Invested in Connecting
Janus Henderson is a global asset manager with more than 350
investment professionals and expertise across all major asset
classes. Our individual, intermediary and institutional clients span the
globe and entrust us with more than US$400 billion of their assets.
Our commitment to active management offers clients the opportunity
to outperform passive strategies over the course of market cycles.
Through times of both market calm and growing uncertainty, our
managers apply their experience weighing risk versus reward
potential – seeking to ensure clients are on the right side of change.
Invested in Connecting
Connections enable strong relationships with clients based on trust
and insight as well as the flow of ideas among our investment teams
and our engagement with companies, all of which allow us to make
a positive difference. These connections are central to our values
as a firm, to what active management stands for and to the
outperformance we seek to deliver.
Why Janus Henderson?
Active because active matters
We selectively invest in what we believe are the most compelling
opportunities. Our investment teams are free to form their own
views and seek to actively position portfolios to connect clients
with their financial objectives.
Global strength to deliver local solutions
We offer true global reach with a presence in all major markets,
combined with the responsiveness, tailored solutions and
personal touch you would expect from a local partner.
Empowering clients through Knowledge Shared
We connect our clients with insights and knowledge that
empower them to make better investment and
business decisions.
BUSINESS REVIEW
2 Group at a glance
4 Chairman’s statement
6 Chief Executive Officer’s statement
8
Investment management overview
10 Investments by capability
12 Distribution overview
14 Corporate social responsibility
GOVERNANCE
16 Board of Directors
18 Governance overview
21 Report of Independent Registered
Public Accounting Firm
FORM 10 -K
22 Form 10-K
OTHER INFORMATION
178 Shareholder information
Business highlights
2020 was an unprecedented year. Global markets
and investment performance drove a 7% increase in
assets under management to US$402 billion, despite
challenging net outflows of US$24 billion. Investment
performance remained solid, distribution gathered
momentum and our financial results were strong. Our
people’s resilience and tireless efforts have made us a
stronger company as we continue to make significant
progress on our path to achieving Simple Excellence.
3-year investment outperformance1 (%)
Assets under management (US$bn)
65%
2020
2019
2018
401.6bn
65
76
61
2020
2019
2018
US GAAP diluted EPS2 (US$)
US GAAP operating margin2 (%)
0.87
2020
2019
2018
6.9%
0.87
2.21
2.61
2020
2019
2018
Adjusted diluted earnings per share3 (US$)
Adjusted operating margin3 (%)
3.01
2020
2019
2018
38.0%
3.01
2.47
2.74
2020
2019
2018
Net new money growth4(%)
Dividend per share (US$)
(7)%
(7)
(8)
(5)
1.44
2020
2019
2018
2020
2019
2018
Notes
In accordance with the Australian Securities and Investment
Commission Corporations Instrument 2016/191, amounts in
this Annual Report have been rounded to the nearest
US$0.1 million, unless otherwise stated.
1. Investment performance data represents percentage of
assets under management (AUM) outperforming the
relevant benchmark over three years. See page 2 for
additional time periods. Full performance disclosures
detailed on the inside back cover.
2. In March 2020, the World Health Organisation declared the
novel coronavirus a pandemic. Our financial results were
directly impacted by volatility in the global financial markets.
This resulted in the recognition of a US$513.7 million
goodwill and intangible asset impairment charge during the
year ended 31 December 2020.
3. See adjusted financial measures reconciliation on Form
10-K pages 46 to 48 for additional information.
4. Calculated as total flows divided by beginning of period
AUM.
401.6
374.8
328.5
6.9
24.7
28.2
38.0
35.8
39.0
1.44
1.44
1.40
1
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 GROUP AT A GLANCE
Janus Henderson is an independent global asset manager, specialising
in active management. We offer a broad range of investment solutions
across all major asset classes to a client base around the world.
Our guiding principles
We aim to:
• Be a partner our clients can trust, working to deliver excellence
in both investment returns and service.
• Partner with each other on our responsibilities to our clients, and create
an environment where all our colleagues can thrive and successfully
achieve their personal and professional goals.
• Be a responsible steward for our owners, pursuing efficiency and
delivering stable and consistent financial returns.
e s u c c eed as a tea
m
W
Our Purpose
We exist to help
our clients achieve
their long-term
financial goals
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Assets under management (AUM)
Capability
Percentage of AUM outperforming benchmark
AUM (US$bn)
1 year
3 years
5 years
Equities
Diverse set of strategies encompassing a wide range of
geographic focuses and investment styles.
219.4
2019: 204.0
54%
54%
67%
Fixed Income
Coverage across the asset class, applying a wide range of
differentiated techniques.
Multi-Asset
US teams manage US and global asset allocation strategies; UK
teams include asset allocation specialists, traditional multi-manager
investors and those focused on alternative asset classes.
Quantitative Equities
Our quantitative equity manager, Intech®, applies advanced
mathematics and systematic portfolio rebalancing intended
to harness the volatility of movements in stock prices.
Alternatives
Range of investment solutions for clients bringing together
specialised skills to manage multi-asset, absolute return
investments within risk controlled frameworks.
Total assets under management
81.5
2019: 74.8
48.0
2019: 39.8
42.0
2019: 45.2
10.7
2019: 11.0
401.6
2019: 374.8
92%
96%
90%
97%
96%
94%
69%
24%
16%
97%
97%
100%
68%
65%
72%
Note: Investment performance data represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed on the inside back cover. All data
as at 31 December 2020, unless stated otherwise.
2
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
Investments by capability
We offer expertise across all major asset classes, with investment teams situated
around the world.
For more information go to page 10.
Corporate social responsibility (CSR)
We believe there is a strong link between sustainability issues and the companies that
will grow and succeed going forward. This applies to us as an organisation and to the
companies our investment teams actively engage with in their pursuit of long-term
returns for our clients.
For more information go to page 14.
Global geographic distribution
We have strong distribution platforms and deep client relationships in the US, UK,
Continental Europe, Japan and Australia, and an evolving business in Latin America
and the Middle East.
NORTH
AMERICA
Total AUM:
US$220.6bn
Investment professionals:
162
Distribution professionals:
298
Established North American
distribution network serving
a diverse set of clients across
financial intermediaries,
institutions and self-directed
channels.
EMEA & LATIN
AMERICA
Total AUM:
US$124.1bn
Investment professionals:
145
Distribution professionals:
214
Strong retail and institutional
client base in the UK with
an established Investment
Trust business. Strong
relationships with global
distributors in Continental
Europe and growing
institutional opportunities.
The organic build-out of our
Latin American business is
gathering momentum.
ASIA
PACIFIC
Total AUM:
US$56.9bn
Investment professionals:
44
Distribution professionals:
76
Strategic partnership with
Dai-ichi Life and its partners
supports the growth of our
Japanese business. Australian
distribution offers a suite
of global and domestic
capabilities. The wider Asian
business continues to evolve,
with growing brand presence.
Our Strategy: Simple Excellence
Strengthening our core foundation while maximising growth potential.
DELIVERING ON OUR STRATEGY OF SIMPLE EXCELLENCE
PRODUCE DEPENDABLE INVESTMENT OUTCOMES
EXCEL IN DISTRIBUTION AND CLIENT EXPERIENCE
FOCUS AND INCREASE OPERATIONAL EFFICIENCY
PROACTIVE RISK AND CONTROL ENVIRONMENT
DEVELOP NEW GROWTH INITIATIVES
Assets under management
AUM by client type (%)
Our clients are financial professionals as
well as private and institutional investors.
20
32
48
Intermediary
Institutional
Self-directed
US$192.9bn
US$127.6bn
US$81.1bn
AUM by capability (%)
We manage assets diversified across
five core investment capabilities.
3
10
12
20
55
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
US$219.4bn
US$81.5bn
US$48.0bn
US$42.0bn
US$10.7bn
AUM by client location (%)
We manage assets for a globally diverse
client base.
14
31
55
FOCUS AND EXECUTION LAY THE FOUNDATION FOR A
SUCCESSFUL BUSINESS BUILT FOR THE LONG TERM
POSITIVE FLOWS AND
AUM GROWTH
REVENUE YIELD STABILITY
AND PROFITABIITY
North America
EMEA & Latin America
Asia Pacific
US$220.6bn
US$124.1bn
US$56.9bn
3
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 CHAIRMAN’S STATEMENT
“ I’m encouraged by
the progress made in 2020
and the strong foundations
that have been built to strive
for organic growth, despite
the threats posed by the
global pandemic.”
Richard Gillingwater, Chairman
2020 markets and business environment
The year past is one we will never forget. 2020 was a remarkable year for
all companies in very different ways and presented us with some of the most
considerable challenges we have ever faced as societies, businesses and
individuals. Despite the difficulties many have faced, we are fortunate that
through the dedication of our colleagues we have had a successful year.
The Company has adapted extremely well to the workplace challenges
posed by the global pandemic. Our IT infrastructure has been remarkably
robust, allowing us a near instantaneous and complete transferral from our
26 global office locations to a remote working environment, operating from
over 2,000 individual home offices. We are pleased that the work we have
undertaken on resilience has helped to enable this success. We also
recognise the exceptional efforts, commitment and collaboration of our
colleagues in delivering this transition. During these times, the Board has
accordingly heightened its scrutiny of our approach around the impacts
of COVID-19 on the business.
2020 also marked a year of considerable volatility in the markets, with
markets dipping dramatically in March, as COVID-19 spread worldwide.
A coordinated and unprecedented monetary response by central banks,
in particular the US Federal Reserve, along with fiscal policy responses
from governments around the world, helped markets recover and rally once
again. November then saw the outcome of the US election coupled with
news of the approval of the first COVID-19 vaccines send markets to new
highs by the year end. The season also marked the end of the Brexit
transition period, and as a result of our extensive preparations, we were
well prepared for the outcome and are able to seamlessly continue to
deliver services to our continental European-based clients.
Business performance
At the core of Janus Henderson is our commitment to active asset
management and our number one priority remains producing excellent and
dependable investment outcomes for our clients. Despite market volatility,
our long-term investment performance remained solid, with 65% of our total
assets performing ahead of benchmarks over three years and 72% over
five years as at 31 December 20201. Our performance during the year was
mixed across our diverse set of capabilities and strategies. We saw areas
of strength in Fixed Income and European Equities, counterbalanced with
weakness in some strategies within our established US Equity franchise.
We were pleased to see assets under management finish the year at
US$402 billion, 7% higher than where they started, staging a decent
recovery from the impact of the market sell-off in the first quarter of the
year and despite the disappointing continuation of net outflows in 2020.
We do, however, remain encouraged by the improvement in net outflows
during the second half of the year and remain convinced by the good
progress we are making in delivering on our strategy of Simple Excellence,
which is designed to deliver organic growth and to increase profitability.
Financial strength and capital management
The Board takes an active, disciplined approach to the management of the
Group’s cash and capital resources and believes in balancing the capital
needs and the investment opportunities of the business with shareholder
interests, without emphasising the use of leverage. Janus Henderson’s
financial position and operating cash flows remain strong. Despite the
market turmoil in the first quarter of 2020, we maintained our solid
dividend payout to shareholders and continued our on-market share
buyback programme throughout the year, decreasing shares outstanding
by a further 3.5%. Overall, the Group returned US$394 million to
shareholders through dividends and buybacks, demonstrating the Board’s
commitment of returning excess capital to shareholders.
1 Investment performance data represents percentage of AUM outperforming the relevant benchmark. See page 2 for additional time periods. Full performance disclosures detailed on the inside
back cover.
4
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 CORPORATE SOCIAL
RESPONSIBILITY
The Board recognises the importance of corporate social responsibility in order
to achieve long-term sustainable success, and we are pleased by the progress
made during the year towards establishing a fully-integrated approach to
environmental, social and governance (ESG) issues across the Company.
We implemented a new governance structure for ESG, which better reflects
our commitment to corporate social responsibility as being critical to our
long-term sustainable success and focuses our approach to positively
addressing the challenges faced. We also renewed our long-standing
commitment to responsible investing through relaunching our ESG Investment
(cid:84)rinciples detailing how ESG considerations form a key component of the
investment processes employed by our investment teams. Our clients are
increasingly interested in the broader impact generated by their investments
and we believe that an active investment approach is needed to fully
understand, respond to and incorporate the impact of ESG issues in investing.
Similarly, our clients, colleagues and shareholders are becoming increasingly
interested in how we manage sustainability within our business and culture.
As a company, we are committed to acting responsibly, not only in the way
we invest and engage with our clients, but also in supporting our colleagues,
managing our impact on the environment and contributing to the communities
in which we work. We remain committed to furthering our efforts and continue
to implement policies, training, recruitment and recognition practices that help
foster a diverse and inclusive environment. We also remain steadfast in our
commitment to reduce our impact on the environment. This continues to be
reflected in our ongoing target to maintain carbon neutrality for all our global
operations and business travel, which we have consistently achieved
since 200(cid:280).
Dai-ichi
I would like to take the opportunity to express our thanks to our strategic
partner, Dai-ichi Life Holdings, Inc. (Dai-ichi), who, after more than eight
years of successful partnership has made the decision as an organisation
to reallocate its capital investments differently, with a more concentrated
focus on the global insurance market. Our relationship remains strategically
important to both organisations, and under a new Strategic Co-operation
Agreement, we will continue to collaborate and look for opportunities to
further support the growth of each other’s businesses, including through
the secondment of a senior Dai-ichi executive in an operating role at Janus
Henderson in Japan. Dai-ichi has been a very supportive partner and we
look forward to a continued favourable relationship. We are disappointed
to lose Dai-ichi as a shareholder and to lose its representation on our
Board; nevertheless, we are gratified that the essence of our relationship
will continue into the future. I would like, in particular, to thank Tastusaburo
Yamamoto for his service on our Board and for the tremendous
collaboration, experience and insights he has brought to the Group for
more than five years.
Conclusion
I express my gratitude to my fellow Board members for their continued
commitment and to all of our colleagues at Janus Henderson for their
heroic efforts in keeping the firm in good shape throughout this challenging
year. My thanks also to our clients and shareholders for their ongoing support.
“ The Board recognises the
importance of corporate
social responsibility in
order to achieve long-term
sustainable success, and
we are pleased by the
progress made during the
year towards establishing
a fully-integrated approach
to environmental, social
and governance issues
across the Company.”
In concluding, I am encouraged by the progress made in the business in
2020 and the strong foundations that have been built to strive for organic
growth, despite the threats posed by the global pandemic. Although we
may continue to face challenges in the path ahead, the rollout of vaccines
across the world make me hopeful that 2021 will see a return to a more
normal business life.
Richard Gillingwater, Chairman
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
5
Business Review
CHIEF EXECUTIVE
OFFICER’S STATEMENT
“ Despite the unprecedented
events of 2020, I’m delighted
that we’ve continued to
make significant progress
on delivering our strategy
of Simple Excellence.”
Richard Weil, Chief Executive Officer
Despite the exceptionally challenging year, we have continued to make
significant progress on our path to achieving Simple Excellence. Investment
performance remains solid, distribution is gathering momentum, as seen
in our improving flow trends through the year, and our financial results
are strong. We continue to work tirelessly for our clients and our people’s
dedication is a testament to the culture we’ve collectively fostered since
our merger. Though global challenges persist, our resilience and ongoing
efforts have made us a stronger company for the future.
We experienced US$24.4 billion of net outflows in 2020, which was
disappointing. However, the headline flow result masks a very important
trend of progress building through the year. We have seen strong and
growing momentum in our flows and are optimistic as we begin 2021.
(cid:4)fter a tough first half with net outflows of US$20.4 billion – over 80(cid:409) of
net outflows in the year – the second half of the year improved, reducing
to US$4.0 billion of net outflows.
2020 results
2020 was marked by a number of events that were historically
unprecedented. For investors, the year was characterised by volatile
market conditions with sharp swings in equity markets and wide
dispersion in returns in fixed income markets.
Despite the difficult market conditions in the first half of the year, our
investment performance remained solid across our diverse set of
capabilities. (cid:4)s at 31 December 2020, over the one-, three-, and five-year
time periods, 68(cid:409), 65(cid:409) and (cid:280)2(cid:409) of assets beat their respective
benchmarks1. Fixed Income performance was extremely strong with
at least 90(cid:409) of (cid:4)UM beating respective benchmarks over those time
periods. We had mixed results in certain US equity strategies, but the
overall resilience in investment performance demonstrates the benefits
of being a truly global and diversified business.
In our intermediary business, the EME(cid:4) and Latin (cid:4)merica region
experienced positive net flows for the full year 2020. Flows were spread
across a diverse product mix, led by positive flows in Continental Europe
and the UK, with the UK starting to see a recovery during the year after
a few challenging years, as a Brexit resolution neared and finally passed.
Our institutional business remains a key focus and we are making
progress, demonstrated by the US$8.8 billion in gross inflows in the fourth
quarter of 2020. However, that progress has not yet translated into positive
net flows and there is much work to be done across all regions. And lastly,
in July 2020, we reopened our Direct channel in the US following more
than a decade of closure, which positions us to connect with and service
the needs of many of our most loyal retail customers.
On the product side, we are seeing momentum in a broad set of strategies
across our capabilities. Fixed Income experienced US$3.0 billion of net
inflows in the second half of the year, an organic growth rate of 8(cid:409), led
by growth in our Strategic Fixed Income strategy, (cid:4)bsolute (cid:87)eturn Income
strategy and our active fixed income ETFs. Our Multi-(cid:4)sset capability
experienced net inflows of US$3.5 billion in 2020, growing at an organic
growth rate of 9(cid:409). This was led by inflows into the Balanced strategy
across the globe, despite the announcement in June 2020 of the
retirement of long-time portfolio manager, Mark (cid:84)into, effective (cid:4)pril 2021.
In Equities, outflows in certain US equity strategies following a period of
underperformance dominated the flows for the year. However, we continue
to see increased client interest in some of our highly differentiated
strategies, such as Global Life Sciences, Global Technology and Global
Sustainable Equity.
1 Full performance disclosures detailed on the inside back cover. See page 2 for data by capability.
6
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
Finally, our financial results for the full year were strong. Our full-year
adjusted operating margin was a very healthy 38(cid:409) – an improvement from
36(cid:409) in 2019 – driven by a higher net management fee margin and a better
outcome on performance fees compared to the prior year. Adjusted diluted
E(cid:84)S for the year improved 22(cid:409) to US$3.01, compared to US$2.4(cid:280) in 2019.
Our balance sheet remains robust and we continue to generate significant
cash flow, generating in excess of US$640 million in cash in 2020. This
supports ongoing investment in the business and the US$394 million
returned to shareholders through quarterly dividends and share buybacks.
Simple Excellence is working
Despite the unprecedented events of 2020, I am delighted that we have
continued to make significant progress on delivering our strategy of Simple
Excellence across each of our five strategic pillars(cid:331) 1) (cid:84)roduce dependable
investment outcomes; 2) Excel in distribution and client experience;
3) Focus and increase operational efficiency; 4) Foster a proactive risk and
control environment and 5) Develop new growth initiatives. Our strategy is
centred on the belief that a combination of relentless focus and disciplined
execution across the fundamental parts of our core business will drive
future success as a global active asset manager. Simple Excellence forms
the strong foundation for a stable and resilient business and supports
increasing profitability and sustained growth in the long run. This means
organically scaling operations and growing profitability across our existing
core franchise. It also means that, in time, it would enable us to remain
alert to inorganic growth opportunities, which complement our strategy
and operating model.
Produce dependable investment outcomes
We have world-class investment teams and they have overall demonstrated
industry-leading results, exceeding both benchmarks and peers.
Despite the market volatility and challenging conditions, our investment
performance has remained solid. We experienced some mixed pockets
of performance from the market sell-down in the first quarter of the year,
but our investment teams maintained rigorous discipline in their investment
processes in seeking to deliver on their client commitments. We also took
steps to strengthen our investment teams during the year, recruiting
excellent talent, including a new US Head of Fixed Income and Director
of (cid:87)esearch and we have more recently filled a key position with a new
Global Head of ESG Investments who will be leading our approach to
ESG issues across all our investment capabilities.
Excel in distribution and client experience
In distribution, we finished the year with real momentum. Improving flows
in the second half of the year demonstrate the resilience and diversification
in our broad platform and capabilities. Since Suzanne Cain, our Global
Head of Distribution joined us in May 2019, she has revitalised and
consolidated her teams, globalising what had substantially been regional
efforts. This has enabled us to take a more focused and strategic approach
to global distribution, both across products and clients and is built on our
ability to leverage our client tools worldwide. We have further strengthened
our global distribution and product platform with a modernised client
experience and technology and new senior hires, including new Global
Heads of Consultant (cid:87)elations, (cid:84)roduct and (cid:84)roduct Strategy & ESG,
the latter of which will further support our articulation and delivery of
ESG solutions to our clients.
Focus and increase operational efficiency
We believe it is critical for us to keep a focus on what is important to have
strong prioritisation, to operate with excellence and to invest in advanced
infrastructure to support our teams around the world. During the year,
we completed some major projects that simplify the way we operate our
business, while serving to free up capacity so that we can turn our attention
not only to current business improvements, but also to take generational
steps forward in our infrastructure. Additionally, we undertook a thorough
evaluation of our cost base in 2020, as we believe that efficiency is
a journey, not a destination. We want to be as efficient at stewarding
shareholder capital as possible, but without sacrificing excellence and
growth. While we uncovered further cost efficiencies in the business,
we also identified the need to invest in significant technology, data and
operating platform enhancements to strengthen our future.
Foster a proactive risk and control environment
We believe that a strong compliance culture is necessary to maintain the
trust of clients and regulators and to deliver for our shareholders and our
employees. This is always a crucial element for our business, but in 2020,
as most of our people were working from home, we maintained a
heightened focus on compliance, risks, and our control environment.
Develop new growth initiatives
Our expansion strategy is to capitalise on current investment and
distribution strengths. That means we are largely led by our strengths
combined with our clients’ requirements. On the product side, we are
supporting our growth in the exchange-traded fund ((cid:367)ETF’) business
where we have already seen strong momentum. In 2020, we more
than doubled our (cid:4)UM in ETFs, led by our Short Duration Income and
Mortgage-Backed Securities strategies and we launched two further
active fixed income ETFs. (cid:87)egionally, we are committed to expanding our
presence where we see increasing client demand and underlying growth
characteristics that can help us achieve our aspirations, including in
Latin (cid:4)merica, where we have expanded our presence during the year.
Outlook
While there will always be elements we cannot control in our industry,
such as markets and client behaviour, we continue to make tremendous
progress in the areas we do control. 2020 was a year like no other, and
we all had to adjust to new realities in a short time. I am extremely proud
of the way our people embraced the numerous challenges brought on
by the pandemic and worked tirelessly to deliver the best possible
outcomes for our clients.
(cid:4)s we enter 2021, our focus is building upon the increasing momentum
in our business and progressing further in delivering a strong, profitable
and resilient company through our strategy of Simple Excellence.
I remain confident that we are on the right path to delivering strong
risk-adjusted returns for our clients, long-term value and profit growth
for our shareholders and to continue to make positive contributions
to the communities in which we operate.
Richard Weil, Chief Executive Officer
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
7
INVESTMENT MANAGEMENT
OVERVIEW
“ As active managers,
we recognise the role we
can play in encouraging
businesses to act
responsibly.”
Enrique Chang, Global Chief Investment Officer
The coronavirus pandemic and the economic and social restrictions
to contain its spread caused substantial swings in asset prices in 2020.
Markets fell sharply in the first quarter as panic gripped investors, but
central banks and governments acted swiftly to provide substantial
monetary and fiscal support. That most asset markets closed the year in
positive territory reflects this massive policy response, together with the
admirable efforts of scientists and the healthcare community to develop
vaccines and treatments that offer a potential route out of the pandemic.
Equities
Within equities, pandemic concerns initially led to sharp sell-offs as
investors de-risked, but subsequent recoveries saw several markets hit
record highs. There was a notable concentration in leadership as those
sectors best able to maintain earnings amid the lockdowns performed
strongest. This meant growth outperformed value and the tech-heavy
US and Asian equity markets outperformed Europe.
I was proud of the way that the investment teams and the wider business
quickly adapted to remote working. This meant we were able to operate
seamlessly online without disruption. Communications increased,
prompted by a desire to keep clients informed during turbulent markets,
and a readiness by all stakeholders to embrace the latest technologies.
Volatile markets are seen as a test of active management and as the tables
on pages 10 and 11 demonstrate, a majority of assets in all five investment
capabilities outperformed their benchmarks in 2020. Alternatives, Fixed
Income, and Multi-Asset were consistently strong. Equities had a more
mixed year, partly reflecting the challenges of a market where returns were
heavily concentrated by style factors, but overall performance for longer
periods remains impressive. Quantitative Equities had an improved 2020,
but work is needed to address disappointing medium-term performance.
While total net flows were negative for the year, there was a clear trend of
improvement each quarter. Outflows in the first half were typically related
to clients reallocating into cash on coronavirus concerns or legacy
decisions relating to specific products. Encouragingly, our pipeline of
business became busier as the year progressed.
The competitive landscape meant no pause in our strategic plans.
We improved efficiency by investing in technology, working on
consolidating key front office systems, including order management,
risk, performance and attribution into a single global enterprise platform.
We leveraged existing skillsets to develop new products, reduced
complexity by rationalising non-core areas, and pursued further integration
of our environmental, social and governance (ESG) capabilities. As an
active manager covering multiple asset classes, we recognise the role
we can play in exerting influence both as a shareholder and a creditor
to encourage businesses to act responsibly.
In the US, a beneficiary of this environment was concentrated US growth,
one of our largest strategies, where our strong active management in the
large cap space generated solid outperformance for investors. Lower down
the capitalisation spectrum our small and mid-cap growth strategies
uncharacteristically lagged the market. Returns were firmly positive for
the year, however, and ongoing institutional interest attests to client faith
in these strategies. Within our centralised equities research team, we
effected a seamless leadership transition, bringing on board Matt Peron
as the new Director of Research to oversee Janus Henderson’s equity
research effort and lead the firm’s Research strategies. Early in the year,
we sold Geneva Capital Management to its management team and
a private equity group. This was seen as non-core, and while it led to
a reduction in assets, it creates increased operational focus.
European markets typically trailed the US, but our relative performance
in European strategies was good in aggregate, which augurs well for
reversing net outflows. UK-facing strategies struggled from a weak market
and pressures on dividends. Several of our investment trusts, however,
were able to access reserves to maintain dividend payments, one of
which reported a record fifty-four years of consecutive dividend growth.
Among global products, the emerging market team that was brought on
board in 2019 performed well, bolstering its reputation, while the real estate
equities team outperformed in a challenging sector, gaining market share.
We also continued to see net flows into the index opportunities strategies,
which combine elements of active and passive approaches.
The pandemic amplified structural trends such as digitalisation and
a deepening of interest in health, creating positive conditions for some of
our thematic propositions, including technology and life sciences. Global
Life Sciences experienced strong performance and flows, together with
success for the long/short Biotech strategy launched in late 2019, which
was an extension of the team’s proven capability.
8
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 Quantitative Equities
For Intech, our quantitative equities business, the broad-based advance
in equity markets with narrow relative leadership in market capitalisation,
sector and style performance, caused substantially different performance
drivers in the last four months of the year versus the prior eight. As a result,
defensive equity strategies mitigated drawdowns during the first part of
the year, but lagged capitalisation-weighted benchmarks for the full year.
Conversely, three-quarters of our traditional active-risk strategies beat their
benchmarks in 2020. Nonetheless, ongoing client demand for passive
strategies, combined with rebalancing, drove US$9 billion in net outflows.
We continued to implement enhanced risk controls borne out of our 2019
research and development efforts. By year end, nearly all Intech assets
incorporated this risk management framework. The framework also
provides a more elegant means for decomposing and integrating ESG
risk exposures.
Alternatives
2020 provided fertile ground for alternatives to demonstrate returns
independent of market direction. Robust performance during the March
turbulence provided a springboard for the launch of a UCITS version of our
global multi-strategy, which brings together strategies designed to operate
in normal and troubled market environments. It saw strong appetite from
European and Australian investors. A version of the strategy won awards
at the 2020 Australian Alternative Investment Awards and HFM European
Performance Hedge Fund Awards.
Similar success was achieved with the global equity market neutral strategy
with good performance attracting inflows. We also continued to innovate,
developing a bespoke convexity product for an institutional client that opens
up a new area of business. Outflows from the UK absolute return strategy
and the decision to exit the subscale agriculture strategy weighed on overall
flows. Having demonstrated an ability to provide positive uncorrelated
returns in a challenging year, however, sets the stage for an encouraging
pipeline of business.
Positioned for growth
The breadth of our product offering means we have the capacity to provide
returns across different risk environments. We continue to invest in the
people, infrastructure and creative solutions to address clients’ investment
needs, from bespoke portfolios to innovative new vehicles. We believe
these initiatives, as well as our constant focus on actively managing risk
and opportunities to generate returns for clients, leaves us well positioned.
The pandemic also reshaped attitudes to consumption and highlighted the
role that investors can play in delivering economic renewal that embraces
ESG criteria and sustainable business practices. Our dedicated sustainable
strategies trace their origins to the 1990s and this heritage, together with
strong performance and an identifiable process, helped grow assets.
Reinforcing our sustainable investment initiatives, we co-founded Net Zero
Carbon 10 (NZC10), which targets 10% or more of assets in sustainable
portfolios to be invested in companies that are carbon neutral or are
engaged in achieving this by 2030. Alongside this, we built out our wider
ESG analysis and reporting capabilities and recruited Paul LaCoursiere as
Global Head of ESG Investments, who will manage the integration of ESG
across strategies in equities as well as other asset classes.
Fixed Income
Fixed income markets experienced a roller-coaster 2020 as the coronavirus
led to emergency policy accommodation, heavy bond issuance and
a truncation of the traditional credit cycle. Interest rates collapsed and
credit initially underperformed, before policy support underpinned a revival.
We successfully navigated this volatility to generate strong risk-adjusted
returns for clients.
Net flows were distorted by a single large client reallocating funds in the
first quarter. Otherwise, 2020 saw seeds we had sown earlier begin to
bear fruit in the second half, with robust performance and stronger flows.
Our high yield business expanded by 46% to US$5.4 billion in assets and
gained external recognition by winning an award in the High Yield category
at the 2020 Investment Week Fund Manager of the Year Awards. Our
Australian fixed income business built on its reputation for consistency,
while the UK-based Strategic Fixed Income team actively navigated the
March sell-off, helping to secure strong net inflows. Our absolute return
income strategies attracted more than US$2.5 billion as investors sought
returns with lower volatility.
Active exchange traded funds (ETFs) were a development priority.
Our short-duration ETF grew rapidly and another vehicle focusing on
mortgages eclipsed US$600 million, having only launched in late 2018.
Building on this success, we launched an ETF that seeks to mitigate
unwanted duration and credit risk by investing in selected AAA
collateralised loan obligations. This was the 11th biggest ETF launch,
and third largest fixed income ETF launch in the previous decade.
