior firm AUA totaling $1.4 billion. Advisor count inflected modestly, stabilizing at 1,317 licensed individuals at June 30, 2020.

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Advisory AUA net flows were positive for the 6th straight quarter despite a challenging market backdrop, illustrating the wealth manager’s ability to capture assets through market cycles.

Launched the second phase of our wealth management technology transformation, ONESource, which seamlessly connects data across platforms for Advisors, and ONEService, a digital repository of processes, procedures and other information available to all Advisors.

Introduced a High Net Worth suite of products and services as well as a new Separately Managed Account Strategies product offering.

●

During the second quarter of ~~2019,~~2020, we returned ~~$55.7~~$34.6 million of capital to stockholders through dividends and share repurchases, compared to ~~$60.7~~$55.7 million in the same period in ~~2018.~~2019. We repurchased ~~2,142,894~~1.5 million shares during the second quarter of ~~2019 at a weighted average share price of $17.18.~~2020.

●

Our balance sheet remains solid and we ended the second quarter of ~~2019~~2020 with cash and investments of ~~$851.9~~$775.8 million, excluding restricted ~~cash and cash and investments of redeemable noncontrolling interests in consolidated sponsored funds.~~cash.

●

~~During~~Hired two executives focused on strategic growth – one to support the ~~second quarter~~buildout of ~~2019, we announced additional actions~~enterprise-wide data analytics and related capabilities, and one to ~~enhance organizational agility~~support M&A origination, evaluation, and accelerate our business transformation, including the hiring of a new Chief Investment Officer, the intent to outsource the transactional processing operations of our internal transfer agency and that we are evaluating options for a new corporate headquarters.integration.

●

Within our wealth management channel, WaddellONE was launched during the second quarter of 2019, a centralized advisor desktop platform to allow Advisors access to several existing technology partners through one desktop solution. Additionally, MAP~~Direct~~ ~~was added to advisory program offerings during the second quarter of 2019, offering clients and Advisors access to more than 1,800 individual mutual funds and nearly 200 exchange-traded funds (ETFs).~~

~~Assets Under Management~~Vision and Growth Strategy

~~During~~We are committed to steadily executing on our long-term vision and growth strategy, which consists of six key, strategic enablers: competitive products and pricing; continued focus on strong core processes and performance metrics; the ~~second~~ability to leverage technology and analytics as a strategic asset across the organization; having a growth culture and a more agile organization; sharpening our brand awareness in the marketplace; and finally, effectively allocating capital through internal investment initiatives, as well as taking advantage of potential dislocations and acquisition opportunities in the asset management and wealth management industries. Over the quarter, we took some major steps in support of ~~2019, AUM slightly increased~~these key focus areas.

Within the product and pricing enabler, we introduced new products in both businesses. In our asset management business, we introduced two additional strategies in a model-delivery format, bringing our total offering to ~~$71.9 billion from $71.7 billion at March 31, 2019 due~~nine strategies.These strategies are available in third-party retail separately managed accounts and unified managed accounts. In our wealth management business, we introduced a High Net Worth suite of products and services designed to ~~market appreciation~~meet the needs of ~~$2.6 billion, offset by net outflows~~more affluent clients while enabling Advisors to offer a holistic, flexible approach to complex financial situations. We also introduced new Separately Managed Account Strategies (“SMAs”), in partnership with a range of ~~$2.4 billion.~~institutional money managers, allowing Advisors to offer the direct ownership structure, transparency, tax strategy options and other benefits of SMAs to clients who may benefit.

~~Change~~Within the core processes and performance enabler, we made enhancements in ~~Assets Under Management~~ ⁽¹⁾both businesses. In our asset manager, we strengthened our institutional distribution model by launching new technology to create a more seamless client experience. In our wealth manager, we implemented a remote recruiting process that allows us to continue Advisor recruiting activities despite the challenges associated with COVID-19. We expect these innovations will benefit our recruiting efforts even in a more normal working environment, as we are able to leverage technology to more nimbly and quickly evaluate candidates in our pipeline. Our wealth management team also converted our annual Vision conference to a virtual format and was able to pivot quickly to leverage technology-enabled solutions and create an interactive, virtual, two-day experience that was attended by nearly 1,500 Advisors, partners and home office staff.

Three months ended June 30, 2019

Wealth

Unaffiliated⁽²⁾

Institutional

Management

Total

(in millions)

Beginning Assets

$
27,506

4,053

40,095

71,654

Sales ⁽³⁾

1,291

54

789

2,134

Redemptions

(2,441)

(440)

(1,609)

(4,490)

Net Exchanges

303

25

(328)

—

Net Flows

(847)

(361)

(1,148)

(2,356)

Market Action

886

195

1,497

2,578

Ending Assets

$
27,545

3,887

40,444

71,876

Within the technology & analytics enabler, we have filled the newly created position of Chief Analytics Officer. This role will spearhead our efforts across the enterprise focused on our enterprise-wide data analytics and artificial intelligence initiatives. We have also continued with our wealth management and asset management technology platform initiatives with the long-term objectives of improved Advisor and client experiences, enhanced sales enablement and improved internal operations. Lastly, we implemented additional digital and technology capabilities for our employees throughout the quarter for continued operational productivity and efficiency while we navigate during this unique time period.

Within our growth culture and agile organization strategic enabler, we took additional action to further our diversity and inclusion initiatives. We have made great strides to ensure we have a true culture of belonging within our organization. Recently completed actions and steps include: conducting additional all employee learning sessions called Days of Understanding focused on racial diversity and justice; announcing that beginning in 2021, we will observe Juneteenth

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Three months ended June 30, 2018

Wealth

Unaffiliated⁽²⁾

Institutional

Management

Total

(in millions)

Beginning Assets

$
31,055

6,449

42,707

80,211

Sales ⁽³⁾

1,779

153

1,002

2,934

Redemptions

(2,646)

(1,652)

(1,770)

(6,068)

Net Exchanges

284

—

(284)

—

Net Flows

(583)

(1,499)

(1,052)

(3,134)

Market Action

310

300

964

1,574

Ending Assets

$
30,782

5,250

42,619

78,651

each year as a paid Company holiday, which will provide our employees the opportunity to pause to celebrate this day dedicated to freedom and liberty and reflect on its meaning for our country; the creation of two new roles within the Company dedicated entirely to diversity and inclusion, including a Head of Diversity and Inclusion, responsible for developing and delivering on the next evolution of our comprehensive diversity & inclusion strategy that is aligned with our purpose, vision, mission, values and business goals across the organization, and a second role that will focus on diversity outreach and sourcing; and providing support to organizations to help address racial justice and diversity and to better support our local, underserved communities.

Within our brand awareness enabler, we have launched a full brand review that will include all three of our brands across the enterprise. This is a multi-year effort, and we launched the first phase of this initiative in the second quarter and are partnering with a premiere, well respected global brand agency on this phase of the project.

Within our capital allocation enabler, our balance sheet enables us to maintain regular capital return to shareholders by way of dividends and share buybacks, while also positioning us to pursue and finance strategic M&A if opportunities arise. In support of these efforts, we announced during the quarter that we filled a newly created position of Vice President, Acquisitions Strategy & Integration. We expect that inorganic growth will be a key component of our strategy, and this position will play a key role as we continually evaluate acquisition opportunities.

Impact of COVID-19

The market volatility that began in March 2020, as a result of the reaction to COVID-19 and its impact on the global economy, resulted in significant depreciation in the stock markets. In the second quarter of 2020, the markets rebounded, benefiting our measures of AUM and AUA for the three months ended June 30, 2020, but not entirely recovering to beginning of year levels. AUM as of June 30, 2020 was 5% more than the average AUM for the quarter. AUA increased 14% during the quarter from $51.8 billion at March 31, 2020 to $59.0 billion at June 30, 2020, but like AUM, average AUA decreased from the first quarter to the second quarter of 2020. Since average assets or beginning of the month assets is the measure by which revenues are calculated, we continued to see the revenue impact of the first quarter market depreciation in the second quarter of 2020.

Some of our expenses, particularly certain distribution expenses, are directly correlated with revenue, and we saw decreases in these expenses in line with the revenue decreases during the second quarter. In regard to controllable expenses, defined as Compensation and benefits, General and administrative, Technology, Occupancy and Marketing and advertising, while the Company did take several incremental actions to reduce these expenses through the first six months of 2020, we continue to take a long-term view and invest in the areas we think will allow us to come out of the pandemic in a stronger position and drive our long-term growth strategy. We will continue to closely monitor expenses for opportunities to drive additional efficiencies; however, we do expect an increase in controllable expense for the remainder of 2020, primarily related to continued strategic project investments but subject to the broader market environment.

