SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 31, 2002
STILWELL FINANCIAL INC.
(Exact name of company as specified in its charter)
DELAWARE 001-15253 43-1804048
- ------------------------------- -------------------- ----------------------
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
920 Main Street, 21st Floor, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code:
(816) 218 - 2400
Not Applicable
(Former name or former address if changed since last report)
Item 5. Other Events
Intangible Assets and Goodwill Supplementary Information
Stilwell Financial Inc. ("Stilwell" or the "Company") records and reports its
intangible assets and goodwill pursuant to Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("FAS 142"). Stilwell
adopted in 2001 the provisions of FAS 142 for acquisitions that occurred on or
after July 1, 2001. With respect to transactions occurring prior to July 1,
2002, FAS 142 was adopted on January 1, 2002.
To provide a basis for comparison to the amortization totals expected to occur
during 2002 and beyond, currently estimated to be approximately $5.4 million
annually, the following tables summarize the impact of the adoption of FAS 142
on prior year amounts (in millions, except per share data):
Year ended December 31,
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1999 2000 2001
---------------- ---------------- -------------------
Reported net income $ 313.1 $ 663.7 $ 302.3
Identified intangible asset amortization 3.9 5.1 27.5
Goodwill amortization 5.8 6.3 24.8
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Adjusted net income $ 322.8 $ 675.1 $ 354.6
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Year ended December 31,
-------------------------------------------------------------
1999 2000 2001
---------------- ---------------- -------------------
Basic Earnings per share:
Reported net income $ 1.40 $ 2.98 $ 1.37
Identified intangible asset amortization 0.02 0.02 0.13
Goodwill amortization 0.03 0.03 0.11
---------------- ---------------- -------------------
Adjusted net income $ 1.45 $ 3.03 $ 1.61
================ ================ ===================
Year ended December 31,
-------------------------------------------------------------
1999 2000 2001
---------------- ---------------- -------------------
Diluted Earnings per share:
Reported net income $ 1.38 $ 2.90 $ 1.31
Identified intangible asset amortization 0.02 0.02 0.12
Goodwill amortization 0.03 0.03 0.11
---------------- ---------------- -------------------
Adjusted net income $ 1.43 $ 2.95 $ 1.54
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Janus Capital Management LLC Operating Agreement
Attached under Item 7, as Exhibit 10.1, is the Limited Liability Company
Agreement of Janus Capital Management LLC, dated as of April 1, 2002.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(10) Material Contracts
10.1 Limited Liability Company Agreement
of Janus Capital Management LLC,
dated as of April 1, 2002
(99) Additional Exhibits
99.1 News release issued by Stilwell
Financial Inc., dated June 3, 2002,
reporting Stilwell's preliminary assets
under management as of May 31, 2002
and average assets under management
for the two and five months ended May
31, 2002, is attached hereto as Exhibit
99.1.
Item 9. Regulation FD Disclosure
Stilwell is furnishing under Item 9 of this Current Report on Form
8-K the information included as Exhibit 99.1 to this report. Exhibit 99.1 is the
Stilwell news release, dated June 3, 2002, that reports Stilwell's preliminary
assets under management as of May 31, 2002 and average assets under management
for the two and five months ended May 31, 2002.
The information in this Current Report on Form 8-K under Item 9,
including the related exhibits, is furnished pursuant to Item 9 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Section.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Stilwell Financial Inc.
Date: June 7, 2002 By: /s/ Douglas E. Nickerson
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Douglas E. Nickerson
Vice President, Controller and Treasurer
(Principal Accounting Officer)
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