SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the fiscal year ended December 31, 2005.
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to ____________________
Commission file number: 1-13908
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
AMVESCAP 401(k) Plan
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AMVESCAP PLC
11 Devonshire Square
London EC2M 4YR
AUDITED FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AMVESCAP 401(k) Plan
As of December 31, 2005 and 2004 and for the Year Ended December 31, 2005
AMVESCAP 401(k) Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004 and for the
Year Ended December 31, 2005
Contents
Report of Independent Registered Public Accounting Firm.......................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements.................................................4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)...............12
Report of Independent Registered Public Accounting Firm
The Plan Administrator
AMVESCAP 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of the AMVESCAP 401(k) Plan as of December 31, 2005 and 2004, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2005. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2005 and 2004, and the changes in its net assets available for
benefits for the year ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2005 is presented for purposes of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Atlanta, GA
June 14, 2006
AMVESCAP 401(k) Plan
Statements of Net Assets Available for Benefits
December 31
2005 2004
------------------------ --------------------
Investments, at fair value:
Cash equivalents 1,266,238 251,368
AMVESCAP PLC ordinary shares 3,612,324 3,210,548
Non-employer common stock 238,513 296,886
Mutual funds 187,051,966 174,096,716
Collective trusts 92,338,918 72,314,190
Participant loans 5,880,592 6,249,551
------------------------ --------------------
Total investments 290,388,551 256,419,259
Receivables:
Employer contributions 877,136 1,155,662
Investment income 473 253
Due from brokers for sales of securities - 14,896
------------------------ --------------------
Total receivables 877,609 1,170,811
Payables:
Due to brokers for purchases of securities - 1,765
------------------------ --------------------
Total payables - 1,765
------------------------ --------------------
Net assets available for benefits 291,266,160 257,588,305
======================== ====================
See accompanying notes.
AMVESCAP 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2005
Additions:
Contributions:
Employers 11,862,659
Participants 21,268,953
Rollovers from qualified plans 12,794,914
----------
Total contributions 45,926,526
Net appreciation in fair value of investments 15,046,293
Interest and dividends 5,027,314
----------
Total additions 66,000,133
Deductions:
Benefits paid to participants (32,307,216)
Administrative expenses (15,062)
-----------
Net increase 33,677,855
Net assets available for benefits:
Beginning of year 257,588,305
----------
End of year 291,266,160
===========
See accompanying notes.
AMVESCAP 401 (K) Plan
Notes to Financial Statements
December 31, 2005
1. Plan Description
The following description of the AMVESCAP 401(k) Plan (the Plan) is provided for
general information purposes only. More complete information regarding the
Plan's provisions may be found in the Plan document and summary plan
description.
General
The Plan, established and effective January 1, 2000, and restated and amended
February 1, 2005, is a defined contribution plan for the benefit of qualifying
employees of AVZ, Inc.(the Plan Sponsor); A I M Management Group Inc. (AIM);
AMVESCAP Group Services, Inc.; INVESCO Institutional (N.A.), Inc.(INVESCO);
and Atlantic Trust Group, Inc. (Atlantic Trust) (collectively, the Employers)
and their beneficiaries to provide for retirement, death, and disability
benefits. The ultimate parent company of the Employers is AMVESCAP PLC. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended (ERISA).
Full-time or part-time salaried or hourly employees of the Employers are
generally eligible to participate in the Plan on the first day of their
employment, provided they are eligible employees, as defined. Nonresident
aliens, collective bargaining unit employees, leased employees, and independent
contractors are generally excluded from participating in the Plan.
Plan Administration
Effective February 1, 2005, the AMVESCAP Benefits Plan Committee was named the
administrator of the Plan (the Plan Administrator). AVZ, Inc. was the prior
administrator of the Plan. AMVESCAP National Trust Company (ANTC) is the Plan's
trustee and asset custodian, except for the ordinary shares of AMVESCAP PLC,
individual brokerage accounts, and grandfathered assets held in
participant-directed brokerage accounts, which are in the custody of State
Street Bank. ANTC is a wholly owned subsidiary of AMVESCAP Retirement, Inc
(ARI), a holding company whose ultimate parent company is AMVESCAP PLC.
AMVESCAP PLC sold the assets, liabilities and operations of ARI to Merrill Lynch
on July 15, 2005, but the holding company has yet to be liquidated. Prior to the
sale of ARI's assets, liabilities and operations, ARI provided record-keeping
services for the Plan. Effective July 15, 2005, ARI's assets, liabilities and
operations became part of the Princeton Retirement Group (PRG), a wholly owned
subsidiary of Merrill Lynch & Co. Effective this date, PRG began providing
record-keeping services for the Plan.