We transitioned most of our workforce and Advisors to a work from home environment early in March 2020. By late March, 98% of our employees were working remotely, with negligible downtime. The remote work environment continued through the second quarter of 2020. Our steady and proactive response has allowed our asset management and wealth management businesses to maintain full continuity of service and the access that our clients need and expect. With a successful transition to a remote working environment, we plan to closely monitor developments and reintroduce employees to the workplace only when it is safe to do so. The transition of employees to a work from home environment did not result in any material incremental expenses during the first or second quarter of 2020, and we do not expect to incur any material incremental expenses in future periods. For additional discussion regarding steps we have taken to facilitate safety, security and full continuity of service, please see Part I – Item 1 – “Financial Statements (unaudited), Note 1 – Description of Business and Accounting Policies”, of this Quarterly Report on Form 10-Q.

We continue to maintain a strong balance sheet without any significant leverage and ended the quarter with $775.8 million in cash and investments. Our exceptionally strong balance sheet allows us to continue to execute our long-term growth strategies while retaining our focus on controlling expenses.

For additional discussion regarding the risks that can impact our business, results of operations and financial condition due to COVID-19 and the related economic conditions, please see Part II – Item 1A – “Risk Factors”.

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Table of Contents

Assets Under Management

During the second quarter of 2020, AUM increased 16% to $65.0 billion from $56.0 billion at March 31, 2020 due to market appreciation of $10.4 billion, partially offset by net outflows of $1.4 billion.Sales of $2.2 billion during the current quarter increased 3% compared to the second quarter of 2019. Redemptions decreased 19% compared to the second quarter of 2019.

Change in Assets Under Management ~~(continued)~~ ⁽¹⁾


	Three months ended June 30, 2020
				Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total

	(in millions)
Beginning Assets	$	20,244	2,427	33,339	56,010

Sales ⁽³⁾		1,490	52	649	2,191
Redemptions		(2,179)	(202)	(1,259)	(3,640)
Net Exchanges		205	22	(227)	—
Net Flows		(484)	(128)	(837)	(1,449)

Market Action		3,964	698	5,743	10,405
Ending Assets	$	23,724	2,997	38,245	64,966


	Three months ended June 30, 2019
				Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total

	(in millions)
Beginning Assets	$	27,506	4,053	40,095	71,654

Sales ⁽³⁾		1,291	54	789	2,134
Redemptions		(2,441)	(440)	(1,609)	(4,490)
Net Exchanges		303	25	(328)	—
Net Flows		(847)	(361)	(1,148)	(2,356)

Market Action		886	195	1,497	2,578
Ending Assets	$	27,545	3,887	40,444	71,876

During the first six months of ~~2019,~~2020, AUM ~~increased 9%~~decreased 7% to ~~$71.9~~$65.0 billion from ~~$65.8~~$70.0 billion at December 31, ~~2018~~2019 due to ~~market appreciation of $10.2 billion, partially offset by~~ net outflows of ~~$4.2~~$3.7 billion and market depreciation of $1.3 billion.Sales of $4.7 billion during the six months ended June 30, 2020 increased 2% compared to the six months ended June 30, 2019. Redemptions during the six months ended June 30, 2020 decreased 4% compared to the same period of 2019.


	Six months ended June 30, 2019					Six months ended June 30, 2020
				Wealth					Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total	Unaffiliated⁽²⁾		Institutional	Management	Total

	(in millions)					(in millions)
Beginning Assets	$	24,977	3,655	37,177	65,809	$	26,264	3,096	40,598	69,958

Sales ⁽³⁾		2,885	195	1,541	4,621		3,069	95	1,546	4,710
Redemptions		(4,748)	(797)	(3,233)	(8,778)		(5,198)	(381)	(2,847)	(8,426)
Net Exchanges		580	25	(605)	—		532	22	(554)	—
Net Flows		(1,283)	(577)	(2,297)	(4,157)		(1,597)	(264)	(1,855)	(3,716)

Market Action		3,851	809	5,564	10,224		(943)	165	(498)	(1,276)
Ending Assets	$	27,545	3,887	40,444	71,876	$	23,724	2,997	38,245	64,966

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Six months ended June 30, 2018

Wealth

Unaffiliated⁽²⁾

Institutional

Management

Total

(in millions)

Beginning Assets

$
31,133

6,289

43,660

81,082

Sales ⁽³⁾

4,025

705

2,002

6,732

Redemptions

(5,339)

(2,257)

(3,727)

(11,323)

Net Exchanges

531

—

(531)

—

Net Flows

(783)

(1,552)

(2,256)

(4,591)

Market Action

432

513

1,215

2,160

Ending Assets

$
30,782

5,250

42,619

78,651


	Six months ended June 30, 2019
				Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total

	(in millions)
Beginning Assets	$	24,977	3,655	37,177	65,809

Sales ⁽³⁾		2,885	195	1,541	4,621
Redemptions		(4,748)	(797)	(3,233)	(8,778)
Net Exchanges		580	25	(605)	—
Net Flows		(1,283)	(577)	(2,297)	(4,157)

Market Action		3,851	809	5,564	10,224
Ending Assets	$	27,545	3,887	40,444	71,876

(1)	Includes all activity of the Funds and institutional and separate accounts, including money market funds and transactions at net asset value, accounts for which we receive no commissions.

(2)	Unaffiliated includes National channel (home office and wholesale), Defined Contribution Investment Only, Registered Investment Advisor and Variable Annuity.

(3)	Sales consists of gross sales ~~(net of sales commissions)~~ and includes net reinvested dividends, capital gains and investment income.

2629

Table of Contents

Average Assets Under Management

Average AUM, which are generally more indicative of trends in revenue from investment management services than the change in ending AUM, are presented below.


	Three months ended June 30, 2019						Three months ended June 30, 2020
				Wealth						Wealth
	Unaffiliated		Institutional	Management	Total		Unaffiliated		Institutional	Management	Total

	(in millions)						(in millions)
Asset Class:
Equity	$	21,581	3,797	29,739	$	55,117	$	17,558	2,834	26,753	$	47,145
Fixed Income		5,265	20	9,304		14,589		4,284	—	8,350		12,634
Money Market		97	—	1,557		1,654		158	—	1,781		1,939
Total	$	26,943	3,817	40,600	$	71,360	$	22,000	2,834	36,884	$	61,718


	Three months ended June 30, 2019
				Wealth
	Unaffiliated		Institutional	Management	Total

	(in millions)
Asset Class:
Equity	$	21,581	3,797	29,739	$	55,117
Fixed Income		5,265	20	9,304		14,589
Money Market		97	—	1,557		1,654
Total	$	26,943	3,817	40,600	$	71,360


	Six months ended June 30, 2020
				Wealth
	Unaffiliated		Institutional	Management	Total

	(in millions)
Asset Class:
Equity	$	18,370	2,865	27,682	$	48,917
Fixed Income		4,579	—	8,622		13,201
Money Market		128	—	1,675		1,803
Total	$	23,077	2,865	37,979	$	63,921


	Six months ended June 30, 2019
				Wealth
	Unaffiliated		Institutional	Management		Total

	(in millions)
Asset Class:
Equity	$	21,363	3,872	29,271	$	54,506
Fixed Income		5,221	20	9,294		14,535
Money Market		102	—	1,595		1,697
Total	$	26,686	3,892	40,160	$	70,738

Three months ended June 30, 2018

Wealth

Unaffiliated

Institutional

Management

Total

(in millions)

Asset Class:

Equity

$
25,045

5,664

31,795

$
62,504

Fixed Income

5,710

79

9,888

15,677

Money Market

91

—

1,722

1,813

Total

$
30,846

5,743

43,405

$
79,994

Six months ended June 30, 2019

Wealth

Unaffiliated

Institutional

Management

Total

(in millions)

Asset Class:

Equity

$
21,363

3,872

29,271

$
54,506

Fixed Income

5,221

20

9,294

14,535

Money Market

102

—

1,595

1,697

Total

$
26,686

3,892

40,160

$
70,738

Six months ended June 30, 2018

Wealth

Unaffiliated

Institutional

Management

Total

(in millions)

Asset Class:

Equity

$
24,982

6,026

32,420

$
63,428

Fixed Income

5,755

86

10,068

15,909

Money Market

93

—

1,767

1,860

Total

$
30,830

6,112

44,255

$
81,197

2730

Table of Contents

Performance

We have seen a slight decline from the prior quarter in trailing one- and three-year performance, while trailing five-year performance remained consistent as measured by the percentage of funds ranked in the top half of their respective Morningstar universes. As measured by percentage of assets, one- and three-year performance declined while five-year performance improved.While absolute returns were strong in the market during the second quarter, active managers generally did not keep pace with benchmarks for the period. We maintained strong long-term relative performance across our quality-oriented growth franchises owing to our long-term commitment to finding and investing in companies with differentiated long-term growth prospects.Our commitment to institutional caliber processes means that while we are mindful of short-term market dynamics, we remain focused on the long term and on maintaining discipline and consistency in volatile times such as we have seen in the first half of 2020.

