OVERLAND PARK, Kan., Jan. 27 /PRNewswire-FirstCall/ -- Waddell & Reed Financial, Inc. (NYSE: WDR) today reported financial results for the fourth quarter of 2008, which include significant restructuring, impairment and special charges due to the recent crisis in the financial markets, resulting in a 21% sequential decline in assets under management. Management believes these charges are highly unusual and a direct result of the above mentioned market action.

For the fourth quarter of 2008, the Company reported a net loss of $0.7 million, or ($0.01) per share. Excluding unusual and non-recurring charges, fourth quarter net income would have been $17.4 million, or $0.21 per diluted share compared to net income of $33.4 million, or $0.40 per diluted share during the third quarter. The comparative fourth quarter of 2007 had net income of $35.1 million, or $0.42 per diluted share. In addition to reporting results in accordance with generally accepted accounting principles ("GAAP"), management believes adjusting results to exclude unusual charges provides investors with important data for evaluating results and financial performance compared to other periods. A schedule reconciling GAAP net income and earnings per share to adjusted results is provided on page 6.

Restructuring, Impairment and Special Charges

The last five months of 2008 were among the most difficult in the history of the financial markets. As a direct result of the financial crisis, we have experienced a severe decline in assets under management and associated revenues. Lower asset levels and forecasted revenues, and maintaining an acceptable level of profitability were largely the factors that lead to the following charges:


    *  $16.5 million restructuring charge consisting primarily of severance
       costs associated with our voluntary separation program.
    *  $7.9 million of bonus accrual reversal to reflect lower bonus awards in
       2008.
    *  $6.5 million impairment charge reducing our deferred acquisition cost
       asset due to lower level of assets under management.
    *  $7.2 million goodwill impairment charge for our subsidiary Austin
       Calvert and Flavin.
    *  $2.1 million charge related to the settlement of miscellaneous
       litigation and other matters.

    The following table provides after-tax and per-share information on each
item:


                                                  In thousands       Per share
    GAAP Net Loss                                     ($730)           ($0.01)
    Restructuring, impairment and special
     charges (net of taxes)
       Restructuring                                 10,524              0.12
       Bonus adjustment                              (5,052)            (0.06)
       Write down of DAC                              4,114              0.05
       Impairment charge                              7,222              0.09
       Miscellaneous charge                           1,354              0.02
    Adjusted Net Income                             $17,432             $0.21

    Weighted average shares outstanding - diluted                      82,218


    Business Discussion

Management commentary

"The ongoing financial crisis provided the backdrop for an extremely difficult quarter," said Hank Herrmann, Chief Executive Officer of Waddell & Reed Financial, Inc. "Market action impacting our operating results was the most severe I've observed in my career and probably marks the most acute sequential quarterly decline in assets under management in our Company's 70 year history. The steps we took during the quarter position us to deal more effectively with the market environment and the management of our business."

Advisors channel

Gross sales during the quarter were $705 million, a 19% decline compared to the third quarter and a 30% decline compared to the same period last year. Net outflows were $254 million compared to inflows of $6 million during the third quarter of 2008 and outflows of $2 million during the fourth quarter of 2007.

Wholesale channel

Gross sales were $1.9 billion during the quarter compared to $3.7 billion and $4.0 billion during the third quarter of 2008 and fourth quarter of 2007, respectively. Net outflows of $1.8 billion compared to inflows of $1.0 billion during the third quarter of 2008 and $3.0 billion during the fourth quarter of 2007.

Institutional channel

Gross sales during the quarter were $439 million, a 22% decline compared to the third quarter of 2008 and a 60% decline compared to the fourth quarter of 2007. Flows were positive in each comparative period with net inflows of $80 million in the current period, $283 million during the third quarter of 2008 and $768 million during the fourth quarter of 2007.

Management Fee Revenue Analysis

We earn management fee revenues by providing investment management services to our retail funds and institutional clients. These revenues are based on the amount of average assets under management and influenced by asset composition, sales, redemptions, and financial market conditions.

Average assets under management declined 28% on a sequential quarter basis and 23% compared to last year's fourth quarter. A lower effective management fee rate also impacted revenues. The effective management fee rate declined to 62.8 basis points in the current quarter compared to 64.2 basis points and 66.9 basis points in the third quarter of 2008 and fourth quarter of 2007, respectively. The decline in rate is due to a mix-shift in assets under management to lower fee products, including money market and fixed income products that now equate to 15.3% of average assets under management compared to 10.5% during the fourth quarter of 2007.