We continued to invest in our teams and processes, hiring Greg
Wilensky as Head of US Fixed Income to bolster the North American
business. We also deepened our ESG analysis and engagement so
that it is fully integrated across our corporate bonds, loans and asset-
backed securities investment processes.
Multi-Asset
The flagship balanced strategy continued to resonate with clients who
sought the diversification benefits of a multi-asset portfolio managed by
a team with a proven record. It demonstrates successful collaboration
between our equity and fixed income experts; assets grew by US$8 billion,
reflecting both portfolio returns and net inflows from a global client register.
Our pension product designed jointly with strategic partner Dai-ichi
continued to raise assets and provided the desired level of drawdown
protection during the March 2020 sell-off, a demonstration of concept
that should support further inflows. Meanwhile, low rates led to institutional
investment into our multi-asset capital preservation strategy, which
provides short-duration risk using a multi-asset approach. Within the
UK, the Cautious Managed strategy struggled as its value-driven approach
in equities weighed on returns.
9
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 INVESTMENTS
BY CAPABILITY
We offer expertise across major asset classes, with
investment teams situated around the world.
EQUITIES
FIXED INCOME
MULTI-ASSET
We offer a wide range of equity strategies
encompassing different geographic focuses
and investment styles. The equity teams
include those with a global perspective, those
with a regional focus – including the US,
Europe and Asia – and those invested in
specialist sectors. These teams generally
apply processes based on fundamental
research and bottom-up stock picking.
Fixed Income provides active asset
management solutions to help clients meet
their investment objectives. Over the past four
decades, our global investment teams have
developed a wide range of product solutions
to address clients’ varied and evolving needs.
From core and multi-sector investing to more
focused mandates, we offer innovative and
differentiated techniques expressly designed
to support our clients as they navigate each
unique economic cycle.
Multi-Asset includes teams in the US and the
UK. In the US, our teams manage US and
global asset allocation strategies. In the UK,
we have asset allocation specialists, traditional
multi-manager investors and those focused
on alternative asset classes.
AUM (US$)
219.4BN
AUM (US$)
81.5BN
AUM (US$)
48.0BN
AUM outperforming benchmark
AUM outperforming benchmark
AUM outperforming benchmark
1 year
54%
3 years
54%
5 years
67%
1 year
92%
3 years
96%
5 years
90%
1 year
97%
3 years
96%
5 years
94%
Mutual fund AUM in top 2
Morningstar quartiles
Mutual fund AUM in top 2
Morningstar quartiles
Mutual fund AUM in top 2
Morningstar quartiles
1 year
47%
3 years
57%
5 years
67%
1 year
70%
3 years
79%
5 years
73%
1 year
91%
3 years
91%
5 years
92%
Largest strategies
Largest strategies
Largest strategies
AUM
31 Dec 2020
(US$bn)
29.6
25.1
20.2
14.5
14.1
Absolute Return Income
Sterling Buy & Maintain Credit
Global Strategic Fixed
Income
Core Plus Fixed Income
Australian Fixed Income
AUM
31 Dec 2020
(US$bn)
12.5
Balanced
10.8
9.8
7.4
6.4
UK Cautious Managed
Global Adaptive Capital
Appreciation
Multi Manager Managed
Global Diversified Growth
AUM
31 Dec 2020
(US$bn)
41.8
1.6
0.7
0.5
0.3
US Mid Cap Growth
US Concentrated Growth
US Research Growth Equity
US SMID Cap Growth
Global Life Sciences
10
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 QUANTITATIVE EQUITIES
ALTERNATIVES
Our Quantitative Equities business, known
under the brand Intech, applies advanced
mathematics and systematic portfolio
rebalancing intended to harness the volatility
of movements in stock prices – a reliable
source of excess returns and risk control. With
over 30 years of volatility expertise, the Intech
team employs a distinctive quantitative
approach based on observations of actual
price movements, not on subjective forecasts
of companies’ future performance.
Our alternative investment strategies are
designed to deliver attractive risk-adjusted
returns with moderate volatility and low
correlations to traditional asset classes.
Solutions can be constructed to consist of
multiple sources of returns with the intention of
enhancing diversification and lowering overall
portfolio risk. They include multi-strategy,
alternative risk premia, alpha capture, agriculture
and global commodities/managed futures as
well as the ability to create customised offerings.
AUM (US$)
42.0BN
AUM (US$)
10.7BN
AUM outperforming benchmark
AUM outperforming benchmark
1 year
69%
3 years
24%
5 years
16%
1 year
97%
3 years
97%
5 years
100%
Mutual fund AUM in top 2
Morningstar quartiles
Mutual fund AUM in top 2
Morningstar quartiles
1 year
4%
3 years
33%
5 years
4%
1 year
74%
3 years
76%
5 years
75%
Largest strategies
Largest strategies
Intech Global Large Cap Core
ex-Japan – ESG
Intech US Enhanced Plus
Intech Global Large Cap Core
Intech US Large Cap Growth
Intech Global Enhanced Index
ex-Australia ex-Tobacco 1% Risk
AUM
31 Dec 2020
(US$bn)
10.5
4.7
4.5
2.7
2.6
UK Large Cap Absolute
Return Equity
Property
Global Commodities
Europe Large Cap Long/Short
Concentrated Pan Europe
Equity
AUM
31 Dec 2020
(US$bn)
5.2
2.6
0.6
0.5
0.3
Note: AUM outperforming benchmark represents percentage
of AUM outperforming the relevant benchmark. The top two
Morningstar quartiles represent funds in the top half of their
category based on total return. Full performance and ranking
disclosures detailed on the inside back cover, including
additional time periods and descriptions and quantities of
assets and funds included in the analysis. Past performance
is no guarantee of future results.
11
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 DISTRIBUTION OVERVIEW
“ Invested in Connecting
to us means continuously
evolving the ways in
which we connect with
our clients.”
Suzanne Cain, Global Head of Distribution
I stated in last year’s annual report that what impressed me upon joining
Janus Henderson was the quality and commitment of the people and the
strong culture of trust, collaboration and connectivity. 2020 was a year
where that trust and connectivity has been dramatically tested and I can
proudly confirm that, as per advice offered by Bryce Harlow to George
Shultz upon joining the Nixon administration, “Trust is the coin of the realm”.
When trust was in the room, good things did happen. Our culture and new
brand of Invested in Connecting acted to accelerate the transformation we
needed to undergo. We quickly adapted to working from home and found
new ways to be even more productive, putting our clients first. We found
genuine empathy in working virtually with each other and our clients, and
trust was an essential ingredient in the solid relationships that led many of
our clients to reward us with additional mandates. The adversity we faced
and the challenges we sought to overcome reinforced the resilience and
commitment of our global distribution team and we look ahead with
renewed unity, conviction and momentum.
Our North Star
At the beginning of the year, we set out our global distribution roadmap
for 2020. This was a first for the firm and in it we articulated our mission
of delivering investment solutions through active management based
on security selection, portfolio construction and risk management. This
created our ‘North Star’ and served as a consistent plan that was to be
the foundation on which all strategic decisions were made. I vowed last year
that my top priority would be articulating clear, aspirational goals, which we
would be held accountable to for the first year of our transformational journey.
This served to unify us during difficult periods of the year as we sought to
take best practices and apply them globally in a market leading way.
We built the roadmap around four pillars – Global Products in Local
Markets, Excellence in Client Experience, Consistent Global Brand and
Sales Enablement. The roadmap included items to not only improve
efficiencies and globalise processes to get to Simple Excellence,
but created two important revenue initiatives aimed at getting Janus
Henderson to top tier growth: our Global Focus strategy initiative
(a focused commitment to our capabilities most suited to meeting client
needs in current markets) and a Strategic Account Program (focusing
the firm’s resources on the largest global pockets of addressable AUM
and enhancing our service to key clients).
Pandemic pivot
With global and regional plans in place, we then found ourselves faced
with the pandemic – risk assets were in freefall and the industry was
experiencing significant outflows. In times of crisis, we typically see
a sharp increase in client engagement with updates sought on product
performance, positioning and current thinking of our investment teams.
This time, our clients were seeking perspective not just on markets, but
on portfolio construction, topics such as wellness and stress and how
to improve practice management in a virtual environment.
Our ethos of connecting with clients through our Knowledge Shared
curriculum and award-winning Portfolio Construction and Strategy (PCS)
technology meant we were well placed to meet these needs. The global
marketing gears went into overdrive as events unfolded and we sought
to deliver all content and connectivity in a new virtual format through
webinars, videos, white papers and podcasts. Working with the
investment teams to get real-time thinking to clients in written or video
format, launching a COVID-19 specific web page and shifting quickly
to virtual meetings required nimbleness, collaboration, training and trust.
The positive feedback and engagement metrics showed our efforts were
worthwhile and led to an institutional media platform, Savvy Investor,
making us a finalist in their ‘COVID-19 response’ investment awards.
Stress-testing the plan
As markets regained their poise in the second quarter, we took stock – we
had experienced outflows but remained confident in the direction we had
set in the roadmap. We had adapted quickly to meeting the virtual needs of
our clients and our technology continued to perform well. In fact, we found
we were able to connect with a far higher number of clients than in previous
years and we received feedback that our virtual interactions were top tier
compared with competitors. Our product set seemed well-suited to client
needs against the reshaped backdrop. There was strong interest in certain
areas of our equity business, notably Sustainable Equities, Life Sciences/
Biotech and Technology, and we began to take market share in Fixed
Income, particularly within Strategic Fixed Income, High Yield, Investment
Grade and Absolute Return Income/Short Duration Income strategies. Our
active Exchange Traded Funds (ETFs) raised over US$2 billion of net flows
by year end. The differentiated approach of our Diversified Alternatives/
Multi-Strategy teams and the multi-asset Balanced team were also finding
favour across the globe. Appetite for our diverse range of capabilities gave
us confidence that momentum was building, that the foundations of our
plans remained solid and we could continue to push ahead.
12
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 A brand refresh – Invested in Connecting
One of the most significant accomplishments for 2020 was our refreshed
brand value proposition to better reflect what we stood for as a firm. While
our thinking on this pre-dated the pandemic, our experience through the
crisis strengthened our conviction that the time was right for this ambitious
refresh of both our written and visual brand. Invested in Connecting to us
means continuously evolving the ways in which we connect with our
clients. It means being responsive to the shifting world around us,
maintaining a strong understanding of client needs and adapting quickly
to deliver solutions to those we serve. The value of this approach was
emphatically borne out through 2020. It spoke to the importance of active
management, the need for global reach as well as local responsiveness
and empowering clients through the sharing of knowledge. These values
reflect what we believe differentiates us and why we think clients will
choose to partner with us in the years to come.
2020 achievements
Having a consistent plan served to unify the Global Distribution team
through unprecedented times and we accomplished 90% of what we set
out to do in 2020; an achievement unhindered by the vast majority of our
organisation working from home. Notable achievements included:
• Double-digit organic growth rate in our Global Focus strategic initiative.
• Our Strategic Accounts Program launch – seeking to better support key
clients and develop more durable and profitable AUM for our shareholders.
• The extension of some of our strongest product capabilities into new
regions and vehicles, and the selective launch of new products; notably
a long/short Biotech strategy, a Multi-Strategy product, a UK Asset
Backed Securities strategy, as well as a number of active ETFs in
North America and Australia.
• The significant expansion of our Business Intelligence Unit and
enhancement of our customer relationship management platform, in line
with our conviction in the importance of data and digital advancement.
• The strengthening of our PCS Team, which continues to provide
a differentiated service with valuable insights and analysis offered to
clients via a web portal – successfully extended to clients in the UK.
• Our marketing and communications functions were recognised for
content and thought leadership with industry awards for an
‘Uncertainty’ campaign, a professional development programme called
‘Managing Stress for Success’, our ‘Market GPS’ year-end investment
outlook series, our PCS Portal in North America and our Knowledge
Shared blog.
The way forward
We firmly recognise the importance of evolving with the needs of our
clients and, given the ongoing uncertainty, will continually assess the global
financial environment and recalibrate our strategy accordingly. Our 2021
roadmap will include some familiar themes, but we will add additional
pillars to reflect the growing importance of Data and Digital Advancement,
Environmental, Social and Governance (ESG) considerations and People
and Talent. As referenced elsewhere in this report, ESG has long been
embedded in our approach to active management but we will articulate
more clearly our ESG identity and differentiated value proposition as an
active manager.
I have been extremely proud of how our teams have come together for
the good of our clients in such challenging circumstances in 2020. We
must now further strengthen our commitment to providing support and
development opportunities to them as we shape a ‘post-COVID-19
workforce of the future’. With the pandemic disrupting and challenging all
of us in so many ways, I feel 2020 was the year we became a ‘high trust’
organisation, a unified distribution force working hard to demonstrate
commitment, accountability and reliability to each other and our clients,
and I am pleased with how we delivered for our clients globally in 2020.
GLOBAL DISTRIBUTION
FOOTPRINT
Total AUM
(US$)
401.6BN
Global distribution
professionals
588
NORTH AMERICA
AUM (US$)
220.6BN
Distribution professionals
298
EMEA & LATIN AMERICA
AUM (US$)
124.1BN
Distribution professionals
214
ASIA PACIFIC
AUM (US$)
56.9BN
Distribution professionals
76
13
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 CORPORATE SOCIAL
RESPONSIBILITY
Janus Henderson is focused on acting responsibly, not only in the
way we invest and engage with our clients, but also in supporting
our employees, managing our impact on the environment and
contributing to the communities in which we work.
GOVERNANCE OF ESG AT JANUS HENDERSON
During 2020, we implemented a new governance
structure, which better reflects our commitment to
corporate social responsibility as being critical to our
long-term sustainable success and focuses our
approach to positively addressing environmental,
governance and social (ESG) issues.
Within the firm, ESG governance now resides with our
Executive Committee, comprised of senior business
leaders from across the organisation, with ultimate
oversight by our CEO, Dick Weil. This demonstrates
our executive leadership’s commitment to ESG.
The Executive Committee drives strategy
and provides oversight of all corporate ESG activities
and issues, delivered through a multi-disciplinary ESG
Advisory Group and an ESG Investment Oversight
Group. The latter group oversees the integration of ESG
into the firm’s investment activities, and is responsible
for monitoring, reporting and evaluating aspects of
ESG implementation within the investment processes.
Executive
Committee
Includes senior members
from Distribution, Finance,
Human Resources, Investments,
Legal and Risk
ESG
Advisory
Group
Multi-disciplinary group consisting
of Distribution, Investments,
Marketing, Human Resources and
Product Strategy & Development.
ESG
Investment
Oversight
Group
A team of senior Investment
professionals representing each
asset class. Embedded within the
group is the Governance &
Responsible Investment Team.
Client experience
Our very first guiding principle as a firm is to put our clients first. To us, this
means working diligently to understand their needs, interests and desired
outcomes so we can help them achieve their long-term financial goals.
Our goal is to deliver on our experience promise, that we build and
maintain trust by being dependably excellent in all things. We are reacting
to accelerating changes in market context to respond to our clients:
• Strengthening our strategic viewpoints: as ESG becomes more
important to our clients, we are thinking ahead to bring our ESG
commitments to life in all our markets
• Adapting our virtual presence: finding new ways to meet our clients
where they are across different channels, creating a shared virtual
experience of collaboration
Responsible investing
We are focused on delivering market-leading, risk-adjusted long-term
investment results to our clients. We believe that integrating ESG factors
into our investment decision-making and ownership practices is
fundamental to delivering the results clients seek. We measure our
success based on the outcomes we deliver, and we understand that for
many clients, the holdings of their portfolio are an important consideration
in combination with their investment results. Over the course of the year
we made significant progress in implementing our ESG strategy and
developing our future plans. Key milestones included:
• Publication of the Janus Henderson ESG Investment Principles
• Establishment of the ESG Investment Oversight Group to oversee
the integration of ESG into the firm’s investment activities
• Vendor oversight: increasing our third-party oversight to ensure the
• Launch of the flagship Global Sustainable Equity strategy in the US
vendors we partner with are in alignment with our values
• Expanding our content distribution: amplifying our content to reach
new audiences, increasing our timeliness and information relevance
across multiple platforms.
• Common format rolled out for investment team-specific ESG content
• Appointment of the Global Head of ESG Investments to lead ESG
integration across Investments.
For more information on our commitment to responsible investing,
please read our ESG Corporate Statement and ESG Investment
Principles online at janushenderson.com
14
Business ReviewJANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 Our people
As we reflect on 2020, we must first acknowledge our global community
of more than 2,000 passionate and inspired individuals who put clients
first, act as owners and work to succeed as a team. Our people-focused
culture is driven by a shared commitment to our mission, creating
opportunities and a caring environment for all people, as well as investing
time and resources in the communities where we live and work.
By gathering input through focus groups, employee interviews and survey
data across our global organisation, 2020 was the year where we honed
our Employee Value Proposition. Through that process, colleagues told us
that working at Janus Henderson is more than just a job – it is a way for
them to connect to what matters most in their personal and professional
lives. The work provided a platform to clearly define the aspects of our
organisation that make that possible: Purpose, People, Opportunity and
our Way of Life.
Key accomplishments in 2020:
Our community
We believe it is important for our colleagues to be actively involved in
global volunteering and service to build a workplace that attracts and
retains the best talent, extends the Janus Henderson brand and serves the
communities where we live and work. Most of our traditional philanthropic
efforts were paused in 2020, but that did not stop employees from thinking
about others and getting creative to make a big impact for individuals and
charities so deeply impacted by COVID-19.
Select employee-led contributions:
• When the London Marathon, the world’s biggest one-day annual
fundraising event, was cancelled, our employees jumped in to fill the
void through the 2.6 Challenge. Employees were invited to take part
in an activity based around the number 26 or 2.6 and funds raised
were matched; the 2.6 Challenge and COVID-19 Matching Programme
raised US$160,000 for charities across the world
• Employees chose to donate over US$60,000 of allotted holiday party
• Enhanced COVID-19 related benefit coverage, including leave options
funds to 52 unique charities around the world
and employee well-being and counselling services
• Met our 2022 Women in Finance Charter target goal of 25%
representation of women in senior management in the UK
• Partnered with the business to showcase our diversity and inclusion
role models in the LGBT Great Role Model and Top 100
Executives campaigns
Through our annual Charity Challenge, which went virtual this year,
employees sought funding for charities of their choice and channelled
more than US$200,000 through the Janus Henderson Foundation to
employee-sponsored non-profit organisations.
• Created the #StrongerTogether initiative to educate employees on
The Janus Henderson Foundation
racial injustice, privilege, allyship and systemic racism
• Signed the Inclusive Economy and Disability Confident Charters
• Recognised by Bloomberg Gender Equality and Human Rights
Campaign Index for our transparent and inclusive practices
• Committed to the #100Black Interns programmes
•
Improved our Gender Pay Gap in 2020 versus 2019*.
The Janus Henderson Foundation is the primary charitable giving arm of
Janus Henderson Group. The Foundation seeks to make a difference in
our community by helping youth achieve their full potential through access
to better educational opportunities. We invest in innovative programmes
that prepare our youth to achieve academic success and evolve to be the
future leaders of tomorrow.
Select 2020 partnerships:
• Denver Scholarship Foundation (DSF). Partnered with DSF to
create the Janus Henderson Scholarship which was awarded to
seven Denver Public Schools students that met the following criteria:
i) First-generation college student and ii) Pursuing a degree or
certification in STEM, Business, Economics, Accounting, Marketing,
Communication and/or Journalism
• Junior Achievement (JA) Titan Global. Prepares young people
to succeed in a global economy, through virtual business simulations
and a comprehensive economic, business management and
financial curriculum. Janus Henderson has made a multi-year
commitment to Junior Achievement to redesign the JA Titan Programme.
* We take a global approach to managing compensation and strive to ensure that our compensation
and reward programmes are externally competitive and internally equitable to support company
strategy and to attract, motivate and retain talented employees. Our gender pay gap is driven by
a greater proportion of men than women in the highest paying positions and not by unequal pay
for men and women doing substantially similar work.
Our environment
Janus Henderson recognises that its environmental impacts need to be
managed with the same rigour as any other business opportunity or risk.
We have developed proactive processes to manage our carbon footprint
to ensure we minimise the impact our operations have on the environment.
In recognition of these efforts, Janus Henderson was awarded the 12 years
of CarbonNeutral® certification from Natural Capital Partners in 2019.
Our environmental commitments:
• Maintain our Carbon Neutral status
• Reduce our carbon use by 15% per full-time employee over a three-year
period from our 2018 baseline
• Maintain a CDP Score of B.
For more information on our dedication to corporate social responsibility,
please read our latest Impact Report online at ir.janushenderson.com.
15
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 Governance
BOARD OF DIRECTORS
The Board comprises a (cid:67)on-Executive Chairman,
a (cid:67)on-Executive Deputy Chairman, one Executive
Director and seven other Non-Executive Directors.
For full Director biographies go to pages
113 to 118, item 10 on Form 10-K – Directors,
Executive Officers and Corporate Governance.
RICHARD GILLINGWATER
Chairman; Nominating and Corporate Governance
Committee Chair
Richard Gillingwater has been a Non-Executive Director and
Chairman of Janus Henderson since May 2017. He was
a (cid:67)on-Executive Director of the Henderson Group Board
from February 2013 to May 201(cid:280), taking the position of
Chairman in May 2013. He is currently the Chair of the
(cid:67)ominating and Corporate Governance Committee and
a member of the Compensation Committee.
GLENN SCHAFER
Deputy Chairman
Glenn Schafer has been a Non-Executive Director and
Deputy Chairman of Janus Henderson since May 201(cid:280).
He was an Independent Director of Janus Capital Group
from December 200(cid:280) to May 201(cid:280), taking the position of
Chairman in (cid:4)pril 2012. He is currently a member of the
Compensation Committee and the (cid:67)ominating and
Corporate Governance Committee.
RICHARD WEIL
Chief Executive Officer and Executive Director
ALISON DAVIS
Independent Non-Executive Director
Richard Weil is Chief Executive Officer of Janus Henderson
and has been an Executive Director since May 2017. Mr Weil
was Chief Executive Officer of Janus Capital Group from
February 2010 to May 2017.
Alison Davis has been a Non-Executive Director of Janus
Henderson since February 2021. Ms Davis is currently
a member of the (cid:4)udit Committee, the (cid:67)ominating and
Corporate Governance Committee and the (cid:87)isk Committee.
16
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
KALPANA DESAI
Independent Non-Executive Director
Kalpana Desai has been a (cid:67)on-Executive Director of Janus
Henderson since May 2017. Ms Desai was a Non-Executive
Director of Henderson Group from October 2015 to May 201(cid:280)
and is currently a member of the Audit Committee, the
(cid:67)ominating and Corporate Governance Committee and
the Risk Committee.
JEFFREY DIERMEIER
Independent Non-Executive Director;
Audit Committee Chair
Jeffrey Diermeier has been a Non-Executive Director of
Janus Henderson since May 2017. Mr Diermeier was an
Independent Director of Janus Capital Group from March
2008 to May 2017 and is currently the Chair of the Audit
Committee and a member of the (cid:67)ominating and Corporate
Governance Committee and the Risk Committee.
KEVIN DOLAN
Independent Non-Executive Director
Kevin Dolan has been a Non-Executive Director of Janus
Henderson since May 2017. Mr Dolan was a Non-Executive
Director of Henderson Group from September 2011 to May
2017 and is currently a member of the Audit Committee,
the (cid:67)ominating and Corporate Governance Committee and
the (cid:87)isk Committee.
EUGENE FLOOD JR.
Independent Non-Executive Director;
Risk Committee Chair
Eugene Flood Jr. has been a Non-Executive Director of
Janus Henderson since May 2017. Mr Flood was an
Independent Director of Janus Capital Group from January
2014 to May 2017 and is currently the Chair of the Risk
Committee and a member of the (cid:4)udit Committee and the
(cid:67)ominating and Corporate Governance Committee.
LAWRENCE KOCHARD
Independent Non-Executive Director;
Compensation Committee Chair
Lawrence Kochard has been a Non-Executive Director
of Janus Henderson since May 2017. Mr Kochard was an
Independent Director of Janus Capital Group from March
2008 to May 201(cid:280) and is currently the Chair of the
Compensation Committee and a member of the
(cid:67)ominating and Corporate Governance Committee.
ANGELA SEYMOUR-JACKSON
Independent Non-Executive Director
Angela Seymour-Jackson has been a Non-Executive Director
of Janus Henderson since May 2017. Ms Seymour-Jackson
was a (cid:67)on-Executive Director of Henderson Group from
January 2014 to May 2017 and is currently a member of
the Compensation Committee and the (cid:67)ominating and
Corporate Governance Committee. She also chairs
Henderson Global Holdings Asset Management Limited
(a holding company of the legacy Henderson Group).
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
17
Governance
GOVERNANCE OVERVIEW
An overview of governance structure, Board business and skills.
Janus Henderson views good corporate governance as essential to
achieving the goals of the organisation. The Janus Henderson Group
Board comprises a Non-Executive Chairman, a Non-Executive Deputy
Chairman, one Executive Director and seven other Non-Executive
Directors who meet in London, Denver or virtually in 2020. All members
of the Board have been determined to be independent, with the
exception of CEO, Dick Weil, who serves as the Board’s sole Executive
Director. The Board has delegated specific responsibilities to four
standing Committees of the Board. A copy of the matters reserved to
the Board is available on our website at ir.janushenderson.com under
‘Corporate Governance – Governance Policies & Statements’.
Board business
The Board met throughout the course of the year. An overview of
the topics addressed by the Board during the year is provided in the
summary overleaf.
A typical Board agenda is ordered so that the strategic items and
projects are considered first. Depending on the importance of the
items, either regulatory or finance items are considered at the beginning,
capital and budget items are considered next, followed by other
business matters. The items that do not require detailed consideration
or discussion are set out at the end of the agenda. Where possible,
items are grouped together to ensure that the items flow according to
topic and that management’s time is used effectively when presenting.
Board meetings often include presentations or training sessions from
management on various topics throughout the year.
Committees
Janus Henderson has four standing committees of the Board: Audit,
Compensation, Nominating and Corporate Governance, and Risk.
In addition, during 2020, a special committee of the Board was established
to oversee certain strategic matters. A summary of the responsibilities of
each standing committee is set out below with further details, including the
charter for each committee, available on our website at
ir.janushenderson.com under ‘Corporate Governance – Governance
Policies & Statements’.
All Committees consist of members who have been determined by the
Board to be independent and all members of the Audit and Compensation
Committee have been found to satisfy the additional independence
requirements applicable to members of those committees under the
NYSE listing standards.
Audit
The Audit Committee is responsible for monitoring the reliability and
appropriateness of the Group’s financial reporting, reviewing the
qualifications, performance and independence of the independent auditors
(as well as being responsible for recommending their appointment,
reappointment and removal), assessing the effectiveness of the Internal
Audit function, reviewing the Group’s compliance with legal and regulatory
requirements, overseeing the Group’s policies with respect to related
person transactions and monitoring the appropriateness and effectiveness
of the Group’s internal systems and controls. Ultimate responsibility for
reviewing and approving the Group’s financial reporting and other public
reports, declarations and statements remains with the Board. The Board
has determined that each member of the Audit Committee is financially
literate and possesses accounting or related financial management
expertise (as defined in the NYSE listing standards). The Board has also
determined that each of Jeffrey Diermeier, Committee Chair, Alison Davis
and Kalpana Desai qualifies as an ‘audit committee financial expert’ under
the criteria established by the SEC.
Compensation
The Compensation Committee is responsible for determining the
remuneration of the CEO, certain other executive officers and the Group’s
independent directors and overseeing compliance with the compensation
rules, regulations and guidelines of the NYSE, ASX and other applicable
laws. The Committee is chaired by Lawrence Kochard.
GOVERNANCE STRUCTURE
JANUS
HENDERSON
GROUP PLC
BOARD
Audit
Committee
Compensation
Committee
Nominating
and Corporate
Governance
Committee
Risk
Committee
CEO:
Richard Weil
Executive
Committee
Other
operating
committees
Ethics and
Conflicts
Committee
18
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
2020 Director attendance at Board and Committee meetings
11 meetings were held by the Janus Henderson Group plc Board during 2020, on: 3 and 25 to 26 February, 20 March, 29 April, 1 July, 6 July, 27 to
28 July, 14 October, 20 October, 28 to 29 October and 10 December.
Board and Committee meetings attended
Richard Gillingwater
Glenn Schafer
Richard Weil
Kalpana Desai
Jeffrey Diermeier
Kevin Dolan
Eugene Flood Jr.
Lawrence Kochard
Angela Seymour-Jackson
Tatsusaburo Yamamoto1
Date appointed
Independence
Board
Audit Compensation
Nominating and
Governance
Risk
Special
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
11/11
11/11
11/11
11/11
11/11
11/11
11/11
11/11
11/11
8/11
n/a
n/a
n/a
6/6
6/6
6/6
6/6
n/a
n/a
n/a
5/5
5/5
n/a
n/a
n/a
n/a
n/a
5/5
5/5
n/a
5/5
5/5
n/a
5/5
5/5
5/5
5/5
5/5
5/5
4/5
n/a
n/a
n/a
5/5
5/5
5/5
5/5
n/a
n/a
n/a
1/1
1/1
n/a
1/1
n/a
n/a
n/a
n/a
n/a
0/1
1. Tatsusaburo Yamamoto missed three meetings due to scheduling conflicts. Mr Yamamoto resigned as a Director on 4 February 2021.
Board skills
Richard Gillingwater
Glenn Schafer
Richard Weil
Alison Davis
Kalpana Desai
Jeffrey Diermeier
Kevin Dolan
Eugene Flood Jr.
Lawrence Kochard
Angela Seymour-Jackson
Asset
Management
International
Finance
Risk
Client
Focus
Acquisitions
Nominating and Corporate Governance
The Nominating and Corporate Governance Committee has responsibility
for considering the size, composition, expertise and balance of the Board,
as well as succession planning and assisting the Board in identifying
individuals qualified to become Board members. The Committee is also
responsible for taking a leadership role in shaping the corporate governance
of the Group, including recommending to the Board any changes to the
Group’s Corporate Governance Guidelines and overseeing the Board’s
annual evaluation. The Committee is chaired by Richard Gillingwater.
Risk – ability to identify key risks to the organisation in a wide range
of areas and monitor risk management frameworks and systems
Client Focus – commercial and business experience, including
development of products and service and experience in implementing
changes to enhance clients’ experiences
Acquisitions – experience in the identification, assessment, valuation,
negotiation and integration of mergers, acquisitions, joint ventures
and divestments.
Risk
The purpose of the Risk Committee is to assist the Board in the oversight
of risk. The Committee also looks to identify any forward-looking and
emerging risks that relate to the industry or Janus Henderson specifically,
and will refresh and monitor these risks and look at mitigating actions on
an ongoing basis. The Committee is chaired by Eugene Flood Jr.
Board skills
To guide the assessment of the skills and experience of the members
of the Board, the Board uses the matrix above which shows the Board’s
current assessment of its skills coverage. A description of each skill is
outlined below.
