WADDELL & REED FINANCIAL INC - FORM 10-Q

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EX-31.1 - EX-31.1 - WADDELL & REED FINANCIAL INC	a15-17881_1ex31d1.htm
EX-32.1 - EX-32.1 - WADDELL & REED FINANCIAL INC	a15-17881_1ex32d1.htm
EX-32.2 - EX-32.2 - WADDELL & REED FINANCIAL INC	a15-17881_1ex32d2.htm
EX-31.2 - EX-31.2 - WADDELL & REED FINANCIAL INC	a15-17881_1ex31d2.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

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

For the transition period from to

Commission file number 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)

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 x No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
(Do not check if a smaller reporting company)

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

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

Class		Outstanding as of November 2, 2015
Class A common stock, $.01 par value		82,992,048

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WADDELL & REED FINANCIAL, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Quarter Ended September 30, 2015

			Page No.

Part I.	Financial Information

Item 1.		Financial Statements (unaudited)

		Consolidated Balance Sheets at September 30, 2015 and December 31, 2014	3

		Consolidated Statements of Income for the three and nine months ended September 30, 2015 and September 30, 2014	4

		Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and September 30, 2014	5

		Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2015	6

		Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and September 30, 2014	7

		Notes to the Unaudited Consolidated Financial Statements	8

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.		Controls and Procedures	35

Part II.	Other Information

Item 1.		Legal Proceedings	36

Item 1A.		Risk Factors	36

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6.		Exhibits	37

		Signatures	38

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)

	September 30,
	2015			December 31,
	(unaudited)			2014

Assets:
Cash and cash equivalents	$	612,660		566,621
Cash and cash equivalents - restricted	39,605			76,595
Investment securities	219,437			243,283
Receivables:
Funds and separate accounts	33,328			39,110
Customers and other	172,624			216,843
Deferred income taxes	7,635			7,454
Income taxes receivable	4,869			7,747
Prepaid expenses and other current assets	26,461			14,980

Total current assets	1,116,619			1,172,633

Property and equipment, net	100,386			92,304
Deferred sales commissions, net	31,314			56,472
Goodwill and identifiable intangible assets	158,118			158,123
Deferred income taxes	20,764			20,036
Other non-current assets	15,588			12,298
Total assets	$	1,442,789		1,511,866

Liabilities:
Accounts payable	$	23,583		32,263
Payable to investment companies for securities	71,990			129,633
Payable to third party brokers	52,012			67,954
Payable to customers	83,227			110,399
Accrued compensation	74,160			67,574
Other current liabilities	52,981			55,143

Total current liabilities	357,953			462,966

Long-term debt	190,000			190,000
Accrued pension and postretirement costs	31,429			45,936
Other non-current liabilities	26,470			26,880

Total liabilities	605,852			725,782

Commitments and contingencies

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; 83,080 shares outstanding (83,654 at December 31, 2014)	997			997
Additional paid-in capital	330,834			318,636
Retained earnings	1,116,523			1,041,909
Cost of 16,621 common shares in treasury (16,047 at December 31, 2014)	(559,253		)	(525,015	)
Accumulated other comprehensive loss	(52,164		)	(50,443	)
Total stockholders’ equity	836,937			786,084
Total liabilities and stockholders’ equity	$	1,442,789		1,511,866

See accompanying notes to the unaudited consolidated financial statements.

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WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Income

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

	For the three months					For the nine months
	ended September 30,					ended September 30,
	2015			2014		2015		2014

Revenues:
Investment management fees	$	175,218		197,783		543,237		579,444
Underwriting and distribution fees	165,130			173,047		503,616		507,315
Shareholder service fees	35,761			38,728		108,704		113,849

Total	376,109			409,558		1,155,557		1,200,608

Operating expenses:
Underwriting and distribution	189,065			197,246		580,247		587,805
Compensation and related costs (including share-based compensation of $12,073, $12,941, $35,880 and $40,620, respectively)	46,157			48,375		152,481		146,973
General and administrative	25,458			24,924		79,033		75,863
Subadvisory fees	2,305			2,203		7,086		6,149
Depreciation	4,117			3,786		12,215		10,576
Intangible asset impairment	—			7,900		—		7,900

Total	267,102			284,434		831,062		835,266

Operating income	109,007			125,124		324,495		365,342
Investment and other income (loss)	(16,872		)	(1,205	)	(12,891	)	8,795
Interest expense	(2,765		)	(2,769	)	(8,296	)	(8,279	)

Income before provision for income taxes	89,370			121,150		303,308		365,858
Provision for income taxes	41,312			46,564		120,692		133,420

Net income	$	48,058		74,586		182,616		232,438

Net income per share, basic and diluted:	$	0.58		0.89		2.18		2.74

Weighted average shares outstanding, basic and diluted:	83,469			84,242		83,709		84,775

See accompanying notes to the unaudited consolidated financial statements.

