x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Pennsylvania
(State or other jurisdiction of
incorporation or organization) |
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25-1111467
(I.R.S. Employer
Identification No.) |
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Federated Investors Tower
Pittsburgh, Pennsylvania
(Address of principal executive offices)
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15222-3779
(zip code)
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Class B Common Stock, no par value
(Title of each class)
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New York Stock Exchange
(Name of each exchange on which registered)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
(do not check if a smaller reporting company)
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o
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Smaller reporting company
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o
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Page
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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As of December 31,
|
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2016
vs. 2015 |
|
||||||
dollars in millions
|
|
2016
|
|
|
2015
|
|
|
||||
Money market
|
|
$
|
252,213
|
|
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$
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256,437
|
|
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(2
|
)%
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Equity
|
|
62,381
|
|
|
53,556
|
|
|
16
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|
||
Fixed-income
|
|
51,314
|
|
|
51,119
|
|
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0
|
|
||
Total managed assets
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$
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365,908
|
|
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$
|
361,112
|
|
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1
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%
|
|
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Year ended December 31,
|
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2016
vs. 2015 |
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2015
vs. 2014 |
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||||||||||
dollars in millions
|
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2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|||||||
Money market
|
|
$
|
252,346
|
|
|
$
|
246,539
|
|
|
$
|
254,260
|
|
|
2
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%
|
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(3
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)%
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Equity
|
|
59,431
|
|
|
54,149
|
|
|
48,317
|
|
|
10
|
|
|
12
|
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|||
Fixed-income
|
|
51,161
|
|
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52,805
|
|
|
51,333
|
|
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(3
|
)
|
|
3
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|||
Liquidation portfolio
|
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0
|
|
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0
|
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4,557
|
|
|
NA
|
|
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(100
|
)
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|||
Total average managed assets
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$
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362,938
|
|
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$
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353,493
|
|
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$
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358,467
|
|
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3
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%
|
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(1
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)%
|
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Year ended December 31,
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2016
vs. 2015 |
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2015
vs. 2014 |
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||||||||||
dollars in thousands
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2016
|
|
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2015
|
|
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2014
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|||||||
Investment advisory fees, net
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$
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766,825
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|
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$
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626,325
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$
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557,318
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22
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%
|
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12
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%
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Administrative service fees, net
|
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211,646
|
|
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211,458
|
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213,136
|
|
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0
|
|
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(1
|
)
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|||
Other service fees, net
|
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161,378
|
|
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84,910
|
|
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84,039
|
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90
|
|
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1
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|||
Other, net
|
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3,522
|
|
|
3,916
|
|
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4,757
|
|
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(10
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)
|
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(18
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)
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|||
Total revenue
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|
$
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1,143,371
|
|
|
$
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926,609
|
|
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$
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859,250
|
|
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23
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%
|
|
8
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%
|
|
|
Year ended December 31,
|
|
2016
vs. 2015 |
|
|
2015
vs. 2014 |
|
||||||||||
dollars in thousands
|
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2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|||||||
Domestic
|
|
$
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1,116,136
|
|
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$
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907,841
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|
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$
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841,429
|
|
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23
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%
|
|
8
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%
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Foreign
|
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27,235
|
|
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18,768
|
|
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17,821
|
|
|
45
|
|
|
5
|
|
|||
Total revenue
|
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$
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1,143,371
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|
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$
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926,609
|
|
|
$
|
859,250
|
|
|
23
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%
|
|
8
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%
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Name
|
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Position
|
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Age
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John F. Donahue
|
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Chairman Emeritus of Federated Investors, Inc.
|
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92
|
|
|
|
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J. Christopher Donahue
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President, Chief Executive Officer, Chairman and Director of Federated Investors, Inc.
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67
|
|
|
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Gordon J. Ceresino
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Vice Chairman of Federated Investors, Inc. and President, Federated International Management Limited
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59
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|
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Thomas R. Donahue
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Vice President, Treasurer, Chief Financial Officer and Director of Federated Investors, Inc. and President, FII Holdings, Inc.
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58
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|
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John B. Fisher
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Vice President and Director of Federated Investors, Inc. and President and Chief Executive Officer of Federated Advisory Companies*
|
|
60
|
|
|
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Eugene F. Maloney
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Executive Vice President of Federated Investors, Inc. and Executive Vice President, Federated Investors Management Company
|
|
71
|
|
|
|
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John W. McGonigle
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Vice Chairman, Executive Vice President, Chief Legal Officer, Secretary and Director of Federated Investors, Inc.
|
|
78
|
|
|
|
|
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Richard A. Novak
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Vice President, Assistant Treasurer and Principal Accounting Officer of Federated Investors, Inc.
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|
53
|
|
|
|
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Paul A. Uhlman
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Vice President of Federated Investors, Inc. and President, Federated Securities Corp.
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50
|
|
|
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Stephen Van Meter
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Vice President and Chief Compliance Officer of Federated Investors, Inc.
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41
|
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*
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Federated Advisory Companies include the following: Federated Advisory Services Company, Federated Equity Management Company of Pennsylvania, Federated Global Investment Management Corp., Federated Investment Counseling, Federated Investment Management Company and Federated MDTA LLC, each wholly owned by Federated.
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in millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Total Revenue
|
|
$
|
(87.8
|
)
|
|
$
|
(333.6
|
)
|
|
$
|
(410.6
|
)
|
Less: Reduction in Distribution expense
|
|
65.8
|
|
|
240.6
|
|
|
280.9
|
|
|||
Operating income
|
|
(22.0
|
)
|
|
(93.0
|
)
|
|
(129.7
|
)
|
|||
Less: Reduction in Noncontrolling interest
|
|
0.0
|
|
|
7.1
|
|
|
10.7
|
|
|||
Pre-tax impact
|
|
$
|
(22.0
|
)
|
|
$
|
(85.9
|
)
|
|
$
|
(119.0
|
)
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Stock price per share
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
29.16
|
|
|
$
|
32.81
|
|
|
$
|
33.13
|
|
|
$
|
29.96
|
|
Low
|
|
$
|
22.76
|
|
|
$
|
26.60
|
|
|
$
|
27.69
|
|
|
$
|
24.52
|
|
Cash dividends per share
1
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
1.25
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Stock price per share
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
35.60
|
|
|
$
|
35.75
|
|
|
$
|
34.53
|
|
|
$
|
32.01
|
|
Low
|
|
$
|
30.26
|
|
|
$
|
33.23
|
|
|
$
|
28.28
|
|
|
$
|
27.51
|
|
Cash dividends per share
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
1
|
For the quarter ended December 31, 2016, Federated paid
$1.00
per share as a special cash dividend and a
$0.25
per share regular dividend. All dividends were considered ordinary dividends for tax purposes.
|
|
|
Total Number
of Shares Purchased |
|
|
Average
Price Paid per Share |
|
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs 1 |
|
|
Maximum Number of
Shares that May Yet Be Purchased Under the Plans or Program 1 |
|
|
October
|
|
90,000
|
|
|
$
|
28.73
|
|
|
90,000
|
|
|
4,516,916
|
|
November
|
|
315,000
|
|
|
26.74
|
|
|
315,000
|
|
|
4,201,916
|
|
|
December
2
|
|
301,000
|
|
|
28.18
|
|
|
300,000
|
|
|
3,901,916
|
|
|
Total
|
|
706,000
|
|
|
$
|
27.61
|
|
|
705,000
|
|
|
3,901,916
|
|
1
|
In February 2015, the board of directors authorized a share repurchase program that allows Federated to buy back up to
4.0 million
shares of Federated Class B common stock with no stated expiration date. This program was fulfilled in December 2016.
In October 2016, the board of directors authorized a share repurchase program that allows Federated to buy back up to
4.0 million
additional shares of Federated Class B common stock with no stated expiration date.
No other programs existed as of
December 31, 2016
. See
Note (12)
to the Consolidated Financial Statements for additional information on these programs.
|
2
|
In December 2016, 1,000 shares of restricted stock with a weighted-average price of $3.00 per share were repurchased as an employee forfeited restricted stock.
|
|
|
12/31/2012
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
|
12/31/2016
|
|
|||||
Federated
|
|
$
|
150.44
|
|
|
$
|
222.29
|
|
|
$
|
262.94
|
|
|
$
|
235.90
|
|
|
$
|
249.58
|
|
S&P MidCap 400 Index
|
|
$
|
117.88
|
|
|
$
|
157.37
|
|
|
$
|
172.74
|
|
|
$
|
168.98
|
|
|
$
|
204.03
|
|
S&P 1500 Asset Management & Custody Banks Index
|
|
$
|
128.04
|
|
|
$
|
191.12
|
|
|
$
|
209.43
|
|
|
$
|
188.97
|
|
|
$
|
209.68
|
|
in thousands, except per share data and managed assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||||
Statement of Income Data
1
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
1,143,371
|
|
|
$
|
926,609
|
|
|
$
|
859,250
|
|
|
$
|
878,365
|
|
|
$
|
945,706
|
|
Operating income
|
|
335,683
|
|
|
279,446
|
|
|
237,949
|
|
|
251,743
|
|
|
312,593
|
|
|||||
Net income including noncontrolling
interests in subsidiaries
|
|
221,514
|
|
|
171,986
|
|
|
149,822
|
|
|
166,355
|
|
|
197,628
|
|
|||||
Net income attributable to Federated Investors, Inc.
|
|
208,919
|
|
|
169,807
|
|
|
149,236
|
|
|
162,177
|
|
|
188,088
|
|
|||||
Share Data Attributable to Federated Investors, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share – Basic and Diluted
1
|
|
$
|
2.03
|
|
|
$
|
1.62
|
|
|
$
|
1.42
|
|
|
$
|
1.55
|
|
|
$
|
1.79
|
|
Cash dividends per share
2
|
|
$
|
2.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
0.98
|
|
|
$
|
2.47
|
|
Weighted-average shares outstanding – Basic
|
|
99,116
|
|
|
100,475
|
|
|
100,721
|
|
|
100,668
|
|
|
100,313
|
|
|||||
Weighted-average shares outstanding – Diluted
|
|
99,117
|
|
|
100,477
|
|
|
100,723
|
|
|
100,669
|
|
|
100,313
|
|
|||||
Balance Sheet Data at Period End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intangible assets, net and Goodwill
|
|
$
|
733,137
|
|
|
$
|
734,492
|
|
|
$
|
733,847
|
|
|
$
|
735,345
|
|
|
$
|
727,857
|
|
Total assets
|
|
1,155,107
|
|
|
1,187,203
|
|
|
1,140,519
|
|
|
1,135,797
|
|
|
1,090,061
|
|
|||||
Long-term debt
3
|
|
165,750
|
|
|
191,250
|
|
|
216,750
|
|
|
198,333
|
|
|
276,250
|
|
|||||
Federated Investors, Inc. shareholders' equity
2
|
|
594,826
|
|
|
647,816
|
|
|
609,494
|
|
|
566,119
|
|
|
495,432
|
|
|||||
Impact of Voluntary Yield-related Fee Waivers
4
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
(87,872
|
)
|
|
$
|
(333,605
|
)
|
|
$
|
(410,553
|
)
|
|
$
|
(389,031
|
)
|
|
$
|
(290,966
|
)
|
Less: Reduction in Distribution expense
|
|
65,848
|
|
|
240,610
|
|
|
280,851
|
|
|
277,168
|
|
|
218,479
|
|
|||||
Operating income
|
|
(22,024
|
)
|
|
(92,995
|
)
|
|
(129,702
|
)
|
|
(111,863
|
)
|
|
(72,487
|
)
|
|||||
Less: Reduction in Noncontrolling interest
|
|
0
|
|
|
7,114
|
|
|
10,699
|
|
|
6,800
|
|
|
1,243
|
|
|||||
Pre-tax impact
|
|
(22,024
|
)
|
|
(85,881
|
)
|
|
(119,003
|
)
|
|
(105,063
|
)
|
|
(71,244
|
)
|
|||||
Managed Assets
(in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of period end
|
|
$
|
365,908
|
|
|
$
|
361,112
|
|
|
$
|
362,905
|
|
|
$
|
376,084
|
|
|
$
|
379,771
|
|
Average for the period
|
|
362,938
|
|
|
353,493
|
|
|
358,467
|
|
|
371,127
|
|
|
365,149
|
|
1
|
In 2012, results included pretax insurance recoveries totaling $20.2 million for claims related to various legal proceedings.