AMVESCAP 401(k) Plan
Notes to Financial Statements (continued)
1. Plan Description (continued)
Contributions
The Plan permits participants to make pretax elective deferrals of 1% to 75% of
compensation, as defined, subject to certain limitations under the Internal
Revenue Code (Code).Participants who attained the age of 50 during the year may
make catch-up contributions for prior years in accordance with IRS guidelines.
The Employers will not match these catch-up contributions.
The Employers are required to make matching contributions of 100% of the first
3% of compensation contributed by each participant, plus 50% of the next 2% of
compensation contributed by each participant. The Employers may also elect to
make a discretionary profit-sharing contribution to the Plan. Any discretionary
profit-sharing contributions are allocated based on relative compensation to all
eligible employees employed on the last day of the Plan year as well as those
who separate from service during the Plan year due to death, disability, or
retirement at age 59 1/2. No such discretionary contributions were made for the
year ended December 31, 2005.
The Plan also accepts rollovers of distributions from other tax-qualified plans.
Participant Accounts
The Plan is a defined contribution plan under which separate accounts are
maintained for each participant. Each participant's account is credited with
his/her elective deferrals, rollover contributions, employer matching
contributions, and allocations of employer profit-sharing contributions,
investment income and investment gains (losses). Investment gains (losses) are
valued and allocated to participants' accounts daily based on their relative
account balances in each investment option.
Vesting
Eligible participants are immediately vested in all contributions to the Plan.
1. Plan Description (continued)
Benefits
Benefits may be paid to a participant upon attainment of normal retirement age
(59 1/2), death, disability, or termination of employment. The normal form of
benefit is a lump-sum distribution. A participant may also elect to receive
installment payments. Distributions may be made by payment of a lump sum or may
be deferred by the participant if the accrued account balance exceeds $5,000.
Distribution amounts are determined based on the market value of the
participant's account as of the date the record-keeper processes the
distribution.
Any portion of a participant's account which is held in AMVESCAP PLC ordinary
shares may be distributed in-kind at the election of the participant, with a
minimum of 100 shares required to make this election.
Effective August 1, 2005, a participant is permitted an in-service withdrawal,
on a quarterly basis, from the vested portion of his/her account if he/she has
reached age 59 1/2. Prior to this change, participants were allowed annual
in-service withdrawals of amounts in a rollover account or after-tax account
(from prior plans) upon reaching normal retirement age.
Loans to Participants
The Plan permits loans to participants up to the lesser of 50% of the
participant's vested account balance or $50,000, less certain amounts for loans
outstanding during the prior year. For purposes of determining the maximum
amount a participant may borrow, the outstanding principal balance of loans
under any other plan of the Employers is also considered. A participant may have
only one outstanding loan at a time from the Plan or the AMVESCAP Money Purchase
Plan. A participant generally has up to five years to repay the principal and
interest, unless the loan is for the purchase of a residence, in which case the
repayment period is up to ten years. Loans are made for a minimum of $500, and
loan processing fees are charged directly to the participant's account. Interest
rates on loans to participants are determined at the time the loan is made based
on market rates, as determined by the Plan Administrator. Principal and
interest is paid ratably through bi-monthly payroll deductions.
Effective July 15, 2005, participants whose employment terminated in connection
with the sale of ARI to Merrill Lynch may rollover their loans to eligible
retirement plans maintained by Merrill Lynch.
2. Investment Options
The Plan offers investment options that include mutual funds and
collective trusts managed by INVESCO, AIM, and Atlantic Trust. Effective August
1, 2005, the Plan Administrator added additional fund options to the Plan.
Participants can now elect model portfolios that provide a broader, balanced
option approach. A participant can chose from five portfolios made up of Plan
fund offerings based on various risk tolerance levels.
The Mutual Fund Window (MFW), which permits participants to establish an
individual brokerage account through State Street Brokerage, was changed on
August 1, 2005, to allow participants to invest 100% of their total account in
various mutual funds through this MFW. Prior to this change, participants were
allowed to invest up to 25% of their account through this individual brokerage
account.