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WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)

	For the three months					For the nine months
	ended September 30,					ended September 30,
	2015			2014		2015		2014

Net income	$	48,058		74,586		182,616		232,438

Other comprehensive income:

Unrealized depreciation of available for sale investment securities during the period, net of income tax benefit of $(5), $(11), $0 and $(9), respectively	(1,321		)	(4,962	)	(4,485	)	(3,491	)

Pension and postretirement benefits, net of income tax expense of $526, $186, $1,477 and $558, respectively	888			315		2,764		947

Comprehensive income	$	47,625		69,939		180,895		229,894

See accompanying notes to the unaudited consolidated financial statements.

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WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity

For the Nine Months Ended September 30, 2015

(Unaudited, in thousands)

										Accumulated
				Additional						Other		Total
	Common Stock			Paid-in		Retained		Treasury		Comprehensive		Stockholders’
	Shares	Amount		Capital		Earnings		Stock		Loss		Equity

Balance at December 31, 2014	99,701	$	997	318,636		1,041,909		(525,015	)	(50,443	)	786,084

Net income	—	—		—		182,616		—		—		182,616
Recognition of equity compensation	—	—		35,880		—		—		—		35,880
Net issuance/forfeiture of nonvested shares	—	—		(29,039	)	—		29,039		—		—
Dividends accrued, $1.29 per share	—	—		—		(108,002	)	—		—		(108,002	)
Excess tax benefits from share-based payment arrangements	—	—		5,357		—		—		—		5,357
Repurchase of common stock	—	—		—		—		(63,277	)	—		(63,277	)
Other comprehensive loss	—	—		—		—		—		(1,721	)	(1,721	)

Balance at September 30, 2015	99,701	$	997	330,834		1,116,523		(559,253	)	(52,164	)	836,937

See accompanying notes to the unaudited consolidated financial statements.

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WADDELL & REED FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	For the nine months
	ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	182,616		232,438
Adjustments to reconcile net income to net cash provided by operating activities:
Intangible asset impairment	—			7,900
Depreciation and amortization	12,218			10,695
Amortization of deferred sales commissions	34,251			49,373
Share-based compensation	35,880			40,620
Excess tax benefits from share-based payment arrangements	(5,357		)	(16,465	)
Gain on sale of sponsored investment securities	(2,799		)	(3,875	)
Net purchases and sales or maturities of trading securities	59			(14,298	)
(Gain) loss on trading securities	2,301			(1,985	)
Loss on equity method securities	15,326			—
Loss on sale and retirement of property and equipment	338			1,131
Capital gains and dividends reinvested	—			(14	)
Deferred income taxes	(2,384		)	(2,273	)
Changes in assets and liabilities:
Cash and cash equivalents - restricted	36,990			60,200
Other receivables	44,219			(24,263	)
Payable to investment companies for securities and payable to customers	(84,815		)	(52,849	)
Receivables from funds and separate accounts	5,782			707
Other assets	(14,771		)	(7,934	)
Deferred sales commissions	(9,093		)	(37,553	)
Accounts payable and payable to third party brokers	(24,622		)	2,355
Other liabilities	4,434			16,322

Net cash provided by operating activities	$	230,573		260,232

Cash flows from investing activities:
Purchases of sponsored investment securities	(25,893		)	(131,844	)
Proceeds from sales and maturities of sponsored investment securities	30,363			105,826
Additions to property and equipment	(20,635		)	(25,211	)
Fund adoption transaction	(2,200		)	(1,447	)

Net cash used in investing activities	$	(18,365	)	(52,676	)

Cash flows from financing activities:
Dividends paid	(108,249		)	(86,754	)
Repurchase of common stock	(63,277		)	(96,145	)
Excess tax benefits from share-based payment arrangements	5,357			16,465

Net cash used in financing activities	$	(166,169	)	(166,434	)
Net increase in cash and cash equivalents	46,039			41,122
Cash and cash equivalents at beginning of period	566,621			487,845
Cash and cash equivalents at end of period	$	612,660		528,967

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. and subsidiaries (hereinafter referred to as the “Company,” “we,” “our” and “us”) derive revenues from investment management and advisory services, investment product underwriting and distribution, and/or shareholder services administration provided to the Waddell & Reed Advisors group of mutual funds (the “Advisors Funds”), Ivy Funds (the “Ivy Funds”), Ivy Funds Variable Insurance Portfolios (the “Ivy Funds VIP”) and InvestEd Portfolios (“InvestEd”) (collectively, the Advisors Funds, Ivy Funds, Ivy Funds VIP and InvestEd are referred to as the “Funds”), the Ivy Global Investors Fund SICAV (the “SICAV”) and its sub-funds (the “IGI Funds”), and institutional and separately managed accounts. The Funds and the institutional and separately managed accounts operate under various rules and regulations set forth by the United States Securities and Exchange Commission (the “SEC”). The IGI Funds are regulated by Luxembourg’s Commission de Surveillance du Secteur Financier as an undertaking for collective investment in transferable securities (“UCITS”). Services to the Funds are provided under investment management agreements, underwriting agreements, and shareholder servicing and accounting service agreements that set forth the fees to be charged for these services. Services to the IGI Funds are provided under investment management and distribution agreements. The majority of these agreements are subject to annual review and approval by each Fund’s board of trustees. Our revenues are largely dependent on the total value and composition of assets under management. Accordingly, fluctuations in financial markets and composition of assets under management can significantly impact our revenues and results of operations.