Asset Management – experience in working in the asset management
industry
International – experience in working in global organisations and assessing,
prioritising and executing business expansion into new countries
Finance – ability to understand and analyse financial statements and
financial performance and to contribute to the oversight of the integrity
of financial reporting
Training
To ensure that the Directors continually update their skills and knowledge,
all Directors receive regular presentations on different aspects of the Group’s
business and on financial, legal and regulatory matters affecting the asset
management industry. During 2020, all Janus Henderson Directors
received presentations on strategy, business continuity, cyber security,
Brexit and governance.
Relations with shareholders
Janus Henderson conducts an active Investor Relations (IR) programme,
engaging with shareholders across the Group’s two listings on the NYSE
and ASX.
In the course of a year, Janus Henderson gives four scheduled updates to
the market in addition to our Annual General Meeting. The IR team and
management have frequent contact with the 16 sell-side analysts who
follow Janus Henderson. In 2020, management and IR conducted over 120
individual meetings with existing and potential shareholders either virtually
or in person in Australia, the UK and the US. This included one physical
and one virtual roadshow to Australia to engage with shareholders following
19
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
Governance
GOVERNANCE OVERVIEW CONTINUED
An overview of the topics addressed by the Board in 2020
April
• 1Q20 results & dividend
• Business continuity (BC),
including impact of COVID-19
February
• 4Q19 and FY19 results &
4Q19 dividend
• Capital plan
• Approval of on-market share
buyback programme
• ESG
• Effectiveness of the Group’s
system of risk management
and internal controls
July
• 2Q20 results & dividend
• BC, including COVID-19
• Employee engagement
survey results
• Culture and conduct
• Cyber security
• Brexit impact and strategy
• Board succession planning
October
• 3Q20 results & dividend
• BC, including COVID-19
• Group strategy
• Brexit impact and strategy
• Annual review of charters and
governance documents
• Board and Committees
self-evaluation
• Executive and Board
succession planning
December
• Review of FY20 forecast &
2021 budget
Directors’ report
Further disclosures, where applicable to the Company, are contained in the
sections of this Annual Report and Accounts identified below and form
part of the Directors’ report for the period:
• pages 32 to 56, Item 7 on Form 10-K – Management’s Discussion and
Analysis;
• pages 113 to 121, Item 10 on Form 10-K – Directors, Executive Officers
and Corporate Governance; and
• pages 121 to 134, Item 11 on Form 10-K – Executive Compensation.
Financial reporting
The Directors are required to prepare and approve the financial statements
for the Group and Company in accordance with Jersey law for each financial
year which show a true and fair view of the state of affairs of the Group and
the Company and of the profit or loss of the Group for that period in
accordance with generally accepted accounting principles. The Directors
have elected to prepare the Group and Company financial statements in
accordance with US generally accepted accounting principles (US GAAP).
The Directors confirm that to the best of their knowledge:
• the financial records of the Group and Company have been properly
maintained;
• the financial statements of the Group and Company comply with US
GAAP and give a true and fair view of the financial position and
performance of the Group and Company; and
• this opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Signed in accordance with a resolution of the Directors:
Richard Weil
Chief Executive Officer,
24 February 2021
Roger Thompson
Chief Financial Officer,
24 February 2021
results announcements and six virtual investor group meetings hosted by
sell-side analysts in both Australia and the US. The majority of meetings
were conducted virtually during the year due to the global pandemic.
The Board regularly receives feedback on shareholder sentiment and
sell-side analysts’ views of the Group and the wider industry. Board
members welcome the opportunity to learn more about shareholders’
interests in Janus Henderson. Equally, management receives updates
on shareholder engagement, topics raised and key discussion points.
ASX Corporate Governance Principles and
Recommendations
Details of Janus Henderson’s compliance with the ASX Corporate
Governance Principles and Recommendations during the reporting
period are available on our website at ir.janushenderson.com under
‘Corporate Governance – Governance Policies & Statements’.
Diversity
Janus Henderson fosters and maintains an environment that values the
unique talents and contributions of every individual. We know that having
a diverse and inclusive workplace will support our strategic vision. We invite
you to review our Commitment to Diversity and recent initiatives on our
website at www.janushenderson.com/careers. Further information is also
outlined in our Corporate Governance Statement at ir.janushenderson.com
under ‘Corporate Governance – Governance Policies & Statements’.
Corporate social responsibility
We believe that a comprehensive CSR strategy is critical for our long-term,
sustainable success. We seek to deliver value to our clients by looking
beyond the numbers and evaluating how our decisions impact our world.
We accomplish this by focusing on five key CSR pillars: our clients,
responsible investing, our people, our community and our environment.
Responsible investment
We seek to be responsible stewards of our clients’ capital and empower
our investment teams to develop their own distinct approach for their asset
class and client base. Janus Henderson supports ESG integration through
a framework that includes a wide range of tools and shared resources as
well as appropriate risk management and controls. These measures are
designed to ensure investment teams are aware of ESG risks and
opportunities and are meeting client expectations. Our approach reinforces
our belief that ESG factors are critical ingredients for long-term business
success. For a full discussion of the material risks facing Janus Henderson
see pages 15 to 29, Item 1A on Form 10-K.
20
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of Janus Henderson Group plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Janus Henderson Group plc and its subsidiaries (the “Company”) as of
31 December 2020 and 2019, and the related consolidated statements
of comprehensive income, of changes in equity and of cash flows for the
years then ended, including the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of 31 December 2020 and 2019,
and the results of its operations and its cash flows for the years then ended
in conformity with accounting principles generally accepted in the United
States of America and have been properly prepared in accordance with
the requirements of the Companies (Jersey) Law 1991.
Basis for Opinion
The Company’s management is responsible for these consolidated financial
statements. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB. We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether
due to error or fraud.
Our audits of the consolidated financial statements included performing
procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the
current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and
that (i) relates to accounts or disclosures that are material to the
consolidated financial statements and (ii) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter
or on the accounts or disclosures to which it relates.
Impairment Assessments of Goodwill and Certain Intangible Assets
As described in Notes 2 and 7 to the consolidated financial statements,
the Company’s goodwill balance of US$1,383.9 million as of 31 December
2020 is net of a US$123.5 million impairment recognized in 2020.
The Company’s intangible assets balance of US$2,686.3 million as of
31 December 2020 is net of US$390.2 million of impairment recognized
in 2020, and includes certain indefinite-lived investment management
agreements and definite-lived client relationships. Management performs its
annual impairment assessment of goodwill and indefinite-lived intangible
assets as of 1 October of each year, or more frequently if changes in
circumstances indicate that the carrying value may be impaired. The
Company has determined that they have one reporting unit for goodwill
impairment testing purposes. Definite-lived intangible assets are tested for
impairment whenever events or circumstances indicate that the carrying
value may not be recoverable. If the fair value of the sole reporting unit or
intangible assets is less than the carrying amount, an impairment is
recognized. Management used a discounted cash flow model to determine
the estimated fair value of the sole reporting unit, certain investment
management agreements and certain client relationships. Some of the
inputs used in the discounted cash flow model required significant
management judgment, including the discount rate, terminal growth rates,
forecasted financial results, and market returns.
The principal considerations for our determination that performing procedures
relating to the impairment assessments of goodwill and certain intangible
assets is a critical audit matter are (i) the significant judgment by management
when developing the fair value measurement of the sole reporting unit and
certain intangible assets; (ii) a high degree of auditor judgment, subjectivity
and effort in performing procedures and evaluating management’s significant
assumptions related to the discount rate, terminal growth rates, forecasted
financial results, and market returns; and (iii) the audit effort involved the use
of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit
evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of
controls relating to management’s impairment assessments of goodwill and
certain intangible assets, including controls over the valuation of the sole
reporting unit and certain intangible assets. These procedures also included,
among others (i) testing management’s process for developing the fair value
estimates; (ii) evaluating the appropriateness of the discounted cash flow model;
(iii) testing the completeness and accuracy of underlying data used in the
model; and (iv) evaluating the significant assumptions used by management
related to the discount rate, terminal growth rates, forecasted financial results,
and market returns. Evaluating management’s assumptions related to the
discount rate, terminal growth rates, forecasted financial results, and market
returns involved evaluating whether the assumptions used by management
were reasonable considering (i) the current and past performance of the sole
reporting unit, as well as investment companies subject to the investment
management agreements and client relationships; (ii) the consistency with
external market and industry data; and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals
with specialized skill and knowledge were used to assist in the evaluation of
the Company’s discounted cash flow model and the discount rate.
Report on other legal and regulatory requirements
Under the Companies (Jersey) Law 1991 we are required to report to you if,
in our opinion:
• we have not received all the information and explanations we require for
our audit;
• proper accounting records have not been kept; or
• the consolidated financial statements are not in agreement with the
accounting records.
We have no exceptions to report arising from this responsibility.
David Foss
For and on behalf of PricewaterhouseCoopers LLP
Denver, Colorado
24 February 2021
We have served as the Company’s auditor since 2019.
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
21
Form 10 - K
22
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the fiscal year ended December 31, 2020
OR
OF 1934
OF 1934
For the transition period from to
Commission File Number 001-38103
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
JANUS HENDERSON GROUP PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of
incorporation or organization)
201 Bishopsgate
London, United Kingdom
(Address of principal executive offices)
98-1376360
(I.R.S. Employer Identification No.)
EC2M3AE
(Zip Code)
+44 (0) 20 7818 1818
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value
JHG
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past
90 days. Yes No
Exchange Act.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 30, 2020, the aggregate market value of common equity held by non-affiliates was $3,772,660,584.60. As of February 19, 2021, there were 172,349,989
shares of the Company’s common stock, $1.50 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
☒
None
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File Number 001-38103
JANUS HENDERSON GROUP PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of
incorporation or organization)
201 Bishopsgate
London, United Kingdom
(Address of principal executive offices)
98-1376360
(I.R.S. Employer Identification No.)
EC2M3AE
(Zip Code)
+44 (0) 20 7818 1818
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value
JHG
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past
90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 30, 2020, the aggregate market value of common equity held by non-affiliates was $3,772,660,584.60. As of February 19, 2021, there were 172,349,989
shares of the Company’s common stock, $1.50 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
JANUS HENDERSON GROUP PLC
2020 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
PART III
Page
3
15
29
29
30
30
30
32
56
59
112
112
113
113
121
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 134
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibit and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
136
137
138
144
145
FORWARD-LOOKING STATEMENTS
PART I
Certain statements in this report not based on historical facts are “forward-looking statements” within the meaning of
the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”). Such forward-looking statements involve known and unknown risks and uncertainties
that are difficult to predict and could cause our actual results, performance or achievements to differ materially from
those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events,
conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be
identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-
looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our
management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements,
which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any
obligation to publicly update or revise these forward-looking statements.
Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those
expressed by the forward-looking statements included in this report include, but are not limited to, risks, uncertainties,
assumptions and factors discussed under headings such as “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,”
and in other filings or furnishings made by the Company with the SEC from time to time.
ITEM 1. BUSINESS
Overview
Janus Henderson Group plc (“JHG,” the “Company,” “we,” “us,” “our” and similar terms), a company incorporated and
registered in Jersey, Channel Islands, is an independent global asset manager, specializing in active investment across all
major asset classes. The predecessor companies to JHG trace back to 1934 when Henderson Group plc (“Henderson”)
was founded. Our subsequent growth since the founding of Henderson was achieved organically and from the
acquisition of asset management companies. In May 2017, JHG (previously Henderson) completed a merger of equals
with Janus Capital Group (the “Merger”). As a result of the Merger, Janus Capital Group (“JCG”) and its consolidated
subsidiaries became subsidiaries of JHG.
We are a client-focused global business with approximately 2,000 employees worldwide and assets under management
(“AUM”) of $401.6 billion as of December 31, 2020. We have operations in North America, the United Kingdom
(“UK”), continental Europe, Latin America, Japan, Asia and Australia. We focus on active fund management by
investment managers with unique individual perspectives, who are free to implement their own investment views, within
a strong risk management framework. We manage a broad range of actively managed investment products for
institutional and retail investors across five capabilities: Equities, Fixed Income, Multi-Asset, Quantitative Equities and
Alternatives.
Clients entrust money to us, either their own or money they manage or advise on for their clients, and expect us to
deliver the benefits specified in their mandate or by the prospectus for the fund in which they invest. We measure the
amount of these funds as AUM. AUM increases or decreases primarily depending on our ability to attract and retain
client investments, on investment performance, and as a function of market and currency movements. AUM is also
impacted when we invest in new asset management teams or businesses or divest from existing businesses.
Clients pay a management fee, which is usually calculated as a percentage of AUM. Certain investment products are also
subject to performance fees which vary based on a product’s relative performance as compared to a benchmark index.
The level of assets subject to such fees can positively or negatively affect our revenue. As of December 31, 2020,
2
3
JANUS HENDERSON GROUP PLC
2020 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 134
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibit and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
PART I
PART II
PART III
PART IV
Page
3
15
29
29
30
30
30
32
56
59
112
112
113
113
121
136
137
138
144
145
FORWARD-LOOKING STATEMENTS
PART I
Certain statements in this report not based on historical facts are “forward-looking statements” within the meaning of
the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”). Such forward-looking statements involve known and unknown risks and uncertainties
that are difficult to predict and could cause our actual results, performance or achievements to differ materially from
those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events,
conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be
identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-
looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our
management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements,
which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any
obligation to publicly update or revise these forward-looking statements.
Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those
expressed by the forward-looking statements included in this report include, but are not limited to, risks, uncertainties,
assumptions and factors discussed under headings such as “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,”
and in other filings or furnishings made by the Company with the SEC from time to time.
ITEM 1. BUSINESS
Overview
Janus Henderson Group plc (“JHG,” the “Company,” “we,” “us,” “our” and similar terms), a company incorporated and
registered in Jersey, Channel Islands, is an independent global asset manager, specializing in active investment across all
major asset classes. The predecessor companies to JHG trace back to 1934 when Henderson Group plc (“Henderson”)
was founded. Our subsequent growth since the founding of Henderson was achieved organically and from the
acquisition of asset management companies. In May 2017, JHG (previously Henderson) completed a merger of equals
with Janus Capital Group (the “Merger”). As a result of the Merger, Janus Capital Group (“JCG”) and its consolidated
subsidiaries became subsidiaries of JHG.
We are a client-focused global business with approximately 2,000 employees worldwide and assets under management
(“AUM”) of $401.6 billion as of December 31, 2020. We have operations in North America, the United Kingdom
(“UK”), continental Europe, Latin America, Japan, Asia and Australia. We focus on active fund management by
investment managers with unique individual perspectives, who are free to implement their own investment views, within
a strong risk management framework. We manage a broad range of actively managed investment products for
institutional and retail investors across five capabilities: Equities, Fixed Income, Multi-Asset, Quantitative Equities and
Alternatives.
Clients entrust money to us, either their own or money they manage or advise on for their clients, and expect us to
deliver the benefits specified in their mandate or by the prospectus for the fund in which they invest. We measure the
amount of these funds as AUM. AUM increases or decreases primarily depending on our ability to attract and retain
client investments, on investment performance, and as a function of market and currency movements. AUM is also
impacted when we invest in new asset management teams or businesses or divest from existing businesses.
Clients pay a management fee, which is usually calculated as a percentage of AUM. Certain investment products are also
subject to performance fees which vary based on a product’s relative performance as compared to a benchmark index.
The level of assets subject to such fees can positively or negatively affect our revenue. As of December 31, 2020,
2
3
performance fees were generated from a diverse group of funds and accounts. Management and performance fees are the
primary drivers of our revenue. We believe that the more diverse the range of investment strategies from which
management and performance fees are derived, the more successful our business model will be through market cycles.
and adjusted values are consistent with internal management reporting. See Part II, Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations, for additional information on non-GAAP adjusted
measures, including a reconciliation to the comparable GAAP measure.
Strategy
Our strategy is Simple Excellence, which is centered on the belief that a combination of relentless focus and disciplined
execution across the fundamental parts of our core business will drive future success as a global active asset manager.
Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to
create value for all of our stakeholders: Clients, shareholders and employees. Our strategy is a journey and is based
upon our five strategic priorities.
● Produce dependable investment outcomes — We focus on quality and stability of investment performance. We
do this through the combination of attracting and retaining the best talent, consistently delivering on our client
promises, and investing in technology that enhances our ability to deliver alpha while providing strong risk
management.
● Excel in distribution and client experience — We seek to deliver industry-leading client experiences that drive
client loyalty and build stronger long-term relationships. We focus on all stages of the client journey, seeking to
ensure that each touchpoint between us and the client exceeds expectations.
● Focus and increase operational efficiency — We operate a complex, global business in a very competitive
industry with increasing pressure on fee rates and growing costs of doing business. Because of these factors, we
focus on becoming more efficient in the way we do business by standardizing our global model and
modernizing our infrastructure. Our continued focus on growing profits, while investing in investment and
distribution technology to modernize and upgrade the existing technology supports our objective of operational
efficiency. In addition, consolidating or winding down sub-scale and non-core products amid a continued drive
to reduce product complexities and reducing complexities through strategic exits from overlapping and non-
core businesses further supports our objective of operational efficiency.
● Foster a proactive risk and control environment — We embed a deep sense of understanding and ownership of
risk and controls to support our long-term growth initiatives. There are three components to our proactive risk
and control environment:
• People and engagement — Our senior leaders are engaged to emphasize and own risk culture. In
addition, our risk and compliance teams were restructured to operate more effectively and efficiently,
with recent hires of key senior level individuals.
• Processes and governance — Our controls have been enhanced company-wide, including those
related to key investment activities, and our global risk management committees, policies and
procedures proactively monitor our risk environment.
• Training and awareness — Our risk training and awareness across the organization further embed a
strong culture of risk and compliance.
● Develop new growth initiatives — We are building the businesses of tomorrow by focusing on initiatives that
build on our investment and distribution strengths. We are delivering new products by leveraging our breadth of
equity, fixed income, alternatives and multi-asset investment expertise across a variety of vehicle types, and
expanding into new regions or client distribution channels with nascent demand for our most successful
capabilities.
Financial Highlights
We present our financial results in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”), however, JHG management evaluates the profitability of the Company and its ongoing
operations using additional non-GAAP financial measures. We use these performance measures to evaluate the business,
below.
4
5
GAAP basis (in millions):
Revenue
Operating expenses
Operating income
Operating margin
Net income attributable to JHG
Diluted earnings per share
Adjusted basis (in millions):
Revenue
Operating expenses
Operating income
Operating margin
Net income attributable to JHG
Diluted earnings per share
Assets Under Management
Year ended December 31,
2020
2019
2018
2,298.6 $
2,140.8 $
157.8 $
6.9%
161.6 $
0.87 $
2,192.4 $
1,651.5 $
540.9 $
24.7%
427.6 $
2.21 $
2,306.4
1,656.6
649.8
28.2%
523.8
2.61
1,834.2 $
1,748.1 $
1,137.5 $
1,121.5 $
1,859.7
1,133.7
696.7 $
626.6 $
38.0%
557.9 $
3.01 $
35.8%
478.3 $
2.47 $
726.0
39.0%
549.6
2.74
$
$
$
$
$
$
$
$
$
$
Our AUM by client type, capability and client location as of December 31, 2020, is presented below (in billions).
Client Type and Distribution Channel
We have a diverse group of intermediary, institutional and self-directed clients around the globe. While we seek to
leverage our global model where possible, we also recognize the importance of tailoring our services to the needs of
clients in different regions. For this reason, we maintain a local presence in most of the markets in which we operate and
provide investment material that takes into account local customs, preferences and language needs. We have a global
distribution team of over 600 client-facing staff. A description of each client type and distribution channel is presented
performance fees were generated from a diverse group of funds and accounts. Management and performance fees are the
primary drivers of our revenue. We believe that the more diverse the range of investment strategies from which
management and performance fees are derived, the more successful our business model will be through market cycles.
and adjusted values are consistent with internal management reporting. See Part II, Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations, for additional information on non-GAAP adjusted
measures, including a reconciliation to the comparable GAAP measure.
GAAP basis (in millions):
Revenue
Operating expenses
Operating income
Operating margin
Net income attributable to JHG
Diluted earnings per share
Adjusted basis (in millions):
Revenue
Operating expenses
Operating income
Operating margin
Net income attributable to JHG
Diluted earnings per share
Assets Under Management
2020
Year ended December 31,
2019
2018
$
$
$
$
$
$
$
$
$
$
2,298.6 $
2,140.8 $
157.8 $
6.9%
161.6 $
0.87 $
2,192.4 $
1,651.5 $
540.9 $
24.7%
427.6 $
2.21 $
1,834.2 $
1,137.5 $
696.7 $
38.0%
557.9 $
3.01 $
1,748.1 $
1,121.5 $
626.6 $
35.8%
478.3 $
2.47 $
2,306.4
1,656.6
649.8
28.2%
523.8
2.61
1,859.7
1,133.7
726.0
39.0%
549.6
2.74
Our AUM by client type, capability and client location as of December 31, 2020, is presented below (in billions).
Client Type and Distribution Channel
We have a diverse group of intermediary, institutional and self-directed clients around the globe. While we seek to
leverage our global model where possible, we also recognize the importance of tailoring our services to the needs of
clients in different regions. For this reason, we maintain a local presence in most of the markets in which we operate and
provide investment material that takes into account local customs, preferences and language needs. We have a global
distribution team of over 600 client-facing staff. A description of each client type and distribution channel is presented
below.
4
5
Strategy
Our strategy is Simple Excellence, which is centered on the belief that a combination of relentless focus and disciplined
execution across the fundamental parts of our core business will drive future success as a global active asset manager.
Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to
create value for all of our stakeholders: Clients, shareholders and employees. Our strategy is a journey and is based
upon our five strategic priorities.
● Produce dependable investment outcomes — We focus on quality and stability of investment performance. We
do this through the combination of attracting and retaining the best talent, consistently delivering on our client
promises, and investing in technology that enhances our ability to deliver alpha while providing strong risk
management.
● Excel in distribution and client experience — We seek to deliver industry-leading client experiences that drive
client loyalty and build stronger long-term relationships. We focus on all stages of the client journey, seeking to
ensure that each touchpoint between us and the client exceeds expectations.
● Focus and increase operational efficiency — We operate a complex, global business in a very competitive
industry with increasing pressure on fee rates and growing costs of doing business. Because of these factors, we
focus on becoming more efficient in the way we do business by standardizing our global model and
modernizing our infrastructure. Our continued focus on growing profits, while investing in investment and
distribution technology to modernize and upgrade the existing technology supports our objective of operational
efficiency. In addition, consolidating or winding down sub-scale and non-core products amid a continued drive
to reduce product complexities and reducing complexities through strategic exits from overlapping and non-
core businesses further supports our objective of operational efficiency.
● Foster a proactive risk and control environment — We embed a deep sense of understanding and ownership of
risk and controls to support our long-term growth initiatives. There are three components to our proactive risk
and control environment:
• People and engagement — Our senior leaders are engaged to emphasize and own risk culture. In
addition, our risk and compliance teams were restructured to operate more effectively and efficiently,
with recent hires of key senior level individuals.
• Processes and governance — Our controls have been enhanced company-wide, including those
related to key investment activities, and our global risk management committees, policies and
procedures proactively monitor our risk environment.
• Training and awareness — Our risk training and awareness across the organization further embed a
strong culture of risk and compliance.
● Develop new growth initiatives — We are building the businesses of tomorrow by focusing on initiatives that
build on our investment and distribution strengths. We are delivering new products by leveraging our breadth of
equity, fixed income, alternatives and multi-asset investment expertise across a variety of vehicle types, and
expanding into new regions or client distribution channels with nascent demand for our most successful
capabilities.
Financial Highlights
We present our financial results in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”), however, JHG management evaluates the profitability of the Company and its ongoing
operations using additional non-GAAP financial measures. We use these performance measures to evaluate the business,
Intermediary Chanel
Alternatives
The intermediary channel distributes mutual funds, separately managed accounts (“SMAs”), exchange-traded funds
(“ETFs”), UK Open Ended Investment Companies (“OEICs”), Société d’Investissement À Capital Variable (“SICAV”)
and Undertakings for Collective Investments in Transferable Securities (“UCITS”) through financial intermediaries,
including banks, broker-dealers, financial advisors, fund platforms and discretionary wealth managers. Intermediary
clients primarily invest in equity, fixed income and multi-asset capabilities. We have made significant investments to
grow our presence in the financial advisor subchannel, including increasing the number of external and internal
wholesalers, enhancing our technology platform and recruiting highly seasoned client relationship managers. At
December 31, 2020, AUM in our intermediary channel totaled $192.9 billion, or 48% of total AUM.
Institutional Channel
The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund
clients and sovereign entities, with distribution direct to the plan sponsor and through consultants. At
December 31, 2020, AUM in our institutional channel totaled $127.6 billion, or 32% of total AUM.
Self-Directed Channel
EMEA and Latin America
The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or
directly with us. In July 2020, we reopened certain shares of our U.S. mutual funds through the self-directed channel,
which will enable new investors to participate in the benefits of investing directly with us. At December 31, 2020, AUM
in our self-directed channel totaled $81.1 billion, or 20% of total AUM.
Investment Capabilities
Equities
We offer a wide range of equity strategies encompassing different geographic focuses and investment styles. The equity
teams include those with a global perspective, those with a regional focus (including the U.S., Europe and Asia) and
those invested in specific sectors. These teams generally apply processes based on fundamental research and bottom-up
stock picking.
Fixed Income
Human Capital
Our Fixed Income teams provide coverage across the asset class, applying a wide range of innovative and differentiated
techniques in support of a variety of investment objectives and risk criteria. Our fixed income offering includes teams
that apply global unconstrained approaches as well as teams with more focused mandates — based in the U.S., Europe,
Asia and Australia. The capabilities of these teams can be accessed through individual strategies and, where appropriate,
are combined to create multi-strategy offerings.
Multi-Asset
Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic
asset allocation, as well as multiple adaptive asset allocation strategies.
Quantitative Equities
Our Intech Investment Management LLC (“Intech”) business applies advanced mathematics and systematic portfolio
rebalancing intended to harness the volatility of movements in stock prices — a reliable source of excess returns and risk
control. With more than 30 years of volatility expertise, the Intech team employs a distinctive quantitative approach
based on observations of actual price movements, not on subjective forecasts of companies’ future performance.
Our Alternatives capability includes teams with various areas of focus and approach. Diversified Alternatives brings
together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies.
These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities; Agriculture; and
Long/Short Equity. Additionally, the management of our direct UK commercial property offering is sub-advised by
Nuveen Real Estate.
Client Locations
North America
Our North America region serves clients throughout North America and represents our largest geographical
concentration of AUM. The North America distribution network serves a diverse set of clients across financial
intermediaries, institutions and self-directed channels. As of December 31, 2020, total North America AUM was $220.6
billion, and we employed 162 and 298 investment and distribution professionals, respectively.
Our EMEA and Latin America region serves clients throughout the UK, continental Europe and an evolving business in
Latin America and the Middle East. The region includes a strong retail and institutional client base in the UK and strong
relationships with global distributors in continental Europe. The organic build-out of our Latin America business is
gaining momentum. As of December 31, 2020, total EMEA and Latin America AUM was $124.1 billion, and the region
employed 145 and 214 investment and distribution professionals, respectively.
Asia-Pacific
Our Asia-Pacific region serves clients throughout Australia, Japan and other regions of Asia. Our strategic co-operation
agreement with Dai-ichi Life supports the growth of our Japanese business. Australian distribution offers a suite of
global and domestic capabilities. The wider Asian business continues to evolve with growing brand presence. As of
December 31, 2020, the Asia-Pacific AUM in the Asia-Pacific region was $56.9 billion, and the region employed 44 and
76 investment and distribution professionals, respectively.
With more than 2,000 employees worldwide, we are proud of our global presence and diversity. It is through the
diversity of our people — whose varied skills, backgrounds and cultures shape our outlook — that we can explore
unique avenues and uncover opportunities unseen by others in our industry. Our people-focused culture is driven by
collaboration and connection. Our employees are results-driven, inspired individuals whose values and actions align to
JHG’s values: We put clients first, we succeed as a team, and we act like owners. We recognize that the success of JHG
is dependent on the unique talents and contributions of our diverse workforce, and we are invested in our employees’
success. We are committed to:
• Attracting great people into roles with a sense of purpose;
• Helping them realize their highest potential and make a real impact; and
• Supporting their ambitions throughout their career.
Headcount
As of December 31, 2020, and 2019 we had 2,053 and 2,039 full-time equivalent employees, respectively. Our diverse
workforce includes: Trainees (2020 trainee program placed on hold due to the novel coronavirus (“COVID-19”)
pandemic), apprentices and fixed-term employees working alongside our permanent part- and full-time employees.
6
7
The intermediary channel distributes mutual funds, separately managed accounts (“SMAs”), exchange-traded funds
(“ETFs”), UK Open Ended Investment Companies (“OEICs”), Société d’Investissement À Capital Variable (“SICAV”)
and Undertakings for Collective Investments in Transferable Securities (“UCITS”) through financial intermediaries,
including banks, broker-dealers, financial advisors, fund platforms and discretionary wealth managers. Intermediary
clients primarily invest in equity, fixed income and multi-asset capabilities. We have made significant investments to
grow our presence in the financial advisor subchannel, including increasing the number of external and internal
wholesalers, enhancing our technology platform and recruiting highly seasoned client relationship managers. At
December 31, 2020, AUM in our intermediary channel totaled $192.9 billion, or 48% of total AUM.
Institutional Channel
The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund
clients and sovereign entities, with distribution direct to the plan sponsor and through consultants. At
December 31, 2020, AUM in our institutional channel totaled $127.6 billion, or 32% of total AUM.
The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or
directly with us. In July 2020, we reopened certain shares of our U.S. mutual funds through the self-directed channel,
which will enable new investors to participate in the benefits of investing directly with us. At December 31, 2020, AUM
in our self-directed channel totaled $81.1 billion, or 20% of total AUM.
Investment Capabilities
Equities
stock picking.
Fixed Income
Multi-Asset
Quantitative Equities
We offer a wide range of equity strategies encompassing different geographic focuses and investment styles. The equity
teams include those with a global perspective, those with a regional focus (including the U.S., Europe and Asia) and
those invested in specific sectors. These teams generally apply processes based on fundamental research and bottom-up
Our Fixed Income teams provide coverage across the asset class, applying a wide range of innovative and differentiated
techniques in support of a variety of investment objectives and risk criteria. Our fixed income offering includes teams
that apply global unconstrained approaches as well as teams with more focused mandates — based in the U.S., Europe,
Asia and Australia. The capabilities of these teams can be accessed through individual strategies and, where appropriate,
are combined to create multi-strategy offerings.
Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic
asset allocation, as well as multiple adaptive asset allocation strategies.
Intermediary Chanel
Alternatives
Self-Directed Channel
EMEA and Latin America
Our Alternatives capability includes teams with various areas of focus and approach. Diversified Alternatives brings
together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies.