The following table is a summary of Morningstar rankings and ratings as of June 30, 2020:


MorningStar Fund Rankings ¹	1 Year		3 Years		5 Years
Funds ranked in top half	48	%	49	%	37	%
Assets ranked in top half	45	%	48	%	38	%


MorningStar Ratings ¹	Overall		3 Years		5 Years
Funds with 4/5 stars	28	%	28	%	26	%
Assets with 4/5 stars	41	%	39	%	41	%

(1) Based on class I share, which reflects the largest concentration of sales and assets.

Table of Contents

Assets Under Administration

AUA includes both client assets invested in the Funds and in other companies’ products that are distributed through W&R and held in direct to fund accounts, brokerage accounts or within our fee-based ~~asset allocation~~advisory programs. AUA ~~are~~as of June 30, 2020 increased 3% as compared to June 30, 2019 primarily due to market appreciation and growth in net new advisory AUA, partially offset by an ongoing migration away from non-advisory AUA. Average AUA was flat for the three months ended June 30, 2020 as compared to the same period in 2019. For the six months ended June 30, 2020, average AUA increased 3% as compared to the six months ended June 30, 2019. Starting in the second quarter of 2020, we updated our definition of net new AUA to include dividends and interest to be consistent with peers and have reflected this new definition for all periods presented in the table below. Notwithstanding the updated net new AUA definition, this quarter continued a multi-quarter growth trend in net new advisory AUA. This quarter marked the 6^th straight quarter of positive advisory AUA net flows. We continue to see increased average productivity per Advisor due to our efforts to transform W&R into a fully competitive and profitable aspect of our business model, with a focus on higher producing Advisors.


		June 30, 2020	June 30, 2019

	(in millions)
Ending AUA
Advisory AUA	$	27,155	24,789
Non-advisory AUA		31,836	32,641
Total ending AUA	$	58,991	57,430


	Three months ended June 30,					Six months ended June 30,
		2020		2019			2020		2019

	(in millions, except percentage data)
Average AUA ⁽¹⁾
Advisory AUA ⁽¹⁾	$	25,030		23,917		$	25,855		23,137
Non-advisory AUA ⁽¹⁾		30,151		32,272			31,320		31,812
Total average AUA ⁽¹⁾	$	55,181		56,189		$	57,175		54,949


Net new advisory AUA ⁽²⁾	$	189		349		$	631		650
Net new non-advisory AUA ^{(2), (3)}		(346)		(747)			(1,004)		(1,521)
Total net new AUA ^{(2), (3)}	$	(157)		(398)		$	(373)		(871)

Annualized advisory AUA growth ⁽⁴⁾		3.3	%	5.9	%		4.7	%	6.1	%
Annualized AUA growth ⁽⁴⁾		(1.2)	%	(2.8)	%		(1.2)	%	(3.4)	%


		June 30, 2020	June 30, 2019
Advisors and advisor associates		1,317	1,347
Average trailing 12-month production per Advisor ⁽⁵⁾ (in thousands)	$	464	408

(in millions)

June 30, 2019

June 30, 2018

AUA

Advisory assets

$
24,789

22,868

Non-advisory assets

32,641

34,210

Total assets under administration

$
57,430

57,078

Three months ended

Three months ended

(in millions)

June 30, 2019

June 30, 2018

Net new advisory assets ⁽¹⁾

$
253

315

Net new non-advisory assets ^{(1), (2)}

(885)

(916)

Total net new assets ^{(1), (2)}

$
(632)

(601)

Annualized advisory AUA growth ⁽³⁾

4.3
%

5.7
%
Annualized AUA growth ⁽³⁾

(4.5)
%

(4.3)
%

Six months ended

Six months ended

(in millions)

June 30, 2019

June 30, 2018

Net new advisory assets ⁽¹⁾

$
473

707

Net new non-advisory assets ^{(1), (2)}

(1,705)

(1,900)

Total net new assets ^{(1), (2)}

$
(1,232)

(1,193)

Annualized advisory AUA growth ⁽³⁾

4.5
%

6.5
%
Annualized AUA growth ⁽³⁾

(4.8)
%

(4.2)
%

June 30, 2019

June 30, 2018

Advisors and advisor associates

1,347

1,469

Average trailing 12-month production per Advisor ⁽⁴⁾ (in thousands)

$
408

314

__________________________

(1)

Average AUA are calculated as the average of the beginning of month AUA during each reporting period.

(2)

Net new ~~assets~~AUA are calculated as total client deposits and net transfers less client withdrawals. Client deposits include dividends and interest.

~~(2)~~(3)

Excludes activity related to products held outside of our wealth management platform. These assets represent less than 10% of total AUA.

~~(3)~~(4)

Annualized growth is calculated as annualized total net new ~~assets~~AUA divided by beginning AUA.

~~(4)~~(5)

Production per Advisor is calculated as trailing 12-month Total Underwriting and distribution fees less “other” underwriting and distribution fees divided by the average number of Advisors. “Other” underwriting and distribution fees predominantly include fees paid by Advisors for programs and services.

2832

Table of Contents

Results of Operations — Three and Six Months Ended June 30, ~~2019~~2020 as Compared with Three and Six Months Ended June 30, ~~2018~~2019

Total Revenues

Total revenues decreased 9%11% to ~~$270.2~~$240.0 million for the three months ended June 30, ~~2019~~2020 compared to the three months ended June 30, ~~2018.~~2019. Investment management fees, underwriting and distribution fees and shareholder service fees all decreased during the quarter. For the six months ended June 30, ~~2019,~~2020, total revenues decreased ~~$63.4~~$25.8 million, or ~~11%~~5%, compared to the same period in the prior year. The decrease was due to a decrease in investment management fees and shareholder service fees while underwriting and distribution fees were relatively flat. For both comparative periods, the decreases in investment management fees were due to lower average AUM and lower effective management fee rates related to targeted fee reductions on certain products, and the decreases in shareholder service fees were due to a reduction in fund reimbursements related to the outsourcing of our transfer agency transactional processing operations as well as lower assets and number of accounts. For the three months ended June 30, 2020, underwriting and distribution fees decreased due to lower sales commissions and a decrease in service and distribution fees due to lower assets, partially offset by increased advisory fees due to ongoing increases in net new AUA and higher advisory AUA. For the six months ended June 30, 2020, underwriting and distribution fees were relatively flat due to an increase in advisory fees resulting from higher advisory AUA, offset by a decrease in service and distribution fees due to lower assets. Sales commissions were also lower due to reduced sales activity.


	Three months ended					Three months ended
	June 30,					June 30,
	2019		2018	Variance		2020		2019	Variance

	(in thousands, except percentage data)					(in thousands, except percentage data)
Investment management fees	$	112,870	130,391	(13)	%	$	95,824	112,870	(15)	%
Underwriting and distribution fees		133,495	137,873	(3)	%		123,633	133,495	(7)	%
Shareholder service fees		23,789	27,074	(12)	%		20,577	23,789	(14)	%
Total revenues	$	270,154	295,338	(9)	%	$	240,034	270,154	(11)	%


	Six months ended					Six months ended
	June 30,					June 30,
	2019		2018	Variance		2020		2019	Variance

	(in thousands, except percentage data)					(in thousands, except percentage data)
Investment management fees	$	222,632	264,083	(16)	%	$	201,043	222,632	(10)	%
Underwriting and distribution fees		259,740	275,914	(6)	%		260,576	259,740	—
Shareholder service fees		47,192	52,956	(11)	%		42,148	47,192	(11)	%
Total revenues	$	529,564	592,953	(11)	%	$	503,767	529,564	(5)	%

Investment Management Fee Revenues

Investment management fee revenues for the second quarter of ~~2019~~2020 decreased ~~$17.5~~$17.0 million, or ~~13%~~15%, from the second quarter of ~~2018.~~2019. For the ~~six month~~six-month period ending June 30, ~~2019,~~2020, investment management fee revenues decreased ~~$41.5~~$21.6 million, or ~~16%~~10%, compared to the same period in ~~2018.~~2019. For both comparative periods, the decrease was due to ~~lower~~a decrease in average ~~AUM~~assets and a lower effective management fee ~~rate. The effective management fee~~ rate, ~~decrease is~~which was primarily due to ~~fee waivers from previously disclosed fee~~targeted pricing reductions ~~in selected mutual funds implemented as of July 31, 2018.~~on certain products.