|
2
|
Federated paid a special dividend to shareholders of
$1.00
per share or
$102.2 million
in 2016 and
$1.51
per share or
$156.9 million
in 2012.
|
3
|
In 2014, Federated amended and restated the 2011 agreement to extend the term of the loan. See
Note (9)
to the Consolidated Financial Statements for additional information.
|
4
|
See
Note (3)
to the Consolidated Financial Statements for additional information regarding the impact of
Voluntary Yield-related Fee Waivers
.
|
in millions as of December 31,
|
|
2016
|
|
|
2015
|
|
|
2016
vs. 2015 |
|
||
By Asset Class
|
|
|
|
|
|
|
|||||
Money market
|
|
$
|
252,213
|
|
|
$
|
256,437
|
|
|
(2
|
)%
|
Equity
|
|
62,381
|
|
|
53,556
|
|
|
16
|
|
||
Fixed-income
|
|
51,314
|
|
|
51,119
|
|
|
0
|
|
||
Total managed assets
|
|
$
|
365,908
|
|
|
$
|
361,112
|
|
|
1
|
%
|
By Product Type
|
|
|
|
|
|
|
|||||
Funds:
|
|
|
|
|
|
|
|||||
Money market
|
|
$
|
206,411
|
|
|
$
|
221,615
|
|
|
(7
|
)%
|
Equity
|
|
36,231
|
|
|
34,125
|
|
|
6
|
|
||
Fixed-income
|
|
39,434
|
|
|
37,989
|
|
|
4
|
|
||
Total fund assets
|
|
282,076
|
|
|
293,729
|
|
|
(4
|
)
|
||
Separate Accounts:
|
|
|
|
|
|
|
|||||
Money market
|
|
$
|
45,802
|
|
|
$
|
34,822
|
|
|
32
|
%
|
Equity
|
|
26,150
|
|
|
19,431
|
|
|
35
|
|
||
Fixed-income
|
|
11,880
|
|
|
13,130
|
|
|
(10
|
)
|
||
Total separate account assets
|
|
83,832
|
|
|
67,383
|
|
|
24
|
|
||
Total managed assets
|
|
$
|
365,908
|
|
|
$
|
361,112
|
|
|
1
|
%
|
in millions for the years ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
vs. 2015 |
|
|
2015
vs. 2014 |
|
|||
By Asset Class
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market
|
|
$
|
252,346
|
|
|
$
|
246,539
|
|
|
$
|
254,260
|
|
|
2
|
%
|
|
(3
|
)%
|
Equity
|
|
59,431
|
|
|
54,149
|
|
|
48,317
|
|
|
10
|
|
|
12
|
|
|||
Fixed-income
|
|
51,161
|
|
|
52,805
|
|
|
51,333
|
|
|
(3
|
)
|
|
3
|
|
|||
Liquidation portfolio
1
|
|
0
|
|
|
0
|
|
|
4,557
|
|
|
NA
|
|
|
(100
|
)
|
|||
Total average managed assets
|
|
$
|
362,938
|
|
|
$
|
353,493
|
|
|
$
|
358,467
|
|
|
3
|
%
|
|
(1
|
)%
|
By Product Type
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funds:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market
|
|
$
|
213,906
|
|
|
$
|
213,694
|
|
|
$
|
220,742
|
|
|
0
|
%
|
|
(3
|
)%
|
Equity
|
|
35,846
|
|
|
35,017
|
|
|
30,859
|
|
|
2
|
|
|
13
|
|
|||
Fixed-income
|
|
38,772
|
|
|
39,973
|
|
|
40,366
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Total average fund assets
|
|
288,524
|
|
|
288,684
|
|
|
291,967
|
|
|
0
|
|
|
(1
|
)
|
|||
Separate Accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market
|
|
$
|
38,440
|
|
|
$
|
32,845
|
|
|
$
|
33,518
|
|
|
17
|
%
|
|
(2
|
)%
|
Equity
|
|
23,585
|
|
|
19,132
|
|
|
17,458
|
|
|
23
|
|
|
10
|
|
|||
Fixed-income
|
|
12,389
|
|
|
12,832
|
|
|
10,967
|
|
|
(3
|
)
|
|
17
|
|
|||
Total average separate account assets
|
|
74,414
|
|
|
64,809
|
|
|
61,943
|
|
|
15
|
|
|
5
|
|
|||
Liquidation Portfolio
1
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
4,557
|
|
|
NA
|
|
|
(100
|
)%
|
Total average managed assets
|
|
$
|
362,938
|
|
|
$
|
353,493
|
|
|
$
|
358,467
|
|
|
3
|
%
|
|
(1
|
)%
|
1
|
The liquidation portfolio represented a portfolio of distressed bonds at cost. Federated had been retained by a third party to manage these assets through an orderly liquidation process that was completed during the fourth quarter of 2014. Management-fee rates earned from this portfolio were lower than those of traditional Separate Account mandates.
|
in millions for the years ended December 31,
|
|
2016
|
|
|
2015
|
|
||||
Equity Funds
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
34,125
|
|
|
|
$
|
33,141
|
|
Sales
|
|
|
11,617
|
|
|
|
9,801
|
|
||
Redemptions
|
|
|
(11,159
|
)
|
|
|
(8,159
|
)
|
||
Net sales
|
|
|
458
|
|
|
|
1,642
|
|
||
Net exchanges
|
|
|
(41
|
)
|
|
|
(88
|
)
|
||
Market gains and losses/reinvestments
1
|
|
|
1,689
|
|
|
|
(570
|
)
|
||
Ending assets
|
|
|
$
|
36,231
|
|
|
|
$
|
34,125
|
|
Equity Separate Accounts
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
19,431
|
|
|
|
$
|
18,285
|
|
Sales
2
|
|
|
10,773
|
|
|
|
5,790
|
|
||
Redemptions
2
|
|
|
(5,469
|
)
|
|
|
(4,575
|
)
|
||
Net sales
2
|
|
|
5,304
|
|
|
|
1,215
|
|
||
Net exchanges
|
|
|
0
|
|
|
|
3
|
|
||
Market gains and losses
3
|
|
|
1,415
|
|
|
|
(72
|
)
|
||
Ending assets
|
|
|
$
|
26,150
|
|
|
|
$
|
19,431
|
|
Total Equity Assets
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
53,556
|
|
|
|
$
|
51,426
|
|
Sales
2
|
|
|
22,390
|
|
|
|
15,591
|
|
||
Redemptions
2
|
|
|
(16,628
|
)
|
|
|
(12,734
|
)
|
||
Net sales
2
|
|
|
5,762
|
|
|
|
2,857
|
|
||
Net exchanges
|
|
|
(41
|
)
|
|
|
(85
|
)
|
||
Market gains and losses/reinvestments
1
|
|
|
3,104
|
|
|
|
(642
|
)
|
||
Ending assets
|
|
|
$
|
62,381
|
|
|
|
$
|
53,556
|
|
Fixed-income Funds
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
37,989
|
|
|
|
$
|
40,456
|
|
Sales
|
|
|
14,624
|
|
|
|
14,496
|
|
||
Redemptions
|
|
|
(14,403
|
)
|
|
|
(16,588
|
)
|
||
Net sales (redemptions)
|
|
|
221
|
|
|
|
(2,092
|
)
|
||
Net exchanges
|
|
|
(69
|
)
|
|
|
33
|
|
||
Market gains and losses/reinvestments
1
|
|
|
1,293
|
|
|
|
(408
|
)
|
||
Ending assets
|
|
|
$
|
39,434
|
|
|
|
$
|
37,989
|
|
Fixed-income Separate Accounts
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
13,130
|
|
|
|
$
|
12,251
|
|
Sales
2
|
|
|
1,164
|
|
|
|
1,963
|
|
||
Redemptions
2
|
|
|
(3,097
|
)
|
|
|
(1,061
|
)
|
||
Net (redemptions) sales
2
|
|
|
(1,933
|
)
|
|
|
902
|
|
||
Net exchanges
|
|
|
1
|
|
|
|
(6
|
)
|
||
Market gains and losses
3
|
|
|
682
|
|
|
|
(17
|
)
|
||
Ending assets
|
|
|
$
|
11,880
|
|
|
|
$
|
13,130
|
|
Total Fixed-income Assets
|
|
|
|
|
|
|
||||
Beginning assets
|
|
|
$
|
51,119
|
|
|
|
$
|
52,707
|
|
Sales
2
|
|
|
15,788
|
|
|
|
16,459
|
|
||
Redemptions
2
|
|
|
(17,500
|
)
|
|
|
(17,649
|
)
|
||
Net redemptions
2
|
|
|
(1,712
|
)
|
|
|
(1,190
|
)
|
||
Net exchanges
|
|
|
(68
|
)
|
|
|
27
|
|
||
Market gains and losses/reinvestments
1
|
|
|
1,975
|
|
|
|
(425
|
)
|
||
Ending assets
|
|
|
$
|
51,314
|
|
|
|
$
|
51,119
|
|
1
|
Reflects approximate changes in the fair value of the securities held by the portfolios and, to a lesser extent, reinvested dividends, distributions, net investment income and the impact of changes in foreign exchange rates.
|
2
|
For certain accounts, Sales and Redemptions are calculated as the remaining difference between beginning and ending assets after the calculation of Market gains and losses.
|
3
|
Reflects the approximate changes in the fair value of the securities held by the portfolios.