These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities; Agriculture; and
Long/Short Equity. Additionally, the management of our direct UK commercial property offering is sub-advised by
Nuveen Real Estate.
Client Locations
North America
Our North America region serves clients throughout North America and represents our largest geographical
concentration of AUM. The North America distribution network serves a diverse set of clients across financial
intermediaries, institutions and self-directed channels. As of December 31, 2020, total North America AUM was $220.6
billion, and we employed 162 and 298 investment and distribution professionals, respectively.
Our EMEA and Latin America region serves clients throughout the UK, continental Europe and an evolving business in
Latin America and the Middle East. The region includes a strong retail and institutional client base in the UK and strong
relationships with global distributors in continental Europe. The organic build-out of our Latin America business is
gaining momentum. As of December 31, 2020, total EMEA and Latin America AUM was $124.1 billion, and the region
employed 145 and 214 investment and distribution professionals, respectively.
Asia-Pacific
Our Asia-Pacific region serves clients throughout Australia, Japan and other regions of Asia. Our strategic co-operation
agreement with Dai-ichi Life supports the growth of our Japanese business. Australian distribution offers a suite of
global and domestic capabilities. The wider Asian business continues to evolve with growing brand presence. As of
December 31, 2020, the Asia-Pacific AUM in the Asia-Pacific region was $56.9 billion, and the region employed 44 and
76 investment and distribution professionals, respectively.
Human Capital
With more than 2,000 employees worldwide, we are proud of our global presence and diversity. It is through the
diversity of our people — whose varied skills, backgrounds and cultures shape our outlook — that we can explore
unique avenues and uncover opportunities unseen by others in our industry. Our people-focused culture is driven by
collaboration and connection. Our employees are results-driven, inspired individuals whose values and actions align to
JHG’s values: We put clients first, we succeed as a team, and we act like owners. We recognize that the success of JHG
is dependent on the unique talents and contributions of our diverse workforce, and we are invested in our employees’
success. We are committed to:
• Attracting great people into roles with a sense of purpose;
• Helping them realize their highest potential and make a real impact; and
• Supporting their ambitions throughout their career.
Headcount
Our Intech Investment Management LLC (“Intech”) business applies advanced mathematics and systematic portfolio
rebalancing intended to harness the volatility of movements in stock prices — a reliable source of excess returns and risk
control. With more than 30 years of volatility expertise, the Intech team employs a distinctive quantitative approach
based on observations of actual price movements, not on subjective forecasts of companies’ future performance.
As of December 31, 2020, and 2019 we had 2,053 and 2,039 full-time equivalent employees, respectively. Our diverse
workforce includes: Trainees (2020 trainee program placed on hold due to the novel coronavirus (“COVID-19”)
pandemic), apprentices and fixed-term employees working alongside our permanent part- and full-time employees.
6
7
2020 Headcount
EMEA
North America
APAC
Grand Total
Permanent
789
1,037
180
2,006
Fixed-
Term
Worker Apprenticeship Grand Total
29
9
38
6
3
9
824
1,040
189
2,053
Fixed-
Term
Worker Trainee Apprenticeship
2019 Headcount
EMEA
North America
Pan Asia
Permanent
751
1,062
176
25
1
5
8
4
Grand Total
12
Note: Contractors and other temporary employees excluded.
1,989
31
5
2
7
Grand Total
789
1,069
181
2,039
Recruiting
We build our workforce from within our existing talent pool whenever possible. If we are unable to identify the right
candidate for an open position from within, we look externally for the best talent. We search for candidates through a
number of different channels to ensure we access a diverse slate of candidates, including working with recruitment
consultants and search firms whose values and methods of recruitment align with our goals of finding the best diverse
talent in the market. Our recruitment team strives to source a diverse candidate pool for every open position with the
goal of creating a workforce that reflects the communities in which we operate.
Professional Development
We are committed to helping people realize their highest potential and fostering a culture that prioritizes and supports
personal and professional development for individuals, leaders and teams across the organization. Employees own their
individual development, and we are invested in a wide variety of programs to support their ambitions. Ongoing
development opportunities include business acumen (our industry and products), understanding our clients, leadership
development, mentoring schemes, global collaboration and culture, career development, interpersonal communication,
presentation skills and technology training. We encourage and financially support continuing education through a tuition
reimbursement program for employees wishing to pursue approved degree programs.
Employee Engagement
We value feedback from our employees. We look for opportunities to solicit their opinions and insights to help us
understand what we are doing well and potential areas of improvement. In 2020, approximately 88% of our employees
responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from
senior leaders to all employees. Managers and employees develop action plans to address topics of concern and
continually improve our workplace. In addition to the 2020 employee opinion survey, we:
• Surveyed our employees on return to work topics and how we can best support their mental health and overall
wellbeing during the COVID-19 pandemic; and
• Launched our Employee Value Proposition: Connecting you to what matters, to help our employees and
managers articulate and understand the “what’s in it for me?” about working at JHG.
8
9
Diversity and Inclusion
We are committed to creating an inclusive environment that promotes equality, cultural awareness and respect by
implementing policies, benefits, training, recruiting and recognition practices to support our colleagues. Diversity and
inclusion are about valuing our differences and continually identifying ways to improve our cultural intelligence, which
ultimately leads to better decision-making and a more tailored client experience. We monitor employee demographic
data such as gender, ethnicity, tenure and age. Employees value our Employee Resource Groups, which include the
Women of Janus Henderson, the Black Professional Network and Janus Henderson Pride, to name just a few.
Our recent accomplishments include:
Improved our gender pay gap over the past two years (2019 and 2020).
39% of employees globally are women.
22% of employees globally are ethnically diverse.
• Achieved our 2022 Women in Finance Charter target goal of 25% senior management women representation in
the UK.
Included in the 2020 Bloomberg Gender Equality Index and 2020 Human Rights Campaign Corporate Equality
Index for our inclusive practices and policies.
Implemented a sabbatical leave program.
• Enhanced our U.S. family leave pay and our UK shared parental leave pay.
Implemented a global adoption assistance program.
Employee Remuneration and Benefits
•
•
•
•
•
•
Our remuneration framework is designed to reward performance and reinforce the alignment of interests between our
employees and our public and fund shareholders. We regularly review industry benchmark data and maintain
competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive remuneration
for most of our employees is funded based on JHG profits. While individual awards are fully discretionary, performance
assessments take into account financial and strategic (non-financial) factors, including company, department, team and
individual performance.
The ongoing health and well-being of our employees is important to us, and the benefits we provide enable employees
and their families to achieve healthy, balanced and happy lifestyles. We support our employees’ financial goals and
retirement saving by making contributions toward their retirement and pension schemes, and offering an employee stock
purchase plan.
Turnover
skilled employees.
COVID-19 Impacts
We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary
turnover rates are relatively low and consistent with a certain benchmark for our industry. We develop talent profiles and
succession plans to ensure we are cultivating the next generation of leaders to contribute to our long-term business
success. These provide us with the ability to effectively manage turnover and to retain and develop our most highly
COVID-19 continues to affect our business operations, however, we have a robust and detailed business continuity plan
in place so that we can continue operating effectively during the pandemic, including processes to limit the spread of the
virus among employees. For the health and well-being of our employees, we have modified our business practices in
accordance with social distancing guidelines to allow work-from-home arrangements and flexible work schedules, and to
restrict business-related travel. Our employees are following the guidelines, and our technology capabilities allow the
majority to work effectively from their homes. We will manage employees’ return to the office with caution and with the
health and safety of our employees as our priority. We continue to evolve and learn from our experiences over the past
2020 Headcount
Permanent
Worker Apprenticeship Grand Total
EMEA
North America
APAC
Grand Total
789
1,037
180
2,006
6
3
9
824
1,040
189
2,053
Fixed-
Term
29
9
38
2019 Headcount
Permanent
Worker Trainee Apprenticeship
Grand Total
EMEA
North America
Pan Asia
Grand Total
751
1,062
176
1,989
8
4
12
5
2
7
789
1,069
181
2,039
Fixed-
Term
25
1
5
31
Note: Contractors and other temporary employees excluded.
Recruiting
We build our workforce from within our existing talent pool whenever possible. If we are unable to identify the right
candidate for an open position from within, we look externally for the best talent. We search for candidates through a
number of different channels to ensure we access a diverse slate of candidates, including working with recruitment
consultants and search firms whose values and methods of recruitment align with our goals of finding the best diverse
talent in the market. Our recruitment team strives to source a diverse candidate pool for every open position with the
goal of creating a workforce that reflects the communities in which we operate.
Professional Development
We are committed to helping people realize their highest potential and fostering a culture that prioritizes and supports
personal and professional development for individuals, leaders and teams across the organization. Employees own their
individual development, and we are invested in a wide variety of programs to support their ambitions. Ongoing
development opportunities include business acumen (our industry and products), understanding our clients, leadership
development, mentoring schemes, global collaboration and culture, career development, interpersonal communication,
presentation skills and technology training. We encourage and financially support continuing education through a tuition
reimbursement program for employees wishing to pursue approved degree programs.
Employee Engagement
We value feedback from our employees. We look for opportunities to solicit their opinions and insights to help us
understand what we are doing well and potential areas of improvement. In 2020, approximately 88% of our employees
responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from
senior leaders to all employees. Managers and employees develop action plans to address topics of concern and
continually improve our workplace. In addition to the 2020 employee opinion survey, we:
• Surveyed our employees on return to work topics and how we can best support their mental health and overall
wellbeing during the COVID-19 pandemic; and
• Launched our Employee Value Proposition: Connecting you to what matters, to help our employees and
managers articulate and understand the “what’s in it for me?” about working at JHG.
Diversity and Inclusion
We are committed to creating an inclusive environment that promotes equality, cultural awareness and respect by
implementing policies, benefits, training, recruiting and recognition practices to support our colleagues. Diversity and
inclusion are about valuing our differences and continually identifying ways to improve our cultural intelligence, which
ultimately leads to better decision-making and a more tailored client experience. We monitor employee demographic
data such as gender, ethnicity, tenure and age. Employees value our Employee Resource Groups, which include the
Women of Janus Henderson, the Black Professional Network and Janus Henderson Pride, to name just a few.
Our recent accomplishments include:
Improved our gender pay gap over the past two years (2019 and 2020).
39% of employees globally are women.
22% of employees globally are ethnically diverse.
•
•
•
• Achieved our 2022 Women in Finance Charter target goal of 25% senior management women representation in
•
the UK.
Included in the 2020 Bloomberg Gender Equality Index and 2020 Human Rights Campaign Corporate Equality
Index for our inclusive practices and policies.
Implemented a sabbatical leave program.
•
• Enhanced our U.S. family leave pay and our UK shared parental leave pay.
•
Implemented a global adoption assistance program.
Employee Remuneration and Benefits
Our remuneration framework is designed to reward performance and reinforce the alignment of interests between our
employees and our public and fund shareholders. We regularly review industry benchmark data and maintain
competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive remuneration
for most of our employees is funded based on JHG profits. While individual awards are fully discretionary, performance
assessments take into account financial and strategic (non-financial) factors, including company, department, team and
individual performance.
The ongoing health and well-being of our employees is important to us, and the benefits we provide enable employees
and their families to achieve healthy, balanced and happy lifestyles. We support our employees’ financial goals and
retirement saving by making contributions toward their retirement and pension schemes, and offering an employee stock
purchase plan.
Turnover
We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary
turnover rates are relatively low and consistent with a certain benchmark for our industry. We develop talent profiles and
succession plans to ensure we are cultivating the next generation of leaders to contribute to our long-term business
success. These provide us with the ability to effectively manage turnover and to retain and develop our most highly
skilled employees.
COVID-19 Impacts
COVID-19 continues to affect our business operations, however, we have a robust and detailed business continuity plan
in place so that we can continue operating effectively during the pandemic, including processes to limit the spread of the
virus among employees. For the health and well-being of our employees, we have modified our business practices in
accordance with social distancing guidelines to allow work-from-home arrangements and flexible work schedules, and to
restrict business-related travel. Our employees are following the guidelines, and our technology capabilities allow the
majority to work effectively from their homes. We will manage employees’ return to the office with caution and with the
health and safety of our employees as our priority. We continue to evolve and learn from our experiences over the past
8
9
year and are becoming more agile in how we operate our business, with increased flexibility in how and where our
employees work.
U.S. Regulation
Intellectual Property
We have used, registered and/or applied to register certain trademarks, service marks and trade names to distinguish our
sponsored investment products and services from those of our competitors in the jurisdictions in which we operate,
including the U.S., the UK, the European Union (“EU”), Australia, China, Japan and Singapore. These trademarks,
service marks and trade names are important to us and, accordingly, we actively enforce our trademarks, service marks
and trade name rights. Our brand has been, and continues to be, extremely well-received both in the asset management
industry and with clients.
Seasonality
Our revenue streams are not seasonal in nature, with management fees and other income generally accruing evenly
throughout the year. However, performance fee revenue is the exception. Performance fees are specified in certain fund
and client contracts and are based on investment performance either on an absolute basis or compared to an established
index over a specified period of time. These fees are often subject to a hurdle rate. Performance fees are recognized at
the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are
achieved. Certain fund and client contracts allow for negative performance fees where there is underperformance against
the relevant index. Given the uncertain nature of performance fees, they tend to fluctuate from period to period.
Competition
The investment management industry is relatively mature and saturated with competitors that provide services similar to
ours. As such, we encounter significant competition in all areas of our business. We compete with other investment
managers, mutual fund advisers, brokerage and investment banking firms, insurance companies, hedge funds, venture
capitalists, banks and other financial institutions, many of which have proprietary access to certain distribution channels
and are larger, have greater capital resources and have a broader range of product choices and investment capabilities
than we do. In addition, the marketplace for investment products is rapidly changing, investors are becoming more
sophisticated, the demand for and access to investment advice and information are becoming more widespread, passive
investment strategies are becoming more prevalent, and more investors are demanding investment vehicles that are
customized to their individual requirements.
We believe our ability to successfully compete in the investment management industry depends upon our ability to
achieve consistently strong investment performance, provide exceptional client service, and develop and innovate
products that will best serve our clients.
Regulation
The investment management industry is subject to extensive federal, state and international laws and regulations
intended to benefit and protect investment advisory clients and investors in pooled investment vehicles, such as those
managed, advised or subadvised by us. The costs of complying with such laws and regulations have grown significantly
in recent years and may continue to grow in the future, which could significantly increase our costs of doing business as
a global asset manager. These laws and regulations generally grant supervisory agencies broad administrative powers,
including the power to limit or restrict the conduct of businesses and to impose sanctions for failure to comply with laws
and regulations. Possible consequences for failure to comply include voiding of investment advisory and subadvisory
agreements, the suspension of individual employees (particularly investment management and sales personnel),
limitations on engaging in certain lines of business for specified periods of time, revocation of registrations,
disgorgement of profits, and imposition of censures and fines. Further, failure to comply with such laws and regulations
may provide the basis for civil litigation that may also result in significant costs and reputational harm to us.
Certain of our U.S. subsidiaries are subject to laws and regulations from a number of government agencies and self-
regulatory bodies, including the U.S. Securities and Exchange Commission (“SEC”), the U.S. Department of Labor
(“DOL”), the Financial Industry Regulatory Authority (“FINRA”), the U.S. Commodity Futures Trading Commission
(“CFTC”) and the National Futures Association (“NFA”). We continue to see enhanced legislative and regulatory
interest in the regulation of financial services in the U.S. through existing and proposed rules and regulations, regulatory
priorities and general discussions around expanded reporting requirements, and transfer agent regulations. For example,
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the DOL’s fiduciary regulations (as
well as state and other fiduciary rules, the SEC’s best interest standards and other similar standards) have an impact on
our global asset management business, and we continually review and analyze the potential impact of these laws and
regulations on our clients, prospective clients and distribution channels.
Investment Advisory Laws and Regulations
Certain of our subsidiaries are registered investment advisers under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”), and are regulated by the SEC. The Advisers Act requires registered investment advisers to comply
with numerous and pervasive obligations, including fiduciary duties, disclosure obligations, recordkeeping requirements,
custodial obligations, operational and marketing restrictions, and registration and reporting requirements. Certain of our
employees are also registered with regulatory authorities in various states, and thus are subject to oversight and
regulation by such states’ regulatory agencies.
Investment Company Laws and Regulations
Certain of our subsidiaries act as adviser or subadviser to mutual funds and ETFs, which are registered with the SEC
pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). Certain of our subsidiaries also serve as
adviser or subadviser to investment products that are not required to be registered under the 1940 Act. As an adviser or
subadviser to pooled investment vehicles that operate under exemptions to the 1940 Act and related regulations, we are
subject to various requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure and
governance. In addition, the adviser or subadviser to a registered investment company generally has obligations with
respect to the qualification of the registered investment company under the Internal Revenue Code of 1986, as amended
(the “Code”).
Broker-Dealer Regulations
Our subsidiary Janus Distributors LLC, dba Janus Henderson Distributors (“JHD”), is registered with the SEC under the
Exchange Act and is a member of FINRA, the U.S. securities industry’s self-regulatory organization. JHD is a limited-
purpose broker-dealer, which acts as the general distributor and agent for the sale and distribution of shares of U.S.
mutual funds that are sponsored by certain of our subsidiaries, as well as the distribution of certain exchange-traded
products (“ETPs”) and other pooled investment vehicles. The SEC imposes various requirements on JHD’s operations,
including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions
among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its
member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.
JHD is subject to regulation under state law. The federal securities laws prohibit states from imposing substantive
requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing
registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning broker-dealers and
their employees for engaging in misconduct.
ERISA
Certain of our subsidiaries are also subject to ERISA and related regulations to the extent they are considered
“fiduciaries” under ERISA with respect to some of their investment advisory clients. ERISA-related provisions of the
Code and regulations issued by the DOL impose duties on persons who are fiduciaries under ERISA and prohibit some
10
11
employees work.
Intellectual Property
industry and with clients.
Seasonality
We have used, registered and/or applied to register certain trademarks, service marks and trade names to distinguish our
sponsored investment products and services from those of our competitors in the jurisdictions in which we operate,
including the U.S., the UK, the European Union (“EU”), Australia, China, Japan and Singapore. These trademarks,
service marks and trade names are important to us and, accordingly, we actively enforce our trademarks, service marks
and trade name rights. Our brand has been, and continues to be, extremely well-received both in the asset management
Our revenue streams are not seasonal in nature, with management fees and other income generally accruing evenly
throughout the year. However, performance fee revenue is the exception. Performance fees are specified in certain fund
and client contracts and are based on investment performance either on an absolute basis or compared to an established
index over a specified period of time. These fees are often subject to a hurdle rate. Performance fees are recognized at
the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are
achieved. Certain fund and client contracts allow for negative performance fees where there is underperformance against
the relevant index. Given the uncertain nature of performance fees, they tend to fluctuate from period to period.
The investment management industry is relatively mature and saturated with competitors that provide services similar to
ours. As such, we encounter significant competition in all areas of our business. We compete with other investment
managers, mutual fund advisers, brokerage and investment banking firms, insurance companies, hedge funds, venture
capitalists, banks and other financial institutions, many of which have proprietary access to certain distribution channels
and are larger, have greater capital resources and have a broader range of product choices and investment capabilities
than we do. In addition, the marketplace for investment products is rapidly changing, investors are becoming more
sophisticated, the demand for and access to investment advice and information are becoming more widespread, passive
investment strategies are becoming more prevalent, and more investors are demanding investment vehicles that are
customized to their individual requirements.
We believe our ability to successfully compete in the investment management industry depends upon our ability to
achieve consistently strong investment performance, provide exceptional client service, and develop and innovate
products that will best serve our clients.
Regulation
The investment management industry is subject to extensive federal, state and international laws and regulations
intended to benefit and protect investment advisory clients and investors in pooled investment vehicles, such as those
managed, advised or subadvised by us. The costs of complying with such laws and regulations have grown significantly
in recent years and may continue to grow in the future, which could significantly increase our costs of doing business as
a global asset manager. These laws and regulations generally grant supervisory agencies broad administrative powers,
including the power to limit or restrict the conduct of businesses and to impose sanctions for failure to comply with laws
and regulations. Possible consequences for failure to comply include voiding of investment advisory and subadvisory
agreements, the suspension of individual employees (particularly investment management and sales personnel),
limitations on engaging in certain lines of business for specified periods of time, revocation of registrations,
disgorgement of profits, and imposition of censures and fines. Further, failure to comply with such laws and regulations
may provide the basis for civil litigation that may also result in significant costs and reputational harm to us.
year and are becoming more agile in how we operate our business, with increased flexibility in how and where our
U.S. Regulation
Certain of our U.S. subsidiaries are subject to laws and regulations from a number of government agencies and self-
regulatory bodies, including the U.S. Securities and Exchange Commission (“SEC”), the U.S. Department of Labor
(“DOL”), the Financial Industry Regulatory Authority (“FINRA”), the U.S. Commodity Futures Trading Commission
(“CFTC”) and the National Futures Association (“NFA”). We continue to see enhanced legislative and regulatory
interest in the regulation of financial services in the U.S. through existing and proposed rules and regulations, regulatory
priorities and general discussions around expanded reporting requirements, and transfer agent regulations. For example,
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the DOL’s fiduciary regulations (as
well as state and other fiduciary rules, the SEC’s best interest standards and other similar standards) have an impact on
our global asset management business, and we continually review and analyze the potential impact of these laws and
regulations on our clients, prospective clients and distribution channels.
Investment Advisory Laws and Regulations
Certain of our subsidiaries are registered investment advisers under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”), and are regulated by the SEC. The Advisers Act requires registered investment advisers to comply
with numerous and pervasive obligations, including fiduciary duties, disclosure obligations, recordkeeping requirements,
custodial obligations, operational and marketing restrictions, and registration and reporting requirements. Certain of our
employees are also registered with regulatory authorities in various states, and thus are subject to oversight and
regulation by such states’ regulatory agencies.
Competition
Investment Company Laws and Regulations
Certain of our subsidiaries act as adviser or subadviser to mutual funds and ETFs, which are registered with the SEC
pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). Certain of our subsidiaries also serve as
adviser or subadviser to investment products that are not required to be registered under the 1940 Act. As an adviser or
subadviser to pooled investment vehicles that operate under exemptions to the 1940 Act and related regulations, we are
subject to various requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure and
governance. In addition, the adviser or subadviser to a registered investment company generally has obligations with
respect to the qualification of the registered investment company under the Internal Revenue Code of 1986, as amended
(the “Code”).
Broker-Dealer Regulations
Our subsidiary Janus Distributors LLC, dba Janus Henderson Distributors (“JHD”), is registered with the SEC under the
Exchange Act and is a member of FINRA, the U.S. securities industry’s self-regulatory organization. JHD is a limited-
purpose broker-dealer, which acts as the general distributor and agent for the sale and distribution of shares of U.S.
mutual funds that are sponsored by certain of our subsidiaries, as well as the distribution of certain exchange-traded
products (“ETPs”) and other pooled investment vehicles. The SEC imposes various requirements on JHD’s operations,
including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions
among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its
member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.
JHD is subject to regulation under state law. The federal securities laws prohibit states from imposing substantive
requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing
registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning broker-dealers and
their employees for engaging in misconduct.
ERISA
Certain of our subsidiaries are also subject to ERISA and related regulations to the extent they are considered
“fiduciaries” under ERISA with respect to some of their investment advisory clients. ERISA-related provisions of the
Code and regulations issued by the DOL impose duties on persons who are fiduciaries under ERISA and prohibit some
10
11
transactions involving the assets of each ERISA plan that is a client of a subsidiary of ours as well as some transactions
by the fiduciaries and various other related parties of such plans.
CFTC
Certain of our subsidiaries are registered with the CFTC as commodity pool operators (“CPOs”) or commodity trading
advisers (“CTAs”), and certain of our subsidiaries have become members of the NFA in connection with the operation of
certain of our products. The Commodity Exchange Act and related regulations generally impose certain registration,
reporting and disclosure requirements on CPOs; CTAs; and products that utilize the futures, swaps and other derivatives
that are subject to CFTC regulation. These rules adopted by the CFTC eliminated or limited previously available
exemptions and exclusions from many CFTC requirements and impose additional registration and reporting
requirements for operators of certain registered investment companies and certain other pooled vehicles that use or trade
in futures, swaps and other derivatives that are subject to CFTC regulation. The CFTC or NFA may institute proceedings
to enforce applicable rules and regulations, and violations may result in fines, censure or the termination of CPO and/or
CTA registration and NFA membership.
Dodd-Frank Wall Street Reform and Consumer Protection Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law in July
2010. The Dodd-Frank Act established enhanced regulatory requirements for non-bank financial institutions designated
as systemically important financial institutions (“SIFI”) by the Financial Stability Oversight Council (“FSOC”). In April
2012, the FSOC issued a final rule and interpretive guidance related to the process by which it will designate non-bank
financial companies, potentially including large asset managers, as SIFI. Since that time, the FSOC has considered and
invited comments on the circumstances under which asset managers might present risks to financial stability. While the
FSOC still retains discretion to designate asset managers as SIFI, it has not named any non-bank asset managers as SIFI
to date. If we were designated a SIFI, we would be subject to enhanced prudential measures, which could include capital
and liquidity requirements, leverage limits, enhanced public disclosures and risk management requirements, annual
stress testing by the Federal Reserve, credit exposure and concentration limits, and supervisory and other requirements.
These heightened regulatory requirements could adversely affect our business and operations.
International Regulation
UK
The Financial Conduct Authority (“FCA”) regulates certain of our subsidiaries, as well as products and services we offer
and manage in the UK. The FCA’s powers are derived from the Financial Services and Markets Act 2000 (the “FSMA”),
and FCA authorization is required to conduct any investment management business in the UK under the FSMA. The
FCA’s Handbook of Rules and Guidance governs UK-authorized firms’ capital resources requirements, senior
management arrangements, systems and controls, conduct of business, and interaction with clients and the markets. The
FCA also regulates the design and manufacture of UK-domiciled investment funds intended for public distribution and,
on a more limited basis, those that are for investment by professional investors.
Europe
Certain of our UK-regulated entities (until December 31, 2020) previously had to comply with a range of EU regulatory
measures and are now required to comply with EU law, which has been transposed into UK legislation under the
European Union (Withdrawal) Act of 2018 (the “EUWA”). These measures include the Markets in Financial
Instruments Directive (“MiFID II”). MiFID II regulates the provision of investment services and the conduct of
investment activities throughout the European Economic Area (the “EEA”), and the UK version of MiFID II
(implemented through UK primary and secondary legislation under the EUWA and FCA rules) regulates the provision
of similar services in the UK. MiFID II establishes detailed requirements for the governance, organization and conduct
of business of investment firms and regulated markets. It also includes pre- and post-trade transparency requirements for
equity markets and extensive transaction reporting requirements.
The EU’s Alternative Investment Fund Managers Directive (“AIFMD”) was required to be transposed into EU member
state law by July 2013 with a transitional period until July 2014. AIFMD regulates managers of, and service providers
to, alternative investment funds (“AIFs”) that are domiciled and offered in the EU and that are not authorized as retail
funds under the UCITS Directive. The AIFMD also regulates the marketing within the EU of all AIFs, including those
domiciled outside the EU. Compliance with the AIFMD’s requirements may restrict AIF marketing and imposes
compliance obligations in the form of remuneration policies, capital requirements, reporting requirements, leverage
oversight, valuation, reporting stakes in EU companies, the domicile, duties and liability of custodians, and liquidity
management. The UK has adopted the AIFMD rules principally via secondary legislation FCA rules.
UCITS are investment funds regulated at the EU level under the UCITS Directive V (“UCITS V”). UCITS are capable
of being freely marketed throughout the EU on the basis of a single authorization in a member state — so-called
passporting. UCITS V covers a range of matters relating to UCITS, including the fund structure and domicile of UCITS,
service providers to UCITS and marketing arrangements. In addition, UCITS funds are distributed in other jurisdictions
outside the EU where marketing and sales are governed by local country specific regulations. The UK has adopted the
UCITS rules through the framework of secondary legislation and FCA rules, although UCITS established in the UK
cannot benefit from the passporting arrangement described below.
Following the UK’s withdrawal from the EU on January 31, 2020, the UK and the EU entered into a “transition period”
during which directly effective EU law continued to apply in the UK and the UK continued to be treated as a member
state of the EU. The transition period ended on December 31, 2020, and since then, directly effective EU law is no
longer applicable in the UK, although the UK has retained certain EU legislation governing financial services under the
EUWA. One of the effects of the end of the transition period (irrespective of the retention of EU law under the EUWA)
is that financial services firms authorized in the UK lost their passporting rights. “Passporting” is an arrangement under
which firms authorized in an EU member state (or a non-EU state that is an EEA member) can rely on authorization in
their “home” EEA member state to provide regulated services throughout the EEA. Because UK-authorized firms can no
longer passport their services throughout the EEA, the extent to which UK-authorized firms can continue to provide
services to customers in the EEA will now be dependent on regulatory requirements and regulators’ expectations in the
individual EEA member states in which the UK-authorized firm wishes to provide services. Discussions between the EU
and UK regarding equivalence of the EU and UK regulatory frameworks are ongoing. The way in which UK firms
provide services in EEA member states may change depending on the outcome of these discussions.
Luxembourg
In Luxembourg, our subsidiary, Henderson Management S.A. (“HMSA”), is authorized and regulated in Luxembourg by
the Commission de Surveillance du Secteur Financier as a UCITS management company, with additional regulatory
permissions to provide portfolio management services regulated under MiFID II. HMSA has been appointed
management company of the following funds and fund structures:
• Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV;
• One AIF, incorporated under the laws of Luxembourg in the form of a SICAV;
• One UCITS fund, incorporated under the laws of Ireland in the form of an umbrella investment company with
segregated liability between funds with variable capital;
• One AIF, incorporated under the laws of Ireland in the form of an open-ended unit trust; and
• One AIF, incorporated under the laws of Jersey in the form of an unregulated eligible investor fund.
Singapore
In Singapore, our subsidiary is subject to various laws, including the Securities and Futures Act, the Financial Advisers
Act and the subsidiary legislation promulgated pursuant to these acts, which are administered by the Monetary Authority
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transactions involving the assets of each ERISA plan that is a client of a subsidiary of ours as well as some transactions
by the fiduciaries and various other related parties of such plans.
CFTC
Certain of our subsidiaries are registered with the CFTC as commodity pool operators (“CPOs”) or commodity trading
advisers (“CTAs”), and certain of our subsidiaries have become members of the NFA in connection with the operation of
certain of our products. The Commodity Exchange Act and related regulations generally impose certain registration,
reporting and disclosure requirements on CPOs; CTAs; and products that utilize the futures, swaps and other derivatives
that are subject to CFTC regulation. These rules adopted by the CFTC eliminated or limited previously available
exemptions and exclusions from many CFTC requirements and impose additional registration and reporting
requirements for operators of certain registered investment companies and certain other pooled vehicles that use or trade
in futures, swaps and other derivatives that are subject to CFTC regulation. The CFTC or NFA may institute proceedings
to enforce applicable rules and regulations, and violations may result in fines, censure or the termination of CPO and/or
CTA registration and NFA membership.