Table of Contents

The following table summarizes investment management fee revenues, related average AUM, fee waivers and investment management fee rates for the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.


	Three months ended June 30,								Three months ended June 30,
	2019			2018			Variance		2020			2019			Variance

	(in thousands, except for management fee rate and average assets)								(in thousands, except for management fee rate and average assets)
Investment management fees (net)	$	109,007			124,766		(13)	%	$	92,977			109,007		(15)	%
Average assets (in millions)	$	67,543			74,250		(9)	%	$	58,884			67,543		(13)	%
Management fee rate (net)		0.6473	%		0.6740	%				0.6351	%		0.6473	%
Total fee waivers	$	7,268			3,135		132	%
Institutional investment management fees (net)	$	3,863			5,625		(31)	%	$	2,847			3,863		(26)	%
Institutional average assets (in millions)	$	3,817			5,743		(34)	%	$	2,834			3,817		(26)	%
Institutional management fee rate (net)		0.4059	%		0.4099	%				0.4040	%		0.4059	%


	Six months ended June 30,
	2020			2019			Variance

	(in thousands, except for management fee rate and average assets)
Investment management fees (net)	$	195,269			214,752		(9)	%
Average assets (in millions)	$	61,056			66,846		(9)	%
Management fee rate (net)		0.6432	%		0.6479	%
Institutional investment management fees (net)	$	5,774			7,880		(27)	%
Institutional average assets (in millions)	$	2,865			3,892		(26)	%
Institutional management fee rate (net)		0.4052	%		0.4083	%

~~Table of Contents~~

Six months ended June 30,


2019

2018


Variance

(in thousands, except for management fee rate and average assets)

Investment management fees (net)

$
214,752

252,429

(15)
%
Average assets (in millions)

66,846

75,084

(11)
%
Management fee rate (net)

0.6479
%

0.6780
%

Total fee waivers

$
13,974

5,446

157
%
Institutional investment management fees (net)

$
7,880

11,654

(32)
%
Institutional average assets (in millions)

3,892

6,112

(36)
%
Institutional management fee rate (net)

0.4083
%

0.4048
%

Revenues from investment management services provided to our retail mutual funds, which are distributed through the unaffiliated and wealth management channels, decreased ~~13%~~15% in the second quarter of ~~2019~~2020 and ~~15%~~decreased 9% for the six months ended June 30, ~~2019,~~2020, compared to the same periods in ~~2018.~~2019. These decreases were due to decreases in average AUM and a lower effective management fee rate due to pricing reductions. Effective April 1, 2020, new fee reductions were made on our large cap growth and core bond products, which we expect to have a one to two cent annualized impact on earnings per share.

Institutional account revenues in the second quarter of 2020 decreased $1.0 million compared to the second quarter of 2019. For the six months ended June 30, 2020, institutional account revenues decreased $2.1 million compared to the same period in 2019. These decreases were due to a decrease in average AUM and an increase in fee waivers related to fee reductions in selected mutual funds that were implemented as of July 31, 2018. Fee waivers are recorded as an offset to investment management fees up to the amount of fees earned.AUM.

Institutional account revenues in the second quarter of 2019 decreased $1.8 million compared to the second quarter of 2018. For the six months ended June 30, 2019, institutional account revenues decreased $3.8 million compared to the same period in 2018. The decreases for both comparative periods were due to decreases in average AUM due to elevated event-driven redemptions.


			Annualized long-term redemption rates						Annualized long-term redemption rates
			(excludes money market redemptions)						(excludes money market redemptions)
	Three months ended				Six months ended				Three months ended				Six months ended
	June 30,				June 30,				June 30,				June 30,
	2019		2018		2019		2018		2020		2019		2020		2019
Unaffiliated channel	36.7	%	34.9	%	36.2	%	35.3	%	39.9	%	36.7	%	45.6	%	36.2	%
Institutional channel	46.1	%	115.4	%	41.3	%	74.5	%	28.6	%	46.1	%	26.7	%	41.3	%
Wealth Management channel	13.8	%	14.4	%	14.2	%	14.8	%	11.6	%	13.8	%	13.2	%	14.2	%
Total	24.3	%	29.8	%	24.1	%	27.2	%	22.6	%	24.3	%	25.7	%	24.1	%

The long-term redemption rate for the three and six months ended June 30, ~~2019 slightly~~2020 increased in the unaffiliated ~~channel and slightly decreased in the wealth management~~ channel as compared to the three and six months ended June 30, ~~2018. For both comparative periods,~~2019. Increased market volatility during the quarter led to continued redemptions in this channel, particularly in our International Core Equity and High Income funds. The long-term redemption rate ~~has~~ decreased in the institutional channel, primarily due to elevated client redemptions ~~of $1.3 billion~~ from our Core Equity and Large Cap Growth strategies during the ~~second quarter~~first six months of ~~2018. Of~~2019. In the ~~previously mentioned $0.5 billion of redemptions in~~wealth management channel, the ~~institutional channel~~long-term redemption rate decreased for ~~which we have been notified, $0.3 million was redeemed during the second quarter of 2019 and the remainder is expected to be redeemed later in 2019.~~both comparative periods. Prolonged redemptions in any of our distribution channels could negatively affect revenues in future periods.

The current year-to-date industry average redemption rate, based on data provided by the Investment Company Institute, was ~~22.8%~~35.2%, versus our rate of ~~24.1% in total and 23.1% excluding the institutional channel.~~25.7%.

3034

Table of Contents

Underwriting and Distribution Fee Revenues

The following tables summarize the significant components of underwriting and distribution fee revenues by distribution channel:


	For the three months ended June 30, 2019				For the three months ended June 30, 2020
			Wealth				Wealth
	Unaffiliated		Management	Total	Unaffiliated		Management	Total

	(in thousands)				(in thousands)
Underwriting and distribution fee revenues
Fee-based asset allocation product revenues	$	—	70,220	70,220
Rule 12b-1 service and distribution fees		16,329	16,327	32,656
Sales commissions on front-end load mutual fund and variable annuity products		488	12,302	12,790
Sales commissions on other products		—	8,497	8,497
Other revenues		83	9,249	9,332
Advisory fees					$	—	72,534	72,534
Service and distribution fees						13,670	13,600	27,270
Sales commissions						373	15,034	15,407
Other revenue						91	8,331	8,422
Total	$	16,900	116,595	133,495	$	14,134	109,499	123,633


	For the three months ended June 30, 2019
			Wealth
	Unaffiliated		Management	Total

	(in thousands)
Underwriting and distribution fee revenues
Advisory fees	$	—	70,220	70,220
Service and distribution fees		16,615	16,041	32,656
Sales commissions		493	20,794	21,287
Other revenue		83	9,249	9,332
Total	$	17,191	116,304	133,495


	For the three months ended June 30, 2018				For the six months ended June 30, 2020
			Wealth				Wealth
	Unaffiliated		Management	Total	Unaffiliated		Management	Total

	(in thousands)				(in thousands)
Underwriting and distribution fee revenues
Fee-based asset allocation product revenues	$	—	66,580	66,580
Rule 12b-1 service and distribution fees		20,051	18,109	38,160
Sales commissions on front-end load mutual fund and variable annuity products		507	13,823	14,330
Sales commissions on other products		—	9,065	9,065
Other revenues		148	9,590	9,738
Advisory fees					$	—	149,652	149,652
Service and distribution fees						28,946	28,189	57,135
Sales commissions						824	35,691	36,515
Other revenue						226	17,048	17,274
Total	$	20,706	117,167	137,873	$	29,996	230,580	260,576