|
in millions for the years ended December 31,
|
|
2016
|
|
|
2015
|
|
||
Funds
|
|
|
|
|
||||
Beginning assets
|
|
$
|
72,114
|
|
|
$
|
73,597
|
|
Sales
|
|
26,241
|
|
|
24,297
|
|
||
Redemptions
|
|
(25,562
|
)
|
|
(24,747
|
)
|
||
Net sales (redemptions)
|
|
679
|
|
|
(450
|
)
|
||
Net exchanges
|
|
(110
|
)
|
|
(55
|
)
|
||
Market gains and losses/reinvestments
1
|
|
2,982
|
|
|
(978
|
)
|
||
Ending assets
|
|
$
|
75,665
|
|
|
$
|
72,114
|
|
|
|
|
|
|
||||
Separate Accounts
|
|
|
|
|
||||
Beginning assets
|
|
$
|
32,561
|
|
|
$
|
30,536
|
|
Sales
2
|
|
11,937
|
|
|
7,753
|
|
||
Redemptions
2
|
|
(8,566
|
)
|
|
(5,636
|
)
|
||
Net sales
2
|
|
3,371
|
|
|
2,117
|
|
||
Net exchanges
|
|
1
|
|
|
(3
|
)
|
||
Market gains and losses
3
|
|
2,097
|
|
|
(89
|
)
|
||
Ending assets
|
|
$
|
38,030
|
|
|
$
|
32,561
|
|
|
|
|
|
|
||||
Total Assets
|
|
|
|
|
||||
Beginning assets
|
|
$
|
104,675
|
|
|
$
|
104,133
|
|
Sales
2
|
|
38,178
|
|
|
32,050
|
|
||
Redemptions
2
|
|
(34,128
|
)
|
|
(30,383
|
)
|
||
Net sales
2
|
|
4,050
|
|
|
1,667
|
|
||
Net exchanges
|
|
(109
|
)
|
|
(58
|
)
|
||
Market gains and losses/reinvestments
1
|
|
5,079
|
|
|
(1,067
|
)
|
||
Ending assets
|
|
$
|
113,695
|
|
|
$
|
104,675
|
|
1
|
Reflects approximate changes in the fair value of the securities held by the portfolios and, to a lesser extent, reinvested dividends, distributions, net investment income and the impact of changes in foreign exchange rates.
|
2
|
For certain accounts, Sales and Redemptions are calculated as the remaining difference between beginning and ending assets after the calculation of Market gains and losses.
|
3
|
Reflects the approximate changes in the fair value of the securities held by the portfolios.
|
|
|
Percent of Total Average Managed Assets
|
|
Percent of Total Revenue
|
||||||||||||||
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
By Asset Class
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market assets
|
|
70
|
%
|
|
70
|
%
|
|
71
|
%
|
|
45
|
%
|
|
33
|
%
|
|
32
|
%
|
Equity assets
|
|
16
|
%
|
|
15
|
%
|
|
14
|
%
|
|
38
|
%
|
|
46
|
%
|
|
45
|
%
|
Fixed-income assets
|
|
14
|
%
|
|
15
|
%
|
|
14
|
%
|
|
17
|
%
|
|
21
|
%
|
|
22
|
%
|
Liquidation portfolio
|
|
--
|
|
|
--
|
|
|
1
|
%
|
|
--
|
|
|
--
|
|
|
0
|
%
|
Other activities
|
|
--
|
|
|
--
|
|
|
--
|
|
|
0
|
%
|
|
0
|
%
|
|
1
|
%
|
By Product Type
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market assets
|
|
59
|
%
|
|
61
|
%
|
|
62
|
%
|
|
44
|
%
|
|
32
|
%
|
|
30
|
%
|
Equity assets
|
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
|
31
|
%
|
|
38
|
%
|
|
37
|
%
|
Fixed-income assets
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
|
15
|
%
|
|
19
|
%
|
|
20
|
%
|
Separate Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market assets
|
|
11
|
%
|
|
9
|
%
|
|
9
|
%
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
Equity assets
|
|
6
|
%
|
|
5
|
%
|
|
5
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
Fixed-income assets
|
|
3
|
%
|
|
4
|
%
|
|
3
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Liquidation Portfolio
|
|
--
|
|
|
--
|
|
|
1
|
%
|
|
--
|
|
|
--
|
|
|
0
|
%
|
Other Activities
|
|
--
|
|
|
--
|
|
|
--
|
|
|
0
|
%
|
|
0
|
%
|
|
1
|
%
|
in millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
vs. 2015 |
|
|
2015
vs. 2014 |
|
|||
Revenue from managed assets
|
|
$
|
1,143.0
|
|
|
$
|
926.2
|
|
|
$
|
852.1
|
|
|
23
|
%
|
|
9
|
%
|
Revenue from sources other than managed assets
|
|
0.4
|
|
|
0.4
|
|
|
7.2
|
|
|
0
|
|
|
(94
|
)
|
|||
Total revenue
|
|
$
|
1,143.4
|
|
|
$
|
926.6
|
|
|
$
|
859.3
|
|
|
23
|
%
|
|
8
|
%
|
|
|
Payments due in
|
|
|
||||||||||||||||
in millions
|
|
2017
|
|
|
2018-2019
|
|
|
2020-2021
|
|
|
After 2021
|
|
|
Total
|
|
|||||
Long-term debt obligations
|
|
$
|
25.5
|
|
|
$
|
165.8
|
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
191.3
|
|
Operating lease obligations
|
|
13.6
|
|
|
27.9
|
|
|
27.0
|
|
|
94.2
|
|
|
162.7
|
|
|||||
Purchase obligations
|
|
14.2
|
|
|
6.8
|
|
|
2.2
|
|
|
0.0
|
|
|
23.2
|
|
|||||
Employment-related commitments
|
|
9.0
|
|
|
4.1
|
|
|
0.0
|
|
|
0.0
|
|
|
13.1
|
|
|||||
Other obligations
|
|
0.7
|
|
|
1.0
|
|
|
0.0
|
|
|
0.0
|
|
|
1.7
|
|
|||||
Total
|
|
$
|
63.0
|
|
|
$
|
205.6
|
|
|
$
|
29.2
|
|
|
$
|
94.2
|
|
|
$
|
392.0
|
|
/s/ J. Christopher Donahue
|
|
/s/ Thomas R. Donahue
|
J. Christopher Donahue
|
|
Thomas R. Donahue
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
February 24, 2017
|
|
|
/s/ Ernst & Young LLP
|
|
/s/ Ernst & Young LLP
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
||||
(dollars in thousands)
|
|
|
|
|
||||
|
|
|
|
|
||||
December 31,
|
|
2016
|
|
|
2015
|
|
||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
104,839
|
|
|
$
|
172,628
|
|
Investments—affiliates
|
|
130,785
|
|
|
141,748
|
|
||
Investments—consolidated investment companies
|
|
58,072
|
|
|
25,368
|
|
||
Investments—other
|
|
7,453
|
|
|
7,071
|
|
||
Receivables, net of reserve of $84 and $59, respectively
|
|
44,804
|
|
|
33,524
|
|
||
Prepaid expenses
|
|
9,994
|
|
|
10,722
|
|
||
Other current assets
|
|
3,813
|
|
|
4,767
|
|
||
Total current assets
|
|
359,760
|
|
|
395,828
|
|
||
Long-Term Assets
|
|
|
|
|
||||
Goodwill
|
|
659,189
|
|
|
659,315
|
|
||
Renewable investment advisory contracts
|
|
70,378
|
|
|
70,582
|
|
||
Other intangible assets, net
|
|
3,570
|
|
|
4,595
|
|
||
Property and equipment, net
|
|
39,280
|
|
|
35,743
|
|
||
Other long-term assets
|
|
22,930
|
|
|
21,140
|
|
||
Total long-term assets
|
|
795,347
|
|
|
791,375
|
|
||
Total assets
|
|
$
|
1,155,107
|
|
|
$
|
1,187,203
|
|
LIABILITIES
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Short-term debt
|
|
$
|
25,500
|
|
|
$
|
25,500
|
|
Accounts payable and accrued expenses
|
|
54,177
|
|
|
43,551
|
|
||
Accrued compensation and benefits
|
|
74,745
|
|
|
75,691
|
|
||
Other current liabilities
|
|
8,116
|
|
|
14,466
|
|
||
Total current liabilities
|
|
162,538
|
|
|
159,208
|
|
||
Long-Term Liabilities
|
|
|
|
|
||||
Long-term debt
|
|
165,750
|
|
|
191,250
|
|
||
Long-term deferred tax liability, net
|
|
176,686
|
|
|
158,895
|
|
||
Other long-term liabilities
|
|
22,987
|
|
|
20,144
|
|
||
Total long-term liabilities
|
|
365,423
|
|
|
370,289
|
|
||
Total liabilities
|
|
527,961
|
|
|
529,497
|
|
||
Commitments and contingencies (Note (17))
|
|
|
|
|
||||
TEMPORARY EQUITY
|
|
|
|
|
||||
Redeemable noncontrolling interest in subsidiaries
|
|
31,362
|
|
|
8,734
|
|
||
PERMANENT EQUITY
|
|
|
|
|
||||
Federated Investors, Inc. shareholders' equity
|
|
|
|
|
||||
Common stock:
|
|
|
|
|
||||
Class A, no par value, 20,000 shares authorized, 9,000 shares issued and outstanding
|
|
189
|
|
|
189
|
|
||
Class B, no par value, 900,000,000 shares authorized, 109,505,456 shares issued
|
|
320,793
|
|
|
298,390
|
|
||
Retained earnings
|
|
529,749
|
|
|
545,785
|
|
||
Treasury stock, at cost, 7,515,773 and 5,411,429 shares Class B common stock, respectively
|
|
(255,382
|
)
|
|
(191,939
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
|
(523
|
)
|
|
(4,609
|
)
|
||
Total Federated Investors, Inc. shareholders' equity
|
|
594,826
|
|
|
647,816
|
|
||
Nonredeemable noncontrolling interest in subsidiary
|
|
958
|
|
|
1,156
|
|
||
Total permanent equity
|
|
595,784
|
|
|
648,972
|
|
||
Total liabilities, temporary equity and permanent equity
|
|
$
|
1,155,107
|
|
|
$
|
1,187,203
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
||||||
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenue
|
|
|
|
|
|
|
||||||
Investment advisory fees, net—affiliates
|
|
$
|
654,224
|
|
|
$
|
526,564
|
|
|
$
|
461,919
|
|
Investment advisory fees, net—other
|
|
112,601
|
|
|
99,761
|
|
|
95,399
|
|
|||
Administrative service fees, net—affiliates
|
|
211,646
|
|
|
211,458
|
|
|
213,136
|
|
|||
Other service fees, net—affiliates
|
|
156,938
|
|
|
81,039
|
|
|
73,137
|
|
|||
Other service fees, net—other
|
|
4,440
|
|
|
3,871
|
|
|
10,902
|
|
|||
Other, net
|
|
3,522
|
|
|
3,916
|
|
|
4,757
|
|
|||
Total revenue
|
|
1,143,371
|
|
|
926,609
|
|
|
859,250
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
||||||
Distribution
|
|
383,648
|
|
|
232,445
|
|
|
210,641
|
|
|||
Compensation and related
|
|
296,466
|
|
|
286,932
|
|
|
285,337
|
|
|||
Systems and communications
|
|
31,271
|
|
|
27,629
|
|
|
25,794
|
|
|||
Professional service fees
|
|
27,447
|
|
|
29,090
|
|
|
30,216
|
|
|||
Office and occupancy
|
|
27,379
|
|
|
26,706
|
|
|
29,968
|
|
|||
Advertising and promotional
|
|
14,522
|
|
|
13,930
|
|
|
13,330
|
|
|||
Travel and related
|
|
13,228
|
|
|
13,409
|
|
|
13,219
|
|
|||
Other
|
|
13,727
|
|
|
17,022
|
|
|
12,796
|
|
|||
Total operating expenses
|
|
807,688
|
|
|
647,163
|
|
|
621,301
|
|
|||
Operating income
|
|
335,683
|
|
|
279,446
|
|
|
237,949
|
|
|||
Nonoperating Income (Expenses)
|
|
|
|
|
|
|
||||||
Investment income, net
|
|
7,256
|
|
|
5,056
|
|
|
6,071
|
|
|||
Gain (loss) on securities, net
|
|
2,108
|
|
|
(5,264
|
)
|
|
4,972
|
|
|||
Debt expense
|
|
(4,173
|
)
|
|
(4,299
|
)
|
|
(9,611
|
)
|
|||
Other, net
|
|
60
|
|
|
(33
|
)
|
|
(29
|
)
|
|||
Total nonoperating income (expenses), net
|
|
5,251
|
|
|
(4,540
|
)
|
|
1,403
|
|
|||
Income before income taxes
|
|
340,934
|
|
|
274,906
|
|
|
239,352
|
|
|||
Income tax provision
|
|
119,420
|
|
|
102,920
|
|
|
89,530
|
|
|||
Net income including the noncontrolling interests in subsidiaries
|
|
221,514
|
|
|
171,986
|
|
|
149,822
|
|
|||
Less: Net income attributable to the noncontrolling interests in subsidiaries
|
|
12,595
|
|
|
2,179
|
|
|
586
|
|
|||
Net income
|
|
$
|
208,919
|
|
|
$
|
169,807
|
|
|
$
|
149,236
|
|
Amounts Attributable to Federated Investors, Inc.