Dodd-Frank Wall Street Reform and Consumer Protection Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law in July
2010. The Dodd-Frank Act established enhanced regulatory requirements for non-bank financial institutions designated
as systemically important financial institutions (“SIFI”) by the Financial Stability Oversight Council (“FSOC”). In April
2012, the FSOC issued a final rule and interpretive guidance related to the process by which it will designate non-bank
financial companies, potentially including large asset managers, as SIFI. Since that time, the FSOC has considered and
invited comments on the circumstances under which asset managers might present risks to financial stability. While the
FSOC still retains discretion to designate asset managers as SIFI, it has not named any non-bank asset managers as SIFI
to date. If we were designated a SIFI, we would be subject to enhanced prudential measures, which could include capital
and liquidity requirements, leverage limits, enhanced public disclosures and risk management requirements, annual
stress testing by the Federal Reserve, credit exposure and concentration limits, and supervisory and other requirements.
These heightened regulatory requirements could adversely affect our business and operations.
International Regulation
UK
The Financial Conduct Authority (“FCA”) regulates certain of our subsidiaries, as well as products and services we offer
and manage in the UK. The FCA’s powers are derived from the Financial Services and Markets Act 2000 (the “FSMA”),
and FCA authorization is required to conduct any investment management business in the UK under the FSMA. The
FCA’s Handbook of Rules and Guidance governs UK-authorized firms’ capital resources requirements, senior
management arrangements, systems and controls, conduct of business, and interaction with clients and the markets. The
FCA also regulates the design and manufacture of UK-domiciled investment funds intended for public distribution and,
on a more limited basis, those that are for investment by professional investors.
Europe
Certain of our UK-regulated entities (until December 31, 2020) previously had to comply with a range of EU regulatory
measures and are now required to comply with EU law, which has been transposed into UK legislation under the
European Union (Withdrawal) Act of 2018 (the “EUWA”). These measures include the Markets in Financial
Instruments Directive (“MiFID II”). MiFID II regulates the provision of investment services and the conduct of
investment activities throughout the European Economic Area (the “EEA”), and the UK version of MiFID II
(implemented through UK primary and secondary legislation under the EUWA and FCA rules) regulates the provision
of similar services in the UK. MiFID II establishes detailed requirements for the governance, organization and conduct
of business of investment firms and regulated markets. It also includes pre- and post-trade transparency requirements for
equity markets and extensive transaction reporting requirements.
The EU’s Alternative Investment Fund Managers Directive (“AIFMD”) was required to be transposed into EU member
state law by July 2013 with a transitional period until July 2014. AIFMD regulates managers of, and service providers
to, alternative investment funds (“AIFs”) that are domiciled and offered in the EU and that are not authorized as retail
funds under the UCITS Directive. The AIFMD also regulates the marketing within the EU of all AIFs, including those
domiciled outside the EU. Compliance with the AIFMD’s requirements may restrict AIF marketing and imposes
compliance obligations in the form of remuneration policies, capital requirements, reporting requirements, leverage
oversight, valuation, reporting stakes in EU companies, the domicile, duties and liability of custodians, and liquidity
management. The UK has adopted the AIFMD rules principally via secondary legislation FCA rules.
UCITS are investment funds regulated at the EU level under the UCITS Directive V (“UCITS V”). UCITS are capable
of being freely marketed throughout the EU on the basis of a single authorization in a member state — so-called
passporting. UCITS V covers a range of matters relating to UCITS, including the fund structure and domicile of UCITS,
service providers to UCITS and marketing arrangements. In addition, UCITS funds are distributed in other jurisdictions
outside the EU where marketing and sales are governed by local country specific regulations. The UK has adopted the
UCITS rules through the framework of secondary legislation and FCA rules, although UCITS established in the UK
cannot benefit from the passporting arrangement described below.
Following the UK’s withdrawal from the EU on January 31, 2020, the UK and the EU entered into a “transition period”
during which directly effective EU law continued to apply in the UK and the UK continued to be treated as a member
state of the EU. The transition period ended on December 31, 2020, and since then, directly effective EU law is no
longer applicable in the UK, although the UK has retained certain EU legislation governing financial services under the
EUWA. One of the effects of the end of the transition period (irrespective of the retention of EU law under the EUWA)
is that financial services firms authorized in the UK lost their passporting rights. “Passporting” is an arrangement under
which firms authorized in an EU member state (or a non-EU state that is an EEA member) can rely on authorization in
their “home” EEA member state to provide regulated services throughout the EEA. Because UK-authorized firms can no
longer passport their services throughout the EEA, the extent to which UK-authorized firms can continue to provide
services to customers in the EEA will now be dependent on regulatory requirements and regulators’ expectations in the
individual EEA member states in which the UK-authorized firm wishes to provide services. Discussions between the EU
and UK regarding equivalence of the EU and UK regulatory frameworks are ongoing. The way in which UK firms
provide services in EEA member states may change depending on the outcome of these discussions.
Luxembourg
In Luxembourg, our subsidiary, Henderson Management S.A. (“HMSA”), is authorized and regulated in Luxembourg by
the Commission de Surveillance du Secteur Financier as a UCITS management company, with additional regulatory
permissions to provide portfolio management services regulated under MiFID II. HMSA has been appointed
management company of the following funds and fund structures:
• Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV;
• One AIF, incorporated under the laws of Luxembourg in the form of a SICAV;
• One UCITS fund, incorporated under the laws of Ireland in the form of an umbrella investment company with
segregated liability between funds with variable capital;
• One AIF, incorporated under the laws of Ireland in the form of an open-ended unit trust; and
• One AIF, incorporated under the laws of Jersey in the form of an unregulated eligible investor fund.
Singapore
In Singapore, our subsidiary is subject to various laws, including the Securities and Futures Act, the Financial Advisers
Act and the subsidiary legislation promulgated pursuant to these acts, which are administered by the Monetary Authority
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of Singapore (“MAS”). Our asset management subsidiary and its employees conducting regulated activities specified in
the Securities and Futures Act or the Financial Advisers Act are required to be licensed with the MAS.
Australia
In Australia, our subsidiaries operate under an Australian Financial Services License and their activities are governed
primarily by the Corporations Act 2001 (Cth) and its associated regulations. Their main regulator is the Australian
Securities and Investments Commission (“ASIC”), which is Australia’s integrated corporate, markets, financial services
and consumer credit regulator. ASIC imposes certain conditions on licensed financial services organizations that apply
to our subsidiaries, including requirements relating to capital resources, operational capability and controls. Our
subsidiaries also act as a product issuer for an ETF that is a Quoted Managed Fund on the Chi-X Australia stock
exchange (“Chi-X”) and thus must comply with the Chi-X operating rules and procedures. Another key regulator is the
Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other
obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“AML/CFT Act.”).
As our CHESS Depository Interests (“CDIs”) are quoted and traded on the Australian Securities Exchange (“ASX”), we
are also required to comply with the ASX listing rules and the ASX Corporate Governance Principles and
Recommendations.
Hong Kong
In Hong Kong, our subsidiary is subject to the Securities and Futures Ordinance (“SFO”) and related legislation, which
govern the securities and futures markets and regulate the offerings of investments to the public. This legislation is
administered by the Securities and Futures Commission (“SFC”), which is also empowered under the SFO to establish
standards for compliance as well as codes and guidelines. Our subsidiary and its employees conducting any of the
regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and
guidelines issued by the SFC from time to time.
Japan
In Japan, our subsidiary is subject to the Financial Instruments and Exchange Act and the Act on Investment Trusts and
Investment Corporations. These laws are administered and enforced by the Japanese Financial Services Agency, which
establishes standards for compliance, including capital adequacy and financial soundness requirements, customer
protection requirements and conduct of business rules.
These regulatory agencies have broad supervisory and disciplinary powers, including, among others, the power to
temporarily or permanently revoke the authorization to conduct regulated business, suspend registered employees, and
censure and fine both regulated businesses and their registered employees.
Other
Our operations in Taiwan and Ireland are regulated by the Financial Supervisory Commission of Taiwan and the Central
Bank of Ireland, respectively. One of our subsidiaries also holds a business registration for cross-border discretionary
investment management and investment advisory in South Korea as granted by Korea’s Financial Services Commission.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules)
relating to capital requirements applicable to our foreign subsidiaries. These rules, which specify minimum capital
requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of
assets be kept in relatively liquid form.
Available Information
We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and amendments thereto as soon as reasonably practical after such filings are made with the SEC.
These reports may be obtained through our Investor Relations website (ir.janushenderson.com) and are available in print
at no charge upon request by any shareholder. The contents of our website are not incorporated herein for any purpose.
The SEC also maintains an internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.
Charters for the Audit Committee, Compensation Committee, Risk Committee, and Nominating and Corporate
Governance Committee of our Board of Directors, as well as our Corporate Governance Guidelines, Code of Business
Conduct, and Code of Ethics for Senior Financial Officers (our “Senior Officer Code”) are posted on the Investor
Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder.
Within the time period prescribed by SEC and New York Stock Exchange regulations, we will post on our website any
amendment to our Senior Officer Code or our Code of Business Conduct and any waivers thereof for directors or
executive officers. The information on our website is not incorporated by reference into this report.
Corporate Information
We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered
address in Jersey, Channel Islands is 47 Esplanade, St Helier, Jersey JE1 0BD. As of January 1, 2021, our registered
address changed to 13 Castle Street, St Helier, Jersey JE1 1ES. Our principal business address is 201 Bishopsgate,
London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818.
We are a “foreign private issuer” as defined in Rule 3b-4 promulgated by the SEC under the Exchange Act and in
Rule 405 under the Securities Act. As a result, we are eligible to file our annual reports pursuant to Section 13 of the
Exchange Act on Form 20-F (in lieu of Form 10-K) and to file our interim reports on Form 6-K (in lieu of Forms 10-Q
and 8-K). However, we have elected to file our annual, interim and current reports on Forms 10-K, 10-Q and 8-K,
including any instructions therein that relate specifically to foreign private issuers.
Pursuant to Rule 3a12-3 under the Exchange Act regarding foreign private issuers, our proxy solicitations are not subject
to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity
securities by our officers, directors and significant shareholders are exempt from the reporting and liability provisions of
Section 16 of the Exchange Act.
ITEM 1A.
RISK FACTORS
An investment in our common stock involves various risks, including those mentioned below and those that are
discussed from time to time in our periodic filings with the SEC. Investors should carefully consider these risks, along
with the other information contained in this report, before making an investment decision regarding our common stock.
There may be additional risks of which we are currently unaware, or which we currently consider immaterial. Any of
these risks could have a material adverse effect on our financial condition, results of operations and value of our
common stock.
Market and Investment Performance Risks
Our business and operations are subject to adverse effects from the outbreak and spread of contagious diseases such
as COVID-19, and we expect such adverse effects to continue.
The outbreak and spread of COVID-19, a highly transmissible and pathogenic disease, has resulted, and will likely
continue to result, in a widespread national and global public health crisis, which has had, and we expect will continue to
have, an adverse effect on our business, financial condition and results of operations. Infectious illness outbreaks or
other adverse public health developments in countries where we operate, as well as local, state and/or national
government restrictive measures implemented to control such outbreaks, could adversely affect the economies of many
nations or the entire global economy, the financial condition of individual issuers or companies, and capital markets in
ways that cannot be foreseen, and such impacts could be significant and long term. In addition, these events and their
aftermaths may cause investor fear and panic, which could further adversely affect in unforeseeable ways the operations
and performance of the companies, sectors, nations, regions in which we invest and financial markets in general. The
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of Singapore (“MAS”). Our asset management subsidiary and its employees conducting regulated activities specified in
the Securities and Futures Act or the Financial Advisers Act are required to be licensed with the MAS.
Australia
In Australia, our subsidiaries operate under an Australian Financial Services License and their activities are governed
primarily by the Corporations Act 2001 (Cth) and its associated regulations. Their main regulator is the Australian
Securities and Investments Commission (“ASIC”), which is Australia’s integrated corporate, markets, financial services
and consumer credit regulator. ASIC imposes certain conditions on licensed financial services organizations that apply
to our subsidiaries, including requirements relating to capital resources, operational capability and controls. Our
subsidiaries also act as a product issuer for an ETF that is a Quoted Managed Fund on the Chi-X Australia stock
exchange (“Chi-X”) and thus must comply with the Chi-X operating rules and procedures. Another key regulator is the
Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other
obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“AML/CFT Act.”).
As our CHESS Depository Interests (“CDIs”) are quoted and traded on the Australian Securities Exchange (“ASX”), we
are also required to comply with the ASX listing rules and the ASX Corporate Governance Principles and
Recommendations.
Hong Kong
In Hong Kong, our subsidiary is subject to the Securities and Futures Ordinance (“SFO”) and related legislation, which
govern the securities and futures markets and regulate the offerings of investments to the public. This legislation is
administered by the Securities and Futures Commission (“SFC”), which is also empowered under the SFO to establish
standards for compliance as well as codes and guidelines. Our subsidiary and its employees conducting any of the
regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and
guidelines issued by the SFC from time to time.
In Japan, our subsidiary is subject to the Financial Instruments and Exchange Act and the Act on Investment Trusts and
Investment Corporations. These laws are administered and enforced by the Japanese Financial Services Agency, which
establishes standards for compliance, including capital adequacy and financial soundness requirements, customer
protection requirements and conduct of business rules.
These regulatory agencies have broad supervisory and disciplinary powers, including, among others, the power to
temporarily or permanently revoke the authorization to conduct regulated business, suspend registered employees, and
censure and fine both regulated businesses and their registered employees.
Japan
Other
Our operations in Taiwan and Ireland are regulated by the Financial Supervisory Commission of Taiwan and the Central
Bank of Ireland, respectively. One of our subsidiaries also holds a business registration for cross-border discretionary
investment management and investment advisory in South Korea as granted by Korea’s Financial Services Commission.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules)
relating to capital requirements applicable to our foreign subsidiaries. These rules, which specify minimum capital
requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of
assets be kept in relatively liquid form.
Available Information
We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and amendments thereto as soon as reasonably practical after such filings are made with the SEC.
These reports may be obtained through our Investor Relations website (ir.janushenderson.com) and are available in print
at no charge upon request by any shareholder. The contents of our website are not incorporated herein for any purpose.
The SEC also maintains an internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.
Charters for the Audit Committee, Compensation Committee, Risk Committee, and Nominating and Corporate
Governance Committee of our Board of Directors, as well as our Corporate Governance Guidelines, Code of Business
Conduct, and Code of Ethics for Senior Financial Officers (our “Senior Officer Code”) are posted on the Investor
Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder.
Within the time period prescribed by SEC and New York Stock Exchange regulations, we will post on our website any
amendment to our Senior Officer Code or our Code of Business Conduct and any waivers thereof for directors or
executive officers. The information on our website is not incorporated by reference into this report.
Corporate Information
We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered
address in Jersey, Channel Islands is 47 Esplanade, St Helier, Jersey JE1 0BD. As of January 1, 2021, our registered
address changed to 13 Castle Street, St Helier, Jersey JE1 1ES. Our principal business address is 201 Bishopsgate,
London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818.
We are a “foreign private issuer” as defined in Rule 3b-4 promulgated by the SEC under the Exchange Act and in
Rule 405 under the Securities Act. As a result, we are eligible to file our annual reports pursuant to Section 13 of the
Exchange Act on Form 20-F (in lieu of Form 10-K) and to file our interim reports on Form 6-K (in lieu of Forms 10-Q
and 8-K). However, we have elected to file our annual, interim and current reports on Forms 10-K, 10-Q and 8-K,
including any instructions therein that relate specifically to foreign private issuers.
Pursuant to Rule 3a12-3 under the Exchange Act regarding foreign private issuers, our proxy solicitations are not subject
to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity
securities by our officers, directors and significant shareholders are exempt from the reporting and liability provisions of
Section 16 of the Exchange Act.
ITEM 1A.
RISK FACTORS
An investment in our common stock involves various risks, including those mentioned below and those that are
discussed from time to time in our periodic filings with the SEC. Investors should carefully consider these risks, along
with the other information contained in this report, before making an investment decision regarding our common stock.
There may be additional risks of which we are currently unaware, or which we currently consider immaterial. Any of
these risks could have a material adverse effect on our financial condition, results of operations and value of our
common stock.
Market and Investment Performance Risks
Our business and operations are subject to adverse effects from the outbreak and spread of contagious diseases such
as COVID-19, and we expect such adverse effects to continue.
The outbreak and spread of COVID-19, a highly transmissible and pathogenic disease, has resulted, and will likely
continue to result, in a widespread national and global public health crisis, which has had, and we expect will continue to
have, an adverse effect on our business, financial condition and results of operations. Infectious illness outbreaks or
other adverse public health developments in countries where we operate, as well as local, state and/or national
government restrictive measures implemented to control such outbreaks, could adversely affect the economies of many
nations or the entire global economy, the financial condition of individual issuers or companies, and capital markets in
ways that cannot be foreseen, and such impacts could be significant and long term. In addition, these events and their
aftermaths may cause investor fear and panic, which could further adversely affect in unforeseeable ways the operations
and performance of the companies, sectors, nations, regions in which we invest and financial markets in general. The
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COVID-19 pandemic has already adversely affected, and will likely continue to adversely affect, global economies and
markets, and it has resulted in a global economic downturn and disruptions in commerce that will continue to evolve,
including with respect to financial and other economic activities, services, travel and supply chains. Global and national
health concerns, and uncertainty regarding the impact of COVID-19, could lead to further and/or increased volatility in
global capital and credit markets; adversely affect our key executives and other personnel, clients, investors, providers,
suppliers, lessees and other third parties; and negatively impact our AUM, revenues, income, business and operations.
Like many other global investment management organizations, our business and the businesses of our asset management
affiliates have been and will likely continue to be negatively impacted by the ongoing COVID-19 pandemic and ensuing
economic downturn in the global economy. The global spread of COVID-19 and the governmental actions and economic
effects resulting from the pandemic have had, and are expected to continue to have, negative impacts on our business
and operations, including concerns for and restrictions on our personnel (including health concerns, quarantines, shelter-
in-place orders and restrictions on travel), and increased cybersecurity risks. The economic downturn related to COVID-
19 has caused, and may continue to cause, decreases and fluctuations in our AUM; revenues and income; increased
liquidity risks and redemptions in our funds and other products (which could result in difficulties obtaining cash to settle
redemptions); poor investment performance of our products and corporate investments, increased focus on expense
management, capital resources and related planning, and could cause reputational harm, legal claims, and other factors
that may arise or develop.
In order to remain competitive, we must continue to perform our asset management and related business responsibilities
for our clients and investors properly and effectively throughout the course of the pandemic and the following recovery.
Our ability to do this depends upon the health and safety of our personnel and their ability to successfully work remotely,
among other things. While we have implemented our business continuity plans globally to manage our business during
this pandemic, including broad work-from-home capabilities for our personnel, there is no assurance that our efforts and
planning will be sufficient to protect the health and safety of our personnel and/or maintain the success of our business.
Further, we depend on a number of third-party providers to support our operations, and any failure of our third-party
providers to fulfill their obligations could adversely impact our business. Moreover, we now have an increased
dependency on remote equipment and connectivity infrastructure to access critical business systems that may be subject
to failure, disruption or unavailability that could negatively impact our business operations. Additionally, multiple
regions in which we operate have implemented movement restrictions, which impact our personnel and third-party
vendors and service providers, and may affect our ability to satisfy or respond timely to potential technology issues or
needs impacting our business and operations. If our cybersecurity diligence and efforts to offset the increased risks
associated with greater reliance on mobile, collaborative and remote technologies during this health crisis are not
effective or successful, we may be at increased risk for cybersecurity or data privacy incidents.
The pandemic continues to evolve, and it is not possible to predict the extent to which COVID-19, or any inability of the
global economy to recover from it successfully, will adversely impact our business, liquidity, capital resources, and
financial results and operations. Any such impacts will depend on numerous developing factors that are highly uncertain
and rapidly changing. The impacts and risks described herein relating to COVID-19 augment the discussion of
overlapping risks in our risk factors below, which may be heightened by COVID-19.
Our results of operations and financial condition are primarily dependent on the value, composition and relative
investment performance of our AUM, all of which are subject to fluctuation caused by factors outside of our control.
We derive our revenues primarily from investment management and related services we provide to institutional and
retail investors worldwide through our investment products. Our investment management fees typically are calculated as
a percentage of the market value of our AUM. Certain of our investment products are also subject to performance fees,
which vary based on a product’s relative performance as compared to a benchmark index. As a result, our revenues are
dependent on the value, composition and investment performance of our AUM, all of which are subject to fluctuation
caused by factors outside of our control.
Factors that could cause our AUM and revenue to decline include the following:
● Declines in equity markets. Our AUM is concentrated in the U.S. and European equity markets. Equity
securities may decline in value as a result of many factors, including an issuer’s actual or perceived financial
condition and growth prospects, investor perception of an industry or sector, changes in currency exchange
rates, changes in regulations, and geopolitical and economic risks. Declines in the equity markets, or in the
market segments in which our investment products are concentrated, may cause our AUM to decrease.
● Declines in fixed income markets. Fixed income investment products may decline in value as a result of various
factors, principally increases in interest rates, changes in currency exchange rates, changes in relative yield
among instruments with different maturities, geopolitical and general economic risks, available liquidity in the
markets in which a security trades, an issuer’s actual or perceived creditworthiness, or an issuer’s ability to
meet its obligations. Declines in the fixed income markets, or in the market segments in which our investment
products are concentrated, may cause our AUM to decrease.
●
Investment performance. Our investment performance, along with achieving and maintaining superior
distribution and client services, is critical to the success of our business. Strong investment performance has
historically stimulated sales of our investment products. Poor investment performance as compared to third-
party benchmarks or competitive products has, in the past, and could in the future, lead to a decrease in sales of
investment products we manage and stimulate redemptions from existing products, generally lowering the
overall level of our AUM and reducing our management fees, and may have an adverse effect on our revenue
and net income. In addition, certain of our investment products are subject to performance fees that are based
either on investment performance as compared to an established benchmark index or on positive absolute return
over a specified period of time. If our investment products that are subject to performance fees underperform,
our revenue, results of operations and financial condition may be adversely affected. In addition, performance
fees subject our revenue to increased volatility. No assurance can be given that past or present investment
performance in the investment products we manage is indicative of future performance.
Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions
and other withdrawals from the funds and accounts we manage.
Investors may reduce their investments in the funds and accounts we manage, or reduce their investments generally, for
many reasons, including:
•
In response to adverse market conditions;
• To pursue other investment opportunities;
• To reallocate investments to lower-fee strategies;
• To take profits from their investments;
• As a result of poor investment performance of the funds and accounts we manage;
• As a consequence of damage to our reputation; or
• Due to portfolio risk characteristics, which could cause investors to move assets to other investment managers.
In addition, the loss of key personnel or significant investment management professionals could reduce the attractiveness
of our products to current and potential clients and adversely affect our revenues and profitability.
Changes in the value of our seeded investment products could adversely affect our earnings and financial condition.
We have a significant seed portfolio. Periodically, we add new investment strategies to our investment product offering
and provide the initial cash investment, or seeding to facilitate the launch of the new product. We may also provide
substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract
outside investment in the product. A decline in the valuation of these seeded investments could negatively impact our
earnings and financial condition.
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COVID-19 pandemic has already adversely affected, and will likely continue to adversely affect, global economies and
markets, and it has resulted in a global economic downturn and disruptions in commerce that will continue to evolve,
including with respect to financial and other economic activities, services, travel and supply chains. Global and national
health concerns, and uncertainty regarding the impact of COVID-19, could lead to further and/or increased volatility in
global capital and credit markets; adversely affect our key executives and other personnel, clients, investors, providers,
suppliers, lessees and other third parties; and negatively impact our AUM, revenues, income, business and operations.
Like many other global investment management organizations, our business and the businesses of our asset management
affiliates have been and will likely continue to be negatively impacted by the ongoing COVID-19 pandemic and ensuing
economic downturn in the global economy. The global spread of COVID-19 and the governmental actions and economic
effects resulting from the pandemic have had, and are expected to continue to have, negative impacts on our business
and operations, including concerns for and restrictions on our personnel (including health concerns, quarantines, shelter-
in-place orders and restrictions on travel), and increased cybersecurity risks. The economic downturn related to COVID-
19 has caused, and may continue to cause, decreases and fluctuations in our AUM; revenues and income; increased
liquidity risks and redemptions in our funds and other products (which could result in difficulties obtaining cash to settle
redemptions); poor investment performance of our products and corporate investments, increased focus on expense
management, capital resources and related planning, and could cause reputational harm, legal claims, and other factors
that may arise or develop.
In order to remain competitive, we must continue to perform our asset management and related business responsibilities
for our clients and investors properly and effectively throughout the course of the pandemic and the following recovery.
Our ability to do this depends upon the health and safety of our personnel and their ability to successfully work remotely,
among other things. While we have implemented our business continuity plans globally to manage our business during
this pandemic, including broad work-from-home capabilities for our personnel, there is no assurance that our efforts and
planning will be sufficient to protect the health and safety of our personnel and/or maintain the success of our business.
Further, we depend on a number of third-party providers to support our operations, and any failure of our third-party
providers to fulfill their obligations could adversely impact our business. Moreover, we now have an increased
dependency on remote equipment and connectivity infrastructure to access critical business systems that may be subject
to failure, disruption or unavailability that could negatively impact our business operations. Additionally, multiple
regions in which we operate have implemented movement restrictions, which impact our personnel and third-party
vendors and service providers, and may affect our ability to satisfy or respond timely to potential technology issues or
needs impacting our business and operations. If our cybersecurity diligence and efforts to offset the increased risks
associated with greater reliance on mobile, collaborative and remote technologies during this health crisis are not
effective or successful, we may be at increased risk for cybersecurity or data privacy incidents.
The pandemic continues to evolve, and it is not possible to predict the extent to which COVID-19, or any inability of the
global economy to recover from it successfully, will adversely impact our business, liquidity, capital resources, and
financial results and operations. Any such impacts will depend on numerous developing factors that are highly uncertain
and rapidly changing. The impacts and risks described herein relating to COVID-19 augment the discussion of
overlapping risks in our risk factors below, which may be heightened by COVID-19.
Our results of operations and financial condition are primarily dependent on the value, composition and relative
investment performance of our AUM, all of which are subject to fluctuation caused by factors outside of our control.
We derive our revenues primarily from investment management and related services we provide to institutional and
retail investors worldwide through our investment products. Our investment management fees typically are calculated as
a percentage of the market value of our AUM. Certain of our investment products are also subject to performance fees,
which vary based on a product’s relative performance as compared to a benchmark index. As a result, our revenues are
dependent on the value, composition and investment performance of our AUM, all of which are subject to fluctuation
caused by factors outside of our control.
Factors that could cause our AUM and revenue to decline include the following:
● Declines in equity markets. Our AUM is concentrated in the U.S. and European equity markets. Equity
securities may decline in value as a result of many factors, including an issuer’s actual or perceived financial
condition and growth prospects, investor perception of an industry or sector, changes in currency exchange
rates, changes in regulations, and geopolitical and economic risks. Declines in the equity markets, or in the
market segments in which our investment products are concentrated, may cause our AUM to decrease.
● Declines in fixed income markets. Fixed income investment products may decline in value as a result of various
factors, principally increases in interest rates, changes in currency exchange rates, changes in relative yield
among instruments with different maturities, geopolitical and general economic risks, available liquidity in the
markets in which a security trades, an issuer’s actual or perceived creditworthiness, or an issuer’s ability to
meet its obligations. Declines in the fixed income markets, or in the market segments in which our investment
products are concentrated, may cause our AUM to decrease.
●
Investment performance. Our investment performance, along with achieving and maintaining superior
distribution and client services, is critical to the success of our business. Strong investment performance has
historically stimulated sales of our investment products. Poor investment performance as compared to third-
party benchmarks or competitive products has, in the past, and could in the future, lead to a decrease in sales of
investment products we manage and stimulate redemptions from existing products, generally lowering the
overall level of our AUM and reducing our management fees, and may have an adverse effect on our revenue
and net income. In addition, certain of our investment products are subject to performance fees that are based
either on investment performance as compared to an established benchmark index or on positive absolute return
over a specified period of time. If our investment products that are subject to performance fees underperform,
our revenue, results of operations and financial condition may be adversely affected. In addition, performance
fees subject our revenue to increased volatility. No assurance can be given that past or present investment
performance in the investment products we manage is indicative of future performance.
Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions
and other withdrawals from the funds and accounts we manage.
Investors may reduce their investments in the funds and accounts we manage, or reduce their investments generally, for
many reasons, including:
•
In response to adverse market conditions;
• To pursue other investment opportunities;
• To reallocate investments to lower-fee strategies;
• To take profits from their investments;
• As a result of poor investment performance of the funds and accounts we manage;
• As a consequence of damage to our reputation; or
• Due to portfolio risk characteristics, which could cause investors to move assets to other investment managers.
In addition, the loss of key personnel or significant investment management professionals could reduce the attractiveness
of our products to current and potential clients and adversely affect our revenues and profitability.
Changes in the value of our seeded investment products could adversely affect our earnings and financial condition.
We have a significant seed portfolio. Periodically, we add new investment strategies to our investment product offering
and provide the initial cash investment, or seeding to facilitate the launch of the new product. We may also provide
substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract
outside investment in the product. A decline in the valuation of these seeded investments could negatively impact our
earnings and financial condition.
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Volatility and disruption of the capital and credit markets, and adverse changes in the global economy may
significantly affect our results of operations and may put pressure on our financial results.
increase our contributions in the future to cover any increased funding shortfall, levy by the Pension Protection Fund
and/or expenses in the UK Pension Scheme, our results and financial condition could be adversely affected.
The capital and credit markets may, from time to time, experience volatility and disruption worldwide. Declines in
global financial market conditions have, in the past, resulted in significant decreases in our AUM, revenues and income,
and future declines may further negatively impact our financial results. Such declines have had, and may in the future
have, an adverse impact on our results of operations. We may need to modify our business, strategies or operations, and
we may be subject to additional constraints or costs in order to compete in a changing global economy and business
environment.
Disruptions in the markets, market participants and to the operations of third parties whose functions are integral to
our ETN and ETF platforms, collectively referred to as ETPs, may adversely affect the prices at which ETPs trade,
particularly during periods of market volatility.
The trading price of an ETP’s shares or units fluctuates continuously throughout trading hours. While an ETP’s
creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETP’s shares or
units normally will trade at prices close to the ETP’s net asset value (“NAV”), exchange prices may deviate significantly
from the NAV. ETP market prices are subject to numerous potential risks, including significant market volatility;
imbalances in supply and demand; trading halts invoked by a stock exchange; the inability or unwillingness of market
markers, authorized participants, or settlement systems or other market participants to perform functions necessary for an
ETP’s arbitrage mechanism to function effectively. If market events lead to instances where an ETP trades at prices that
deviate significantly from the ETP’s NAV or indicative value, or trading halts are invoked by the relevant stock
exchange or market, investors may lose confidence in ETP products and sell their holdings, which may cause the AUM
of ETFs, the principal amount outstanding of ETNs, revenue and earnings to decline.