Underwriting and Distribution Revenue and Expense Analysis

Advisors channel

On a sequential basis, the decline in revenues was largely due to lower asset-based fees as average assets under management declined 25% since September 30th. Partly offsetting this decline were higher sales of insurance products and, to a lesser degree, higher financial planning fees. Direct expenses dropped in correlation with lower levels of assets under management, while lower sales convention and management bonus costs led to a slight decline in indirect expenses, despite an increase in health care costs.

Compared to last year's fourth quarter, revenues declined on a combination of lower asset-based fees and lower front-load sales volume. Slightly offsetting this decline were higher asset-based fees in our asset allocation products and higher sales of insurance products. Direct expenses were lower due to a decline in sales volume and lower assets under management. Indirect expenses remained largely unchanged.

Wholesale channel

Sequentially, the decline in revenue was largely due to lower asset-based service and distribution fees. Higher contingent deferred sales charges collected on early redemptions of mutual fund assets partially offset this decline in revenues. Direct expenses declined due to lower asset-based service and distribution costs and largely offset by the write down of deferred acquisition costs in this year's fourth quarter. Indirect expenses declined due to lower meeting and travel costs.

Compared to the same period last year, revenues increased slightly as lower front-load sales commission revenues partially offset higher contingent deferred sales charges collected on early withdrawal of mutual fund assets. Direct expenses were relatively unchanged. Lower asset-based service and distribution costs were almost entirely offset by the write down of deferred acquisition costs during the current quarter. Indirect expenses were largely unchanged.

Compensation and Related Expense Analysis

Compensation and related costs were lower compared to both the third quarter of 2008 and the fourth quarter of 2007 due to a reversal of previously accrued bonuses and an overall lower bonus pool this year to reflect market and economic conditions that developed during the second half of 2008.

General and Administrative Expense Analysis

The increase in general and administrative costs, compared to both the third quarter of 2008 and the fourth quarter of 2007, was due primarily to the restructuring charge associated with our voluntary separation program. A total of 169 employees accepted the voluntary separation program, which for most was effective by December 31, 2008. While the cost of this restructuring was recorded in general and administrative expense, the savings in future periods will primarily be in compensation expense and indirect underwriting and distribution expense. We also experienced higher costs in the Wholesale channel, including charges for expense limitation on certain smaller funds and higher fees to distribution partners.

Subadvisory Fees

Subadvisory fees declined compared to both the third quarter of 2008 and the fourth quarter of 2007 due to the decline in subadvised assets under management. Subadvised average assets under management were $5.0 billion in the current quarter, compared to $10.6 billion during the third quarter of 2008 and $12.0 billion during the fourth quarter of 2007.

Investment and Other Income/Loss

During the current quarter, we recorded an investment and other income loss of $0.3 million due primarily to mark-to-market adjustments in our mutual fund trading portfolios. These losses were substantially offset by dividends and capital gains and to a lesser extent, interest income.

Tax Rate

During the quarter, our effective tax rate increased to 121.6%, compared to 36.2% in the previous quarter, and 36.8% during last year's comparable period. This increase was primarily the result of the ACF goodwill impairment charge recorded during the quarter, which is non-deductible for tax purposes.

Balance Sheet Information

Cash and cash equivalents and investment securities were $269 million (excluding $49 million held for the benefit of customers segregated in compliance with federal and other regulations). We have no short-term borrowings against our $175 million credit facility.

Stockholders' equity was $320 million and there were 84.9 million shares outstanding. During the quarter, we repurchased 0.6 million shares on the open market or privately at an aggregate cost of $9.1 million for an annual total of 3.3 million shares and total aggregate cost of $93.0 million.