Effective August 1, 2005, the Plan does not allow new contributions into the
AMVESCAP Stock Fund. Prior to this change, participants could invest no more
than 10% of their total account into this stock fund. Under London Stock
Exchange rules governing insider trading, "close periods" are designated at the
close of each calendar quarter during which purchases and sales in the stock
fund are restricted.
The separate investment options made available under the Plan may be changed,
eliminated, or modified from time to time by the Plan Administrator.
Participants make their investment elections in 1% increments with changes and
transfers allowed on a daily basis.
3. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires the Plan Administrator to use estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates. However, in the opinion
of the Plan Administrator, such differences would not be significant.
3. Summary of Significant Accounting Policies (continued)
Risks and Uncertainties
The Plan provides for investment in securities, which, in general, are exposed
to various risks, such as interest rate, credit, and overall market volatility
risks. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in the values of the investment
securities will occur in the near term, and such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
Investment Valuation
Investments in securities traded on securities exchanges are valued at the
quoted market price on the last business day of the Plan year. Loans to
participants are carried at the amounts outstanding, which approximate their
estimated fair values.
Investments in units of collective trust funds are valued at the net unit value
of the respective collective trust funds as calculated each day by the trustee.
Investments in shares of investment companies (mutual funds) are valued at the
quoted market price in an active market on the last business day of the Plan
year.
Income Recognition
Dividend income is accrued on the ex-dividend date. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis.
3. Summary of Significant Accounting Policies (continued)
Net Appreciation (Depreciation) in Fair Value of Investments
Realized gains (losses) from the sales of investments and changes in unrealized
appreciation (depreciation) are aggregated and reported in the accompanying
statement of changes in net assets available for benefits as net appreciation in
fair value of investments.
Administrative Expenses
Certain administrative functions are performed by officers or employees of the
Employers. No such officer or employee receives compensation from the Plan. A
majority of administrative expenses are paid by the Employers. Effective January
1, 2005, INVESCO no longer charges investment management fees related to the
Plan's trust funds. Previously, such fees were paid by the Plan.
4. Investments
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31 are as follows:
2005
INVESCO Stable Value Trust Fund $ 34,058,292
INVESCO 500 Index Trust Fund 30,166,357
AIM Basic Value Fund - Institutional Share Class 25,324,706
AIM Small Cap Growth Fund - Institutional Share Class 25,199,577
AIM International Growth Fund - Institutional Share Class 24,957,158
AIM Dynamics Fund, Class A 19,282,132
AIM Large Cap Growth Fund - Institutional Share Class 18,504,150
AIM Diversified Dividend Fund, Class A 15,054,998
2004
INVESCO Stable Value Trust Fund $ 30,803,469
AIM Basic Value Fund, Class A 26,264,901
AIM International Growth Fund, Class A 19,754,727
AIM Dynamics Fund, Class A 19,644,145
AIM Small Cap Growth Fund, Class A 18,835,630
AIM Aggressive Growth Fund, Class A 13,210,111
4. Investments (continued)
Net appreciation (depreciation) in the fair value of investments (including
investments purchased and sold, as well as held during the year) for the year
ended December 31, 2005, is as follows for each investment type, as determined
by the quoted market prices or trustee valuations:
AMVESCAP PLC ordinary shares $ 836,934
Non-employer common stock (6,203)
Mutual funds 10,925,231
Collective trusts 3,290,331
-----------
Net appreciation in fair value of investments $ 15,046,293
===========
5. Related-Party Transactions
A significant portion of the Plan's assets are invested in mutual and collective
trust funds managed by the Employers and their affiliates, INVESCO, AIM, and
Atlantic Trust. Such funds are charged management fees by the Employers and
their affiliates. As discussed in Note 3, INVESCO no longer charges
investment management fees related to the Plan's trust funds. Previously, such
fees were paid by the Plan.
At December 31, 2005 and 2004, the Plan held 518,538 and 588,260 ordinary shares
of AMVESCAP PLC common stock, respectively, which represents an ownership
interest in AMVESCAP PLC of less than 1%.
6. Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated January 9, 2003, stating that the Plan is qualified under Section 401(a)
of the Code and, therefore, the related trust is exempt from taxation.
Subsequent to this determination letter by the Internal Revenue Service,
the Plan was restated and amended. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan, as
restated and amended, is qualified and the related trust is tax exempt.