Illiquidity in certain securities in which we invest may negatively impact the financial condition of our investment
products and may impede our ability to effect redemptions.
Some of our funds or mandates invest in certain securities or other assets in which the secondary trading market is
illiquid or does not exist. Illiquidity may occur with respect to the securities of a specific issuer, based on industry, sector
or geographic region, or with respect to an asset class or an investment type. An illiquid trading market may increase
market volatility and may make it difficult to sell investments promptly without suffering a loss. This may have an
adverse impact on the investment performance of such funds and mandates, and on our AUM, revenues and results of
operations.
Investors in certain funds we manage have contractual terms that provide for a shorter notice period for redemptions or
withdrawals than the time period during which these funds may be able to sell underlying investments within the fund.
This liquidity mismatch may be exacerbated during periods of market illiquidity and, in circumstances in which there are
high levels of investor redemptions, it may be necessary for us to impose restrictions on redeeming investors or suspend
redemptions. Such actions could increase the risk of legal claims by investors and regulatory investigations and/or fines
and may adversely affect our reputation.
We could be adversely impacted by changes in assumptions used to calculate pension assets and liabilities.
We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group
Pension Scheme (the “UK Pension Scheme”). The UK Pension Scheme operates a number of defined benefit sections,
which closed to new entrants on November 15, 1999, and a money purchase section. As of December 31, 2020, the UK
Pension Scheme had a surplus of $16.4 million on a technical provision basis. Our funding obligations for the UK
Pension Scheme may be adversely affected by many factors, including poorer than expected long-term return on plan
assets, longer life expectancy, changes in actuarial assumptions by reference to which our contributions are assessed,
such as changes to assumptions on interest rates and inflation, changes to the regulatory regime for funding defined
benefit pension schemes in the UK and other factors. We may also be subject to obligations to contribute funds or take
other action imposed by the Pension Protection Fund in connection with the UK Pension Scheme. If we were required to
The global scope of our business subjects us to currency exchange rate risk that may adversely impact revenue and
income.
We generate a substantial portion of our revenue in pounds sterling, euro and Australian dollars. As a result, we are
subject to foreign currency exchange risk relative to the U.S. dollar (“USD”), our financial reporting currency, through
our non-U.S. operations, including through our exposure to non-USD income, expenses, assets and liabilities of our
overseas subsidiaries, as well as net assets and liabilities denominated in a currency other than USD. Fluctuations in the
exchange rates to the USD may affect our financial results from one period to the next. In addition, there is risk
associated with the foreign exchange revaluation of balances held by certain of our subsidiaries for which the local
currency is different from our functional currency.
We could be impacted by counterparty or client defaults.
In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially
and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many
different counterparties, and routinely execute transactions with counterparties across the financial industry. As a result,
we and our managed funds and accounts may be exposed to credit, operational or other risk in the event of a default by a
counterparty or client, or in the event of other unrelated systemic market failures.
Business and Strategic Risks
We operate in a highly competitive environment, and revenue from fees may be reduced.
The investment management business is highly competitive. In recent years, established firms and new entrants to the
asset management industry have expanded their application of technology, including the use of robo advisers, to provide
services to clients. Our traditional fee structures may be subject to downward pressure due to these factors. Moreover, in
recent years there has been a trend toward lower fees in the investment management industry, as evidenced by the
movement toward passively managed mutual funds and the growth of lower cost funds such as exchange traded, smart
beta and quantitative funds. Fees for actively managed investment products may continue to come under increased
pressure if such products fail to outperform returns for comparable passively managed products or as a consequence of
regulatory intervention. Fee reductions on existing or future new business, as well as changes in regulations pertaining to
fees, could adversely affect our results of operations and financial condition. Additionally, we compete with investment
management companies on the basis of investment performance, fees, diversity of products, distribution capability,
scope and quality of services, reputation and the ability to develop new investment products to meet the changing needs
of investors. Failure to adequately compete could adversely affect our AUM, results of operations and financial
condition.
their services.
Our success depends on our key personnel, and our financial performance could be negatively affected by the loss of
The success of our business is highly dependent on our ability to attract, retain and motivate highly skilled and often
highly specialized technical, executive, sales and investment management personnel. The market for qualified
investment and sales professionals is extremely competitive and is characterized by the frequent movement of portfolio
managers, analysts and salespeople among different firms. Any changes to management structure, shifts in corporate
culture, changes to corporate governance authority, or adjustments or reductions to compensation could affect our ability
to retain key personnel and could result in legal claims. In order to retain certain key personnel, we may be required to
increase compensation to such individuals, resulting in additional expense. Laws and regulations could impose
restrictions on the amount of compensation paid by financial institutions as well as the processes for paying and
deferring compensation, which could restrict our ability to compete effectively for qualified professionals. There can be
no assurance that we will be successful in finding, attracting and retaining qualified individuals, and the departure of key
personnel, particularly those personnel responsible for managing client funds that account for a high proportion of our
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19
Volatility and disruption of the capital and credit markets, and adverse changes in the global economy may
significantly affect our results of operations and may put pressure on our financial results.
increase our contributions in the future to cover any increased funding shortfall, levy by the Pension Protection Fund
and/or expenses in the UK Pension Scheme, our results and financial condition could be adversely affected.
The capital and credit markets may, from time to time, experience volatility and disruption worldwide. Declines in
global financial market conditions have, in the past, resulted in significant decreases in our AUM, revenues and income,
and future declines may further negatively impact our financial results. Such declines have had, and may in the future
have, an adverse impact on our results of operations. We may need to modify our business, strategies or operations, and
we may be subject to additional constraints or costs in order to compete in a changing global economy and business
environment.
Disruptions in the markets, market participants and to the operations of third parties whose functions are integral to
our ETN and ETF platforms, collectively referred to as ETPs, may adversely affect the prices at which ETPs trade,
particularly during periods of market volatility.
The trading price of an ETP’s shares or units fluctuates continuously throughout trading hours. While an ETP’s
creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETP’s shares or
units normally will trade at prices close to the ETP’s net asset value (“NAV”), exchange prices may deviate significantly
from the NAV. ETP market prices are subject to numerous potential risks, including significant market volatility;
imbalances in supply and demand; trading halts invoked by a stock exchange; the inability or unwillingness of market
markers, authorized participants, or settlement systems or other market participants to perform functions necessary for an
ETP’s arbitrage mechanism to function effectively. If market events lead to instances where an ETP trades at prices that
deviate significantly from the ETP’s NAV or indicative value, or trading halts are invoked by the relevant stock
exchange or market, investors may lose confidence in ETP products and sell their holdings, which may cause the AUM
of ETFs, the principal amount outstanding of ETNs, revenue and earnings to decline.
Illiquidity in certain securities in which we invest may negatively impact the financial condition of our investment
products and may impede our ability to effect redemptions.
Some of our funds or mandates invest in certain securities or other assets in which the secondary trading market is
illiquid or does not exist. Illiquidity may occur with respect to the securities of a specific issuer, based on industry, sector
or geographic region, or with respect to an asset class or an investment type. An illiquid trading market may increase
market volatility and may make it difficult to sell investments promptly without suffering a loss. This may have an
adverse impact on the investment performance of such funds and mandates, and on our AUM, revenues and results of
operations.
Investors in certain funds we manage have contractual terms that provide for a shorter notice period for redemptions or
withdrawals than the time period during which these funds may be able to sell underlying investments within the fund.
This liquidity mismatch may be exacerbated during periods of market illiquidity and, in circumstances in which there are
high levels of investor redemptions, it may be necessary for us to impose restrictions on redeeming investors or suspend
redemptions. Such actions could increase the risk of legal claims by investors and regulatory investigations and/or fines
and may adversely affect our reputation.
We could be adversely impacted by changes in assumptions used to calculate pension assets and liabilities.
We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group
Pension Scheme (the “UK Pension Scheme”). The UK Pension Scheme operates a number of defined benefit sections,
which closed to new entrants on November 15, 1999, and a money purchase section. As of December 31, 2020, the UK
Pension Scheme had a surplus of $16.4 million on a technical provision basis. Our funding obligations for the UK
Pension Scheme may be adversely affected by many factors, including poorer than expected long-term return on plan
assets, longer life expectancy, changes in actuarial assumptions by reference to which our contributions are assessed,
such as changes to assumptions on interest rates and inflation, changes to the regulatory regime for funding defined
benefit pension schemes in the UK and other factors. We may also be subject to obligations to contribute funds or take
other action imposed by the Pension Protection Fund in connection with the UK Pension Scheme. If we were required to
The global scope of our business subjects us to currency exchange rate risk that may adversely impact revenue and
income.
We generate a substantial portion of our revenue in pounds sterling, euro and Australian dollars. As a result, we are
subject to foreign currency exchange risk relative to the U.S. dollar (“USD”), our financial reporting currency, through
our non-U.S. operations, including through our exposure to non-USD income, expenses, assets and liabilities of our
overseas subsidiaries, as well as net assets and liabilities denominated in a currency other than USD. Fluctuations in the
exchange rates to the USD may affect our financial results from one period to the next. In addition, there is risk
associated with the foreign exchange revaluation of balances held by certain of our subsidiaries for which the local
currency is different from our functional currency.
We could be impacted by counterparty or client defaults.
In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially
and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many
different counterparties, and routinely execute transactions with counterparties across the financial industry. As a result,
we and our managed funds and accounts may be exposed to credit, operational or other risk in the event of a default by a
counterparty or client, or in the event of other unrelated systemic market failures.
Business and Strategic Risks
We operate in a highly competitive environment, and revenue from fees may be reduced.
The investment management business is highly competitive. In recent years, established firms and new entrants to the
asset management industry have expanded their application of technology, including the use of robo advisers, to provide
services to clients. Our traditional fee structures may be subject to downward pressure due to these factors. Moreover, in
recent years there has been a trend toward lower fees in the investment management industry, as evidenced by the
movement toward passively managed mutual funds and the growth of lower cost funds such as exchange traded, smart
beta and quantitative funds. Fees for actively managed investment products may continue to come under increased
pressure if such products fail to outperform returns for comparable passively managed products or as a consequence of
regulatory intervention. Fee reductions on existing or future new business, as well as changes in regulations pertaining to
fees, could adversely affect our results of operations and financial condition. Additionally, we compete with investment
management companies on the basis of investment performance, fees, diversity of products, distribution capability,
scope and quality of services, reputation and the ability to develop new investment products to meet the changing needs
of investors. Failure to adequately compete could adversely affect our AUM, results of operations and financial
condition.
Our success depends on our key personnel, and our financial performance could be negatively affected by the loss of
their services.
The success of our business is highly dependent on our ability to attract, retain and motivate highly skilled and often
highly specialized technical, executive, sales and investment management personnel. The market for qualified
investment and sales professionals is extremely competitive and is characterized by the frequent movement of portfolio
managers, analysts and salespeople among different firms. Any changes to management structure, shifts in corporate
culture, changes to corporate governance authority, or adjustments or reductions to compensation could affect our ability
to retain key personnel and could result in legal claims. In order to retain certain key personnel, we may be required to
increase compensation to such individuals, resulting in additional expense. Laws and regulations could impose
restrictions on the amount of compensation paid by financial institutions as well as the processes for paying and
deferring compensation, which could restrict our ability to compete effectively for qualified professionals. There can be
no assurance that we will be successful in finding, attracting and retaining qualified individuals, and the departure of key
personnel, particularly those personnel responsible for managing client funds that account for a high proportion of our
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19
revenue, could cause us to lose clients, which could have a material adverse effect on our AUM, results of operations
and financial condition.
We are dependent upon third-party distribution channels to access clients and potential clients.
Our ability to market and distribute our investment products is significantly dependent on access to the client base of
insurance companies, defined contribution plan administrators, securities firms, broker-dealers, financial advisors, multi-
managers, banks and other distribution channels. These companies generally offer their clients various investment
products in addition to, and competitive with, products offered by us. In addition, our existing relationships with third-
party distributors and access to new distributors could be adversely affected by recent consolidation within the financial
services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties
distributing our investment products or increased competition to access third-party distribution channels. Moreover,
fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings,
and additional regulations could lead to further changes, potentially resulting in reduced distribution of certain of our
products. Our inability to access clients through third-party distribution channels could adversely affect our business
prospects, AUM, results of operations and financial condition.
The global scope of our business subjects us to market-specific political, economic and other risks that may adversely
impact our revenue and income generated overseas.
Our global portfolios and revenue derived from managing these portfolios are subject to significant risks of loss as a
result of political, economic and diplomatic developments, currency fluctuations, social instability, changes in
governmental policies, regulation and enforcement, expropriation, nationalization, asset confiscation and changes in
legislation related to ownership of non-U.S. securities.
Individual financial, equity, debt and commodity markets may be adversely affected by financial, economic, political,
electoral, diplomatic or other instabilities that are particular to the country or region in which a market is located. Global
economic conditions also affect the mix, market values and levels of our AUM and are difficult to predict. Political,
economic and environmental events in any country or region could result in significant declines in equity and/or fixed
income securities with exposure to such a country or region and, to the extent that we have a concentration of AUM in
such a country or region, could result in a material adverse effect on our AUM, results of operations and financial
condition.
In addition, international trading markets, particularly in some emerging market countries, are often smaller, less liquid,
less regulated and significantly more volatile than those in the U.S. Local regulatory environments and may vary widely
in terms of scope, adequacy and sophistication. Moreover, regulators in non-U.S. jurisdictions could change their
policies or laws in a manner that might restrict or otherwise impede our ability to distribute or authorize products or
maintain our authorizations in their respective markets. Similarly, local distributors, and their policies and practices as
well as financial viability, may also vary widely, or be inconsistent or less developed or mature than other more
internationally focused distributors. As our business grows in non-U.S. markets, any ongoing and future business,
political, economic or social unrest affecting these markets may have a negative impact on the long-term investment
climate in these and other areas, and, as a result, our AUM and the revenue and income we generate from these markets
may be negatively affected.
Our reputation is critical to the success of our business. Harm to our reputation could reduce our AUM and affect
sales, which could adversely affect our revenue and net income.
We believe that our brand name is well-received both in the asset management industry and with our clients, reflecting
the fact that our brand, like our business, is based in part on trust and confidence. If our reputation is harmed, existing
clients may reduce their investments, or withdraw from funds we manage, or funds may terminate or reduce AUM under
their management agreements with us, which could reduce our AUM and negatively impact our revenue and
profitability.
As part of our business, we are required to continuously manage actual and potential conflicts of interest, including
situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another
client or those of JHG or our employees. The willingness of clients to enter into transactions in which such a conflict
might arise may be affected if we fail, or appear to fail, to deal appropriately with conflicts of interest. In addition,
failure to appropriately manage potential, perceived or actual conflicts could damage our reputation and give rise to
litigation or regulatory enforcement actions.
Our reputation could also be damaged by factors such as:
• Litigation;
• Regulatory action;
• Loss of key personnel;
• Operational failures;
• Underperformance of our investment products;
• Fraud, misconduct or mismanagement, theft, loss or misuse of client data by our personnel or third parties;
• Failure to manage conflicts of interest or satisfy fiduciary responsibilities; and
• Negative publicity or press speculation (whether or not any such allegations or claims are valid or ultimately
disproved, dismissed or withdrawn).
Reputational harm may cause us to lose current clients and we may be unable to continue to attract new clients or
develop new business. If we fail to effectively address the underlying causes of any harm to our reputation, our financial
results and future business prospects would likely be adversely affected.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would
adversely affect our results of operations.
At December 31, 2020, our goodwill and intangible assets totaled $4,070.2 million. The value of these assets may not be
realized for a variety of reasons, including significant redemptions, loss of clients, damage to brand name and
unfavorable economic conditions. We have recorded goodwill and intangible asset impairments in the past and could
incur similar charges in the future. Under U.S. GAAP, goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually or more often if an event or circumstance indicates that an impairment
loss may have been incurred. Other intangible assets with finite lives are amortized on a straight-line basis over their
estimated useful lives and reviewed for impairment whenever there is an indication of impairment. Should such reviews
indicate impairment, a reduction of the carrying value of the intangible asset could occur, resulting in a charge that may,
in turn, adversely affect our results of operations and financial condition.
Our business depends on investment management agreements that are subject to termination, non-renewal or
reductions in fees.
We derive revenue from investment management agreements with investment funds, institutional investors and other
investors. With respect to investment management agreements with U.S. mutual funds, these agreements may be
terminated by either party with notice, or in the event of an “assignment” (as defined in the Investment Company Act),
must be approved and renewed annually by the independent members of each fund’s board of directors or trustees or its
shareholders, as required by law. In addition, the board of directors or trustees of certain investment funds and
institutional and other investors generally may terminate their investment management agreements upon written notice
for any reason and without penalty. U.S. mutual funds, investment funds or other investors may choose to exercise such
termination rights at any time. In addition, the annual review of investment management agreements with U.S. mutual
funds, as required by law, could result in a reduction in our advisory fee revenues. The termination of or failure to renew
one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial
condition.
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revenue, could cause us to lose clients, which could have a material adverse effect on our AUM, results of operations
and financial condition.
We are dependent upon third-party distribution channels to access clients and potential clients.
Our ability to market and distribute our investment products is significantly dependent on access to the client base of
insurance companies, defined contribution plan administrators, securities firms, broker-dealers, financial advisors, multi-
managers, banks and other distribution channels. These companies generally offer their clients various investment
products in addition to, and competitive with, products offered by us. In addition, our existing relationships with third-
party distributors and access to new distributors could be adversely affected by recent consolidation within the financial
services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties
distributing our investment products or increased competition to access third-party distribution channels. Moreover,
fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings,
and additional regulations could lead to further changes, potentially resulting in reduced distribution of certain of our
products. Our inability to access clients through third-party distribution channels could adversely affect our business
prospects, AUM, results of operations and financial condition.
The global scope of our business subjects us to market-specific political, economic and other risks that may adversely
impact our revenue and income generated overseas.
Our global portfolios and revenue derived from managing these portfolios are subject to significant risks of loss as a
result of political, economic and diplomatic developments, currency fluctuations, social instability, changes in
governmental policies, regulation and enforcement, expropriation, nationalization, asset confiscation and changes in
legislation related to ownership of non-U.S. securities.
Individual financial, equity, debt and commodity markets may be adversely affected by financial, economic, political,
electoral, diplomatic or other instabilities that are particular to the country or region in which a market is located. Global
economic conditions also affect the mix, market values and levels of our AUM and are difficult to predict. Political,
economic and environmental events in any country or region could result in significant declines in equity and/or fixed
income securities with exposure to such a country or region and, to the extent that we have a concentration of AUM in
such a country or region, could result in a material adverse effect on our AUM, results of operations and financial
condition.
In addition, international trading markets, particularly in some emerging market countries, are often smaller, less liquid,
less regulated and significantly more volatile than those in the U.S. Local regulatory environments and may vary widely
in terms of scope, adequacy and sophistication. Moreover, regulators in non-U.S. jurisdictions could change their
policies or laws in a manner that might restrict or otherwise impede our ability to distribute or authorize products or
maintain our authorizations in their respective markets. Similarly, local distributors, and their policies and practices as
well as financial viability, may also vary widely, or be inconsistent or less developed or mature than other more
internationally focused distributors. As our business grows in non-U.S. markets, any ongoing and future business,
political, economic or social unrest affecting these markets may have a negative impact on the long-term investment
climate in these and other areas, and, as a result, our AUM and the revenue and income we generate from these markets
may be negatively affected.
Our reputation is critical to the success of our business. Harm to our reputation could reduce our AUM and affect
sales, which could adversely affect our revenue and net income.
We believe that our brand name is well-received both in the asset management industry and with our clients, reflecting
the fact that our brand, like our business, is based in part on trust and confidence. If our reputation is harmed, existing
clients may reduce their investments, or withdraw from funds we manage, or funds may terminate or reduce AUM under
their management agreements with us, which could reduce our AUM and negatively impact our revenue and
profitability.
As part of our business, we are required to continuously manage actual and potential conflicts of interest, including
situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another
client or those of JHG or our employees. The willingness of clients to enter into transactions in which such a conflict
might arise may be affected if we fail, or appear to fail, to deal appropriately with conflicts of interest. In addition,
failure to appropriately manage potential, perceived or actual conflicts could damage our reputation and give rise to
litigation or regulatory enforcement actions.
Our reputation could also be damaged by factors such as:
• Litigation;
• Regulatory action;
• Loss of key personnel;
• Operational failures;
• Underperformance of our investment products;
• Fraud, misconduct or mismanagement, theft, loss or misuse of client data by our personnel or third parties;
• Failure to manage conflicts of interest or satisfy fiduciary responsibilities; and
• Negative publicity or press speculation (whether or not any such allegations or claims are valid or ultimately
disproved, dismissed or withdrawn).
Reputational harm may cause us to lose current clients and we may be unable to continue to attract new clients or
develop new business. If we fail to effectively address the underlying causes of any harm to our reputation, our financial
results and future business prospects would likely be adversely affected.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would
adversely affect our results of operations.
At December 31, 2020, our goodwill and intangible assets totaled $4,070.2 million. The value of these assets may not be
realized for a variety of reasons, including significant redemptions, loss of clients, damage to brand name and
unfavorable economic conditions. We have recorded goodwill and intangible asset impairments in the past and could
incur similar charges in the future. Under U.S. GAAP, goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually or more often if an event or circumstance indicates that an impairment
loss may have been incurred. Other intangible assets with finite lives are amortized on a straight-line basis over their
estimated useful lives and reviewed for impairment whenever there is an indication of impairment. Should such reviews
indicate impairment, a reduction of the carrying value of the intangible asset could occur, resulting in a charge that may,
in turn, adversely affect our results of operations and financial condition.
Our business depends on investment management agreements that are subject to termination, non-renewal or
reductions in fees.
We derive revenue from investment management agreements with investment funds, institutional investors and other
investors. With respect to investment management agreements with U.S. mutual funds, these agreements may be
terminated by either party with notice, or in the event of an “assignment” (as defined in the Investment Company Act),
must be approved and renewed annually by the independent members of each fund’s board of directors or trustees or its
shareholders, as required by law. In addition, the board of directors or trustees of certain investment funds and
institutional and other investors generally may terminate their investment management agreements upon written notice
for any reason and without penalty. U.S. mutual funds, investment funds or other investors may choose to exercise such
termination rights at any time. In addition, the annual review of investment management agreements with U.S. mutual
funds, as required by law, could result in a reduction in our advisory fee revenues. The termination of or failure to renew
one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial
condition.
20
21
Our expenses are subject to fluctuations that could materially affect our operating results.
Our results of operations are dependent on our level of expenses, which can vary significantly for many reasons,
including:
• Changes in the level and scope of our operating expenses in response to market conditions or regulations;
• Variations in the level of total compensation expense due to changes in bonuses and stock-based awards,
changes in employee benefit costs due to regulatory or plan design changes, changes in our employee count and
mix, competitive factors, market performance and other factors;
• Expenses incurred to support distribution of our investment strategies and services, develop new strategies and
services, and enhance our technology, compliance and other infrastructure;
Impairments of intangible assets or goodwill; and
•
• The impact of inflation.
Increases in the level of our expenses, or our inability to reduce the level of expenses when necessary, could materially
affect our operating results.
Our business and results of operations could be negatively affected as a result of the actions of activist shareholders.
We may be subject to actions or proposals from activist shareholders that may not align with our business strategies or
the interests of our other shareholders. While we strive to maintain constructive, ongoing communications with all of
our shareholders, and welcome their views and opinions with the goal of enhancing value for all shareholders, activist
shareholders may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise
attempt to effect changes and assert influence on our Board of Directors and management. Responding to proposals by
activist shareholders may, and responding to a proxy contest instituted by shareholders would, require us to incur
significant legal and advisory fees, proxy solicitation expenses (in the case of a proxy contest) and administrative and
associated costs and require significant time and attention by our Board of Directors and management, diverting their
attention from the pursuit of our business strategy. Any perceived uncertainties as to our future direction and control, our
ability to execute on our strategy or changes to the composition of our Board of Directors or senior management team
arising from proposals by activist shareholders or a proxy contest could lead to the perception of a change in the
direction of our business or instability which may be exploited by our competitors, result in the loss of potential business
opportunities and make it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and
business partners, any of which could have a material adverse effect on our business and operating results.
Operational and Technology Risks
We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and
confidential information against cyberattacks or other security breaches.
We depend on the continued effectiveness of our information and cybersecurity policies, procedures and capabilities to
protect our computer and telecommunications systems and the data that resides in or is transmitted through such
systems.
As part of our normal operations, we maintain and transmit confidential information about our clients and employees as
well as proprietary information relating to our business operations. We maintain a system of internal controls designed to
secure and protect such information. Nevertheless, all technology systems remain susceptible to unauthorized access and
may be corrupted by cyberattacks, computer viruses or other malicious software code. In addition, authorized persons
could inadvertently or intentionally misappropriate or release confidential or proprietary information. Any breach or
other failure of our technology systems, including those of third parties with which we do business, or any failure to
timely and effectively identify and respond to a breach or failure, could result in the loss of valuable information,
liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security
costs to mitigate against future incidents and litigation costs resulting from the incident. Our use of mobile and cloud
technologies could heighten these and other operational risks, and any failure by mobile technology and cloud service
providers to adequately safeguard their systems to prevent cyberattacks could disrupt our operations and result in
misappropriation, corruption or loss of confidential or proprietary information. Moreover, any loss of confidential
customer identification information could harm our reputation, result in the termination of certain contracts by our
existing customers, and subject us to liability under laws that protect confidential personal data, resulting in increased
costs or loss of revenue.
Security breaches, including cyberattacks and phishing attacks, have become increasingly prevalent and sophisticated.
There can be no assurance that our investments in precautions and safeguards will protect our business from all
attempted cyberattacks or other incidents. Recent well-publicized security breaches at other companies have exposed
failures to keep pace with the threats posed by cyberattackers and have led to increased government and regulatory
scrutiny, which could lead to increased costs or fines or public censure.
Due to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and
other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other
information security event, including those arising from the use of mobile technology or a third-party cloud
environment. Certain software applications that we use in our business are licensed by, and supported, upgraded and
maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support,
upgrades and maintenance could cause temporary system delays or interruption that could adversely impact our
business. Also, such third-party applications may include confidential and proprietary data provided by vendors and by
us. We may be subject to indemnification costs and liability to third parties if we breach any confidentiality obligations
regarding vendor data for losses related to the data, or if data we provide is deemed to infringe upon the rights of others.
Finally, cybersecurity and data privacy have become high priorities for regulators, and many jurisdictions are enacting
laws and regulations in these areas. Our failure to comply with these and other applicable requirements could result in
regulatory investigations and penalties as well as negative publicity, which could materially adversely affect our
business, results of operations and financial condition.
Intech’s investment process is highly dependent on key employees and proprietary software.
Intech uses a proprietary investment process (which relates to approximately 10% of our AUM as of December 31,
2020), which is based on complex and proprietary mathematical models that seek to outperform various indices by
capitalizing on the volatility in stock price movements while controlling trading costs and overall risk relative to the
index. The maintenance of such models for current products and the development of new products are highly dependent
on certain key Intech employees. If Intech is unable to retain key personnel or properly transition key personnel
responsibilities to others, if the mathematical investment strategies developed by Intech fail to produce the intended
results, or if errors occur in the development or implementation of Intech’s mathematical models, Intech may not deliver
competitive performance, which could adversely affect our AUM, results of operations and financial condition, and
could also result in legal claims against us or regulatory investigations with respect to our operations.
Failure to maintain adequate controls and risk management policies, the circumvention of controls and policies, or
fraud, as well as failure to maintain adequate infrastructure or failures in operational or risk management processes
and systems could have an adverse effect on our AUM, results of operations and financial condition.
Although we have a comprehensive risk management process, there can be no assurances that our controls, procedures,
policies and systems will successfully identify and manage internal and external risks to our business. For example, our
employees, contractors or other third parties may deliberately seek to circumvent established controls to commit fraud or
act in ways that are inconsistent with our controls, policies and procedures. Any operational errors or negligence by our
employees, or others acting on our behalf, or weaknesses in the internal controls over those processes could result in
losses for us, and we may be required to compensate clients for losses suffered and/or regulatory fines. Persistent or
repeated incidents involving conflicts of interest, circumvention of policies and controls, fraud or insider trading could
have a materially adverse impact on our reputation and could lead to costly regulatory inquiries.
Our business is also highly dependent on the integrity, security and reliability of our information technology systems and
infrastructure. If any of our critical systems or infrastructure do not operate properly or are disabled, our ability to
perform effective investment management on behalf of our clients could be impaired. In addition, if we fail to maintain
22
23
Our expenses are subject to fluctuations that could materially affect our operating results.
Our results of operations are dependent on our level of expenses, which can vary significantly for many reasons,
including:
• Changes in the level and scope of our operating expenses in response to market conditions or regulations;
• Variations in the level of total compensation expense due to changes in bonuses and stock-based awards,
changes in employee benefit costs due to regulatory or plan design changes, changes in our employee count and
mix, competitive factors, market performance and other factors;
• Expenses incurred to support distribution of our investment strategies and services, develop new strategies and
services, and enhance our technology, compliance and other infrastructure;
•
Impairments of intangible assets or goodwill; and
• The impact of inflation.
Increases in the level of our expenses, or our inability to reduce the level of expenses when necessary, could materially
affect our operating results.
Our business and results of operations could be negatively affected as a result of the actions of activist shareholders.
We may be subject to actions or proposals from activist shareholders that may not align with our business strategies or
the interests of our other shareholders. While we strive to maintain constructive, ongoing communications with all of
our shareholders, and welcome their views and opinions with the goal of enhancing value for all shareholders, activist
shareholders may, from time to time, engage in proxy solicitations or advance shareholder proposals, or otherwise
attempt to effect changes and assert influence on our Board of Directors and management. Responding to proposals by
activist shareholders may, and responding to a proxy contest instituted by shareholders would, require us to incur
significant legal and advisory fees, proxy solicitation expenses (in the case of a proxy contest) and administrative and
associated costs and require significant time and attention by our Board of Directors and management, diverting their
attention from the pursuit of our business strategy. Any perceived uncertainties as to our future direction and control, our
ability to execute on our strategy or changes to the composition of our Board of Directors or senior management team
arising from proposals by activist shareholders or a proxy contest could lead to the perception of a change in the
direction of our business or instability which may be exploited by our competitors, result in the loss of potential business
opportunities and make it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and
business partners, any of which could have a material adverse effect on our business and operating results.
Operational and Technology Risks
We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and
confidential information against cyberattacks or other security breaches.
We depend on the continued effectiveness of our information and cybersecurity policies, procedures and capabilities to
protect our computer and telecommunications systems and the data that resides in or is transmitted through such
systems.