     Unaudited Schedule of Operating Data
     (Amounts in thousands, except for per share data)
                                                         2007
                                         1st Qtr.  2nd Qtr. 3rd Qtr.  4th Qtr.
    Operating Revenues:
       Investment management fees         $82,860  $89,383  $94,806  $105,296
       Underwriting and distribution fees  84,016   88,556   92,168   106,345
       Shareholder service fees            22,623   23,347   23,678    24,476
       Total operating revenues           189,499  201,286  210,652   236,117
    Operating Expenses:
       Underwriting and distribution       94,397   99,528  105,604   122,745
       Compensation and related costs      26,932   28,312   28,760    31,901
       General and administrative          10,083   11,840   12,745    13,819
       Subadvisory fees                     9,215   10,638   11,459    12,532
       Depreciation                         3,043    3,062    3,167     3,140
       Goodwill impairment                      0        0        0         0
       Total operating expenses           143,670  153,380  161,735   184,137
    Operating Income:                      45,829   47,906   48,917    51,980
    Investment and other income             2,480    2,609    4,831     6,532
    Interest expense                       (2,984)  (2,982)  (2,984)   (2,974)
    Income before taxes                    45,325   47,533   50,764    55,538
    Provision for taxes                    16,598   17,827   18,797    20,441
    Net Income                            $28,727  $29,706  $31,967   $35,097
    Net income per share                     0.35     0.36     0.39      0.42
    Weighted average shares
     outstanding - basic
    Weighted average shares
     outstanding - diluted                 82,803   82,323   82,099    83,676
       Operating margin                     24.2%    23.8%    23.2%     22.0%

                                                       2008
                                       1st Qtr.  2nd Qtr.  3rd Qtr.  4th Qtr.
    Operating Revenues:
      Investment management fees       $102,972  $112,583  $107,911  $76,397
      Underwriting and distribution
       fees                             106,111   114,254   107,054   89,343
      Shareholder service fees           24,986    25,946    26,259   25,304
      Total operating revenues          234,069   252,783   241,224  191,044
    Operating Expenses:
      Underwriting and distribution     124,777   132,292   125,589  114,164
      Compensation and related costs     34,346    32,870    30,701   21,140
      General and administrative         13,833    14,731    14,912   32,894
      Subadvisory fees                   11,834    13,037    10,866    5,385
      Depreciation                        3,140     3,188     3,389    3,481
      Goodwill impairment                     0         0         0    7,222
      Total operating expenses          187,930   196,118   185,457  184,286
    Operating Income:                    46,139    56,665    55,767    6,758
    Investment and other income           2,186     1,817      (530)    (295)
    Interest expense                     (2,978)   (2,982)   (2,984)  (3,143)
    Income before taxes                  45,347    55,500    52,253    3,320
    Provision for taxes                  17,006    20,313    18,888    4,050
    Net Income                          $28,341   $35,187   $33,365    $(730)
    Net income per share                   0.33      0.42      0.40    (0.01)
    Weighted average shares
     outstanding - basic                                              81,320
    Weighted average shares
     outstanding - diluted               84,964    84,594    83,611
      Operating margin                    19.7%     22.4%     23.1%     3.5%


    Underwriting and Distribution
    (Amounts in thousands)
                                                        2007
    Advisors Channel                     1st Qtr. 2nd Qtr. 3rd Qtr.  4th Qtr.
    Revenues                             $56,807  $57,839   $57,728   $65,836
    Expenses
       Direct                             39,340   40,173    39,539    44,461
       Indirect                           20,775   20,057    21,145    22,800
    Total expenses                       $60,115  $60,230   $60,684   $67,261
    Margin                                 -5.8%    -4.1%     -5.1%     -2.2%
    Wholesale Channel (Third-Party)
    Revenues                             $12,968  $15,609   $19,271   $25,343
    Expenses
       Direct                             16,951   20,025    25,340    35,253
       Indirect                            5,001    6,158     6,304     6,820
    Total expenses                       $21,952  $26,183   $31,644   $42,073
    Wholesale Channel (Legend)
    Revenues                             $14,241  $15,108   $15,169   $15,166
    Expenses
       Direct                              9,478   10,165    10,158    10,046
       Indirect                            2,852    2,950     3,118     3,365
    Total expenses                       $12,330  $13,115   $13,276   $13,411
    Consolidated Total
    Revenues                             $84,016  $88,556   $92,168  $106,345
    Expenses
       Direct                             65,769   70,363    75,037    89,760
       Indirect                           28,628   29,165    30,567    32,985
    Total expenses                       $94,397  $99,528  $105,604  $122,745