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, 2014 (the “2014 Form 10-K”).

The accompanying unaudited consolidated financial statements are prepared consistent with the accounting policies described in Note 2 to the consolidated financial statements included in our 2014 Form 10-K except as noted below. 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 September 30, 2015, the results of operations for the three and nine months ended September 30, 2015 and 2014, and cash flows for the nine months ended September 30, 2015 and 2014 in conformity with accounting principles generally accepted in the United States.

The Company has classified its investments in certain sponsored funds as either equity method investments (when the Company owns between 20% and 50% of the fund) or as available for sale investments (when the Company owns less than 20% of the fund) as described in Note 4 to the unaudited consolidated financial statements. Effective July 1, 2015, $160.2 million of investments previously classified as available for sale investments were reclassified as equity method investments, representing seed investments in which the Company owns between 20% and 50% of the fund. Prior to July 1, 2015, the difference in accounting for these investments as available for sale investments compared to equity method investments was considered immaterial. However, due primarily to market action during the three-month period ended September 30, 2015, the difference in applying the equity method of accounting became more significant. As a result of this classification change, during the three months ended September 30, 2015, $2.1 million of unrealized losses were reclassified from other comprehensive income and recognized in the consolidated statement of income. In future periods, the Company will account for all investments in sponsored funds in which the Company owns between 20% and 50% as equity method securities.

Consolidation

We provide seed capital to our new investment products at the time we launch the products. These investment products include certain of the Advisors Funds and the Ivy Funds (“1940 Act Mutual Funds”), the SICAV and IGI Funds, limited liability companies (“LLCs”), and an open-end mutual fund organized in Canada (the “Canadian Mutual Fund”).

Seeded investments in 1940 Act Mutual Funds and the Canadian Mutual Fund are organized under a series fund structure, whereby each open-ended mutual fund represents a separate share class of a legal entity organized under a statutory trust. The Company has determined that the 1940 Act Mutual Funds and the Canadian Mutual Fund are voting interest entities because the structure of the investment product is such that the voting rights held by the equity holders provide for equality among equity investors. To the extent

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material, these investment products would be consolidated if Company ownership, directly or indirectly, represents a majority interest.

The Company has concluded that seed investments in the privately offered funds, which are structured as investment companies in the legal form of LLCs, are variable interest entities, but qualify for the deferral to certain provisions of Accounting Standards Codification (“ASC”) Subtopic 810-10, “Consolidation — Overall,” afforded by Accounting Standards Update (“ASU”) 2010-10, “Consolidation — Amendments for Certain Investment Funds” (the “Investment Company deferral”). The Company is not the primary beneficiary of the LLC investments as we do not absorb a majority of the expected variability of the LLC. The LLCs are investment companies and follow the guidance within ASC Topic 946, “Financial Services — Investment Companies.” If the Company is determined to be the primary beneficiary of a LLC, the LLC would be consolidated on the Company’s financial statements to the extent material.

The Company has determined the SICAV to be a voting interest entity, as its legal structure and the powers of its equity investors prevents the SICAV from meeting the characteristics of being a variable interest entity. To the extent material, the Company would be required to consolidate the SICAV if ownership of the SICAV, directly or indirectly, represents more than 50% of the outstanding voting shares of the SICAV.

2. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and short-term investments. We consider all highly liquid investments with maturities upon acquisition of 90 days or less to be cash equivalents. Cash and cash equivalents — restricted represents cash held for the benefit of customers segregated in compliance with federal and other regulations.