As part of our normal operations, we maintain and transmit confidential information about our clients and employees as
well as proprietary information relating to our business operations. We maintain a system of internal controls designed to
secure and protect such information. Nevertheless, all technology systems remain susceptible to unauthorized access and
may be corrupted by cyberattacks, computer viruses or other malicious software code. In addition, authorized persons
could inadvertently or intentionally misappropriate or release confidential or proprietary information. Any breach or
other failure of our technology systems, including those of third parties with which we do business, or any failure to
timely and effectively identify and respond to a breach or failure, could result in the loss of valuable information,
liability for stolen assets or information, remediation costs to repair damage caused by the incident, additional security
costs to mitigate against future incidents and litigation costs resulting from the incident. Our use of mobile and cloud
technologies could heighten these and other operational risks, and any failure by mobile technology and cloud service
providers to adequately safeguard their systems to prevent cyberattacks could disrupt our operations and result in
misappropriation, corruption or loss of confidential or proprietary information. Moreover, any loss of confidential
customer identification information could harm our reputation, result in the termination of certain contracts by our
existing customers, and subject us to liability under laws that protect confidential personal data, resulting in increased
costs or loss of revenue.
Security breaches, including cyberattacks and phishing attacks, have become increasingly prevalent and sophisticated.
There can be no assurance that our investments in precautions and safeguards will protect our business from all
attempted cyberattacks or other incidents. Recent well-publicized security breaches at other companies have exposed
failures to keep pace with the threats posed by cyberattackers and have led to increased government and regulatory
scrutiny, which could lead to increased costs or fines or public censure.
Due to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and
other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other
information security event, including those arising from the use of mobile technology or a third-party cloud
environment. Certain software applications that we use in our business are licensed by, and supported, upgraded and
maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support,
upgrades and maintenance could cause temporary system delays or interruption that could adversely impact our
business. Also, such third-party applications may include confidential and proprietary data provided by vendors and by
us. We may be subject to indemnification costs and liability to third parties if we breach any confidentiality obligations
regarding vendor data for losses related to the data, or if data we provide is deemed to infringe upon the rights of others.
Finally, cybersecurity and data privacy have become high priorities for regulators, and many jurisdictions are enacting
laws and regulations in these areas. Our failure to comply with these and other applicable requirements could result in
regulatory investigations and penalties as well as negative publicity, which could materially adversely affect our
business, results of operations and financial condition.
Intech’s investment process is highly dependent on key employees and proprietary software.
Intech uses a proprietary investment process (which relates to approximately 10% of our AUM as of December 31,
2020), which is based on complex and proprietary mathematical models that seek to outperform various indices by
capitalizing on the volatility in stock price movements while controlling trading costs and overall risk relative to the
index. The maintenance of such models for current products and the development of new products are highly dependent
on certain key Intech employees. If Intech is unable to retain key personnel or properly transition key personnel
responsibilities to others, if the mathematical investment strategies developed by Intech fail to produce the intended
results, or if errors occur in the development or implementation of Intech’s mathematical models, Intech may not deliver
competitive performance, which could adversely affect our AUM, results of operations and financial condition, and
could also result in legal claims against us or regulatory investigations with respect to our operations.
Failure to maintain adequate controls and risk management policies, the circumvention of controls and policies, or
fraud, as well as failure to maintain adequate infrastructure or failures in operational or risk management processes
and systems could have an adverse effect on our AUM, results of operations and financial condition.
Although we have a comprehensive risk management process, there can be no assurances that our controls, procedures,
policies and systems will successfully identify and manage internal and external risks to our business. For example, our
employees, contractors or other third parties may deliberately seek to circumvent established controls to commit fraud or
act in ways that are inconsistent with our controls, policies and procedures. Any operational errors or negligence by our
employees, or others acting on our behalf, or weaknesses in the internal controls over those processes could result in
losses for us, and we may be required to compensate clients for losses suffered and/or regulatory fines. Persistent or
repeated incidents involving conflicts of interest, circumvention of policies and controls, fraud or insider trading could
have a materially adverse impact on our reputation and could lead to costly regulatory inquiries.
Our business is also highly dependent on the integrity, security and reliability of our information technology systems and
infrastructure. If any of our critical systems or infrastructure do not operate properly or are disabled, our ability to
perform effective investment management on behalf of our clients could be impaired. In addition, if we fail to maintain
22
23
an infrastructure commensurate with the size and scope of our business, our productivity and growth could be negatively
affected, which could have an adverse impact on our AUM, results of operations and financial condition.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and
may increase our borrowing costs.
Insurance may not be available on a cost-effective basis to protect us from potential liabilities.
We face the inherent risk of liability and costs related to or arising from claims from clients, employees and other third
parties; actions taken by regulatory agencies; losses arising from fraud or other criminal activity; and costs and losses
associated with cyber incidents. To help protect against these and other potential liabilities, we have purchased insurance
in amounts, and against risks, that we consider appropriate, where such insurance is available at prices we deem
reasonable. There can be no assurance, however, that a claim or claims will be covered by insurance or, if covered, will
not exceed coverage limits; that an insurer will meet its obligations regarding coverage; or that insurance coverage will
continue to be available on a cost-effective basis. Insurance costs are impacted by market conditions and the risk profile
of the insured, and may increase significantly over relatively short periods. In addition, certain insurance coverage may
not be available or may only be available at prohibitive cost. Renewals of insurance policies may expose us to additional
costs through higher premiums or the assumption of higher deductibles or co-insurance liability.
Our business may be vulnerable to failures of support systems and client service functions provided by third-party
vendors.
Our client service capabilities as well as our ability to obtain prompt and accurate securities pricing information and to
process client transactions and reports are significantly dependent on communication and information systems and
services provided by third-party vendors. The ability to consistently and reliably obtain securities pricing information,
process client transactions and provide reports and other client services to the shareholders of funds and other investment
products we manage are essential to our operations. Any delays, errors or inaccuracies in pricing information, processing
client transactions or providing reports, and any other inadequacies in other client service functions could impact client
relationships, result in financial losses and potentially give rise to regulatory actions and claims against us.
We depend on third-party service providers and other key vendors for various fund administration, accounting, custody,
risk analytics, market data, market indices and transfer agent roles, and other distribution and operational needs. If our
third-party service providers or other key vendors fail to fulfill their obligations, experience service interruptions, cease
providing their services on short notice or otherwise provide inadequate service, it could lead to operational and
regulatory problems, including with respect to certain of our products, which could result in losses, enforcement actions,
or reputational harm, and which could negatively impact our AUM, results of operations and financial condition.
Our inability to recover successfully, should we experience a disaster or other business continuity problem, could
cause material financial loss, regulatory actions, legal liability and/or reputational harm.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in
a few geographic areas, including the UK, the U.S., Luxembourg and Australia. Should we, or any of our critical service
providers, experience a significant local or regional disaster or other event that disrupts business continuity, such as an
earthquake, hurricane, tsunami, terrorist attack, epidemic or other natural or man-made disaster, our continued success
will depend in part on the safety and availability of our personnel, our office facilities and the proper functioning of our
technology, computer, telecommunications and other systems and operations that are critical to our business. We have
developed various backup systems and contingency plans, but no assurance can be given that they will be adequate in all
circumstances that could arise or that material interruptions and disruptions will not occur. In addition, we will rely to
varying degrees on outside vendors for disaster recovery support, and no assurance can be given that these vendors will
be able to perform in an adequate and timely manner. If we, or any of our critical service providers, are unable to
respond adequately to such an event in a timely manner, we may be unable to continue our business operations, which
could damage our reputation and lead to a loss of customers and have an adverse effect on our AUM, revenue and net
income.
Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depend significantly on
our credit ratings and credit outlook. Changes in our credit ratings or credit outlook, which are determined by rating
agencies such as Standard & Poor’s and Moody’s Investors Service, as well as global market volatility, could cause us to
incur higher borrowing costs or to have greater difficulty in accessing the capital markets. In addition, volatility in global
financial and capital markets may also affect our ability to access the capital markets in a timely manner.
Legal and Regulatory Risks
Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our
business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future
financial results.
From time to time, we receive and respond to regulatory and governmental requests for documents or other information,
subpoenas, examinations and investigations in connection with our business activities. In addition, from time to time, we
are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive
process. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude
can remain unknown for significant periods of time. Among other things, such matters may result in fines, censure, legal
damages, suspension of personnel, revocation of licenses and reputational damage, which may reduce our sales and
increase redemptions. Eventual exposures from and expenses incurred relating to any examinations, investigations,
litigation, and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability
and financial results. Allegations, findings or judgments of wrongdoing by regulatory or governmental authorities or in
litigation against us, or settlements with respect thereto, could affect our reputation, increase our costs of doing business
and/or negatively impact our revenues, any of which could have a material negative impact on our financial results.
We operate in an industry that is highly regulated in most countries, and any enforcement action or changes in the
laws or regulations governing our business could adversely affect our AUM, results of operations or financial
condition.
Like all investment management firms, our activities are highly regulated in almost all countries in which we conduct
business, including the U.S., the UK, Europe, Australia, Singapore and other international markets. A substantial portion
of the products and services we provide are regulated and are accordingly supervised by financial services regulators in
the U.S., the UK, Australia, Singapore and Luxembourg. In addition, subsidiaries operating in the EU are subject to EU
law as implemented and applied in the EU member states in which they operate. Our operations elsewhere in the world
are regulated by similar regulatory organizations.
Laws and regulations applied at the international, national, state or provincial and local levels generally grant
governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities,
including the power to limit or restrict our business activities, to conduct examinations, risk assessments, investigations
and capital adequacy reviews, and to impose remedial programs to address perceived deficiencies. As a result of
regulatory oversight, we could face requirements that negatively impact the way in which we conduct business, increase
compliance costs, impose additional capital requirements and/or involve enforcement actions that could lead to
sanctions, including the potential revocation of licenses to operate certain businesses, the suspension or expulsion from a
particular jurisdiction or market of any of our business organizations or key personnel, or the imposition of fines and
censures on us or our employees. Judgments or findings of wrongdoing by regulatory or governmental authorities, or in
private litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact
our AUM and revenues, any of which could have an adverse impact on our results of operations or financial condition.
The regulatory environment in which we operate changes frequently and has seen a significant increase in regulation in
recent years. Certain enacted provisions and proposals for new regulation are potentially far-reaching and, depending
upon their implementation, could increase the cost of offering mutual funds and other investment products and services
and have material adverse effects on our business, results of operations or financial condition.
24
25
an infrastructure commensurate with the size and scope of our business, our productivity and growth could be negatively
affected, which could have an adverse impact on our AUM, results of operations and financial condition.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and
may increase our borrowing costs.
Insurance may not be available on a cost-effective basis to protect us from potential liabilities.
We face the inherent risk of liability and costs related to or arising from claims from clients, employees and other third
parties; actions taken by regulatory agencies; losses arising from fraud or other criminal activity; and costs and losses
associated with cyber incidents. To help protect against these and other potential liabilities, we have purchased insurance
in amounts, and against risks, that we consider appropriate, where such insurance is available at prices we deem
reasonable. There can be no assurance, however, that a claim or claims will be covered by insurance or, if covered, will
not exceed coverage limits; that an insurer will meet its obligations regarding coverage; or that insurance coverage will
continue to be available on a cost-effective basis. Insurance costs are impacted by market conditions and the risk profile
of the insured, and may increase significantly over relatively short periods. In addition, certain insurance coverage may
not be available or may only be available at prohibitive cost. Renewals of insurance policies may expose us to additional
costs through higher premiums or the assumption of higher deductibles or co-insurance liability.
Our business may be vulnerable to failures of support systems and client service functions provided by third-party
vendors.
Our client service capabilities as well as our ability to obtain prompt and accurate securities pricing information and to
process client transactions and reports are significantly dependent on communication and information systems and
services provided by third-party vendors. The ability to consistently and reliably obtain securities pricing information,
process client transactions and provide reports and other client services to the shareholders of funds and other investment
products we manage are essential to our operations. Any delays, errors or inaccuracies in pricing information, processing
client transactions or providing reports, and any other inadequacies in other client service functions could impact client
relationships, result in financial losses and potentially give rise to regulatory actions and claims against us.
We depend on third-party service providers and other key vendors for various fund administration, accounting, custody,
risk analytics, market data, market indices and transfer agent roles, and other distribution and operational needs. If our
third-party service providers or other key vendors fail to fulfill their obligations, experience service interruptions, cease
providing their services on short notice or otherwise provide inadequate service, it could lead to operational and
regulatory problems, including with respect to certain of our products, which could result in losses, enforcement actions,
or reputational harm, and which could negatively impact our AUM, results of operations and financial condition.
Our inability to recover successfully, should we experience a disaster or other business continuity problem, could
cause material financial loss, regulatory actions, legal liability and/or reputational harm.
Significant portions of our business operations and those of our critical third-party service providers are concentrated in
a few geographic areas, including the UK, the U.S., Luxembourg and Australia. Should we, or any of our critical service
providers, experience a significant local or regional disaster or other event that disrupts business continuity, such as an
earthquake, hurricane, tsunami, terrorist attack, epidemic or other natural or man-made disaster, our continued success
will depend in part on the safety and availability of our personnel, our office facilities and the proper functioning of our
technology, computer, telecommunications and other systems and operations that are critical to our business. We have
developed various backup systems and contingency plans, but no assurance can be given that they will be adequate in all
circumstances that could arise or that material interruptions and disruptions will not occur. In addition, we will rely to
varying degrees on outside vendors for disaster recovery support, and no assurance can be given that these vendors will
be able to perform in an adequate and timely manner. If we, or any of our critical service providers, are unable to
respond adequately to such an event in a timely manner, we may be unable to continue our business operations, which
could damage our reputation and lead to a loss of customers and have an adverse effect on our AUM, revenue and net
income.
Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depend significantly on
our credit ratings and credit outlook. Changes in our credit ratings or credit outlook, which are determined by rating
agencies such as Standard & Poor’s and Moody’s Investors Service, as well as global market volatility, could cause us to
incur higher borrowing costs or to have greater difficulty in accessing the capital markets. In addition, volatility in global
financial and capital markets may also affect our ability to access the capital markets in a timely manner.
Legal and Regulatory Risks
Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our
business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future
financial results.
From time to time, we receive and respond to regulatory and governmental requests for documents or other information,
subpoenas, examinations and investigations in connection with our business activities. In addition, from time to time, we
are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive
process. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude
can remain unknown for significant periods of time. Among other things, such matters may result in fines, censure, legal
damages, suspension of personnel, revocation of licenses and reputational damage, which may reduce our sales and
increase redemptions. Eventual exposures from and expenses incurred relating to any examinations, investigations,
litigation, and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability
and financial results. Allegations, findings or judgments of wrongdoing by regulatory or governmental authorities or in
litigation against us, or settlements with respect thereto, could affect our reputation, increase our costs of doing business
and/or negatively impact our revenues, any of which could have a material negative impact on our financial results.
We operate in an industry that is highly regulated in most countries, and any enforcement action or changes in the
laws or regulations governing our business could adversely affect our AUM, results of operations or financial
condition.
Like all investment management firms, our activities are highly regulated in almost all countries in which we conduct
business, including the U.S., the UK, Europe, Australia, Singapore and other international markets. A substantial portion
of the products and services we provide are regulated and are accordingly supervised by financial services regulators in
the U.S., the UK, Australia, Singapore and Luxembourg. In addition, subsidiaries operating in the EU are subject to EU
law as implemented and applied in the EU member states in which they operate. Our operations elsewhere in the world
are regulated by similar regulatory organizations.
Laws and regulations applied at the international, national, state or provincial and local levels generally grant
governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities,
including the power to limit or restrict our business activities, to conduct examinations, risk assessments, investigations
and capital adequacy reviews, and to impose remedial programs to address perceived deficiencies. As a result of
regulatory oversight, we could face requirements that negatively impact the way in which we conduct business, increase
compliance costs, impose additional capital requirements and/or involve enforcement actions that could lead to
sanctions, including the potential revocation of licenses to operate certain businesses, the suspension or expulsion from a
particular jurisdiction or market of any of our business organizations or key personnel, or the imposition of fines and
censures on us or our employees. Judgments or findings of wrongdoing by regulatory or governmental authorities, or in
private litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact
our AUM and revenues, any of which could have an adverse impact on our results of operations or financial condition.
The regulatory environment in which we operate changes frequently and has seen a significant increase in regulation in
recent years. Certain enacted provisions and proposals for new regulation are potentially far-reaching and, depending
upon their implementation, could increase the cost of offering mutual funds and other investment products and services
and have material adverse effects on our business, results of operations or financial condition.
24
25
In the U.S., the government and other institutions have taken action, and may continue to take further action, in response
to volatility in the global financial markets. For example, certain provisions of the Dodd-Frank Act have required us, and
other provisions will or may require us, to change and or impose new limitations on the manner in which we conduct
business. More generally, the Dodd-Frank Act has increased our regulatory burdens and related compliance costs.
Rulemaking is still ongoing for the Dodd-Frank Act, and any further actions could include new rules and requirements
that may be applicable to us, the effect of which could have additional adverse consequences to our business, results of
operations or financial condition.
The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms,
including investment managers. Such regulatory changes may have a direct impact on the revenue of our business should
they result in structural or operational changes and may increase operational or compliance costs. We do not believe
implementation of these requirements will fundamentally change the asset management industry or cause us to
reconsider our fundamental strategy, but certain provisions may require us to change or impose new limitations on the
manner in which we conduct business and may result in increased fee and margin pressure from clients.
The full extent of the impact on us of any laws, regulations or initiatives that may be proposed, and regulatory reform
initiatives and enforcement agendas pursued by regulators such as the SEC and the DOL (which have separately
expressed support for investor protection initiatives that may impact how and to whom certain investment products can
be distributed in the U.S.), is impossible to determine. Recent changes have imposed, and may continue to impose, new
compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on
our business, results of operations or financial condition. Moreover, certain legal or regulatory changes could require us
to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new
constraints or costs, including the investment of significant management time and resources in order to satisfy new
regulatory requirements or to compete in a changed business environment.
Regulators may impose increased capital requirements on us, which could negatively impact our ability to return
capital or pay dividends to our shareholders and adversely affect our results of operations and financial condition.
Regulators typically have broad discretion to impose increased regulatory capital requirements on the regulated entities
within their jurisdiction. It is possible that the regulatory capital requirements that currently apply to our business could
be increased. The imposition of increased regulatory capital requirements could negatively impact our ability to return
capital or pay dividends to shareholders, restrict our ability to make future acquisitions or, should we be required to raise
additional capital, negatively impact our results of operations and financial condition.
Failure to comply with client contractual requirements and/or investment guidelines could negatively impact our
AUM, results of operations and financial condition.
Many of the investment management agreements under which we manage assets or provide services specify investment
guidelines or requirements that we are required to observe. Laws and regulations also impose similar requirements for
certain accounts. A failure to follow these guidelines or requirements could result in damage to our reputation or in
clients seeking to recover losses, withdrawing their assets or terminating their contracts, any one of which could cause
revenues and profitability to decline. In addition, a breach of these investment guidelines or requirements could result in
regulatory investigation, censure and/or fines.
The exit of the UK from the European Union could adversely impact our business, results of operations and financial
condition.
On June 23, 2016, the UK held a referendum in which voters approved an exit from the EU, commonly referred to as
"Brexit". The UK’s withdrawal from the EU occurred on January 31, 2020, and the UK remained in the EU’s customs
union and single market until December 31, 2020 (the “Transition Period”). The UK and the EU agreed a Trade and
Cooperation Agreement on December 24, 2020 (the “TCA”), which is intended to be operative from the end of the
Transition Period. The TCA was ratified by the UK on December 30, 2020 and is expected to come into full force in
February 2021 once relevant EU institutions have also ratified the TCA. Until then, the TCA governs the UK's
relationship with the EU on an interim basis. While the TCA regulates a number of important areas, significant parts of
the UK economy are not addressed in detail by the TCA, including in particular the services sector, which represents the
largest component of the UK’s economy. A number of issues, particularly in relation to the financial services sector,
remain to be resolved through further bilateral negotiations, which are currently expected to begin in the early part of
2021. As a result, the new relationship between the UK and the EU could in the short-term, and possibly for longer,
cause disruptions to and create uncertainty in the UK and European economies, prejudice to financial services businesses
such as ours that are conducting business in the EU and which are based in the UK, legal uncertainty regarding
achievement of compliance with applicable financial and commercial laws and regulations, and the unavailability of
timely information as to expected legal, tax and other regimes.
Accordingly, and notwithstanding steps we took prior to the UK’s withdrawal from the EU and the end of the Transition
Period, we may incur additional costs due to having to relocate or augment activities within the EU and carry out any
related restructuring as well as incur additional costs to address potential new impediments to conducting EU business.
A decline in trade between the UK and the EU could affect the attractiveness of the UK as a global investment center
and could have a detrimental impact on UK economic growth. Although we have a diverse international customer base,
our results could be adversely affected by the market impacts of reduced UK economic growth and greater volatility in
the pound sterling. Under the TCA there are new UK and EU immigration policies, for example, in relation to free
movement of investment and support staff between the UK and the EU.
Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial
condition.
We may not manage risks associated with the replacement of benchmark indices effectively.
The withdrawal and replacement of widely used benchmark indices, such as the London Interbank Offered Rate
(“LIBOR”), with alternative benchmark rates introduce a number of risks for our business, our clients and the financial
services industry more widely. These risks include:
• Legal implementation risks, as extensive changes to documentation for new and existing clients and
transactions may be required;
• Financial risks, arising from any changes in the valuation of financial instruments linked to benchmark indices;
• Pricing risks, as changes to benchmark indices could impact pricing mechanisms on some instruments;
• Operational risks, due to the potential requirement to adapt information technology systems, trade reporting
infrastructure and operational processes; and
• Conduct risks, relating to communications with a potential impact on customers and engagement with
customers during the transition away from benchmark indices such as LIBOR.
It is expected that a transition away from the widespread use of LIBOR to alternative benchmark rates will occur over
the course of the next few years. The FCA, which regulates LIBOR, has announced that it has commitments from panel
banks to continue to contribute to LIBOR through the end of 2021, but that the FCA will not use its powers to compel
contributions beyond such date. Accordingly, there is considerable uncertainty regarding the publication of LIBOR
beyond 2021. Therefore, it is not currently possible to determine precisely whether, or to what extent, the withdrawal
and replacement of LIBOR would affect us. However, the implementation of alternative benchmark rates to LIBOR may
have an adverse effect on our business, results of operations or financial condition.
We may be subject to claims of lack of suitability.
If our clients suffer losses on funds or investment mandates we manage, they may seek compensation from us on the
basis of allegations that these funds or mandates were not suitable for them or that the fund prospectuses or other
marketing materials contained material errors or were misleading. Despite the controls relating to disclosure in fund
prospectuses and marketing materials, it is possible that such action may be successful, which in turn could adversely
affect our business, financial condition and results of operations. Any claim for lack of suitability could also result in a
regulatory investigation, censure or fines, and may damage our reputation.
26
27
In the U.S., the government and other institutions have taken action, and may continue to take further action, in response
to volatility in the global financial markets. For example, certain provisions of the Dodd-Frank Act have required us, and
other provisions will or may require us, to change and or impose new limitations on the manner in which we conduct
business. More generally, the Dodd-Frank Act has increased our regulatory burdens and related compliance costs.
Rulemaking is still ongoing for the Dodd-Frank Act, and any further actions could include new rules and requirements
that may be applicable to us, the effect of which could have additional adverse consequences to our business, results of
operations or financial condition.
The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms,
including investment managers. Such regulatory changes may have a direct impact on the revenue of our business should
they result in structural or operational changes and may increase operational or compliance costs. We do not believe
implementation of these requirements will fundamentally change the asset management industry or cause us to
reconsider our fundamental strategy, but certain provisions may require us to change or impose new limitations on the
manner in which we conduct business and may result in increased fee and margin pressure from clients.
The full extent of the impact on us of any laws, regulations or initiatives that may be proposed, and regulatory reform
initiatives and enforcement agendas pursued by regulators such as the SEC and the DOL (which have separately
expressed support for investor protection initiatives that may impact how and to whom certain investment products can
be distributed in the U.S.), is impossible to determine. Recent changes have imposed, and may continue to impose, new
compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on
our business, results of operations or financial condition. Moreover, certain legal or regulatory changes could require us
to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new
constraints or costs, including the investment of significant management time and resources in order to satisfy new
regulatory requirements or to compete in a changed business environment.
Regulators may impose increased capital requirements on us, which could negatively impact our ability to return
capital or pay dividends to our shareholders and adversely affect our results of operations and financial condition.
Regulators typically have broad discretion to impose increased regulatory capital requirements on the regulated entities
within their jurisdiction. It is possible that the regulatory capital requirements that currently apply to our business could
be increased. The imposition of increased regulatory capital requirements could negatively impact our ability to return
capital or pay dividends to shareholders, restrict our ability to make future acquisitions or, should we be required to raise
additional capital, negatively impact our results of operations and financial condition.
Failure to comply with client contractual requirements and/or investment guidelines could negatively impact our
AUM, results of operations and financial condition.
Many of the investment management agreements under which we manage assets or provide services specify investment
guidelines or requirements that we are required to observe. Laws and regulations also impose similar requirements for
certain accounts. A failure to follow these guidelines or requirements could result in damage to our reputation or in
clients seeking to recover losses, withdrawing their assets or terminating their contracts, any one of which could cause
revenues and profitability to decline. In addition, a breach of these investment guidelines or requirements could result in
regulatory investigation, censure and/or fines.
The exit of the UK from the European Union could adversely impact our business, results of operations and financial
condition.
On June 23, 2016, the UK held a referendum in which voters approved an exit from the EU, commonly referred to as
"Brexit". The UK’s withdrawal from the EU occurred on January 31, 2020, and the UK remained in the EU’s customs
union and single market until December 31, 2020 (the “Transition Period”). The UK and the EU agreed a Trade and
Cooperation Agreement on December 24, 2020 (the “TCA”), which is intended to be operative from the end of the
Transition Period. The TCA was ratified by the UK on December 30, 2020 and is expected to come into full force in
February 2021 once relevant EU institutions have also ratified the TCA. Until then, the TCA governs the UK's
relationship with the EU on an interim basis. While the TCA regulates a number of important areas, significant parts of
the UK economy are not addressed in detail by the TCA, including in particular the services sector, which represents the
largest component of the UK’s economy. A number of issues, particularly in relation to the financial services sector,
remain to be resolved through further bilateral negotiations, which are currently expected to begin in the early part of
2021. As a result, the new relationship between the UK and the EU could in the short-term, and possibly for longer,
cause disruptions to and create uncertainty in the UK and European economies, prejudice to financial services businesses
such as ours that are conducting business in the EU and which are based in the UK, legal uncertainty regarding
achievement of compliance with applicable financial and commercial laws and regulations, and the unavailability of
timely information as to expected legal, tax and other regimes.
Accordingly, and notwithstanding steps we took prior to the UK’s withdrawal from the EU and the end of the Transition
Period, we may incur additional costs due to having to relocate or augment activities within the EU and carry out any
related restructuring as well as incur additional costs to address potential new impediments to conducting EU business.
A decline in trade between the UK and the EU could affect the attractiveness of the UK as a global investment center
and could have a detrimental impact on UK economic growth. Although we have a diverse international customer base,
our results could be adversely affected by the market impacts of reduced UK economic growth and greater volatility in
the pound sterling. Under the TCA there are new UK and EU immigration policies, for example, in relation to free
movement of investment and support staff between the UK and the EU.
Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial
condition.
We may not manage risks associated with the replacement of benchmark indices effectively.
The withdrawal and replacement of widely used benchmark indices, such as the London Interbank Offered Rate
(“LIBOR”), with alternative benchmark rates introduce a number of risks for our business, our clients and the financial
services industry more widely. These risks include:
• Legal implementation risks, as extensive changes to documentation for new and existing clients and
transactions may be required;
• Financial risks, arising from any changes in the valuation of financial instruments linked to benchmark indices;
• Pricing risks, as changes to benchmark indices could impact pricing mechanisms on some instruments;
• Operational risks, due to the potential requirement to adapt information technology systems, trade reporting
infrastructure and operational processes; and
• Conduct risks, relating to communications with a potential impact on customers and engagement with
customers during the transition away from benchmark indices such as LIBOR.
It is expected that a transition away from the widespread use of LIBOR to alternative benchmark rates will occur over
the course of the next few years. The FCA, which regulates LIBOR, has announced that it has commitments from panel
banks to continue to contribute to LIBOR through the end of 2021, but that the FCA will not use its powers to compel
contributions beyond such date. Accordingly, there is considerable uncertainty regarding the publication of LIBOR
beyond 2021. Therefore, it is not currently possible to determine precisely whether, or to what extent, the withdrawal
and replacement of LIBOR would affect us. However, the implementation of alternative benchmark rates to LIBOR may
have an adverse effect on our business, results of operations or financial condition.
We may be subject to claims of lack of suitability.
If our clients suffer losses on funds or investment mandates we manage, they may seek compensation from us on the
basis of allegations that these funds or mandates were not suitable for them or that the fund prospectuses or other
marketing materials contained material errors or were misleading. Despite the controls relating to disclosure in fund
prospectuses and marketing materials, it is possible that such action may be successful, which in turn could adversely
affect our business, financial condition and results of operations. Any claim for lack of suitability could also result in a
regulatory investigation, censure or fines, and may damage our reputation.
26
27
As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to
domestic U.S. issuers, which may limit the information publicly available to our shareholders.
U.S. corporation for U.S. federal income tax purposes, non-U.S. shareholders would generally be subject to U.S.
withholding tax on the gross amount of any dividends we pay to such shareholders.
As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting
requirements of the Exchange Act and, therefore, there may be less publicly available information about us than if we
were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the U.S., and disclosure with respect
to our annual meetings is governed by Jersey law and ASX requirements. In addition, our officers, directors and
significant shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the
Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers,
directors and significant shareholders purchase or sell shares.
Risks Related to Taxes
Changes to tax laws could adversely affect us.
The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and
application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in
the various U.S. federal and state, UK and other jurisdictions. Jurisdictional tax law changes, increases or decreases in
permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax benefits or
valuation allowances, and any changes in our mix of earnings from these taxing jurisdictions affect the overall effective
tax rate and the amount of tax payable by us.
Our tax affairs will, in the ordinary course of business, be reviewed by tax authorities, which may disagree with certain
positions that we have taken or will take in the future and assess additional taxes. We regularly assess the likely
outcomes of such tax inquiries, investigations or audits in order to determine the appropriateness of their respective tax
provisions. However, there can be no assurance that we will accurately predict the outcomes of these inquiries,
investigations or audits, and the actual outcomes of these inquiries, investigations or audits could have a material impact
on our financial results.
Due to the results of the recent U.S. Presidential and Congressional elections, the potential for U.S. tax law changes
exists. There have been proposals to increase the income tax rate on federal taxable income.(cid:3031)(cid:44)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:3)
rate or other changes to the tax law could materially impact our tax provision, cash tax liability, deferred income tax
balances ,and effective tax rate. The pressure to generate tax revenue to offset economic relief measures due to the
COVID-19 pandemic could increase the likelihood of adverse tax law changes being enacted.