For the six months ended June 30, 2019

Wealth

Unaffiliated

Management

Total

(in thousands)
Underwriting and distribution fee revenues

Fee-based asset allocation product revenues

$
—

135,450

135,450
Rule 12b-1 service and distribution fees

32,511

32,015

64,526
Sales commissions on front-end load mutual fund and variable annuity products

926

24,322

25,248
Sales commissions on other products

—

16,103

16,103
Other revenues

175

18,238

18,413
Total

$
33,612

226,128

259,740

For the six months ended June 30, 2018

Wealth

Unaffiliated

Management

Total

(in thousands)
Underwriting and distribution fee revenues

Fee-based asset allocation product revenues

$
—

132,097

132,097
Rule 12b-1 service and distribution fees

41,027

36,486

77,513
Sales commissions on front-end load mutual fund and variable annuity products

977

28,249

29,226
Sales commissions on other products

—

17,487

17,487
Other revenues

333

19,258

19,591
Total

$
42,337

233,577

275,914

~~Table of Contents~~


	For the six months ended June 30, 2019
			Wealth
	Unaffiliated		Management	Total

	(in thousands)
Underwriting and distribution fee revenues
Advisory fees	$	—	135,450	135,450
Service and distribution fees		33,081	31,445	64,526
Sales commissions		935	40,416	41,351
Other revenue		175	18,238	18,413
Total	$	34,191	225,549	259,740

Underwriting and distribution revenues earned in the second quarter of ~~2019~~2020 decreased by ~~$4.4~~$9.9 million, or 3%7%, compared to the second quarter of ~~2018. For~~2019. The decrease was primarily due to lower sales commissions and lower service and distribution fees due to lower assets and was partially offset by an increase in advisory fee revenues as a result of the ongoing shift in sales to advisory products. Underwriting and distribution revenues earned for the six months ended June 30, ~~2019, underwriting and distribution revenues decreased by $16.2 million, or 6%,~~2020 were relatively flat compared to the ~~six months ended June 30, 2018. For both comparative periods,~~same period in 2019. Advisory fee revenues increased due to the ongoing shift in sales to advisory products and overall increases in average advisory AUA. This increase was offset with decreases ~~were primarily driven by a decrease~~ in ~~Rule 12b-1 asset-based~~sales commissions and lower service and distribution fees ~~and commissionable sales across both channels, partially offset by increases in fee-based asset allocation revenues. Rule 12b-1 asset-based service and distribution fees decreased~~ due to a decrease in average mutual fund AUM for which we earn Rule 12b-1 revenues. Additionally, sales commissions decreased primarily due to a decrease in mutual fund and variable annuity product commissionable sales. Fee-based asset allocation product revenues increased due to an increase in fee-based asset allocationlower assets.

Table of Contents

Shareholder Service Fee Revenue

During the second quarter of ~~2019,~~2020, shareholder service fee revenue decreased ~~$3.3~~$3.2 million, or ~~12%~~14%, compared to the second quarter of ~~2018.~~2019. For the six months ended June 30, ~~2019,~~2020, shareholder service fee revenue decreased ~~$5.8~~$5.0 million, or 11%, as compared to the same period ~~for 2018. Decreases for~~of 2019. For both comparative periods, ~~were~~the decrease was primarily due to a decrease in the number of accounts and assets on which these fees are based and a reduction in ~~part due~~fund reimbursements related to ~~fund mergers~~the outsourcing of our transfer agency transactional processing operations and a corresponding reduction in ~~2018.~~costs.

Total Operating Expenses

Operating expenses for the second quarter of ~~2019~~2020 decreased ~~$8.2~~$12.5 million, or 3%5%, compared to the second quarter of ~~2018,~~2019, primarily due to ~~decreased compensation~~decreases in distribution, technology, occupancy, marketing and ~~benefits~~advertising and depreciation, partially offset by an increase in general and administrative ~~costs, partially offset by increased distribution expense.~~expenses. For the six months ended June 30, ~~2019,~~2020, operating expenses decreased ~~$22.0~~$12.0 million, or 5%3%, compared to the six months ended June 30, ~~2018,~~2019, primarily due to decreased compensation and benefits, technology, occupancy, marketing and advertising and depreciation, partially offset by increased general and administrative ~~costs.~~expenses. We have been able to successfully reduce controllable expenses compared to the first six months of 2019 as we continue to invest in targeted growth areas of our strategy.


	Three months ended					Three months ended
	June 30,					June 30,
	2019		2018	Variance		2020		2019	Variance

	(in thousands)					(in thousands)
Distribution	$	116,477	114,315	2	%	$	107,876	116,477	(7)	%
Compensation and benefits		61,876	65,828	(6)	%		61,863	61,876	(0)	%
General and administrative		16,037	19,143	(16)	%		20,524	16,037	28	%
Technology		16,442	17,235	(5)	%		14,237	16,442	(13)	%
Occupancy		6,701	6,969	(4)	%		4,291	6,701	(36)	%
Marketing and advertising		2,399	2,896	(17)	%		1,119	2,399	(53)	%
Depreciation		5,228	5,819	(10)	%		3,209	5,228	(39)	%
Subadvisory fees		3,715	3,683	1	%		3,288	3,715	(11)	%
Intangible asset impairment		—	1,200	(100)	%
Total operating expenses	$	228,875	237,088	(3)	%	$	216,407	228,875	(5)	%

Six months ended


June 30,


2019

2018

Variance

(in thousands)

Distribution

$
226,271

228,785

(1)
%
Compensation and benefits

126,719

134,613

(6)
%
General and administrative

30,741

38,681

(21)
%
Technology

32,750

33,879

(3)
%
Occupancy

13,416

13,933

(4)
%
Marketing and advertising

4,363

5,177

(16)
%
Depreciation

11,229

11,121

1
%
Subadvisory fees

7,272

7,391

(2)
%
Intangible asset impairment

—

1,200

(100)
%
Total operating expenses

$
452,761

474,780

(5)
%


	Six months ended
	June 30,
	2020		2019	Variance

	(in thousands)
Distribution	$	227,909	226,271	1	%
Compensation and benefits		120,288	126,719	(5)	%
General and administrative		39,122	30,741	27	%
Technology		27,739	32,750	(15)	%
Occupancy		9,000	13,416	(33)	%
Marketing and advertising		3,015	4,363	(31)	%
Depreciation		6,722	11,229	(40)	%
Subadvisory fees		6,954	7,272	(4)	%
Total operating expenses	$	440,749	452,761	(3)	%

Distribution expenses for the second quarter of 2020 decreased by $8.6 million, or 7%, compared to the second quarter of 2019. The decrease in expense was consistent with the decreases in underwriting and distribution fee revenues from lower asset levels and insurance product sales. For the six months ended June 30, 2020, distribution expenses increased slightly, compared to the same period for 2019, which is consistent with underwriting and distribution fee revenues for the same period.

Compensation and benefits during the second quarter of 2020 remained unchanged compared to the same period of 2019, primarily due to a lower headcount offset by higher share-based compensation due to mark-to-market adjustments. For the six months ended June 30, 2020, compensation and benefits expenses decreased $6.4 million, or 5%, primarily due to lower headcount and a decrease in share-based compensation due to a change in the timing of annual grants.

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Distribution expenses for the second quarter of 2019 increased by $2.2 million, or 2%, compared to the second quarter of 2018. The increase was primarily due to enhancements to the Advisor compensation grid starting in 2019, which increased expense in the wealth management channel, and was partially offset by a decrease in average mutual fund AUM for which we pay Rule 12b-1 commissions to third party distributors.

For the six months ended June 30, 2019, distribution expenses decreased $2.5 million, or 1%, compared to the same period for 2018. The decrease was primarily due to a decrease in average mutual fund AUM for which we pay Rule 12b-1 commissions to third party distributors and was partially offset by increased expenses due to enhancements to the Advisor compensation grid starting in 2019, which increased expense in the wealth management channel.

Compensation and benefits during the second quarter of 2019 decreased $4.0 million, or 6%, compared to the same period of 2018, primarily due to severance costs in the second quarter of 2018. For the six months ended June 30, 2019, compensation and benefits expenses decreased $7.9 million, or 6%, primarily due to a decrease in share-based compensation primarily due to previously issued awards vesting fully, a decrease in severance costs and lower headcount. During the quarter, the Company announced certain actions to enhance organizational agility and accelerate business transformation, including its intent to outsource the transactional processing operations of its internal transfer agency. Affected employees will be eligible to receive benefits under the Company’s severance pay plan, including severance pay and outplacement services. The Company expects to record a pre-tax restructuring charge for severance benefits in a range of $4-6 million to be incurred across the third and fourth quarters of 2019.