                                                        2008
    Advisors Channel                    1st Qtr.  2nd Qtr.  3rd Qtr.  4th Qtr.
    Revenues                            $61,677   $63,812   $57,968   $51,886
    Expenses
      Direct                             42,712    44,872    40,106    35,493
      Indirect                           22,616    23,588    23,428    22,752
    Total expenses                      $65,328   $68,460   $63,534   $58,245
    Margin                                -5.9%     -7.3%     -9.6%    -12.3%
    Wholesale Channel (Third-Party)
    Revenues                            $30,345   $35,905   $36,242   $26,156
    Expenses
      Direct                             39,595    43,307    41,520    38,133
      Indirect                            7,252     7,372     8,539     7,011
    Total expenses                      $46,847   $50,679   $50,059   $45,144
    Wholesale Channel (Legend)
    Revenues                            $14,089   $14,537   $12,844   $11,301
    Expenses
      Direct                              9,423     9,695     8,526     7,623
      Indirect                            3,179     3,458     3,470     3,152
    Total expenses                      $12,602   $13,153   $11,996   $10,775
    Consolidated Total
    Revenues                           $106,111  $114,254  $107,054   $89,343
    Expenses
      Direct                             91,730    97,874    90,152    81,249
      Indirect                           33,047    34,418    35,437    32,915
    Total expenses                     $124,777  $132,292  $125,589  $114,164


                               Adjusted Results
                            Reconciliation to GAAP
               (Amounts in thousands except for per share data)

                                          Three Months Ended December 31, 2008
                                               GAAP    Adjustments   Adjusted
    Operating Revenues:
       Investment management fees             $76,397          $-     $76,397
       Underwriting and distribution fees      89,343           -      89,343
       Shareholder service fees                25,304           -      25,304
       Total operating revenues               191,044           -     191,044

    Operating Expenses:
       Underwriting and distribution          114,164      (6,567)    107,597
       Compensation and related costs          21,140       7,463      28,603
       General and administrative              32,894     (18,098)     14,796
       Subadvisory fees                         5,385           -       5,385
       Depreciation                             3,481           -       3,481
       Goodwill impairment                      7,222      (7,222)          -
       Total operating expense                184,286     (24,424)    159,862

    Operating Income                            6,758      24,424      31,182

    Investment and other income                  (295)          -        (295)
    Interest expense                           (3,143)          -      (3,143)

    Income before provision for income taxes    3,320      24,424      27,744
    Provision for income taxes                  4,050       6,262      10,312
    Net Income                                   (730)     18,162      17,432

    Net income per share                        (0.01)       0.22        0.21

    Weighted average shares
     outstanding - basic                       81,320
    Weighted average shares
     outstanding - diluted                                 82,218      82,218


     Changes in Assets Under Management
     (Amounts in millions)
                                                        2007
                                          1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
    Advisors Channel
    Beginning assets                      $29,905  $30,427  $32,153  $34,069
    Sales (net of commissions)                783      866      902    1,000
    Redemptions                              (915)  (1,027)    (922)    (965)
    Net sales                                (132)    (161)     (20)      35
    Net exchanges                             (39)     (46)     (67)     (29)
    Reinvested dividends & capital gains       65      108       80       (8)
    Net flows                                (106)     (99)      (7)      (2)
    Market action                             628    1,825    1,923      495
    Ending assets                         $30,427  $32,153  $34,069  $34,562

    Wholesale Channel
    Beginning assets                      $10,819  $11,996  $14,247  $17,405
    Sales (net of commissions)              1,300    1,703    2,500    3,967
    Redemptions                              (596)    (635)    (701)    (863)
    Net sales                                 704    1,068    1,799    3,104
    Net exchanges                              37       45       65       27
    Reinvested dividends & capital gains       12       35       18      (89)
    Net flows                                 753    1,148    1,882    3,042
    Market action                             424    1,103    1,276    1,090
    Ending assets                         $11,996  $14,247  $17,405  $21,537

    Institutional Channel
    Beginning assets                       $7,677   $7,315   $7,564   $7,908
    Sales (net of commissions)                353      137      282    1,111
    Redemptions                              (899)    (319)    (542)    (368)
    Net sales                                (546)    (182)    (260)     743
    Net exchanges                               0        0        0        0
    Reinvested dividends & capital gains       28       28       24       25
    Net flows                                (518)    (154)    (236)     768
    Market action                             156      403      580       93
    Ending assets                          $7,315   $7,564   $7,908   $8,769