|
|
|
|
|
|
|
||||||
Earnings per common share—Basic and Diluted
|
|
$
|
2.03
|
|
|
$
|
1.62
|
|
|
$
|
1.42
|
|
Cash dividends per share
|
|
$
|
2.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income including the noncontrolling interests in subsidiaries
|
|
$
|
221,514
|
|
|
$
|
171,986
|
|
|
$
|
149,822
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Permanent equity
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on interest rate swap
|
|
0
|
|
|
42
|
|
|
(67
|
)
|
|||
Reclassification adjustment related to interest rate swap
|
|
0
|
|
|
227
|
|
|
2,983
|
|
|||
Unrealized gain (loss) on securities available for sale
|
|
3,029
|
|
|
(4,049
|
)
|
|
(88
|
)
|
|||
Reclassification adjustment related to securities available for sale
|
|
1,674
|
|
|
1,380
|
|
|
(2,624
|
)
|
|||
Foreign currency items
|
|
(617
|
)
|
|
(547
|
)
|
|
(658
|
)
|
|||
Temporary equity
|
|
|
|
|
|
|
||||||
Foreign currency translation loss
|
|
(13
|
)
|
|
0
|
|
|
0
|
|
|||
Other comprehensive income (loss), net of tax
|
|
4,073
|
|
|
(2,947
|
)
|
|
(454
|
)
|
|||
Comprehensive income including noncontrolling interest in subsidiaries
|
|
225,587
|
|
|
169,039
|
|
|
149,368
|
|
|||
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest in subsidiaries
|
|
3,189
|
|
|
(1,263
|
)
|
|
609
|
|
|||
Less: Comprehensive income (loss) attributable to nonredeemable noncontrolling interest in subsidiary
|
|
9,393
|
|
|
3,442
|
|
|
(23
|
)
|
|||
Comprehensive income attributable to Federated Investors, Inc.
|
|
$
|
213,005
|
|
|
$
|
166,860
|
|
|
$
|
148,782
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|||
(dollars in thousands)
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
Shares
|
|||||||
|
|
Class A
|
|
|
Class B
|
|
|
Treasury
|
|
Balance at January 1, 2014
|
|
9,000
|
|
|
104,789,983
|
|
|
24,715,473
|
|
Net income
|
|
0
|
|
|
0
|
|
|
0
|
|
Other comprehensive loss, net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
Subscriptions – redeemable noncontrolling interest holders
|
|
0
|
|
|
0
|
|
|
0
|
|
Consolidation/(deconsolidation)
|
|
0
|
|
|
0
|
|
|
0
|
|
Stock award activity
|
|
0
|
|
|
1,069,081
|
|
|
(1,069,081
|
)
|
Dividends declared
|
|
0
|
|
|
0
|
|
|
0
|
|
Distributions to noncontrolling interest in subsidiaries
|
|
0
|
|
|
0
|
|
|
0
|
|
Purchase of treasury stock
|
|
0
|
|
|
(940,417
|
)
|
|
940,417
|
|
Retirement of treasury stock
|
|
0
|
|
|
0
|
|
|
(20,000,000
|
)
|
Balance at December 31, 2014
|
|
9,000
|
|
|
104,918,647
|
|
|
4,586,809
|
|
Net income
|
|
0
|
|
|
0
|
|
|
0
|
|
Other comprehensive loss, net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
Subscriptions – redeemable noncontrolling interest holders
|
|
0
|
|
|
0
|
|
|
0
|
|
Consolidation/(deconsolidation)
|
|
0
|
|
|
0
|
|
|
0
|
|
Stock award activity
|
|
0
|
|
|
871,837
|
|
|
(871,837
|
)
|
Dividends declared
|
|
0
|
|
|
0
|
|
|
0
|
|
Distributions to noncontrolling interest in subsidiaries
|
|
0
|
|
|
0
|
|
|
0
|
|
Purchase of treasury stock
|
|
0
|
|
|
(1,696,457
|
)
|
|
1,696,457
|
|
Balance at December 31, 2015
|
|
9,000
|
|
|
104,094,027
|
|
|
5,411,429
|
|
Adoption of new accounting pronouncements
|
|
0
|
|
|
0
|
|
|
0
|
|
Net income
|
|
0
|
|
|
0
|
|
|
0
|
|
Other comprehensive income (loss), net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
Subscriptions – redeemable noncontrolling interest holders
|
|
0
|
|
|
0
|
|
|
0
|
|
Consolidation/(deconsolidation)
|
|
0
|
|
|
0
|
|
|
0
|
|
Stock award activity
|
|
0
|
|
|
948,860
|
|
|
(948,860
|
)
|
Dividends declared
|
|
0
|
|
|
0
|
|
|
0
|
|
Distributions to noncontrolling interest in subsidiaries
|
|
0
|
|
|
0
|
|
|
0
|
|
Purchase of treasury stock
|
|
0
|
|
|
(3,053,204
|
)
|
|
3,053,204
|
|
Balance at December 31, 2016
|
|
9,000
|
|
|
101,989,683
|
|
|
7,515,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federated Investors, Inc. Shareholders' Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
Common Stock
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss,
Net of Tax
|
|
Total
Shareholders'
Equity
|
|
Nonredeemable
Noncontrolling
Interest in
Subsidiary
|
|
Total
Permanent
Equity
|
|
Redeemable
Noncontrolling
Interest in
Subsidiaries/
Temporary
Equity
|
||||||||||||||||
$
|
295,958
|
|
|
$
|
1,022,608
|
|
|
$
|
(751,239
|
)
|
|
$
|
(1,208
|
)
|
|
$
|
566,119
|
|
|
$
|
225
|
|
|
$
|
566,344
|
|
|
$
|
15,517
|
|
0
|
|
|
149,236
|
|
|
0
|
|
|
0
|
|
|
149,236
|
|
|
(23
|
)
|
|
149,213
|
|
|
609
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
(454
|
)
|
|
(454
|
)
|
|
0
|
|
|
(454
|
)
|
|
0
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
12,129
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(12,200
|
)
|
||||||||
24,262
|
|
|
(23,548
|
)
|
|
25,594
|
|
|
0
|
|
|
26,308
|
|
|
0
|
|
|
26,308
|
|
|
0
|
|
||||||||
0
|
|
|
(104,834
|
)
|
|
0
|
|
|
0
|
|
|
(104,834
|
)
|
|
0
|
|
|
(104,834
|
)
|
|
0
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(44
|
)
|
|
(44
|
)
|
|
(12,358
|
)
|
||||||||
0
|
|
|
0
|
|
|
(26,881
|
)
|
|
0
|
|
|
(26,881
|
)
|
|
0
|
|
|
(26,881
|
)
|
|
0
|
|
||||||||
(49,200
|
)
|
|
(538,068
|
)
|
|
587,268
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||||
271,020
|
|
|
505,394
|
|
|
(165,258
|
)
|
|
(1,662
|
)
|
|
609,494
|
|
|
158
|
|
|
609,652
|
|
|
3,697
|
|
||||||||
0
|
|
|
169,807
|
|
|
0
|
|
|
0
|
|
|
169,807
|
|
|
3,442
|
|
|
173,249
|
|
|
(1,263
|
)
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
(2,947
|
)
|
|
(2,947
|
)
|
|
0
|
|
|
(2,947
|
)
|
|
0
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
16,409
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(6,867
|
)
|
||||||||
27,559
|
|
|
(24,810
|
)
|
|
26,362
|
|
|
0
|
|
|
29,111
|
|
|
0
|
|
|
29,111
|
|
|
0
|
|
||||||||
0
|
|
|
(104,606
|
)
|
|
0
|
|
|
0
|
|
|
(104,606
|
)
|
|
0
|
|
|
(104,606
|
)
|
|
0
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(2,444
|
)
|
|
(2,444
|
)
|
|
(3,242
|
)
|
||||||||
0
|
|
|
0
|
|
|
(53,043
|
)
|
|
0
|
|
|
(53,043
|
)
|
|
0
|
|
|
(53,043
|
)
|
|
0
|
|
||||||||
298,579
|
|
|
545,785
|
|
|
(191,939
|
)
|
|
(4,609
|
)
|
|
647,816
|
|
|
1,156
|
|
|
648,972
|
|
|
8,734
|
|
||||||||
123
|
|
|
(911
|
)
|
|
0
|
|
|
831
|
|
|
43
|
|
|
0
|
|
|
43
|
|
|
14,850
|
|
||||||||
0
|
|
|
208,919
|
|
|
0
|
|
|
0
|
|
|
208,919
|
|
|
9,393
|
|
|
218,312
|
|
|
3,202
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
3,255
|
|
|
3,255
|
|
|
0
|
|
|
3,255
|
|
|
(13
|
)
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
17,868
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(4,579
|
)
|
||||||||
22,280
|
|
|
(18,715
|
)
|
|
20,150
|
|
|
0
|
|
|
23,715
|
|
|
0
|
|
|
23,715
|
|
|
0
|
|
||||||||
0
|
|
|
(205,329
|
)
|
|
0
|
|
|
0
|
|
|
(205,329
|
)
|
|
0
|
|
|
(205,329
|
)
|
|
0
|
|
||||||||
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(9,591
|
)
|
|
(9,591
|
)
|
|
(8,700
|
)
|
||||||||
0
|
|
|
0
|
|
|
(83,593
|
)
|
|
0
|
|
|
(83,593
|
)
|
|
0
|
|
|
(83,593
|
)
|
|
0
|
|
||||||||
$
|
320,982
|
|
|
$
|
529,749
|
|
|
$
|
(255,382
|
)
|
|
$
|
(523
|
)
|
|
$
|
594,826
|
|
|
$
|
958
|
|
|
$
|
595,784
|
|
|
$
|
31,362
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income including the noncontrolling interests in subsidiaries
|
|
$
|
221,514
|
|
|
$
|
171,986
|
|
|
$
|
149,822
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
||||||
Amortization of deferred sales commissions
|
|
11,980
|
|
|
15,054
|
|
|
12,699
|
|
|||
Depreciation and other amortization
|
|
9,578
|
|
|
9,535
|
|
|
10,704
|
|
|||
Share-based compensation expense
|
|
22,445
|
|
|
22,685
|
|
|
21,711
|
|
|||
Loss (gain) on disposal of assets
|
|
1,070
|
|
|
3,413
|
|
|
(6,514
|
)
|
|||
Provision for deferred income taxes
|
|
17,496
|
|
|
19,263
|
|
|
21,614
|
|
|||
Fair-value adjustments for contingent liabilities
|
|
320
|
|
|
415
|
|
|
(1,589
|
)
|
|||
Impairment of assets
|
|
1,637
|
|
|
1,342
|
|
|
0
|
|
|||
Net purchases of trading securities
|
|