7. Plan Termination
The Plan Administrator intends to continue the Plan. However, the Plan
Administrator, through its board of directors or the board's designee, reserves
the right to amend, modify, or terminate the Plan at any time subject to the
provisions of ERISA. If the Plan is amended, participants will remain 100%
vested and the benefits already credited to participants under the Plan will
not be reduced unless required by the Internal Revenue Service. Because the
Plan is not a defined benefit pension plan under ERISA, the Plan's benefits are
not insured by the Pension Benefit Guaranty Corporation.
8. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2005 2004
-------------------------------------------
Net assets available for benefits per the financial statements $ 291,266,160 $ 257,588,305
Amounts allocated to withdrawn participants 1,349,690 -
-------------------------------------------
Net assets available for benefits per the Form 5500 $ 289,916,470 $ 257,588,305
===========================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended December
31, 2005
---------------------
Benefits paid to participants per the financial statements $ 32,307,216
Add amounts allocated to withdrawing participants as of end
of year 1,349,690
---------------------
Benefits paid to participants per the Form 5500 $ 33,656,906
=====================
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
Supplemental Schedule
AMVESCAP 401 (k) Plan
EIN: 58-2287224 Plan Number: 010
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
December 31, 2005
(a) (b) (c) (e)
Identity of Issue, Borrower, Description of Current
Lessor or Similar Party Investment Value
------- ------------------------------------------- ------------------------------------------------- ---------------------
Cash 154,324
SSgA Money Market Fund 1,111,914
* AMVESCAP PLC Ordinary shares of common stock 3,612,324
* INVESCO Institutional Retirement Trust Stable Value Trust Fund 34,058,292
* INVESCO Institutional Retirement Trust International Equity Trust Fund 5,793,696
* INVESCO Institutional Retirement Trust 500 Index Trust Fund 30,166,357
* INVESCO Institutional Retirement Trust Equity Real Estate Securities Trust Fund 4,885,501
* INVESCO Institutional Retirement Trust Structured Small Cap Value Equity Trust Fund 5,747,036
* INVESCO Institutional Retirement Trust Core Fixed Income Trust Fund 11,688,035
* AIM Advisors, Inc. Dynamics Fund, Class A 19,282,132
* AIM Advisors, Inc. Diversified Dividend Fund, Class A 15,054,998
* AIM Advisors, Inc. Large Cap Growth Fund - Institutional Share Class 18,504,150
* AIM Advisors, Inc. Small Cap Growth Fund - Institutional Share Class 25,199,577
* AIM Advisors, Inc. Int'l. Growth Fund - Institutional Share Class 24,957,158
* AIM Advisors, Inc. Basic Value Fund - Institutional Share Class 25,324,706
* AIM Advisors, Inc. Weingarten Fund, Class A 73,865
* AIM Advisors, Inc. Global Equity Fund, Class A 1,298
* AIM Advisors, Inc. High Yield - Investor Class 105,260
* AIM Advisors, Inc. Energy Fund, Class A 15,888
* AIM Advisors, Inc. Select Equity Fund, Class A 1,628
* AIM Advisors, Inc. Global Aggressive Growth Fund, Class A 74,518
* Atlantic Whitehall Funds Mid Cap Growth Fund - Institutional Share Class 13,185,217
SSgA S&P Mid Cap Index SL Fund 10,209,772
SSgA Russell 1000 Value Index SL Fund 3,639,721
SSgA Russell 1000 Growth Index SL Fund 14,455,465
SSgA Passive Bond Market Index SL Fund 778,085
SSgA Treasury Inflation Protected Fund 811,216
SSgA Russell 2000 Growth Index SL Fund 293,003
SSgA Russell Daily EAFE Fund 299,996
SSgA Russell REIT Index 1,088,560
PIMCO Real Return Fund - Institutional Share Class 992,107
Artisan Mid Cap Value Fund - Investor Shares 3,601,952
AllianceBernstein International Value Fund - Advisor Shares 3,613,165
Lasso Long & Short Strategic Opportunities Fund 2,563,912
Various non-Employer Stock and Mutual Funds Various publicly traded self-directed investments 3,163,131
* Participant loans Promissory notes, with interest ranging
from 4.86% to 10.5% and varying maturities 5,880,592
----------------
290,388,551
================
*Party in Interest
Note: Column (d) cost information is not applicable
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMVESCAP 401(k) Plan
By: AMVESCAP Benefits Plan Committee
Plan Administrator
Date: June 27, 2006 By: _/s/ Robert F McCullough____
----------------------------
Name: Robert F. McCullough
Title: Chairman
EXHIBIT INDEX
Exhibit 23.1 Consent of Ernst & Young LLP