    Consolidated Total
    Beginning assets                      $48,401  $49,738  $53,964  $59,382
    Sales (net of commissions)              2,436    2,706    3,684    6,078
    Redemptions                            (2,410)  (1,981)  (2,165)  (2,196)
    Net sales                                  26      725    1,519    3,882
    Net exchanges                              (2)      (1)      (2)      (2)
    Reinvested dividends & capital gains      105      171      122      (72)
    Net flows                                 129      895    1,639    3,808
    Market action                           1,208    3,331    3,779    1,678
    Ending assets                         $49,738  $53,964  $59,382  $64,868

                                                         2008
                                          1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
    Advisors Channel
    Beginning assets                      $34,562  $32,075  $32,687  $28,505
    Sales (net of commissions)              1,048    1,100      871      705
    Redemptions                              (917)    (914)    (904)  (1,036)
    Net sales                                 131      186      (33)    (331)
    Net exchanges                             (67)     (36)     (27)     (20)
    Reinvested dividends & capital gains       69       93       66       97
    Net flows                                 133      243        6     (254)
    Market action                          (2,620)     369   (4,188)  (4,779)
    Ending assets                         $32,075  $32,687  $28,505  $23,472

    Wholesale Channel
    Beginning assets                      $21,537  $24,532  $28,948  $23,353
    Sales (net of commissions)              5,413    4,574    3,743    1,869
    Redemptions                            (1,171)  (1,243)  (2,714)  (3,413)
    Net sales                               4,242    3,331    1,029   (1,544)
    Net exchanges                              65       35       24       21
    Reinvested dividends & capital gains        6       31       (9)    (299)
    Net flows                               4,313    3,397    1,044   (1,822)
    Market action                          (1,318)   1,019   (6,639)  (4,042)
    Ending assets                         $24,532  $28,948  $23,353  $17,489

    Institutional Channel
    Beginning assets                       $8,769   $8,285   $8,489   $7,926
    Sales (net of commissions)                696      664      560      439
    Redemptions                              (365)    (497)    (303)    (396)
    Net sales                                 331      167      257       43
    Net exchanges                               0        0        0        0
    Reinvested dividends & capital gains       27       29       26       37
    Net flows                                 358      196      283       80
    Market action                            (842)       8     (846)  (1,483)
    Ending assets                          $8,285   $8,489   $7,926   $6,523

    Consolidated Total
    Beginning assets                      $64,868  $64,892  $70,124  $59,784
    Sales (net of commissions)              7,157    6,338    5,174    3,013
    Redemptions                            (2,453)  (2,654)  (3,921)  (4,845)
    Net sales                               4,704    3,684    1,253   (1,832)
    Net exchanges                              (2)      (1)      (3)       1
    Reinvested dividends & capital gains      102      153       83     (165)
    Net flows                               4,804    3,836    1,333   (1,996)
    Market action                          (4,780)   1,396  (11,673) (10,304)
    Ending assets                         $64,892  $70,124  $59,784  $47,484


    Supplemental Information                            2007
                                         1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
    Redemption rates - long term assets
      Advisors                              9.8%    10.0%     8.8%     8.0%
      Wholesale                            21.0%    18.8%    17.9%    17.3%
      Institutional                        48.0%    17.0%    28.4%    17.4%
      Total                                18.4%    13.3%    14.1%    12.2%

    Sales per advisor (000s)
      Total                                  252      305      296      334
      2+ Years                               371      434      439      505
      0 to 2 Years                            77      102       91       94

    Gross production per advisor (000s)     16.1     15.9     15.2     17.4

    Number of advisors                     2,171    2,175    2,273    2,293

    Number of shareholder accounts (000s)  2,969    3,047    3,142    3,275

    Number of shareholders (000s)            663      688      696      720

                                                        2008
                                         1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
    Redemption rates - long term assets
      Advisors                              8.4%     7.7%     8.2%    12.2%
      Wholesale                            20.6%    18.0%    39.3%    75.2%
      Institutional                        17.5%    23.4%    14.3%    22.9%
      Total                                14.0%    13.8%    21.9%    37.7%