3. Accounting Pronouncements Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. This ASU will supersede much of the existing revenue recognition guidance in accounting principles generally accepted in the United States and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period; early application is permitted for the first interim period within annual reporting periods beginning after December 15, 2016. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating which transition method to apply and the estimated impact the adoption of this ASU will have on our consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis.” The amendments in this ASU will affect all companies that are required to evaluate whether they should consolidate another entity. Additionally, the amendments in this ASU rescind the indefinite deferral of FASB Statement 167, “Amendments to FASB Interpretation No. 46(r)” included in FASB ASU 2010-10, ASU 2015-02 will be effective for annual reporting periods after December 15, 2015, including interim periods within that reporting period. This standard permits the use of either a full retrospective or a modified retrospective approach. The Company believes that the adoption of this ASU on January 1, 2016, will result in an immaterial impact to our consolidated financial statements and related disclosures regarding our seeded investments in the 1940 Act Funds and the Canadian Mutual Fund. The Company is evaluating which approach to apply and the estimated impact the adoption of this ASU will have on our consolidated financial statements and related disclosures regarding our LLCs and our seeded investments in the SICAV and IGI Funds.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for annual reporting periods beginning after

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December 15, 2015, including interim periods within that reporting period; early adoption is permitted. The Company believes that the adoption of this ASU in 2016 will result in an immaterial impact to our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer would account for the software license element of the arrangement consistent with its accounting for the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer would account for the arrangement as a service contract. The proposed guidance would not change GAAP for a customer’s accounting of software license or service contracts. This standard will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015; early adoption is permitted. The Company believes that the adoption of this ASU in 2016 will result in an immaterial impact to our consolidated financial statements.

4. Investment Securities

Investment securities at September 30, 2015 and December 31, 2014 are as follows:

	Amortized		Unrealized	Unrealized
September 30, 2015	cost		gains	losses		Fair value
	(in thousands)
Available for sale securities:
Sponsored funds	$	48,043	412	(6,376	)	42,079
Sponsored privately offered funds	500		323	—		823
	$	48,543	735	(6,376	)	42,902
Equity method securities:
Sponsored funds						143,438
Sponsored privately offered funds						2,944
						146,382
Trading securities:
Mortgage-backed securities						22
Corporate bonds						6
Common stock						80
Sponsored funds						30,045
						30,153

Total investment securities						$	219,437

	Amortized		Unrealized	Unrealized
December 31, 2014	cost		gains	losses		Fair value
	(in thousands)
Available for sale securities:
Sponsored funds	$	160,675	2,177	(5,392	)	157,460
Sponsored privately offered funds	1,750		2,060	—		3,810
	$	162,425	4,237	(5,392	)	161,270
Trading securities:
Mortgage-backed securities						28
Common stock						72
Sponsored funds						81,913
						82,013

Total investment securities						$	243,283

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Sponsored funds

The Company has classified its investments in certain sponsored funds as either equity method investments (when the Company owns between 20% and 50% of the fund) or as available for sale investments (when the Company owns less than 20% of the fund). We do not hold a majority interest in any of our sponsored funds as of September 30, 2015. As a result, there are no sponsored funds consolidated in our financial statements.

Sponsored privately offered funds

The Company holds variable interests in, but is not the primary beneficiary of, certain sponsored privately offered funds. The Company held investments in these funds totaling $3.8 million as of September 30, 2015 and December 31, 2014, which is our maximum loss exposure.

Purchases of trading securities during the nine months ended September 30, 2015 were $0.3 million. Sales of trading securities were $0.3 million for the same period. As described in Note 1 to the unaudited consolidated financial statements, effective July 1, 2015, $160.2 million of investments previously classified as available for sale securities were classified as equity method securities, representing seed investments in which the Company owns between 20% and 50% of the fund. As a result, during the three months ended September 30, 2015, $2.1 million of unrealized losses were reclassified from other comprehensive income and recognized in the consolidated statement of income.

A summary of available for sale sponsored funds with fair values below carrying values at September 30, 2015 and December 31, 2014 is as follows:

Less than 12 months

12 months or longer

Total

Unrealized

Fair

Unrealized

Fair

Unrealized

September 30, 2015

Fair value

losses

value

losses

value

losses

(in thousands)

Sponsored funds

66,858

(5,362

)

1,187

(30

)

68,045

(5,392

)

Based upon our assessment of these sponsored funds, the time frame the investments have been in a loss position and our intent to hold sponsored funds until they have recovered, we determined that a write-down was not necessary at September 30, 2015.

A corporate bond accounted for as trading and held as of September 30, 2015 matures in 2018 and mortgage-backed securities accounted for as trading and held as of September 30, 2015 mature in 2022.

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

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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.

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 fair value of municipal bonds is measured based on pricing models that take into account, among other factors, information received from market makers and broker/dealers, current trades, bid-wants lists, offerings, market movements, the callability of the bond, state of issuance and benchmark yield curves. The fair value of equity derivatives is measured based on active market broker quotes, evaluated broker quotes and evaluated prices from vendors.

Securities’ values classified as Level 3 are primarily determined through the use of a single quote (or multiple quotes) from dealers in the securities using proprietary valuation models. These quotes involve significant unobservable inputs, and thus, the related securities are classified as Level 3 securities.

The following tables summarize our investment securities as of September 30, 2015 and December 31, 2014 that are recognized in our consolidated balance sheets using fair value measurements based on the differing levels of inputs.