General and administrative expenses for the second quarter of ~~2019 decreased $3.1~~2020 increased $4.5 million, or ~~16%~~28%, compared to the second quarter of ~~2018. The decrease was primarily due to decreases in contractor, legal and consulting costs due to the completion of significant projects in 2018.~~

2019. For the six months ended June 30, ~~2019,~~2020, general and administrative expenses ~~decreased $7.9~~increased $8.4 million, or ~~21%~~27%, compared to the six months ended June 30, ~~2018. The decrease was~~2019. For both comparative periods, the increases were primarily due to ~~decreases in contractor, legal~~the shift of our transfer agency transactional processing operations outsourcing costs from technology expenses to general and ~~consulting~~administrative expenses and increased strategic project spending, partially offset by lower travel and meetings costs due to restricted travel and a transition to virtual meetings during the ~~completion of significant projects in 2018. Fund expenses also decreased for the comparative period primarily due to decreased fee waivers in excess of revenue on certain products.~~pandemic.

Technology ~~occupancy and marketing and advertising expenses~~expense for the second quarter of ~~2019~~2020 decreased ~~a combined $1.6~~$2.2 million, or 6%13%, ascompared to the same period of 2019. For the six months ended June 30, 2020, technology expense decreased $5.0 million, or 15%, compared to the six months ended June 30, 2019. For both comparative periods, the decreases were primarily due to costs related to the transfer agency transactional processing operations outsourcing shifting to general and administrative expenses, partially offset by increased consulting and software costs for new technologies.

Occupancy expense decreased $2.4 million, or 36%, for the second quarter of 2020 compared to the second quarter of ~~2018~~2019 and decreased ~~$2.5~~$4.4 million, or 5%33%, for the six months ended June 30, 2020, as compared to the same period in ~~2018. Technology costs decreased~~2019. For both comparative periods, the decreases are due to ~~lower shareholder servicing expense resulting~~the planned transition of field offices from ~~fewer accounts. Occupancy costs decreased as we realized cost savings from the closure of our field~~corporate-leased space to Advisor personal branch offices. ~~Marketing and advertising expenses decreased due to timing of marketing spend.~~

~~The~~Depreciation expense decreased $2.0 million, or 39%, for the second quarter of ~~2018 included an intangible impairment charge~~2020 compared to the second quarter of ~~$1.2~~2019 and decreased $4.5 million, ~~related~~or 40%, for the six months ended June 30, 2020, as compared to ~~a terminated subadvisory agreement.~~the same period in 2019. The decreases were primarily due to capitalized software development assets becoming fully depreciated.

Investment and Other Income

Investment and other income for the three months ended June 30, 2020 increased $6.1 million, compared to the same period in 2019 primarily due to greater unrealized gains, net of hedging activity, on the seed and corporate investment portfolios in the current period compared the prior year comparative period, partially offset by a decline in interest income due to lower interest rates. For the six months ended June 30, ~~2019 increased $8.2~~2020, investment and other income decreased $11.1 million ~~and $14.8 million, respectively,~~ compared to the same ~~periods~~period in ~~2018~~2019 primarily due to ~~market appreciation,~~unrealized losses, net of hedging activity, on the seed and ~~an increase~~corporate investment portfolios in the current period compared to unrealized gains, net of hedging activity, in the prior year comparative period and a decrease in interest income ~~in our corporate investment portfolio primarily~~ due to ~~higher assets.~~lower interest rates.

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Taxes

The following table reconciles the statutory federal income tax rate with our effective income tax rate from continuing operations for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Three months ended

Six months ended

June 30,

June 30,

2019

2018

2019

2018

Statutory federal income tax rate

21.0
%
21.0
%

21.0
%
21.0
%
State income taxes, net of federal tax benefit

2.8

2.9

2.8

2.9

Share-based compensation

4.5

8.1

2.6

3.6

Deferred inventory adjustment

—

2.2

—

1.1

Federal and state tax incentives

—

(2.0)

—

(1.0)

Uncertain tax positions

0.4

(9.7)

0.3

(4.6)

Other items

0.4

0.6

0.3

0.8

Effective income tax rate

29.1
%
23.1
%

27.0
%
23.8
%


	Three months ended				Six months ended
	June 30,				June 30,
	2020		2019		2020		2019
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	2.8		3.2		3.6		3.1
Share-based compensation	3.5		4.5		2.6		2.6
Income attributable to redeemable noncontrolling interests	(1.7)		(0.3)		(0.5)		(0.3)
Permanent differences	(0.4)		0.4		1.6		0.5
Other items	0.1		0.3		—		0.1
Effective income tax rate	25.3	%	29.1	%	28.3	%	27.0	%

Our effective income tax rate was ~~29.1%~~25.3% for the three months ended June 30, ~~2019,~~2020, as compared to ~~23.1%~~29.1% for the same period in ~~2018, an increase~~2019, a decrease of ~~6.0%~~3.8%. ~~During the three months ended June 30, 2018, the company finalized~~The decrease was due to a ~~Voluntary Disclosure Agreement with a state tax jurisdiction and recognized tax benefits on the reversal of previously recorded uncertain tax expense. The tax~~reduced impact of share-based compensation ~~created~~and a ~~tax shortfall in both years due to the reduction in value~~greater impact of ~~restricted stock from issuance to vesting, but~~noncontrolling interests. In addition, the impact ~~was greater~~of market volatility on our estimated pre-tax income for the remainder of 2020 resulted in ~~2018.~~ a decrease in our annualized effective tax rate during the second quarter of 2020, which decreased the proportional tax impact of state income taxes on our rate.

Our effective income tax rate was ~~27.0% and 23.8%~~28.3% for the six months ended June 30, 2020, as compared to 27.0% for the same period in 2019, ~~and 2018, respectively,~~ an increase of ~~3.2%~~1.3%. ~~The main drivers for the~~Our state income tax rate increased ~~rate~~ in ~~the six-month comparison period were the same as those that impacted the rate in the three-month period.~~2020 due to additional state tax filings. Nondeductible expenses also increased year over year.

The Company expects continued future volatility in its effective tax rate as the tax effects of share-based compensation will be impacted by market fluctuations in our stock price. The future effective tax rate could also experience volatility from federal and state tax incentives, unanticipated federal and state tax legislative changes, and unanticipated fluctuations in earnings.

Liquidity and Capital Resources

Management believes its available cash, marketable securities and expected cash flow from operations will be sufficient to fund the Company’s short-term operating and capital ~~requirements during 2019.~~requirements. Expected short-term uses of cash include dividend payments, repurchases of our Class A common stock, interest on indebtednessand maturities of outstanding debt in January 2021, income tax payments, seed money for new products, ongoing technology enhancements, Advisor transition loans, capital expenditures, and collateral funding for margin accounts established to support derivative positions, and could include strategic acquisitions.

Expected long-term capital requirements include ~~interest on indebtedness and maturities of outstanding debt,~~ operating leases and purchase obligations. Other possible long-term discretionary uses of cash could include capital expenditures for enhancement of technology infrastructure, strategic acquisitions, payment of dividends, seed money for new products, and repurchases of our Class A common stock.

Our operations provide much of the cash necessary to fund our priorities, as follows:

●

~~Repurchase our stock~~Pay dividends

●

~~Pay dividends~~Repurchase our stock

●

Finance growth objectives

Our existing capital return policy is designed to provide financial flexibility to invest in our business, support ongoing operations and maintain a strong balance sheet, while continuing to provide a very competitive return to stockholders. The components of the capital return policy are described below.

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~~Repurchase Our Stock~~

We repurchased 2,142,894 shares and 2,098,625 shares of our Class A common stock in the open market or privately during the three months ended June 30, 2019 and 2018, respectively, resulting in share repurchases of $36.8 million and $40.1 million, respectively.

In connection with our existing capital return policy, we expect to complete the two-year initiative to repurchase $250 million of our Class A common stock by late 2019, which is inclusive of buybacks to offset dilution of our equity grants. We continue to engage in an opportunistic share repurchase plan to fulfill the targeted buybacks. We have repurchased $231.8 million of our Class A common stock at a weighted average share price of $18.91 since the announcement of this policy in the fourth quarter of 2017.