    Sales per advisor (000s)
      Total                                  351      357      272      199
      2+ Years                               548      538      412      309
      0 to 2 Years                           100      105       84       56

    Gross production per advisor (000s)     17.2     17.4     15.0     14.6

    Number of advisors                     2,235    2,285    2,357    2,366

    Number of shareholder accounts (000s)  3,432    3,638    3,736    3,662

    Number of shareholders (000s)            757      850      878      863


    Fund Rankings
    Lipper
    Equity funds                              1 Year     3 Years     5 Years
       Top quartile                              52%         53%         64%
       Top half                                  70%         87%         93%

    Equity assets
       Top quartile                              33%         74%         78%
       Top half                                  79%         89%         91%

    Fixed income funds
       Top quartile                              50%         50%         38%
       Top half                                  71%         71%         85%

    Fixed income funds
       Top quartile                              58%         64%         32%
       Top half                                  83%         83%         94%

    All funds
       Top quartile                              52%         52%         58%
       Top half                                  70%         84%         91%

    All assets
       Top quartile                              36%         72%         72%
       Top half                                  79%         88%         92%

    MorningStar
    % of funds with 4 or 5 stars
    Equity funds                                 56%         56%         63%
    All funds                                    49%         49%         55%

    % of assets with 4 or 5 stars
    Equity funds                                 75%         73%         78%
    All funds                                    67%         65%         70%

Earnings Conference Call

Stockholders, members of the investment community and the general public are invited to listen to a live Web cast of our earnings release conference call today, January 27, 2009 at 10:00 a.m. Eastern. During this call, Henry J. Herrmann, CEO, will review our quarterly results. Live access to the teleconference will be available on the "Corporate" section of our Web site at http://www.waddell.com. A Web cast replay will be made available shortly after the conclusion of the call and accessible for 7 days.

Web site Resources

We invite you to visit the "Corporate" section of our Web site at http://www.waddell.com under the caption "Data Tables" to review supplemental information schedules.

Mutual Fund Investor Contact:

Call (888) WADDELL, or visit http://www.waddell.com or http://www.ivyfunds.com. Past performance is no guarantee of future results. Please invest carefully.

About the Company

Waddell & Reed, Inc., founded in 1937, is one of the oldest mutual fund complexes in the United States, having introduced the Waddell & Reed Advisors Group of Mutual Funds in 1940. Today, we distribute our investment products through the Waddell & Reed Advisors channel (our network of financial advisors), our Wholesale channel (encompassing broker/dealer, retirement, registered investment advisors as well as the activities of our Legend subsidiary), and our Institutional channel (including defined benefit plans, pension plans and endowments, as well as the activities of ACF and our subadvisory partnership with Mackenzie in Canada).

Through its subsidiaries, Waddell & Reed Financial, Inc. provides investment management and financial planning services to clients throughout the United States. Waddell & Reed Investment Management Company serves as investment advisor to the Waddell & Reed Advisors Group of Mutual Funds, Ivy Funds Variable Insurance Portfolios, Inc. and Waddell & Reed InvestEd Portfolios, Inc., while Ivy Investment Management Company serves as investment advisor to Ivy Funds, Inc. and the Ivy Funds portfolios. Waddell & Reed, Inc. serves as principal underwriter and distributor to the Waddell & Reed Advisors Group of Mutual Funds, Ivy Funds Variable Insurance Portfolio, Inc. and Waddell & Reed InvestEd Portfolios, Inc., while Ivy Funds Distributor, Inc. serves as principal underwriter and distributor to Ivy Funds, Inc. and the Ivy Funds portfolios.

Forward-Looking Statements

This press release 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 or on behalf of the Company 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, 2007, which include, without limitation:


    *  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;
    *  Investors' failure to renew our investment management or subadvisory
       agreements, or the terms of any such renewals being on unfavorable
       terms;
    *  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 unsuccessful implementation of new systems or business technology
       platforms, or such implementations not being timely or cost effective;
       and
    *  Changes in, or non-compliance with, laws, regulations or legal,
       regulatory, accounting, tax or compliance requirements or governmental
       policies applicable to the investment management and broker/dealer
       industries.

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, 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, 2007 and as updated in our quarterly reports on Form 10-Q for the year ending December 31, 2008. 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.

SOURCE Waddell & Reed Financial, Inc.