September 30, 2015	Level 1		Level 2	Level 3	Total
	(in thousands)
Mortgage-backed securities	$	—	22	—	22
Corporate bonds	—		6	—	6
Common stock	80		—	—	80
Sponsored funds	215,562		—	—	215,562
Sponsored privately offered funds	3,723		7	37	3,767
Total	$	219,365	35	37	219,437

December 31, 2014	Level 1		Level 2	Level 3	Total
	(in thousands)
Mortgage-backed securities	$	—	28	—	28
Common stock	72		—	—	72
Sponsored funds	239,373		—	—	239,373
Sponsored privately offered funds	3,770		4	36	3,810
Total	$	243,215	32	36	243,283

5. 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. Goodwill and identifiable

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intangible assets (all considered indefinite lived) at September 30, 2015 and December 31, 2014 are as follows:

	September 30,		December 31,
	2015		2014
	(in thousands)

Goodwill	$	106,970	106,970

Mutual fund management advisory contracts	42,748		42,753
Mutual fund management subadvisory contracts	8,400		8,400
Total identifiable intangible assets	51,148		51,153

Total	$	158,118	158,123

6. Indebtedness

Debt is reported at its carrying amount in the consolidated balance sheet. The fair value of the Company’s outstanding indebtedness is approximately $205.0 million at September 30, 2015 compared to the carrying value of $190.0 million. Fair value is calculated based on Level 2 inputs.

7. Income Tax Uncertainties

As of January 1, 2015 and September 30, 2015, the Company had unrecognized tax benefits, including penalties and interest, of $11.6 million ($8.3 million net of federal benefit) and $12.5 million ($9.1 million net of federal benefit), respectively, that if recognized, would impact the Company’s effective tax rate. In the accompanying consolidated balance sheet, 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; unrecognized tax benefits that reduce a net operating loss, similar tax loss, or tax credit carryforward are presented as a reduction to either current or noncurrent deferred income taxes, as applicable.

The Company’s accounting policy with respect to interest and penalties related to income tax uncertainties is to classify these amounts as income taxes. As of January 1, 2015, the total amount of accrued interest and penalties related to uncertain tax positions recognized in the consolidated balance sheet was $3.5 million ($2.9 million net of federal benefit). The total amount of penalties and interest, net of federal benefit, related to income tax uncertainties recognized in the statement of income for the nine month period ended September 30, 2015 was $0.1 million. The total amount of accrued penalties and interest related to uncertain tax positions at September 30, 2015 of $3.6 million ($2.9 million net of federal benefit) is included in the total unrecognized tax benefits described above.

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 2012, 2013 and 2014 federal income tax returns are open tax years that remain subject to potential future audit. State income tax returns for all years after 2011 and, in certain states, income tax returns for 2011, are subject to potential future audit by tax authorities in the Company’s major state tax jurisdictions.

The Company is currently being audited in various state jurisdictions. It is reasonably possible that the Company will settle the audits in these jurisdictions within the next 12-month period. The Company’s liability for unrecognized tax benefits, including penalties and interest, is not expected to decrease significantly upon settlement of these audits. Additionally, such settlements are not anticipated to have a significant impact on the results of operations.

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8. Pension Plan and Postretirement Benefits Other Than Pension

We provide a non-contributory retirement plan that covers substantially all employees and certain vested employees of our former parent company (the “Pension Plan”). Benefits payable under the Pension Plan are based on employees’ years of service and compensation during the final 10 years of employment. We also sponsor an unfunded defined benefit postretirement medical plan that covers substantially all employees, as well as our advisors, who are independent contractors. The medical plan is contributory with participant contributions adjusted annually. The medical plan does not provide for post age 65 benefits with the exception of a small group of employees that were grandfathered when such plan was established.

The components of net periodic pension and other postretirement costs related to these plans were as follows:

	Pension Benefits					Other Postretirement Benefits			Pension Benefits				Other Postretirement Benefits
	Three months ended September 30,					Three months ended September 30,			Nine months ended September 30,				Nine months ended September 30,
	2015			2014		2015	2014		2015		2014		2015	2014
	(in thousands)								(in thousands)
Components of net periodic benefit cost:
Service cost	$	3,020		2,521		227	180		9,061		7,563		683	540
Interest cost	2,105			2,099		99	99		6,315		6,297		297	297
Expected return on plan assets	(3,628		)	(3,504	)	—	—		(10,884	)	(10,512	)	—	—
Actuarial (gain) loss amortization	1,293			373		—	(4	)	3,879		1,121		—	(12	)
Prior service cost amortization	115			117		5	14		345		351		15	42
Transition obligation amortization	1			1		—	—		3		3		—	—

Total(1)	$	2,906		1,607		331	289		8,719		4,823		995	867

(1) Approximately 60% of net periodic pension and other postretirement benefit costs are included in compensation and related costs on the consolidated statements of income, while the remainder is included in underwriting and distribution expense.