(8,099
|
)
|
|
(11,388
|
)
|
|
(2,580
|
)
|
|||
Consolidation/deconsolidation of investment companies
|
|
(176
|
)
|
|
213
|
|
|
(6,777
|
)
|
|||
Adoption of new accounting pronouncement
|
|
(2,653
|
)
|
|
0
|
|
|
0
|
|
|||
Deferred sales commissions paid
|
|
(11,801
|
)
|
|
(13,898
|
)
|
|
(17,316
|
)
|
|||
Contingent deferred sales charges received
|
|
2,195
|
|
|
2,350
|
|
|
1,792
|
|
|||
Other changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables, net
|
|
(11,120
|
)
|
|
(5,505
|
)
|
|
1,821
|
|
|||
(Increase) decrease in prepaid expenses and other assets
|
|
(5,126
|
)
|
|
4,471
|
|
|
136
|
|
|||
Increase in accounts payable and accrued expenses
|
|
6,001
|
|
|
5,451
|
|
|
709
|
|
|||
(Decrease) increase in other liabilities
|
|
(2,490
|
)
|
|
7,797
|
|
|
6,250
|
|
|||
Net cash provided by operating activities
|
|
252,771
|
|
|
233,184
|
|
|
192,482
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchases of securities available for sale
|
|
(3,345
|
)
|
|
(5,461
|
)
|
|
(84,988
|
)
|
|||
Cash paid for business acquisitions
|
|
0
|
|
|
0
|
|
|
(9,697
|
)
|
|||
Proceeds from redemptions of securities available for sale
|
|
7,990
|
|
|
5,756
|
|
|
87,117
|
|
|||
Cash paid for property and equipment
|
|
(12,839
|
)
|
|
(6,026
|
)
|
|
(8,850
|
)
|
|||
Net cash used by investing activities
|
|
(8,194
|
)
|
|
(5,731
|
)
|
|
(16,418
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Dividends paid
|
|
(205,468
|
)
|
|
(104,628
|
)
|
|
(104,840
|
)
|
|||
Purchases of treasury stock
|
|
(81,771
|
)
|
|
(53,868
|
)
|
|
(27,239
|
)
|
|||
Distributions to noncontrolling interests in subsidiaries
|
|
(18,291
|
)
|
|
(5,686
|
)
|
|
(12,402
|
)
|
|||
Contributions from noncontrolling interests in subsidiaries
|
|
17,868
|
|
|
16,409
|
|
|
12,129
|
|
|||
Cash paid for business acquisitions
|
|
(640
|
)
|
|
(2,015
|
)
|
|
(2,991
|
)
|
|||
Proceeds from shareholders for share-based compensation
|
|
1,436
|
|
|
1,552
|
|
|
2,046
|
|
|||
Excess tax benefits from share-based compensation
|
|
0
|
|
|
3,644
|
|
|
2,666
|
|
|||
Payments on debt
|
|
(25,500
|
)
|
|
(25,500
|
)
|
|
(34,000
|
)
|
|||
Other financing activities
|
|
0
|
|
|
0
|
|
|
(609
|
)
|
|||
Net cash used by financing activities
|
|
(312,366
|
)
|
|
(170,092
|
)
|
|
(165,240
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(67,789
|
)
|
|
57,361
|
|
|
10,824
|
|
|||
Cash and cash equivalents, beginning of year
|
|
172,628
|
|
|
115,267
|
|
|
104,443
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
104,839
|
|
|
$
|
172,628
|
|
|
$
|
115,267
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
104,581
|
|
|
$
|
77,247
|
|
|
$
|
66,733
|
|
Interest
|
|
$
|
3,487
|
|
|
$
|
3,985
|
|
|
$
|
8,758
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
||||
(December 31, 2016, 2015, and 2014)
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Money market assets
|
|
45
|
%
|
|
33
|
%
|
|
32
|
%
|
Equity assets
|
|
38
|
%
|
|
46
|
%
|
|
45
|
%
|
Fixed-income assets
|
|
17
|
%
|
|
21
|
%
|
|
22
|
%
|
in millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenue
|
|
$
|
(87.8
|
)
|
|
$
|
(333.6
|
)
|
|
$
|
(410.6
|
)
|
Less: Reduction in Distribution expense
|
|
65.8
|
|
|
240.6
|
|
|
280.9
|
|
|||
Operating income
|
|
(22.0
|
)
|
|
(93.0
|
)
|
|
(129.7
|
)
|
|||
Less: Reduction in Noncontrolling interest
|
|
0.0
|
|
|
7.1
|
|
|
10.7
|
|
|||
Pre-tax impact
|
|
$
|
(22.0
|
)
|
|
$
|
(85.9
|
)
|
|
$
|
(119.0
|
)
|
in millions
|
|
2016
|
|
|
2015
|
|
||||
Cash and cash equivalents
|
|
|
$
|
0.0
|
|
|
|
$
|
3.1
|
|
Investments—consolidated investment companies
|
|
|
43.2
|
|
|
|
25.4
|
|
||
Receivables
|
|
|
0.7
|
|
|
|
0.2
|
|
||
Less: Liabilities
|
|
|
0.7
|
|
|
|
3.0
|
|
||
Less: Redeemable noncontrolling interest in subsidiaries
|
|
|
28.3
|
|
|
|
8.7
|
|
||
Federated's net interest in Federated Fund VIEs
|
|
|
$
|
14.9
|
|
|
|
$
|
17.0
|
|
in thousands
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
NAV Practical Expedient
3
|
|
Total
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
54,725
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
50,114
|
|
|
$
|
104,839
|
|
Available-for-sale equity securities
|
|
103,996
|
|
|
0
|
|
|
0
|
|
|
26,789
|
|
|
130,785
|
|
|||||
Trading securities – equity
|
|
13,866
|
|
|
0
|
|
|
0
|
|
|
6,193
|
|
|
20,059
|
|
|||||
Trading securities – debt
|
|
0
|
|
|
45,466
|
|
|
0
|
|
|
0
|
|
|
45,466
|
|
|||||
Other
1
|
|
19
|
|
|
0
|
|
|
840
|
|
|
0
|
|
|
859
|
|
|||||
Total financial assets
|
|
$
|
172,606
|
|
|
$
|
45,466
|
|
|
$
|
840
|
|
|
$
|
83,096
|
|
|
$
|
302,008
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total financial liabilities
2
|
|
$
|
2
|
|
|
$
|
358
|
|
|
$
|
1,931
|
|
|
$
|
0
|
|
|
$
|
2,291
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
3
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
172,628
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
172,628
|
|
Available-for-sale equity securities
|
|
117,422
|
|
|
0
|
|
|
0
|
|
|
24,326
|
|
|
141,748
|
|
|||||
Trading securities – equity
|
|
15,900
|
|
|
65
|
|
|
0
|
|
|
7,433
|
|
|
23,398
|
|
|||||
Trading securities – debt
|
|
0
|
|
|
9,041
|
|
|
0
|
|
|
0
|
|
|
9,041
|
|
|||||
Other
1
|
|
4
|
|
|
17
|
|
|
910
|
|
|
0
|
|
|
931
|
|
|||||
Total financial assets
|
|
$
|
305,954
|
|
|
$
|
9,123
|
|
|
$
|
910
|
|
|
$
|
31,759
|
|
|
$
|
347,746
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total financial liabilities
2
|
|
$
|
2,681
|
|
|
$
|
59
|
|
|
$
|
2,630
|
|
|
$
|
0
|
|
|
$
|
5,370
|
|
1
|
Amounts include structured trade finance loans held by Federated as well as futures contracts and/or foreign currency forward contracts held within certain consolidated
Federated Funds
.
|
2
|
Amounts include acquisition-related future consideration liabilities and may include investments sold short, foreign currency forward contracts and/or futures contracts held within certain consolidated
Federated Funds
, as well as certain liabilities attributable to structured trade finance loans held by Federated.
|
3
|
Investments that calculate NAV as a practical expedient were recategorized and are no longer included within Level 2 of the valuation hierarchy as of December 31, 2015 (see
Note (2)
for additional information).
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
|
|
|
Gross Unrealized
|
|
Estimated
Fair
Value
|
|
|
|
Gross Unrealized
|
|
Estimated
Fair
Value
|
||||||||||||||||||||
in thousands
|
|
Cost
|
|
|
Gains
|
|
|
(Losses)
|
|
|
Cost
|
|
|
Gains
|
|
|
(Losses)
|
|
|
|||||||||||||
Equity funds
|
|
$
|
23,883
|
|
|
$
|
2,112
|
|
|
$
|
(266
|
)
|
|
$
|
25,729
|
|
|
$
|
32,357
|
|
|
$
|
342
|
|
|
$
|
(2,416
|
)
|
|
$
|
30,283
|
|
Fixed-income funds
|
|
105,514
|
|
|
92
|
|
|
(550
|
)
|
|
105,056
|
|
|
115,396
|
|
|
109
|
|
|
(4,040
|
)
|
|
111,465
|
|
||||||||
Total available-for-sale securities
|
|
$
|
129,397
|
|
|
$
|
2,204
|
|
|
$
|
(816
|
)
|
|
$
|
130,785
|
|
|
$
|
147,753
|
|
|
$
|
451
|
|
|
$
|
(6,456
|
)
|
|
$
|
141,748
|
|
in thousands
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrealized gain (loss)
|
|
|
|
|
|
|
||||||
Trading securities
|
|
$
|
4,971
|
|
|
$
|
(1,359
|
)
|
|
$
|
(2,578
|
)
|
Derivatives
1
|
|
(348
|
)
|
|
119
|
|
|
(147
|
)
|
|||
Realized gains
2
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
298
|
|
|
1,503
|
|
|
5,359
|
|
|||
Trading securities
|
|
1,663
|
|
|
910
|
|
|
4,514
|
|
|||
Derivatives
1
|
|
1,032
|
|
|
301
|
|
|
214
|
|
|||
Realized losses
2
|
|
|
|
|
|
|
||||||
Available-for-sale securities
3
|
|
(1,647
|
)
|
|
(2,348
|
)
|
|
(91
|
)
|
|||
Trading securities
|
|
(2,252
|
)
|
|
(2,760
|
)
|
|
(1,848
|
)
|
|||
Derivatives
1
|
|
(1,609
|
)
|
|
(1,630
|
)
|
|
(451
|
)
|
|||
Gain (loss) on securities, net
4
|
|
$
|
2,108
|
|
|
$
|
(5,264
|
)
|
|
$
|
4,972
|
|
1
|
Amounts related to the settlement of economic derivatives held by certain consolidated
Federated Funds
.