Pay Dividends

We paid quarterly dividends on our Class A common stock that resulted in financing cash outflows of ~~$38.2~~$33.6 million and ~~$41.5~~$38.2 million for the first six months of ~~2019~~2020 and ~~2018,~~2019, respectively.

The Board of Directors approved a dividend on our Class A common stock of $0.25 per share ~~that was~~with an August 3, 2020 payment date and a July 13, 2020 record date.The total dividend to be paid on August 1,3, 2020 is $16.3 million.

Repurchase Our Stock

We repurchased 5,275,805 shares and 4,369,219 shares of our Class A common stock in the open market or privately during the six months ended June 30, 2020 and 2019, respectively, resulting in share repurchases of $72.0 million and $76.0 million, respectively. We continue to ~~stockholders~~engage in an active share repurchase planas part of ~~record on July 11, 2019.~~our ongoing capital management plan.

Finance Growth Objectives

We use cash to fund growth in our distribution channels. We continue to invest in our wealth management channel by offering home office resources, wholesaling efforts, ~~and~~ enhanced technology tools, including the modernization of our ~~brokerage~~wealth management platforms, and ~~product platforms.~~Advisor transition loans. Our unaffiliated channel requires cash outlays for wholesaler commissions and commissions to third parties on deferred-load product ~~sales.~~sales and technology enhancements for asset management and distribution. We also provide seed money for new products to further enhance our product offerings and distribution efforts. As we continue to advance our investment in improved technology, we expect increased costs in this area in the near term.

Cash Flows

Cash from operations is our primary source of funds. Cash from operations ~~decreased $149.9~~increased $5.6 million for the six months ended June 30, ~~2019~~2020 compared to the six months ended June 30, ~~2018.~~2019. The ~~decrease~~increase is primarily due to ~~a decrease in~~cash inflows during the first six months of 2020 as compared to cash outflows during first six months of 2019 related to our total return swap and is partially offset by lower net ~~income, change in investment gains/losses, net change in equity and trading debt securities held by consolidated sponsored funds and fluctuations in assets and liabilities, as described below.~~income.

The payable to investment companies for securities, payable to customers and other receivables accounts can fluctuate significantly based on trading activity at the end of a reporting period. Changes in these accounts resulted in variances within cash from operations on the statement of cash flows; however, there is no impact to the Company’s liquidity and operations ~~for~~due to the variances in these accounts.During the quarter, cash provided by operations was $23.1 million and was reduced due to a decrease in restricted cash balances of $30.9 million related to customer trading activity. Without the impact of customer trading activity on our cash activity, cash flows from operations would have been greater for the period.

Investing activities consist primarily of the seeding and sale of sponsored investment securities, purchases and maturities of investments held in our corporate investment portfolio and capital expenditures.

Financing activities include payment of dividends and repurchases of our Class A common stock. ~~Additionally, in the first quarter of 2018, financing activities included repayment of our $95.0 million Series A senior unsecured notes at maturity.~~ Future financing cash outflows will be affected by the existing capital return policy.

Critical Accounting Policies and Estimates

There have been no material changes in the critical accounting policies and estimates disclosed in the “Critical Accounting Policies and Estimates” section of our ~~2018~~2019 Form 10-K.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are primarily exposed to market risk associated with unfavorable movements in interest rates and securities ~~prices.~~prices for both our corporate investments and our AUM and AUA, on which our revenues are based, and credit risk related to collateral on our economic hedge program derivative trading. The Company has had no material changes in its market risk policies or its market risk sensitive instruments and positions since December 31, ~~2018. As further described~~2019 other than the changes to the investment and derivative portfolios disclosed in Note 4 and Note 5 to the unaudited consolidated financial statements and changes to AUM and AUA inPart I – Item 2 – "Management’s Discussion and Analysis of Financial Condition and Results of Operations”. As further described in Note 5, the Company has an economic hedge program that uses total return swap contracts to hedge market risk related to its investments in sponsored funds.

Item 4.

Controls and Procedures

The Company maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, ~~2019,~~2020, have concluded that the Company’s disclosure controls and procedures were effective as of June 30, ~~2019.~~2020.

The Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Part II.

Other Information

~~Item 1.~~

~~Legal Proceedings~~

~~See Part I, Item 1, Notes to the Unaudited Consolidated Financial Statements, Note 12 – Contingencies, of this Quarterly Report on Form 10-Q.~~

Item 1A.

Risk Factors

Except as noted below, there have been no material changes to the Company’s Risk Factors from those previously reported in the Company’s ~~2018~~2019 Form 10-K.

~~Regulatory Risk Is Substantial In Our Business And Regulatory Reforms~~The COVID-19 Pandemic Could Have Aa Material Adverse Effect Onon Our Business, ~~Reputation And Prospects.~~ Results of Operations or Financial Condition. The ongoing COVID-19 pandemic has caused significant disruption in global financial markets, including significant volatility in the securities markets. Declines in our AUM and AUA negatively impact our future revenues, earnings and growth prospects. In addition, certain of the risk factors set forth in the 2019 Form 10-K could be heightened by the effects of COVID-19 pandemic and related economic conditions resulting in a material adverse effect on our business, results of operations or financial condition, including due to:

In June 2019, the SEC adopted a package of rulemakings and interpretations, including Regulation Best Interest and the new Form CRS Relationship Summary (“Form CRS”), which are intended to enhance the quality and transparency of retail investors’ relationships with broker-dealers and investment advisers. Regulation Best Interest enhances the broker-dealer standard of conduct beyond existing suitability obligations and requires compliance with disclosure, care, conflict of interest and compliance obligations. Form CRS requires broker-dealers and registered investment advisers to provide a brief relationship summary to retail investors, including (i) the types of client and customer relationships and services the firm offers, (ii) the fees, costs, conflicts of interest and required standard of conduct associated with those relationships and services, (iii) whether the firm and its financial professionals currently have reportable legal or disciplinary history; and (iv) how to obtain additional information about the firm. The compliance date for Regulation Best Interest and Form CRS is June 30, 2020. These regulations may have a material impact on the provision of investment services to retail investors, including imposing additional compliance, reporting and operational requirements, which could negatively affect our business.

●

declines in the securities markets or our Funds’ performance, which could result in decreased sales and increased redemptions;

●

unprecedented market dislocation and disparate impact on particular businesses and industries;

●

availability of financing capital;

●

disruption of worldwide supply chains;

●

negative impacts to our distribution channels or other financial institutions with which we do business;

●

a work-from-home environment, which could result in reductions in our operating effectiveness or efficiency, increased operational, compliance and cybersecurity risks, the failure of controls and risk management policies to identify and manage risks, or the failure or breach of our operational or security systems or our technology infrastructure;

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Table of Contents

●

the unavailability of key personnel necessary to conduct our business activities and operational challenges and costs associated with the return of employees from their remote working environments to the workplace;

●

travel and visitation restrictions that limit our ability to engage with management of businesses in which we invest or may invest and with clients and business partners;

●

the ability of Advisors to interact with clients and access their leased office spaces;

●

actions and recommendations of federal, state and local governments in response to the COVID-19 pandemic; or

●

our inability to reduce the level of our expenses to align with decreases in our revenues.

~~Specific references~~

We are unable to accurately predict the ultimate impact of the COVID-19 pandemic due to various uncertainties, including the duration of the outbreak and length of time it will take for the financial markets and economy to recover and for our employees to safely return to the workplace. We closely monitor the impact of the COVID-19 pandemic, continually assessing its potential effects on our business and on the businesses in ~~the Risk Factors reported in the Company’s 2018 Form 10-K~~which we invest. The extent to which our business and financial results are affected by COVID-19 will largely depend on future developments, which cannot be accurately predicted and are uncertain.