During the first quarter of 2015, we contributed $20.0 million to the Pension Plan.

9. Stockholders’ Equity

Earnings per Share

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

	Three months ended			Nine months ended
	September 30,			September 30,
	2015		2014	2015	2014
	(in thousands, except per share amounts)

Net income	$	48,058	74,586	182,616	232,438

Weighted average shares outstanding, basic and diluted	83,469		84,242	83,709	84,775

Earnings per share, basic and diluted	$	0.58	0.89	2.18	2.74

Dividends

On July 15, 2015, the Board of Directors approved a dividend on our common stock in the amount of $0.43 per share to stockholders of record on October 12, 2015 to be paid on November 2, 2015. The total

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dividend to be paid is approximately $35.7 million and is included in other current liabilities as of September 30, 2015.

Common Stock Repurchases

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

There were 812,764 shares and 614,062 shares repurchased in the open market or privately during the three months ended September 30, 2015 and 2014, respectively, which includes 108 shares and 1,962 shares, respectively, repurchased from employees who tendered shares to cover their minimum income tax withholdings with respect to vesting of stock awards during these same reporting periods. There were 1,435,355 shares and 1,522,270 shares repurchased in the open market or privately during the nine months ended September 30, 2015 and 2014, respectively, which includes 312,199 shares and 428,081 shares, respectively, repurchased from employees who tendered shares to cover their minimum income tax withholdings with respect to vesting of stock awards during each of these two periods.

Accumulated Other Comprehensive Income (Loss)

The following tables summarize other comprehensive income (loss) activity for the three and nine months ended September 30, 2015 and September 30, 2014.

Three months ended September 30, 2015	Unrealized (gains) losses on investment securities			Change in valuation allowance for unrealized gains (losses) on investment securities		Pension and postretirement benefits		Total accumulated other comprehensive income (loss)
	(in thousands)
Balance at June 30, 2015	$	(2,713	)	(2,649	)	(46,369	)	(51,731	)

Other comprehensive loss before reclassification	(2,165		)	(1,262	)	—		(3,427	)
Amount reclassified from accumulated other comprehensive income	1,330			776		888		2,994
Net current period other comprehensive income (loss)	(835		)	(486	)	888		(433	)

Balance at September 30, 2015	$	(3,548	)	(3,135	)	(45,481	)	(52,164	)

Three months ended September 30, 2014	Unrealized (gains) losses on investment securities			Change in valuation allowance for unrealized gains (losses) on investment securities		Pension and postretirement benefits		Total accumulated other comprehensive income (loss)
	(in thousands)
Balance at June 30, 2014	$	4,078		1,353		(19,187	)	(13,756	)

Other comprehensive income before reclassification	(2,317		)	(1,357	)	—		(3,674	)
Amount reclassified from accumulated other comprehensive income	(813		)	(475	)	315		(973	)
Net current period other comprehensive income	(3,130		)	(1,832	)	315		(4,647	)

Balance at September 30, 2014	$	948		(479	)	(18,872	)	(18,403	)

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Nine months ended September 30, 2015	Unrealized (gains) losses on investment securities			Change in valuation allowance for unrealized gains (losses) on investment securities		Pension and postretirement benefits		Total accumulated other comprehensive income (loss)
	(in thousands)
Balance at December 31, 2014	$	(727	)	(1,471	)	(48,245	)	(50,443	)

Other comprehensive loss before reclassification	(2,387		)	(1,420	)	—		(3,807	)
Amount reclassified from accumulated other comprehensive income	(434		)	(244	)	2,764		2,086
Net current period other comprehensive income (loss)	(2,821		)	(1,664	)	2,764		(1,721	)

Balance at September 30, 2015	$	(3,548	)	(3,135	)	(45,481	)	(52,164	)

Nine months ended September 30, 2014	Unrealized (gains) losses on investment securities			Change in valuation allowance for unrealized gains (losses) on investment securities		Pension and postretirement benefits		Total accumulated other comprehensive income (loss)
	(in thousands)
Balance at December 31, 2013	$	3,150		810		(19,819	)	(15,859	)

Other comprehensive income before reclassification	239			138		—		377
Amount reclassified from accumulated other comprehensive income	(2,441		)	(1,427	)	947		(2,921	)
Net current period other comprehensive income	(2,202		)	(1,289	)	947		(2,544	)

Balance at September 30, 2014	$	948		(479	)	(18,872	)	(18,403	)

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

For the three months ended September 30, 2015

	Pre-tax			Tax (expense) benefit		Net of tax		Statement of income line item
	(in thousands)
Reclassifications included in net income:
Sponsored funds investment losses	$	(2,119	)	789		(1,330	)	Investment and other income (loss)
Valuation allowance	—			(776	)	(776	)	Provision for income taxes
Amortization of pension and postretirement benefits	(1,414		)	526		(888	)	Underwriting and distribution expense and Compensation and related costs
Total	$	(3,533	)	539		(2,994	)