|
2
|
Realized gains and losses are computed on a specific-identification basis.
|
3
|
The losses for the years ended
December 31, 2016
and 2015 include impairments of certain available-for-sale securities.
|
4
|
Amounts related to consolidated entities, primarily
Federated Funds
, totaled
$2.9 million
,
$(4.0) million
and
$(0.6) million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
in thousands
|
|
|
|
|
|
2016
|
|
|
2015
|
|
||
Cost
|
|
|
|
|
|
$
|
6,300
|
|
|
$
|
23,811
|
|
Accumulated amortization
|
|
|
|
|
|
(4,630
|
)
|
|
(21,116
|
)
|
||
Carrying value
|
|
|
|
|
|
$
|
1,670
|
|
|
$
|
2,695
|
|
in thousands
|
|
Estimated Useful Life
|
|
2016
|
|
|
2015
|
|
||||
Computer software and hardware
|
|
1
|
to
|
7 years
|
|
$
|
57,277
|
|
|
$
|
46,207
|
|
Leasehold improvements
|
|
Up to term of lease
|
|
22,199
|
|
|
21,321
|
|
||||
Transportation equipment
|
|
|
|
12 years
|
|
17,897
|
|
|
17,897
|
|
||
Office furniture and equipment
|
|
5
|
to
|
10 years
|
|
6,117
|
|
|
6,352
|
|
||
Total cost
|
|
|
|
|
|
103,490
|
|
|
91,777
|
|
||
Accumulated depreciation
|
|
|
|
|
|
(64,210
|
)
|
|
(56,034
|
)
|
||
Property and equipment, net
|
|
|
|
|
|
$
|
39,280
|
|
|
$
|
35,743
|
|
|
|
Interest Rates
|
|
|
|
|
||||||||
dollars in thousands
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||
Term Loan
|
|
1.745
|
%
|
|
1.555
|
%
|
|
$
|
191,250
|
|
|
$
|
216,750
|
|
Less: Short-term debt
|
|
|
|
|
|
25,500
|
|
|
25,500
|
|
||||
Long-term debt
|
|
|
|
|
|
$
|
165,750
|
|
|
$
|
191,250
|
|
|
|
Restricted
Shares
|
|
|
Weighted-
Average Grant-
Date Fair Value
|
|
||
Non-vested at January 1, 2016
|
|
4,197,652
|
|
|
|
$
|
24.27
|
|
Granted
1
|
|
943,160
|
|
|
|
26.56
|
|
|
Vested
|
|
(919,738
|
)
|
|
|
25.24
|
|
|
Forfeited
|
|
(195,504
|
)
|
|
|
24.24
|
|
|
Non-vested at December 31, 2016
|
|
4,025,570
|
|
|
|
$
|
24.58
|
|
1
|
During
2016
, Federated awarded
464,660
shares of restricted Federated Class B common stock in connection with a bonus program in which certain key employees received a portion of their bonus in the form of restricted stock under the Plan. This restricted stock, which was granted on the bonus payment date and issued out of treasury, generally vests over a
three
-year period. Also during
2016
, Federated awarded
478,500
shares of restricted Federated Class B common stock to certain key employees. The restricted stock awards generally vest over
ten
-year periods with restrictions on the vested portions of the awards lapsing on the awards' fifth- and tenth-year anniversaries.
|
|
|
Options
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual
Life (in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|
|||||
Outstanding at January 1, 2016
|
|
33,000
|
|
|
|
$
|
34.38
|
|
|
|
|
|
|
|
||
Expired unexercised
|
|
(9,000
|
)
|
|
|
37.73
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
1
|
|
24,000
|
|
|
|
$
|
33.13
|
|
|
|
1.2
|
|
|
$
|
28.3
|
|
1
|
All stock options outstanding at
December 31, 2016
were vested and exercisable.
|
in thousands
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
93,538
|
|
|
$
|
76,902
|
|
|
$
|
63,266
|
|
State
|
|
8,121
|
|
|
6,567
|
|
|
4,574
|
|
|||
Foreign
|
|
265
|
|
|
188
|
|
|
76
|
|
|||
Total Current
|
|
101,924
|
|
|
83,657
|
|
|
67,916
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
17,057
|
|
|
17,317
|
|
|
20,497
|
|
|||
State
|
|
597
|
|
|
1,753
|
|
|
916
|
|
|||
Foreign
|
|
(158
|
)
|
|
193
|
|
|
201
|
|
|||
Total Deferred
|
|
17,496
|
|
|
19,263
|
|
|
21,614
|
|
|||
Total
|
|
$
|
119,420
|
|
|
$
|
102,920
|
|
|
$
|
89,530
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Expected federal statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase/(decrease):
|
|
|
|
|
|
|
|||
State and local income taxes, net of federal benefit
|
|
1.7
|
|
|
1.8
|
|
|
1.1
|
|
Other
|
|
(0.4
|
)
|
|
0.9
|
|
|
1.3
|
|
Effective tax rate (excluding noncontrolling interests)
|
|
36.3
|
|
|
37.7
|
|
|
37.4
|
|
Income attributable to noncontrolling interests
|
|
(1.3
|
)
|
|
(0.3
|
)
|
|
0.0
|
|
Effective tax rate per Consolidated Statements of Income
|
|
35.0
|
%
|
|
37.4
|
%
|
|
37.4
|
%
|
in thousands
|
|
2016
|
|
|
2015
|
|
||
Deferred Tax Assets
|
|
|
|
|
|
|
||
Tax net operating loss carryforwards
|
|
$
|
20,839
|
|
|
$
|
18,109
|
|
Compensation related
|
|
11,692
|
|
|
13,130
|
|
||
Other
|
|
2,810
|
|
|
6,920
|
|
||
Total deferred tax assets
|
|
35,341
|
|
|
38,159
|
|
||
Valuation allowance
|
|
(20,419
|
)
|
|
(17,791
|
)
|
||
Total deferred tax asset, net of valuation allowance
|
|
$
|
14,922
|
|
|
$
|
20,368
|
|
Deferred Tax Liabilities
|
|
|
|
|
||||
Intangible assets
|
|
$
|
168,748
|
|
|
$
|
155,212
|
|
Property and equipment
|
|
8,975
|
|
|
7,882
|
|
||
Deferred sales commissions
|
|
4,439
|
|
|
5,270
|
|
||
State taxes
|
|
8,723
|
|
|
8,248
|
|
||
Other
|
|
515
|
|
|
714
|
|
||
Total gross deferred tax liability
|
|
$
|
191,400
|
|
|
$
|
177,326
|
|
Net deferred tax liability
|
|
$
|
176,478
|
|
|
$
|
156,958
|
|
in thousands, except per share data
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Numerator – Basic and Diluted
|
|
|
|
|
|
|
||||||
Net income attributable to Federated Investors, Inc.
|
|
$
|
208,919
|
|
|
$
|
169,807
|
|
|
$
|
149,236
|
|
Less: Total income available to participating unvested restricted shareholders
1
|
|
(7,632
|
)
|
|
(6,608
|
)
|
|
(5,823
|
)
|
|||
Total net income attributable to Federated Common Stock
2
|
|
$
|
201,287
|
|
|
$
|
163,199
|
|
|
$
|
143,413
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted-average Federated Common Stock
2
|
|
99,116
|
|
|
100,475
|
|
|
100,721
|
|
|||
Dilutive potential shares from stock options
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Diluted weighted-average Federated Common Stock
2
|
|
99,117
|
|
|
100,477
|
|
|
100,723
|
|
|||
Earnings per share
|
|
|
|
|
|
|
||||||
Net income attributable to Federated Common Stock - Basic and Diluted
2
|
|
$
|
2.03
|
|
|
$
|
1.62
|
|
|
$
|
1.42
|
|
1
|
Income available to participating unvested restricted shareholders includes dividends paid on unvested restricted shares and their proportionate share of undistributed earnings.
|
2
|
Federated Common Stock excludes unvested restricted stock which are deemed participating securities in accordance with the two-class method of computing earnings per share.
|
in millions
|
|
||
2017
|
$
|
13.6
|
|
2018
|
14.0
|
|
|
2019
|
13.9
|
|
|
2020
|
13.6
|
|
|
2021
|
13.4
|
|
|
2022 and thereafter
|
94.2
|
|
|
Total minimum lease payments
|
$
|
162.7
|
|
in thousands
|
|
Unrealized Loss
on Interest Rate Swap
1
|
|
|
Unrealized Gain (Loss) on Securities
Available for Sale
2
|
|
|
Foreign Currency
Translation
Loss
|
|
|
Total
|
|
||||||||||||
Balance at December 31, 2013
|
|
|
|
$
|
(3,185
|
)
|
|
|
|
$
|
1,586
|
|
|
|
|
$
|
391
|
|
|
|
|
$
|
(1,208
|
)
|
Other comprehensive loss before reclassifications and tax
|
|
|
|
(107
|
)
|
|
|
|
(142
|
)
|
|
|
|
(1,013
|
)
|
|
|
|
(1,262
|
)
|
||||
Tax impact
|
|
|
|
40
|
|
|
|
|
54
|
|
|
|
|
355
|
|
|
|
|
449
|
|
||||
Reclassification adjustment, before tax
|
|
|
|
4,743
|
|
|
|
|
(4,240
|
)
|
|
|
|
0
|
|
|
|
|
503
|
|
||||
Tax impact
|
|
|
|
(1,760
|
)
|
|
|
|
1,616
|
|
|
|
|
0
|
|
|
|
|
(144
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
|
|
2,916
|
|
|
|
|
(2,712
|
)
|
|
|
|
(658
|
)
|
|
|
|
(454
|
)
|
||||
Balance at December 31, 2014
|
|
|
|
$
|
(269
|
)
|
|
|
|
$
|
(1,126
|
)
|
|
|
|
$
|
(267
|
)
|
|
|
|
$
|
(1,662
|
)
|
Other comprehensive income (loss) before reclassifications and tax
|
|
|
|
67
|
|
|
|
|
(6,412
|
)
|
|
|
|
(842
|
)
|
|
|
|
(7,187
|
)
|
||||
Tax impact
|
|
|
|
(25
|
)
|
|
|
|
2,363
|
|
|
|
|
295
|
|
|
|
|
2,633
|
|
||||
Reclassification adjustment, before tax
|
|
|
|
358
|
|
|
|
|
2,185
|
|
|
|
|
0
|
|
|
|
|
2,543
|
|
||||
Tax impact
|
|
|
|
(131
|
)
|
|
|
|
(805
|
)
|
|
|
|
0
|
|
|
|
|
(936
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
|
|
269
|
|
|
|
|
(2,669
|
)
|
|
|
|
(547
|
)
|
|
|
|
(2,947
|
)
|
||||
Balance at December 31, 2015
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(3,795
|
)
|
|
|
|
$
|
(814
|
)
|
|
|
|
$
|
(4,609
|
)
|
Other comprehensive income (loss) before reclassifications and tax
|
|
|
|
0
|
|
|
|
|
4,761
|
|
|
|
|
(950
|
)
|
|
|
|
3,811
|
|
||||
Tax impact
|
|
|
|
0
|
|
|
|
|
(1,732
|
)
|
|
|
|
333
|
|
|
|
|
(1,399
|
)
|
||||
Reclassification adjustment, before tax
3
|
|
|
|
0
|
|
|
|
|
2,632
|
|
|
|
|
0
|
|
|
|
|
2,632
|
|
||||
Tax impact
3
|
|
|
|
0
|
|
|
|
|
(958
|
)
|
|
|
|
0
|
|
|
|
|
(958
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
|
|
0
|
|
|
|
|
4,703
|
|
|
|
|
(617
|
)
|
|
|
|
4,086
|
|
||||
Balance at December 31, 2016
|
|
|
|
$
|
0
|
|
|
|
|
$
|
908
|
|
|
|
|
$
|
(1,431
|
)
|
|
|
|
$
|
(523
|
)
|
1
|
Federated entered into an interest rate swap in 2010 to hedge its interest rate risk associated with its original term facility. The interest rate swap expired on April 1, 2015. Amounts reclassified from
Accumulated other comprehensive loss, net of tax
were recorded in
Debt expense
on the Consolidated Statements of Income.