For additional discussion regarding the impact ~~that new fiduciary standards may have~~ on ~~the Company should be read to include best interest standards, including the SEC’s Regulation Best Interest.~~

We remain subject to various state and federal laws and regulations related to data privacy and protection of data we maintain concerning certain individuals, including Fund shareholders, our clients, Advisors’ clients and our employees. For example, the State of California recently enacted the California Consumer Privacy Act of 2018, which will be effective January 1, 2020 and, among other things, creates detailed notice, opt-out/opt-in, access and erasure rights for consumers vis-à-vis business that collect their personal information, and provides a new private cause of action for data breaches. Other states have enacted or proposed, or in the future may enact, similar data privacy and protection legislation. Privacy and data protection laws and regulations could impose significant limitations, require changes to our business, ~~restrict our use or storage~~results of ~~personal information~~operations and ~~subject us~~financial condition due to ~~legal liability or regulatory action, which may result in increased compliance expenses, fines or penalties,~~COVID-19 and the ~~termination~~related economic conditions, please see Part I – Item 2 – "Management’s Discussion and Analysis of ~~client contracts, costly mitigation activities~~Financial Condition and ~~harm to our reputation.~~Results of Operations—Impact of COVID-19”.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth certain information about the shares of Class A common stock we repurchased during the second quarter of ~~2019.~~2020.

Total Number of

Maximum Number (or

Total Number of

Maximum Number (or

Shares

Approximate Dollar

Shares

Approximate Dollar

Purchased as

Value) of Shares That

Purchased as

Value) of Shares That

Total Number

Average

Part of Publicly

May Yet Be

Total Number

Average

Part of Publicly

May Yet Be

of Shares

Price Paid

Announced

Purchased Under The

of Shares

Price Paid

Announced

Purchased Under The

Period

Purchased

per Share

Program (1)

Purchased

per Share

Program (1)

April 1 - April 30

650,910

17.84

360,000

n/a

1,105,847

11.92

898,515

n/a

May 1 - May 31

705,000

17.20

705,000

n/a

350,000

13.32

350,000

n/a

June 1 - June 30

786,984

16.62

786,984

n/a

12,520

15.59

—

n/a

Total

2,142,894

17.18

1,851,984

1,468,367

12.28

1,248,515

(1)

In October 2012, our Board of Directors approved a program to repurchase shares of our Class A common stock on the open market. Under the repurchase program, we are authorized to repurchase, in any seven-day period, the greater of (i) 3% of our outstanding Class A common stock or (ii) $50 million of our Class A common stock. We may repurchase our Class A common stock in privately negotiated transactions or through the New York Stock Exchange, other national or regional market systems, electronic communication networks or alternative trading systems. Our stock repurchase program does not have an expiration date or an aggregate maximum number or dollar value of shares that may be repurchased. We continue to engage in an active share repurchase plan.

During the second quarter of ~~2019, 290,910~~2020, 219,852 shares were purchased in connection with funding employee income tax withholding obligations arising from the vesting of restricted shares.

In connection with our existing capital return policy, we expect to complete the two-year initiative to repurchase $250 million of our Class A common stock by late 2019, which is inclusive of buybacks to offset dilution of our equity grants. We continue to engage in an opportunistic share repurchase plan to fulfill the targeted buybacks, having repurchased $231.8 million of our Class A common stock at a weighted average share price of $18.91 since the fourth quarter of 2017.

~~Table of Contents~~

~~Item 5.~~

~~Other Information~~

On July 31, 2019, our Board of Directors appointed Mr. Michael J. Daley, Vice President – Chief Accounting Officer, Investor Relations and Treasurer and designated Mr. Daley as the Company’s Principal Accounting Officer, effective upon filing this Quarterly Report on Form 10-Q. The roles of Treasurer and Principal Accounting Officer were previously held by Benjamin R. Clouse, who continues as Senior Vice President, Chief Financial Officer and Principal Financial Officer.Mr. Daley, age 37, joined the Company in April 2018 as Vice President – Corporate Controller and most recently served as Vice President – Corporate Controller and Investor Relations. Prior to joining the Company, Mr. Daley worked for National Bank Holdings Corporation from September 2011 to April 2018 in various roles, most recently as Senior Vice President, Chief Accounting Officer & Controller. Prior to that, he served in various roles in the audit practice of Deloitte, LLP for approximately six years. Mr. Daley holds a CPA designation and a FINRA Series 27 Financial and Operations Principal license and received Bachelor of Science in Finance and Accounting from the University of Nebraska.

Mr. Daley will continue to participate in the Company's management incentive compensation program and be eligible to participate in the Company's health and welfare plans and 401(k) plan. There is no arrangement or understanding between Mr. Daley and any other person pursuant to which he was elected as an officer of the Company and there are no familial relationships between Mr. Daley and any of the Company's directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Daley has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. Additionally, Mr. Daley does not have an employment agreement with the Company.

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Item 6.

Exhibits


10.1		Waddell & Reed Financial, Inc. Stock Incentive Plan, as amended and restated. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-13913, on April 30, 2020 and incorporated herein by reference.
31.1*		Section 302 Certification of Chief Executive Officer

31.2*		Section 302 Certification of Chief Financial Officer

32.1**		Section 906 Certification of Chief Executive Officer

32.2**		Section 906 Certification of Chief Financial Officer

101*		Materials from the Waddell & Reed Financial, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2019,~~2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Notes to the Unaudited Consolidated Financial Statements, tagged in detail.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

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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, this ~~2nd~~31st day of ~~August 2019.~~July 2020.

	WADDELL & REED FINANCIAL, INC.

	By:	/s/ Philip J. Sanders
		Chief Executive Officer and Director
		(Principal Executive Officer)

	By:	/s/ Benjamin R. Clouse
		Senior Vice President and Chief Financial Officer ~~and Treasurer~~ (Principal Financial ~~Officer and Principal Accounting~~ Officer)
	By:	/s/ Michael J. Daley

Vice President, Chief Accounting Officer, Investor Relations and Treasurer (Principal Accounting Officer)

4043


	June 30, 2019
	(in thousands,
	except lease term
	and discount rate)
Operating Leases:
Operating lease ROU assets (Other non-current assets)	$	27,235

Other current liabilities	$	11,831
Other non-current liabilities		16,478
Total operating lease liabilities	$	28,309


Finance Leases:
Property and equipment, gross	$	1,211
Accumulated depreciation		(817)
Property and equipment, net	$	394

Other current liabilities	$	266
Other non-current liabilities		141
Total finance lease liabilities	$	407


Weighted average remaining lease term:
Operating leases		4 years
Finance leases		2 years

Weighted average discount rate:
Operating leases		4.33%
Finance leases		6.00%


	Three months ended June 30, 2018
				Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total
	(in millions)
Beginning Assets	$	31,055	6,449	42,707	80,211

Sales ⁽³⁾		1,779	153	1,002	2,934
Redemptions		(2,646)	(1,652)	(1,770)	(6,068)
Net Exchanges		284	—	(284)	—
Net Flows		(583)	(1,499)	(1,052)	(3,134)

Market Action		310	300	964	1,574
Ending Assets	$	30,782	5,250	42,619	78,651


	Six months ended June 30, 2018
				Wealth
	Unaffiliated⁽²⁾		Institutional	Management	Total
	(in millions)
Beginning Assets	$	31,133	6,289	43,660	81,082

Sales ⁽³⁾		4,025	705	2,002	6,732
Redemptions		(5,339)	(2,257)	(3,727)	(11,323)
Net Exchanges		531	—	(531)	—
Net Flows		(783)	(1,552)	(2,256)	(4,591)

Market Action		432	513	1,215	2,160
Ending Assets	$	30,782	5,250	42,619	78,651




(in millions)		June 30, 2019		June 30, 2018
AUA
Advisory assets	$	24,789		22,868
Non-advisory assets		32,641		34,210
Total assets under administration	$	57,430		57,078


		Three months ended		Three months ended
(in millions)		June 30, 2019		June 30, 2018
Net new advisory assets ⁽¹⁾	$	253		315
Net new non-advisory assets ^{(1), (2)}		(885)		(916)
Total net new assets ^{(1), (2)}	$	(632)		(601)

Annualized advisory AUA growth ⁽³⁾		4.3	%	5.7	%
Annualized AUA growth ⁽³⁾		(4.5)	%	(4.3)	%

		Six months ended		Six months ended
(in millions)		June 30, 2019		June 30, 2018
Net new advisory assets ⁽¹⁾	$	473		707
Net new non-advisory assets ^{(1), (2)}		(1,705)		(1,900)
Total net new assets ^{(1), (2)}	$	(1,232)		(1,193)


Annualized advisory AUA growth ⁽³⁾		4.5	%	6.5	%
Annualized AUA growth ⁽³⁾		(4.8)	%	(4.2)	%


		June 30, 2019		June 30, 2018
Advisors and advisor associates		1,347		1,469
Average trailing 12-month production per Advisor ⁽⁴⁾ (in thousands)	$	408		314
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