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For the three months ended September 30, 2014

	Pre-tax			Tax (expense) benefit		Net of tax		Statement of income line item
	(in thousands)
Reclassifications included in net income:
Realized gain on sale of sponsored investment securities	$	1,290		(477	)	813		Investment and other income (loss)
Valuation allowance	—			475		475		Provision for income taxes
Amortization of pension and postretirement benefits	(501		)	186		(315	)	Underwriting and distribution expense and Compensation and related costs
Total	$	789		184		973

For the nine months ended September 30, 2015

	Pre-tax			Tax (expense) benefit		Net of tax		Statement of income line item
	(in thousands)
Reclassifications included in net income:
Sponsored funds investment gains	$	685		(251	)	434		Investment and other income (loss)
Valuation allowance	—			244		244		Provision for income taxes
Amortization of pension and postretirement benefits	(4,241		)	1,477		(2,764	)	Underwriting and distribution expense and Compensation and related costs
Total	$	(3,556	)	1,470		(2,086	)

For the nine months ended September 30, 2014

	Pre-tax			Tax (expense) benefit		Net of tax		Statement of income line item
	(in thousands)
Reclassifications included in net income:
Realized gain on sale of sponsored investment securities	$	3,875		(1,434	)	2,441		Investment and other income (loss)
Valuation allowance	—			1,427		1,427		Provision for income taxes
Amortization of pension and postretirement benefits	(1,505		)	558		(947	)	Underwriting and distribution expense and Compensation and related costs
Total	$	2,370		551		2,921

10. 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 results of operations in a particular quarter or year.

The Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. 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

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information. For contingencies where an unfavorable outcome is reasonably possible and that are significant, the Company discloses the nature of the contingency 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. In our opinion, the likelihood that any pending legal proceeding, regulatory investigation, claim, or other contingency will have a material adverse effect on our business, financial condition or results of operations is remote.

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 assets under management, distribution sources, expense levels, redemption rates 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 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, 2014, which include, without limitation:

· The loss of existing distribution channels or inability to access new distribution channels;

· A reduction in assets under our management 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;

· 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;

· The ability of mutual fund and other investors to redeem their investments without prior notice or on short notice;

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

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· Our inability to attract and retain senior executive management and other key personnel to conduct our broker/dealer, fund management and investment management advisory 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.

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, 2014 and as updated in our quarterly reports on Form 10-Q for the year ending December 31, 2015. 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

Founded in 1937, 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. Significant increases or decreases in the various securities markets can have a material impact on our results of operations, financial condition and cash flows.

We derive our revenues from providing investment management and advisory services, investment product underwriting and distribution, and shareholder services administration to the Waddell & Reed Advisors group of mutual funds (the “Advisors Funds”), Ivy Funds (the “Ivy Funds”), Ivy Funds Variable Insurance Portfolios (the “Ivy Funds VIP”) and InvestEd Portfolios (“InvestEd”) (collectively, the Advisors Funds, Ivy Funds, Ivy Funds VIP and InvestEd are referred to as the “Funds”), the Ivy Global Investors Fund SICAV and its sub-funds (the “IGI Funds”), and institutional and separately managed accounts. Investment management and/or advisory fees are based on the amount of average assets under management and are affected by sales levels, financial market conditions, redemptions and the composition of assets. Our underwriting and distribution revenues consist of Rule 12b-1 asset-based service and distribution fees, fees earned on fee-based asset allocation products and related advisory services, 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 and portfolio accounting and administration fees, and is earned based on assets under management or number of client accounts. Our major expenses are for commissions, employee compensation, field support, dealer services and information technology.

One of our distinctive qualities is that we distribute our investment products through a balanced distribution network. Our retail products are distributed through our Wholesale channel, which includes third parties such as other broker/dealers, registered investment advisors and various retirement platforms, or through our Advisors channel sales force of independent financial advisors. Through our Institutional channel, we distribute a variety of investment styles for a variety of types of institutions.

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Company Developments

· In October 2015, Ivy Funds launched two income-oriented mutual funds in partnership with Apollo Credit Management. The Ivy Apollo Strategic Income Fund invests among three investment strategies: Apollo’s total return and Ivy’s global bond and high income. The Ivy Apollo Multi-Asset Income Fund invests among four investment strategies: Apollo’s total return and Ivy’s high income, global equity income and global real estate, which is subadvised by LaSalle Investment Management Securities.

· Our assets under management decreased 18% from $128.9 billion at September 30, 2014 to $106.2 billion at September 30, 2015 driven by net outflows of $15.2 billion and market depreciation of $7.5 billion. Our average assets under management decreased 14% from $133.1 billion for the quarter ended September 30, 2014 to $114.8 billion for the quarter ended September 30, 2015.