|
2
|
Other than described in note 3 below, amounts reclassified from
Accumulated other comprehensive loss, net of tax
were recorded in
Gain (loss) on securities, net
on the Consolidated Statements of Income.
|
3
|
Amount includes reclassification of
$0.8 million
, net of tax from
Accumulated other comprehensive loss, net of tax
to
Retained earnings
on the Consolidated Balance Sheets as a result of the adoption of ASU 2015-02 (see
Note (2)
for additional information).
|
|
|
Payments due in
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
in millions
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Total
|
|
|||||
Purchase obligations
1
|
|
$
|
14.2
|
|
|
$
|
4.4
|
|
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
$
|
23.2
|
|
Employment-related commitments
2
|
|
9.0
|
|
|
2.5
|
|
|
1.6
|
|
|
0.0
|
|
|
13.1
|
|
|||||
Other obligations
3
|
|
0.7
|
|
|
1.0
|
|
|
0.0
|
|
|
0.0
|
|
|
1.7
|
|
|||||
Total
|
|
$
|
23.9
|
|
|
$
|
7.9
|
|
|
$
|
4.0
|
|
|
$
|
2.2
|
|
|
$
|
38.0
|
|
1
|
Federated is a party to various contracts pursuant to which it receives certain services, including services for marketing and information technology, access to various fund-related information systems and research databases, trade order transmission and recovery services as well as other services. These contracts contain certain minimum noncancelable payments, cancellation provisions and renewal terms.
The contracts require payments through the year 2020. Costs for such services are expensed as incurred.
|
2
|
Federated has certain domestic and international employment arrangements pursuant to which Federated is obligated to make minimum compensation payments.
|
3
|
Amounts include acquisition-related contingent purchase price payments and other liabilities recorded on the Consolidated Balance Sheets.
|
in thousands, except per share data, for the quarters ended
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
272,109
|
|
|
$
|
286,738
|
|
|
$
|
294,620
|
|
|
$
|
289,904
|
|
Operating income
|
|
$
|
74,555
|
|
|
$
|
87,670
|
|
|
$
|
88,636
|
|
|
$
|
84,822
|
|
Net income including the noncontrolling interests in subsidiaries
1
|
|
$
|
48,959
|
|
|
$
|
56,418
|
|
|
$
|
58,908
|
|
|
$
|
57,229
|
|
Amounts attributable to Federated Investors, Inc.
|
|
|
|
|
|
|
|
|
||||||||
Net income
1
|
|
$
|
45,443
|
|
|
$
|
52,709
|
|
|
$
|
54,925
|
|
|
$
|
55,842
|
|
Earnings per common share – Basic and Diluted
2
|
|
$
|
0.44
|
|
|
$
|
0.51
|
|
|
$
|
0.54
|
|
|
$
|
0.52
|
|
Impact of Voluntary Yield-related Fee Waivers
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
(37,482
|
)
|
|
$
|
(21,333
|
)
|
|
$
|
(18,030
|
)
|
|
$
|
(11,027
|
)
|
Less: Reduction in Distribution expense
|
|
27,896
|
|
|
16,528
|
|
|
13,797
|
|
|
7,627
|
|
||||
Operating income
|
|
(9,586
|
)
|
|
(4,805
|
)
|
|
(4,233
|
)
|
|
(3,400
|
)
|
||||
Less: Reduction in Noncontrolling interest
|
|
208
|
|
|
(208
|
)
|
|
0
|
|
|
0
|
|
||||
Pre-tax impact
|
|
$
|
(9,378
|
)
|
|
$
|
(5,013
|
)
|
|
$
|
(4,233
|
)
|
|
$
|
(3,400
|
)
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
220,522
|
|
|
$
|
228,127
|
|
|
$
|
234,321
|
|
|
$
|
243,639
|
|
Operating income
|
|
$
|
59,038
|
|
|
$
|
69,279
|
|
|
$
|
74,244
|
|
|
$
|
76,885
|
|
Net income including the noncontrolling interests in subsidiaries
|
|
$
|
36,418
|
|
|
$
|
42,263
|
|
|
$
|
44,136
|
|
|
$
|
49,169
|
|
Amounts attributable to Federated Investors, Inc.
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
36,307
|
|
|
$
|
41,759
|
|
|
$
|
44,131
|
|
|
$
|
47,610
|
|
Earnings per common share – Basic and Diluted
|
|
$
|
0.35
|
|
|
$
|
0.40
|
|
|
$
|
0.42
|
|
|
$
|
0.46
|
|
Impact of Voluntary Yield-related Fee Waivers
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
(94,112
|
)
|
|
$
|
(84,245
|
)
|
|
$
|
(83,254
|
)
|
|
$
|
(71,995
|
)
|
Less: Reduction in Distribution expense
|
|
64,654
|
|
|
60,179
|
|
|
61,283
|
|
|
54,493
|
|
||||
Operating income
|
|
(29,458
|
)
|
|
(24,066
|
)
|
|
(21,971
|
)
|
|
(17,502
|
)
|
||||
Less: Reduction in Noncontrolling interest
|
|
2,454
|
|
|
1,851
|
|
|
1,716
|
|
|
1,093
|
|
||||
Pre-tax impact
|
|
$
|
(27,004
|
)
|
|
$
|
(22,215
|
)
|
|
$
|
(20,255
|
)
|
|
$
|
(16,409
|
)
|
1
|
As a result of the adoption of ASU 2016-09, the income-tax provision for March 31, 2016 was reduced by
$0.2 million
from amounts previously reported (see
Note (2)
for additional information).
|
2
|
For the quarter ended December 31, 2016, Federated paid
$1.00
per share as a special cash dividend and a
$0.25
per share regular cash dividend. All dividends were considered ordinary dividends for tax purposes. The special dividend negatively impacted fourth quarter 2016 earnings per share by
$0.02
.
|
Category of share-based compensation plan
|
|
Number of securities to be issued upon exercise
of outstanding options |
|
Weighted-average
exercise price of outstanding options |
|
|
Number of securities
remaining available for future issuance under equity compensation plans 1 |
|
||
Equity compensation plans approved by shareholders
|
|
24,000
|
|
|
$
|
33.13
|
|
|
2,491,047
|
|
Equity compensation plans not approved by shareholders
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Total
|
|
24,000
|
|
|
$
|
33.13
|
|
|
2,491,047
|
|
1
|
Under Federated’s Stock Incentive Plan, as amended, grants of other share-based awards, such as restricted stock to Federated employees and shares of Federated Class B common stock to non-management directors, may be authorized in addition to the stock options listed above.
|
Exhibit
Number
|
|
Description
|
|
|
|
2.01
|
|
Agreement and Plan of Merger, dated as of February 20, 1998, between Federated Investors and Federated (incorporated by reference to Exhibit 2.01 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
2.02
|
|
Asset Purchase Agreement dated as of October 20, 2000, by and among Federated Investors, Inc., Edgemont Asset Management Corporation, Lawrence Auriana and Hans P. Utsch (incorporated by reference to Exhibit 2.1 of Amendment No. 2 to the Current Report on Form 8-K dated April 20, 2001, filed with the Securities and Exchange Commission on July 3, 2001 (File No. 001-14818))
|
|
|
|
2.03
|
|
Amendment No. 1, dated April 11, 2001, to the Asset Purchase Agreement dated as of October 20, 2000, by and among Federated Investors, Inc., Edgemont Asset Management Corporation, Lawrence Auriana and Hans P. Utsch (incorporated by reference to Exhibit 2.2 of Amendment No. 2 to the Current Report on Form 8-K dated April 20, 2001, filed with the Securities and Exchange Commission on July 3, 2001 (File No. 001-14818))
|
|
|
|
2.06
|
|
Definitive Agreement between Federated Investors, Inc. and Clover Capital Management, Inc. dated as of September 12, 2008 (incorporated by reference to Exhibit 2.2 to the September 30, 2008 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
2.07
|
|
Amendment No. 1 dated as of December 1, 2008 to the Asset Purchase Agreement dated as of September 12, 2008, among Federated Investors, Inc. and Clover Capital Management Inc. (incorporated by reference to Exhibit 2.07 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-14818))
|
|
|
|
2.08
|
|
Definitive Agreement between Federated Investors, Inc. and SunTrust Banks, Inc. dated July 16, 2010 (incorporated by reference to Exhibit 2.1 to the September 30, 2010 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
3.01
|
|
Restated Articles of Incorporation of Federated (incorporated by reference to Exhibit 3.01 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
3.02
|
|
Restated By-Laws of Federated (incorporated by reference to Exhibit 3.02 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
4.01
|
|
Form of Class A Common Stock certificate (incorporated by reference to Exhibit 4.01 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
4.02
|
|
Form of Class B Common Stock certificate (incorporated by reference to Exhibit 4.02 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
4.05
|
|
Shareholder Rights Agreement, dated August 1, 1989, between Federated and The Standard Fire Insurance Company, as amended January 31, 1996 (incorporated by reference to Exhibit 4.06 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
9.01
|
|
Voting Shares Irrevocable Trust dated May 31, 1989 (incorporated by reference to Exhibit 9.01 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
10.15
|
|
Federated Investors Tower Lease dated January 1, 1993 (incorporated by reference to Exhibit 10.03 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
10.16
|
|
Federated Investors Tower Lease dated February 1, 1994 (incorporated by reference to Exhibit 10.04 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
10.19
|
|
Employment Agreement, dated December 28, 1990, between Federated Investors and an executive officer (incorporated by reference to Exhibit 10.08 to the Registration Statement on Form S-1 (File No. 333-48405))
|
|
|
|
10.26
|
|
Purchase and Sale Agreement, dated as of December 21, 2000, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors, Inc., Citibank, N.A., and Citicorp North America, Inc. Company (incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 001-14818))
|
|
|
|
10.27
|
|
Amendment No. 2 to the Federated Investors Program Documents dated as of December 21, 2000, among Federated Investors, Inc., Federated Funding 1997-1, Inc., Federated Investors Management Company, Federated Securities Corp., Wilmington Trust Company, Putnam Lovell Finance L.P., Putnam Lovell Securities Inc., and Bankers Trust Company (incorporated by reference to Exhibit 10.27 of the Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 001-14818))
|
|
|
|
10.34
|
|
Annual Stock Option Agreement dated April 24, 2002, between Federated Investors, Inc. and the independent directors (incorporated by reference to Exhibit 10.1 to the June 30, 2002 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.40
|
|
Amendment to Purchase and Sale Agreement, dated as of December 31, 2003, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors, Inc., Citibank, N.A., and Citicorp North America, Inc. Company (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 001-14818))
|
|
|
|
10.41
|
|
Amendments No. 6, 5, 4, 3 and 2 to Federated Investors Tower Lease dated as of December 31, 2003; November 10, 2000; June 30, 2000; February 10, 1999; and September 19, 1996 (incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 001-14818))
|
|
|
|
10.47
|
|
Amendment dated December 31, 2004 to the Federated Investors Program Documents dated as of December 21, 2000, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors, Inc., Citibank, N.A. and Citicorp North America, Inc. (incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 001-14818))
|
|
|
|
10.49
|
|
Form of Bonus Restricted Stock Program Award Agreement (incorporated by reference to Exhibit 10.1 to the March 31, 2005 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.51
|
|
Amendment dated June 30, 2005 to the Federated Investors Program Documents dated as of December 21, 2000, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors, Inc., Citibank, N.A. and Citicorp North America, Inc. (incorporated by reference to Exhibit 10.2 to the June 30, 2005 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.52
|
|
Amendment dated June 30, 2005 to the Federated Program Master Agreement, dated as of October 24, 1997, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors Inc., Wilmington Trust Company, Putnam Lovell Finance, L.P., Putnam, Lovell NBF Securities Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.3 to the June 30, 2005 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.58
|
|
Federated Investors, Inc. Employee Stock Purchase Plan, amended as of October 26, 2006 (incorporated by reference to Exhibit 10.2 to the September 30, 2006 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.60
|
|
Amendment dated December 29, 2006 to the Federated Investors Program Documents dated as of December 21, 2000, among Federated Investors Management Company, Federated Securities Corp., Federated Funding 1997-1, Inc., Federated Investors, Inc., Citibank, N.A. and Citicorp North America, Inc. (incorporated by reference to Exhibit 10.60 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-14818))
|
|
|
|
10.61
|
|
Agreement, effective March 1, 2007, by and among Federated, Federated Investors Management Company, as transferor, Federated Securities Corp., as distributor, principal shareholder servicer and servicer, Federated Funding 1997-1, Inc., as Seller, Citibank, N.A., as purchaser, and Citicorp North America, Inc., as Program Agent (incorporated by reference to Exhibit 10.1 to the March 7, 2007 Report on Form 8-K (File No. 001-14818))
|
10.65
|
|
Form of Restricted Stock Program Award Agreement (incorporated by reference to Exhibit 10.65 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-14818))
|
|
|
|
10.67
|
|
ISDA Master Agreement and schedule between Federated Investors, Inc. and PNC Bank National Association related to the $425,000,000 forward-starting interest rate swap, entered into on March 30, 2010 and effective April 9, 2010 (incorporated by reference to Exhibit 10.2 to the June 30, 2010 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.68
|
|
ISDA Master Agreement and schedule between Federated Investors, Inc. and Citibank, N.A. related to the $425,000,000 forward-starting interest rate swap, entered into on March 30, 2010 and effective April 9, 2010 (incorporated by reference to Exhibit 10.3 to the June 30, 2010 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.69
|
|
Employment Agreement, dated July 6, 1983, between Federated Investors and an executive officer (incorporated by reference to Exhibit 10.69 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-14818))
|
|
|
|
10.70
|
|
Federated Investors, Inc. Stock Incentive Plan, amended as of April 28, 2011 (incorporated by reference to Exhibit 10.1 to the March 31, 2011 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.72
|
|
Amendments No. 8 and 7 to Federated Investors Tower Lease dated as of September 9, 2011 and August 15, 2007 (incorporated by reference to Exhibit 10.1 to the September 30, 2011 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.73
|
|
Federated Investors, Inc. Annual Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the March 31, 2012 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.75
|
|
The Second Amended and Restated Credit Agreement, dated as of June 24, 2014, by and among Federated Investors, Inc. certain subsidiaries as guarantors party thereto, the banks as lenders party thereto, and PNC Bank, National Association, PNC Bank Capital Markets LLC, Citigroup Global Markets, Inc., Citibank, N.A. and TD Bank, N.A. (incorporated by reference to Exhibit 10.1 to the June 30, 2014 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.76
|
|
Form of Restricted Stock Program Award Agreement (incorporated by reference to Exhibit 10.1 to the September 30, 2014 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.77
|
|
Form of Bonus Restricted Stock Program Award Agreement (incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-14818))
|
|
|
|
10.78
|
|
Federated Investors, Inc. Employee Stock Purchase Plan, amended as of January 1, 2016 (incorporated by reference to Exhibit 10.78 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-14818))
|
|
|
|
10.79
|
|
Agreement by and among Federated Investment Management Company, Passport Research Ltd., The Jones Financial Companies, L.L.L.P. for itself and on behalf of Edward D. Jones & Co., L.P., and Passport Holdings LLC, dated as of April 27, 2016
(incorporated by reference to Exhibit 10.1 to the March 31, 2016 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.80
|
|
Amendment No. 9 to Federated Investors Tower Lease dated as of September 9, 2016 (incorporated by reference to Exhibit 10.1 to the September 30, 2016 Quarterly Report on Form 10-Q (File No. 001-14818))
|
|
|
|
10.81
|
|
Amendment No. 1 to
Agreement by and among Federated Investment Management Company, Passport Research Ltd., The Jones Financial Companies, L.L.L.P. for itself and on behalf of Edward D. Jones & Co., L.P., and Passport Holdings LLC, dated January 27, 2017 (filed herewith)
|
|
|
|
10.82
|
|
Employment Agreement, dated October 22, 1990, between Federated Securities Corp. and an executive officer (filed herewith)
|
|
|
|
10.83
|
|
2016 Restricted Stock Award Agreement, dated June 15, 2016, by and between Federated Investors, Inc. and an executive officer (filed herewith)
|
|
|
|
10.84
|
|
Form of Bonus Restricted Stock Program Award Agreement (filed herewith)
|
|
|
|
14.01
|
|
Federated Investors, Inc. Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.01 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 001-14818))
|
|
|
|
21.01
|
|
Subsidiaries of the Registrant (Filed herewith)
|
|
|
|
23.01
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (Filed herewith)
|
|
|
|
31.01
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
|
|
|
|
31.02
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
|
|
|
|
32.01
|
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)
|
|
|
|
101.INS
101.SH
101.CAL
101.DEF
101.LAB
101.PRE
|
|
The following XBRL documents are filed herewith:
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
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FEDERATED INVESTORS, INC.
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By:
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/s/ J. Christopher Donahue
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J. Christopher Donahue
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President and Chief Executive Officer
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Date:
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February 24, 2017
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Signature
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Title
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Date
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/s/ J. Christopher Donahue
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President, Chief Executive Officer, Chairman
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February 24, 2017
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J. Christopher Donahue
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and Director (Principal Executive Officer)
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/s/ Thomas R. Donahue
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Chief Financial Officer and Director
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February 24, 2017
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Thomas R. Donahue
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(Principal Financial Officer)
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/s/ Richard A. Novak
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Principal Accounting Officer
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February 24, 2017
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Richard A. Novak
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/s/ Joseph C. Bartolacci
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Director
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February 24, 2017
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Joseph C. Bartolacci
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/s/ Michael J. Farrell
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Director
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February 24, 2017
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Michael J. Farrell
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/s/ John B. Fisher
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Director
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February 24, 2017
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John B. Fisher
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/s/ Marie Milie Jones
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Director
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February 24, 2017
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Marie Milie Jones
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/s/ David M. Kelly
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Director
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February 24, 2017
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David M. Kelly
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/s/ John W. McGonigle
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Director
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February 24, 2017
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John W. McGonigle
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Exhibit
Number
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Description
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10.81
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Amendment No. 1 to
Agreement by and among Federated Investment Management Company, Passport Research Ltd., The Jones Financial Companies, L.L.L.P. for itself and on behalf of Edward D. Jones & Co., L.P., and Passport Holdings LLC, dated January 27, 2017
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10.82
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Employment Agreement, dated October 22, 1990, between Federated Securities Corp. and an executive officer
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10.83
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2016 Restricted Stock Award Agreement, dated June 15, 2016, by and between Federated Investors, Inc. and an executive officer
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10.84
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Form of Bonus Restricted Stock Program Award Agreement
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21.01
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Subsidiaries of the Registrant
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23.01
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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31.01
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.02
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.01
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Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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2.
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SALARY
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Representative shall receive an annual salary of
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Date:
_ 12/21/90_____
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WITNESS: /s/ Anthony Burton
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1.5
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"Unvested Shares" shall mean all Shares other than Vested Shares.
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Date
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Portion Vested
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Cumulative Percentage
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June 15, 2017
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5%
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5%
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June 15, 2018
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5%
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10%
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June 14, 2019
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5%
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15%
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June 15, 2020
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5%
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20%
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June 15, 2021
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30%
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50% (restrictions lapse)
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June 15, 2022
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5%
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55%
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June 15, 2023
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5%
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60%
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June 14, 2024
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5%
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65%
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June 13, 2025
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5%
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70%
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June 15, 2026
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30%
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100% (restrictions lapse)
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3.7
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Participant hereby acknowledges and agrees that:
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6.16
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The 2016 Award is intended to be excepted from coverage under
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Date
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Portion of Shares Vested
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Cumulative Percentage
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________________, 2019
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1/3
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33.33%
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________________, 2020
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1/3
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66.67%
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________________, 2021
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1/3
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100%
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/s/ Ernst & Young LLP
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1.
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I have reviewed this annual report on Form 10-K of Federated Investors, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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February 24, 2017
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By:
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/s/ J. Christopher Donahue
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J. Christopher Donahue
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President and
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Federated Investors, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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February 24, 2017
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By:
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/s/ Thomas R. Donahue
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Thomas R. Donahue
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 24, 2017
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By:
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/s/ J. Christopher Donahue
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J. Christopher Donahue
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President and
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Chief Executive Officer
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February 24, 2017
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By:
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/s/ Thomas R. Donahue
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Thomas R. Donahue
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Chief Financial Officer
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