· Operating revenues of $376.1 million in the third quarter of 2015 decreased $33.4 million, or 8%, compared to the third quarter of 2014.

· Operating income of $109.0 million in the third quarter of 2015 decreased $16.1 million, or 13%, compared to the third quarter of 2014. Our operating margin of 29.0% for the quarter ended September 30, 2015 declined from 30.6% for the quarter ended September 30, 2014. Net income of $48.1 million for the third quarter of 2015 decreased $26.5 million, or 36%, compared to this same period a year ago.

· The third quarter of 2015 included $15.3 million of mark-to-market investment losses for sponsored funds (Advisor Funds, Ivy Funds and IGI Funds) held as equity method investments in our investment portfolio. These unrealized losses increased our capital loss carryforward and resulted in a corresponding increase to a valuation allowance. This resulted in the inability to recognize a tax benefit of $6.7 million.

· Company-wide sales in the third quarter of 2015 decreased 24% compared to sales in the third quarter of 2014. Diversification remains our focus as sales exceeded $100.0 million for eight investment strategies during the third quarter of 2015. Of these investment strategies, sales for three strategies exceeded $500.0 million.

· Outflows from the Asset Strategy funds comprised 88% of total outflows in our retail distribution channel in the third quarter of 2015.

· Our balance sheet remains solid, and we ended the third quarter of 2015 with cash and investments of $832.1 million.

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Assets Under Management

Assets under management at September 30, 2015 decreased 12% to $106.2 billion from $120.7 billion at June 30, 2015 due to market depreciation of $10.4 billion and outflows of $4.2 billion.

Change in Assets Under Management(1)

	Third Quarter 2015
	Wholesale			Advisors		Institutional		Total
	(in millions)

Beginning Assets	$	57,545		45,947		17,214		120,706

Sales(2)	2,768			1,238		465		4,471
Redemptions	(5,569		)	(1,242	)	(1,817	)	(8,628	)
Net Exchanges	265			(265	)	—		—
Net Flows	(2,536		)	(269	)	(1,352	)	(4,157	)

Market Depreciation/Other	(5,689		)	(3,463	)	(1,205	)	(10,357	)
Ending Assets	$	49,320		42,215		14,657		106,192

	Third Quarter 2014
	Wholesale			Advisors		Institutional		Total
	(in millions)

Beginning Assets	$	71,671		45,797		18,165		135,633

Sales(2)	4,269			1,322		328		5,919
Redemptions	(7,008		)	(1,146	)	(727	)	(8,881	)
Net Exchanges	112			(112	)	—		—
Net Flows	(2,627		)	64		(399	)	(2,962	)

Market Depreciation/Other	(2,669		)	(953	)	(163	)	(3,785	)
Ending Assets	$	66,375		44,908		17,603		128,886

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

(2) Primarily gross sales (net of sales commission), but also includes net reinvested dividends and capital gains and investment income.

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Assets under management decreased to $106.2 billion at September 30, 2015 compared to $123.7 billion at December 31, 2014 due to outflows of $8.8 billion and market depreciation of $8.7 billion.

	Year to Date 2015
	Wholesale			Advisors		Institutional		Total
	(in millions)

Beginning Assets	$	60,335		45,517		17,798		123,650

Sales(2)	9,877			3,856		1,968		15,701
Redemptions	(16,386		)	(3,800	)	(4,280	)	(24,466	)
Net Exchanges	633			(633	)	—		—
Net Flows	(5,876		)	(577	)	(2,312	)	(8,765	)

Market Depreciation/Other	(5,139		)	(2,725	)	(829	)	(8,693	)
Ending Assets	$	49,320		42,215		14,657		106,192

	Year to Date 2014
	Wholesale			Advisors		Institutional		Total
	(in millions)

Beginning Assets	$	67,055		43,667		15,821		126,543

Sales(2)	16,150			4,214		3,075		23,439
Redemptions	(14,933		)	(3,350	)	(2,257	)	(20,540	)
Net Exchanges	(173		)	(312	)	485		—
Net Flows	1,044			552		1,303		2,899

Market Appreciation (Depreciation)/Other	(1,724		)	689		479		(556	)
Ending Assets	$	66,375		44,908		17,603		128,886

(2) Primarily gross sales (net of sales commission), but also includes net reinvested dividends and capital gains and investment income.

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Average assets under management, which are generally more indicative of trends in revenue for providing investment management services than the quarter over quarter change in ending assets under management, are presented below.

Average Assets Under Management

	Third Quarter 2015
	Wholesale		Advisors	Institutional	Total
	(in millions)

Asset Class:
Equity	$	44,286	33,271	14,730	$

WADDELL & REED FINANCIAL INC - FORM 10-Q - November 9, 2015

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