As a result of the Merger, the IRS may assert that we are to be treated as a domestic corporation or otherwise subject
to certain adverse consequences for U.S. federal income tax purposes.
Although we are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK, the U.S.
Internal Revenue Service (the “IRS”) may assert that, as a result of the Merger, we should be treated as a U.S.
corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the
U.S. Internal Revenue Code of 1986, as amended (“Section 7874”).
Section 7874 provides that if, following an acquisition of a U.S. corporation by a non-U.S. corporation, at least 80% of
the acquiring non-U.S. corporation’s stock (by vote or value) is considered to be held by former shareholders of the U.S.
corporation by reason of holding stock of such U.S. corporation (such percentage referred to as the “ownership
percentage” and such test referred to as the “80% ownership test”), and the “expanded affiliated group,” which includes
the acquiring non-U.S. corporation, does not have substantial business activities in the country in which the acquiring
non-U.S. corporation is created or organized, then the non-U.S. corporation would be treated as a U.S. corporation for
U.S. federal income tax purposes even though it is a corporation created and organized outside the U.S.
We do not believe that the 80% ownership test was satisfied as a result of the Merger. If the 80% ownership test were
satisfied and, as a result, we were treated as a U.S. corporation for U.S. federal income tax purposes, we could be liable
for substantial additional U.S. federal income tax on our operations and income. Additionally, if we were treated as a
leases.
28
29
Section 7874 also provides that if, following an acquisition of a U.S. corporation by a non-U.S. corporation, the
ownership percentage is equal to or greater than 60% but less than 80% (such test referred to as the “60% ownership
test”), then the U.S. corporation and its affiliates could be prohibited from using their foreign tax credits or other U.S.
federal tax attributes to offset the income or gain recognized by reason of the transfer of property to a non-U.S. related
person or any income received or accrued by reason of a license of any property by such U.S. entity to a non-U.S.-
related person. Further, certain JCG stock compensation held directly or indirectly by management prior to the Merger
would be subject to an excise tax at a rate equal to 15%. In addition, under U.S. Treasury temporary regulations, our
ability to integrate certain non-U.S. operations or to access cash earned by non-U.S. subsidiaries may be limited. We do
not believe that the 60% ownership test was satisfied as a result of the Merger.
Because there is only limited guidance on the manner in which the ownership percentage is to be determined, there can
be no assurance that the IRS will agree with the position that we are to be treated as a non-U.S. corporation or that we
are not to be subject to the other adverse U.S. federal income tax consequences associated with satisfying the 60%
ownership test.
Jersey Company Risks
Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands,
which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off the
coast of Normandy, France. Jersey is not a member of the EU. Jersey, Channel Islands, legislation regarding companies
is largely based on English corporate law principles. However, there can be no assurance that the laws of Jersey,
Channel Islands, will not change in the future or that it will serve to protect investors in a similar fashion afforded under
corporate law principles in the U.S., which could adversely affect the rights of investors.
U.S. shareholders may not be able to enforce civil liabilities against us.
Certain of our directors and executive officers are not residents of the U.S. A substantial portion of the assets of such
persons are located outside the U.S. As a result, it may not be possible for investors to effect service of process within
the U.S. upon such persons.
Judgments of U.S. courts may not be directly enforceable outside of the U.S., and the enforcement of judgments of U.S.
courts outside of the U.S. may be subject to limitations. Investors may also have difficulties pursuing an original action
brought in a court in a jurisdiction outside the U.S. for liabilities under the securities laws of the U.S.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We have 30 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in
London, where it occupies approximately 129,000 square feet on a long-term lease that expires in 2028. We also have
significant operations in Denver, Colorado, occupying approximately 173,000 square feet of office space in three
separate locations. The primary office building in Denver accounts for 85% of the total square feet of office space in
Denver, and its lease expires in 2025. The remaining 26 offices total approximately 102,000 square feet and are all
leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See
Note 8 — Leases, in Part II, Item 8, Financial Statements and Supplemental Data for further information on our property
As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to
domestic U.S. issuers, which may limit the information publicly available to our shareholders.
U.S. corporation for U.S. federal income tax purposes, non-U.S. shareholders would generally be subject to U.S.
withholding tax on the gross amount of any dividends we pay to such shareholders.
As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting
requirements of the Exchange Act and, therefore, there may be less publicly available information about us than if we
were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the U.S., and disclosure with respect
to our annual meetings is governed by Jersey law and ASX requirements. In addition, our officers, directors and
significant shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the
Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers,
directors and significant shareholders purchase or sell shares.
Risks Related to Taxes
Changes to tax laws could adversely affect us.
The determination of our provision for income taxes requires judgment, the use of estimates and the interpretation and
application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in
the various U.S. federal and state, UK and other jurisdictions. Jurisdictional tax law changes, increases or decreases in
permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax benefits or
valuation allowances, and any changes in our mix of earnings from these taxing jurisdictions affect the overall effective
tax rate and the amount of tax payable by us.
Our tax affairs will, in the ordinary course of business, be reviewed by tax authorities, which may disagree with certain
positions that we have taken or will take in the future and assess additional taxes. We regularly assess the likely
outcomes of such tax inquiries, investigations or audits in order to determine the appropriateness of their respective tax
provisions. However, there can be no assurance that we will accurately predict the outcomes of these inquiries,
investigations or audits, and the actual outcomes of these inquiries, investigations or audits could have a material impact
on our financial results.
Due to the results of the recent U.S. Presidential and Congressional elections, the potential for U.S. tax law changes
exists. There have been proposals to increase the income tax rate on federal taxable income.(cid:3031)(cid:44)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:3)
rate or other changes to the tax law could materially impact our tax provision, cash tax liability, deferred income tax
balances ,and effective tax rate. The pressure to generate tax revenue to offset economic relief measures due to the
COVID-19 pandemic could increase the likelihood of adverse tax law changes being enacted.
As a result of the Merger, the IRS may assert that we are to be treated as a domestic corporation or otherwise subject
to certain adverse consequences for U.S. federal income tax purposes.
Although we are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK, the U.S.
Internal Revenue Service (the “IRS”) may assert that, as a result of the Merger, we should be treated as a U.S.
corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the
U.S. Internal Revenue Code of 1986, as amended (“Section 7874”).
Section 7874 provides that if, following an acquisition of a U.S. corporation by a non-U.S. corporation, at least 80% of
the acquiring non-U.S. corporation’s stock (by vote or value) is considered to be held by former shareholders of the U.S.
corporation by reason of holding stock of such U.S. corporation (such percentage referred to as the “ownership
percentage” and such test referred to as the “80% ownership test”), and the “expanded affiliated group,” which includes
the acquiring non-U.S. corporation, does not have substantial business activities in the country in which the acquiring
non-U.S. corporation is created or organized, then the non-U.S. corporation would be treated as a U.S. corporation for
U.S. federal income tax purposes even though it is a corporation created and organized outside the U.S.
We do not believe that the 80% ownership test was satisfied as a result of the Merger. If the 80% ownership test were
satisfied and, as a result, we were treated as a U.S. corporation for U.S. federal income tax purposes, we could be liable
for substantial additional U.S. federal income tax on our operations and income. Additionally, if we were treated as a
Section 7874 also provides that if, following an acquisition of a U.S. corporation by a non-U.S. corporation, the
ownership percentage is equal to or greater than 60% but less than 80% (such test referred to as the “60% ownership
test”), then the U.S. corporation and its affiliates could be prohibited from using their foreign tax credits or other U.S.
federal tax attributes to offset the income or gain recognized by reason of the transfer of property to a non-U.S. related
person or any income received or accrued by reason of a license of any property by such U.S. entity to a non-U.S.-
related person. Further, certain JCG stock compensation held directly or indirectly by management prior to the Merger
would be subject to an excise tax at a rate equal to 15%. In addition, under U.S. Treasury temporary regulations, our
ability to integrate certain non-U.S. operations or to access cash earned by non-U.S. subsidiaries may be limited. We do
not believe that the 60% ownership test was satisfied as a result of the Merger.
Because there is only limited guidance on the manner in which the ownership percentage is to be determined, there can
be no assurance that the IRS will agree with the position that we are to be treated as a non-U.S. corporation or that we
are not to be subject to the other adverse U.S. federal income tax consequences associated with satisfying the 60%
ownership test.
Jersey Company Risks
Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands,
which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
We are organized under the laws of Jersey, Channel Islands, a British crown dependency that is an island located off the
coast of Normandy, France. Jersey is not a member of the EU. Jersey, Channel Islands, legislation regarding companies
is largely based on English corporate law principles. However, there can be no assurance that the laws of Jersey,
Channel Islands, will not change in the future or that it will serve to protect investors in a similar fashion afforded under
corporate law principles in the U.S., which could adversely affect the rights of investors.
U.S. shareholders may not be able to enforce civil liabilities against us.
Certain of our directors and executive officers are not residents of the U.S. A substantial portion of the assets of such
persons are located outside the U.S. As a result, it may not be possible for investors to effect service of process within
the U.S. upon such persons.
Judgments of U.S. courts may not be directly enforceable outside of the U.S., and the enforcement of judgments of U.S.
courts outside of the U.S. may be subject to limitations. Investors may also have difficulties pursuing an original action
brought in a court in a jurisdiction outside the U.S. for liabilities under the securities laws of the U.S.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We have 30 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in
London, where it occupies approximately 129,000 square feet on a long-term lease that expires in 2028. We also have
significant operations in Denver, Colorado, occupying approximately 173,000 square feet of office space in three
separate locations. The primary office building in Denver accounts for 85% of the total square feet of office space in
Denver, and its lease expires in 2025. The remaining 26 offices total approximately 102,000 square feet and are all
leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See
Note 8 — Leases, in Part II, Item 8, Financial Statements and Supplemental Data for further information on our property
leases.
28
29
ITEM 3. LEGAL PROCEEDINGS
The information set forth in response to Item 103 of Regulation S-K under “Legal Proceedings” is incorporated by
reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 19 — Commitments and
Contingencies: Litigation and Other Regulatory Matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
JHG Common Stock
Our common stock is traded on the New York Stock Exchange (the “NYSE”) and our CDIs are traded on the ASX
(symbol: JHG). On February 19, 2021, there were approximately 39,462 holders of record of our common stock.
The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period
ending December 31, 2020, the last trading day of 2020, and compares it to the cumulative total return on the Standard
and Poor’s (“S&P”) 500 Index(1) and to the SNL U.S. Asset Manager Index (“SNL Asset Manager Index”).(2) The S&P
500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the
most widely used benchmarks of U.S. equity performance. The SNL Asset Manager Index is a market-value weighted
index of 40 asset management companies. The comparison assumes a $100 investment on December 31, 2015, in our
common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any. This data is not
intended to forecast future performance of our common stock.
(2) As of December 31, 2020, the SNL Asset Manager Index comprised the following companies: Affiliated Managers
Group, Inc.; AllianceBernstein Holding LP; Ameriprise Financial, Inc.; Apollo Global Management, Inc.; Ares
Management Corporation; Artisan Partners Asset Management, Inc.; Ashford, Inc.; Associated Capital Group, Inc.;
BlackRock, Inc.; Blackstone Group, Inc.; BrightSphere Investment Group; Carlyle Group LP; Cohen & Steers, Inc.;
Diamond Hill Investment Group, Inc.; Eaton Vance Corp.; Federated Investors, Inc.; Fifth Street Asset Management,
Inc.; Franklin Resources, Inc.; Gabelli Equity Trust, Inc.; GAMCO Investors, Inc.; Great Elm Capital Group, Inc.;
Hamilton Lane, Inc.; Hennessy Advisors, Inc.; Invesco, Ltd.; Janus Henderson Group PLC; KKR & Co.; Manning &
Napier, Inc.; Medley Management, Inc.; Pzena Investment Management, Inc.; Safeguard Scientifics, Inc.; Sculptor
Capital Management, Inc.; SEI Investments Company; Silvercrest Asset Management Group, Inc.; T. Rowe Price
Group, Inc.; U.S. Global Investors, Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; Waddell &
Reed Financial, Inc.; Westwood Holdings Group, Inc.; and Wisdom Tree Investments, Inc.
(3) Data Source: S&P Global Market Intelligence.
Common Stock Purchases
On February 3, 2020, the Board approved a new on-market share buyback program pursuant to which we were
authorized to repurchase up to $200 million of our common stock on the NYSE and CDIs on the ASX at any time prior
to the date of our 2021 Annual General Meeting (the “Corporate Buyback Program”). We commenced repurchases under
the Corporate Buyback Program in March 2020 and, during the year ended December 31, 2020, we repurchased
6,572,517 shares of our common stock and CDIs for $130.8 million. We terminated the Corporate Buyback Program on
February 9, 2021, following completion of the Block Repurchase described below.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary offering
and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (the “Block
Repurchase”) for a total of approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the
price at which the shares of common stock were sold to the public in the secondary offering, less the underwriting
discount. The Block Repurchase was authorized by the Board and is distinct from the Corporate Buyback Program. As a
result of the completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We
did not receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We typically satisfy these entitlements by using existing shares of common
stock that we repurchased on-market (“Share Plans Repurchases”). These repurchases are in addition to the repurchases
under the Corporate Repurchase Program discussed above. As a policy, we do not issue new shares to employees as part
of our annual compensation practices. During the year ended December 31, 2020, our Share Plans Repurchases totaled
2,175,411 shares at an average price of $23.26.
During the first quarter of 2021, we intend to repurchase shares on-market for the annual share grants associated with the
2020 variable compensation payable to our employees.
(1) STANDARD & POOR’S®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services
LLC.
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31
ITEM 3. LEGAL PROCEEDINGS
The information set forth in response to Item 103 of Regulation S-K under “Legal Proceedings” is incorporated by
reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 19 — Commitments and
Contingencies: Litigation and Other Regulatory Matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
JHG Common Stock
Our common stock is traded on the New York Stock Exchange (the “NYSE”) and our CDIs are traded on the ASX
(symbol: JHG). On February 19, 2021, there were approximately 39,462 holders of record of our common stock.
The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period
ending December 31, 2020, the last trading day of 2020, and compares it to the cumulative total return on the Standard
and Poor’s (“S&P”) 500 Index(1) and to the SNL U.S. Asset Manager Index (“SNL Asset Manager Index”).(2) The S&P
500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the
most widely used benchmarks of U.S. equity performance. The SNL Asset Manager Index is a market-value weighted
index of 40 asset management companies. The comparison assumes a $100 investment on December 31, 2015, in our
common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any. This data is not
intended to forecast future performance of our common stock.
(2) As of December 31, 2020, the SNL Asset Manager Index comprised the following companies: Affiliated Managers
Group, Inc.; AllianceBernstein Holding LP; Ameriprise Financial, Inc.; Apollo Global Management, Inc.; Ares
Management Corporation; Artisan Partners Asset Management, Inc.; Ashford, Inc.; Associated Capital Group, Inc.;
BlackRock, Inc.; Blackstone Group, Inc.; BrightSphere Investment Group; Carlyle Group LP; Cohen & Steers, Inc.;
Diamond Hill Investment Group, Inc.; Eaton Vance Corp.; Federated Investors, Inc.; Fifth Street Asset Management,
Inc.; Franklin Resources, Inc.; Gabelli Equity Trust, Inc.; GAMCO Investors, Inc.; Great Elm Capital Group, Inc.;
Hamilton Lane, Inc.; Hennessy Advisors, Inc.; Invesco, Ltd.; Janus Henderson Group PLC; KKR & Co.; Manning &
Napier, Inc.; Medley Management, Inc.; Pzena Investment Management, Inc.; Safeguard Scientifics, Inc.; Sculptor
Capital Management, Inc.; SEI Investments Company; Silvercrest Asset Management Group, Inc.; T. Rowe Price
Group, Inc.; U.S. Global Investors, Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; Waddell &
Reed Financial, Inc.; Westwood Holdings Group, Inc.; and Wisdom Tree Investments, Inc.
(3) Data Source: S&P Global Market Intelligence.
Common Stock Purchases
On February 3, 2020, the Board approved a new on-market share buyback program pursuant to which we were
authorized to repurchase up to $200 million of our common stock on the NYSE and CDIs on the ASX at any time prior
to the date of our 2021 Annual General Meeting (the “Corporate Buyback Program”). We commenced repurchases under
the Corporate Buyback Program in March 2020 and, during the year ended December 31, 2020, we repurchased
6,572,517 shares of our common stock and CDIs for $130.8 million. We terminated the Corporate Buyback Program on
February 9, 2021, following completion of the Block Repurchase described below.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary offering
and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (the “Block
Repurchase”) for a total of approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the
price at which the shares of common stock were sold to the public in the secondary offering, less the underwriting
discount. The Block Repurchase was authorized by the Board and is distinct from the Corporate Buyback Program. As a
result of the completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We
did not receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We typically satisfy these entitlements by using existing shares of common
stock that we repurchased on-market (“Share Plans Repurchases”). These repurchases are in addition to the repurchases
under the Corporate Repurchase Program discussed above. As a policy, we do not issue new shares to employees as part
of our annual compensation practices. During the year ended December 31, 2020, our Share Plans Repurchases totaled
2,175,411 shares at an average price of $23.26.
During the first quarter of 2021, we intend to repurchase shares on-market for the annual share grants associated with the
2020 variable compensation payable to our employees.
(1) STANDARD & POOR’S®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services
LLC.
30
31
The following table summarizes our on-market repurchases of common stock and CDIs by month during the year ended
December 31, 2020, and includes repurchases under the Corporate Buyback Program and Share Plans Repurchases.
Impact of COVID-19
Period
January 1, 2020 through
January 31, 2020
February 1, 2020 through
February 29, 2020
March 1, 2020 through
March 31, 2020
April 1, 2020 through
April 30, 2020
May 1, 2020 through
May 31, 2020
June 1, 2020 through
June 30, 2020
July 1, 2020 through
July 31, 2020
August 1, 2020 through
August 31, 2020
September 1, 2020 through
September 30, 2020
October 1, 2020 through
October 31, 2020
November 1, 2020 through
November 30, 2020
December 1, 2020 through
December 31, 2020
Total
Total
number of
shares
purchased
Total number of shares Approximate U.S. dollar value
Average
price paid per
share
purchased as part of
publicly announced
programs
of shares that may yet
be purchased under the
programs (end of month, in millions)
5,000 $
25.28
1,550,760
25.02
— $
— $
2,214,408
15.34
2,061,205 $
4,090
17.58
— $
735,574
18.11
438,443 $
749,370
22.21
623,190 $
3,827
20.95
— $
1,365,401
20.98
1,361,833 $
1,108,691
19.92
1,085,289 $
3,118
24.43
— $
832,997
26.46
830,356 $
174,692
8,747,928 $
31.58
20.73
172,201 $
6,572,517
—
200
168
168
161
147
147
118
97
97
75
69
ITEM 6 – Removed and Reserved
ITEM 7.
RESULTS OF OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
Business Overview
We are an independent global asset manager, specializing in active investment across all major asset classes. We actively
manage a broad range of investment products for institutional and retail investors across five capabilities: Equities,
Fixed Income, Multi-Asset, Quantitative Equities and Alternatives.
Segment Considerations
We are a global asset manager and manage a range of investment products, operating across various product lines,
distribution channels and geographic regions. However, information is reported to the chief operating decision-maker,
the Chief Executive Officer (“CEO”), on an aggregated basis. Strategic and financial management decisions are
determined centrally by the CEO and on this basis, we operate as a single segment investment management business.
32
33
In March 2020, the World Health Organization declared COVID-19 a pandemic. COVID-19 continues to have a
significant impact on the global economy primarily through preventive measures taken by businesses and governments
to restrict its spread. We are addressing the challenges of COVID-19 by protecting the health and well-being of our
employees while continuing to service our clients who rely on us to invest and manage their money. However, COVID-
19 has impacted our financial results, capital and liquidity, and business operations, and each of these impacts is
discussed below.
Impact on Financial Results
The economic impact of COVID-19 adversely affected our quarterly financial results during the three months ended
March 31, 2020. Our revenues are primarily derived from management fees and performance fees, which are in turn
dependent on the value and composition of our AUM. Our AUM was negatively impacted by the significant
deterioration and volatility in the global financial markets during the first quarter of 2020 and it declined $80.4 billion, or
21%, from December 31, 2019. The decline in AUM during the first quarter of 2020 and the economic uncertainty of
COVID-19 also affected the value of our intangible assets and goodwill, which resulted in impairments of $363.8
million and $123.5 million, respectively, during the first quarter of 2020. The global financial markets have greatly
improved since the first quarter of 2020 and our AUM has also benefited from the market appreciation. As of December
31, 2020, our AUM is $401.6 billion, an increase of $107.2 billion, or 36%, since March 31, 2020.
Impact on Capital and Liquidity
We believe our financial condition is stable, allowing us to effectively manage the financial impacts of COVID-19. We
hold surplus capital and liquidity over our requirements, which provide resilience against market downturns. We believe
our capital structure should provide us with sufficient resources and flexibility to meet present and future cash needs,
including access to our $200 million, unsecured, revolving credit facility. However, given the uncertainty surrounding
the current economic environment, we continue to tightly control costs and capital expenditures.
Impact on Business Operations
COVID-19 is also affecting our business operations; however, we have a robust and detailed business continuity plan in
place so that we can continue operating effectively during the COVID-19 pandemic, including processes to limit the
spread of the virus among employees. For the health and well-being of our employees, we have modified our business
practices in accordance with social distancing guidelines to allow work-from-home arrangements and flexible work
schedules, and to restrict business-related travel. Our employees are following the guidelines and most are working
remotely from their homes. Our technology capabilities have the capacity to support remote working arrangements for
our employees. We will manage employees’ return to the office with caution, and their health and safety will be our
priority. We are also evolving and learning from our recent experiences to become more agile with how we operate our
business, with increased flexibility in how and where our employees work. While COVID-19 has created a new and
challenging landscape for our business operations, our ability to effectively maintain our operations, internal controls
and client relationships has not been adversely affected by the modifications we have made in response to the pandemic.
The extent of the impact of COVID-19 on our business, financial condition and results of operations also depends on
future developments, including the duration of the pandemic and the volatility of the global financial markets, all of
which are highly uncertain. We continue to assess the risks associated with COVID-19 and to mitigate them where
possible.
Revenue
Revenue primarily consists of management fees and performance fees. Management fees are generally based on a
percentage of the market value of our AUM and are calculated using either the daily, month-end or quarter-end average
asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct
The following table summarizes our on-market repurchases of common stock and CDIs by month during the year ended
December 31, 2020, and includes repurchases under the Corporate Buyback Program and Share Plans Repurchases.
Impact of COVID-19
Total
Total number of shares Approximate U.S. dollar value
number of
Average
purchased as part of
shares
price paid per
publicly announced
of shares that may yet
be purchased under the
purchased
share
programs
programs (end of month, in millions)
5,000 $
25.28
1,550,760
25.02
— $
— $
2,214,408
15.34
2,061,205 $
4,090
17.58
— $
735,574
18.11
438,443 $
749,370
22.21
623,190 $
3,827
20.95
— $
1,365,401
20.98
1,361,833 $
1,108,691
19.92
1,085,289 $
3,118
24.43
— $
832,997
26.46
830,356 $
174,692
8,747,928 $
31.58
20.73
172,201 $
6,572,517
—
200
168
168
161
147
147
118
97
97
75
69
Period
January 1, 2020 through
January 31, 2020
February 1, 2020 through
February 29, 2020
March 1, 2020 through
March 31, 2020
April 1, 2020 through
April 30, 2020
May 1, 2020 through
May 31, 2020
June 1, 2020 through
June 30, 2020
July 1, 2020 through
July 31, 2020
August 1, 2020 through
August 31, 2020
September 1, 2020 through
September 30, 2020
October 1, 2020 through
October 31, 2020
November 1, 2020 through
November 30, 2020
December 1, 2020 through
December 31, 2020
Total
ITEM 6 – Removed and Reserved
RESULTS OF OPERATIONS
Business Overview
Segment Considerations
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
We are an independent global asset manager, specializing in active investment across all major asset classes. We actively
manage a broad range of investment products for institutional and retail investors across five capabilities: Equities,
Fixed Income, Multi-Asset, Quantitative Equities and Alternatives.
We are a global asset manager and manage a range of investment products, operating across various product lines,
distribution channels and geographic regions. However, information is reported to the chief operating decision-maker,
the Chief Executive Officer (“CEO”), on an aggregated basis. Strategic and financial management decisions are
determined centrally by the CEO and on this basis, we operate as a single segment investment management business.
In March 2020, the World Health Organization declared COVID-19 a pandemic. COVID-19 continues to have a
significant impact on the global economy primarily through preventive measures taken by businesses and governments
to restrict its spread. We are addressing the challenges of COVID-19 by protecting the health and well-being of our
employees while continuing to service our clients who rely on us to invest and manage their money. However, COVID-
19 has impacted our financial results, capital and liquidity, and business operations, and each of these impacts is
discussed below.
Impact on Financial Results
The economic impact of COVID-19 adversely affected our quarterly financial results during the three months ended
March 31, 2020. Our revenues are primarily derived from management fees and performance fees, which are in turn
dependent on the value and composition of our AUM. Our AUM was negatively impacted by the significant
deterioration and volatility in the global financial markets during the first quarter of 2020 and it declined $80.4 billion, or
21%, from December 31, 2019. The decline in AUM during the first quarter of 2020 and the economic uncertainty of
COVID-19 also affected the value of our intangible assets and goodwill, which resulted in impairments of $363.8
million and $123.5 million, respectively, during the first quarter of 2020. The global financial markets have greatly
improved since the first quarter of 2020 and our AUM has also benefited from the market appreciation. As of December
31, 2020, our AUM is $401.6 billion, an increase of $107.2 billion, or 36%, since March 31, 2020.
Impact on Capital and Liquidity
We believe our financial condition is stable, allowing us to effectively manage the financial impacts of COVID-19. We
hold surplus capital and liquidity over our requirements, which provide resilience against market downturns. We believe
our capital structure should provide us with sufficient resources and flexibility to meet present and future cash needs,
including access to our $200 million, unsecured, revolving credit facility. However, given the uncertainty surrounding
the current economic environment, we continue to tightly control costs and capital expenditures.
Impact on Business Operations
COVID-19 is also affecting our business operations; however, we have a robust and detailed business continuity plan in
place so that we can continue operating effectively during the COVID-19 pandemic, including processes to limit the
spread of the virus among employees. For the health and well-being of our employees, we have modified our business
practices in accordance with social distancing guidelines to allow work-from-home arrangements and flexible work
schedules, and to restrict business-related travel. Our employees are following the guidelines and most are working
remotely from their homes. Our technology capabilities have the capacity to support remote working arrangements for
our employees. We will manage employees’ return to the office with caution, and their health and safety will be our
priority. We are also evolving and learning from our recent experiences to become more agile with how we operate our
business, with increased flexibility in how and where our employees work. While COVID-19 has created a new and
challenging landscape for our business operations, our ability to effectively maintain our operations, internal controls
and client relationships has not been adversely affected by the modifications we have made in response to the pandemic.
The extent of the impact of COVID-19 on our business, financial condition and results of operations also depends on
future developments, including the duration of the pandemic and the volatility of the global financial markets, all of
which are highly uncertain. We continue to assess the risks associated with COVID-19 and to mitigate them where
possible.
Revenue
Revenue primarily consists of management fees and performance fees. Management fees are generally based on a
percentage of the market value of our AUM and are calculated using either the daily, month-end or quarter-end average
asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct
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33
effect on our operating results. Additionally, our AUM may outperform or underperform the financial markets and,
therefore, may fluctuate in varying degrees from that of the general market.
Investment Performance of Assets Under Management
Performance fees are specified in certain fund and client contracts, and are based on investment performance either on an
absolute basis or compared to an established index over a specified period of time. These fees are often subject to a
hurdle rate. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or
annually) if the stated performance criteria are achieved. Certain fund and client contracts allow for negative
performance fees where there is underperformance against the relevant index.
2020 SUMMARY
2020 Highlights
● Solid long-term investment performance, with 65% and 72% of our AUM outperforming benchmarks on a
three- and five-year basis, respectively, as of December 31, 2020.
● AUM increased to $401.6 billion, up 7% from the year ended December 31, 2019, due to positive markets,
partially offset by net outflows.
● 2020 diluted earnings per share was $0.87, or $3.01 on an adjusted basis. Refer to the Non-GAAP Financial
Measures section for information on adjusted non-GAAP figures.
● During the year ended December 31, 2020, we acquired 6.6 million shares of our common stock for $130.8
million as part of the share buyback program.
Financial Summary
Results are reported on a U.S. GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial
Measures section.
Revenue for the year ended December 31, 2020, was $2,298.6 million, an increase of $106.2 million, or 5%, compared
to the year ended December 31, 2019. The increase was primarily driven by an improvement of $80.5 million in
performance fees due to higher performance fee crystallizations and $23.8 million in shareowner servicing fees due to an
increase in average AUM subject to servicing fees during the year ended December 31, 2020, compared to the year
ended December 31, 2019.
Total operating expenses for the year ended December 31, 2020, were $2,140.8 million, an increase of $489.3 million, or
30%, compared to operating expenses for the year ended December 31, 2019, primarily due to intangible asset and
goodwill impairments of $390.2 million and $123.5 million, respectively.
Operating income for the year ended December 31, 2020, was $157.8 million, a decrease of $383.1 million, or (71)%,
compared to the year ended December 31, 2019. Our operating margin, which was impacted by the impairments
discussed above, was 6.9% in 2020 compared to 24.7% in 2019.
Net income attributable to JHG for the year ended December 31, 2020, was $161.6 million, a decrease of $266.0 million,
or (62)%, compared to the year ended December 31, 2019, due to the factors impacting revenue and operating expense
discussed above. In addition, our provision for income taxes improved by $78.3 million in 2020 compared to 2019,
primarily due to a decrease in pre-tax income driven by impairment of our goodwill and intangible assets. Investment
gains (losses), net also moved favorably by $23.3 million in 2020 compared to 2019 primarily due to fair value
adjustments in relation to our seeded investment products and derivative instruments and the consolidation of third-party
ownership interests in seeded investment products.
The following table is a summary of our investment performance as of December 31, 2020:
Percentage of AUM outperforming benchmark
1 year
3 years
5 years
Equities
Fixed Income
Multi-Asset
Alternatives
Total JHG
Quantitative Equities
Assets Under Management
54 %
92 %
97 %
69 %
97 %
68 %
54 %
96 %
96 %
24 %
97 %
65 %
67 %
90 %
94 %
16 %
100 %
72 %
Our AUM as of December 31, 2020, was $401.6 billion, an increase of $26.8 billion, or 7%, from December 31, 2019,
driven primarily by market appreciation of $49.2 billion, partially offset by net redemptions of $24.4 billion.
Our non-U.S. dollar (“USD”) AUM is primarily denominated in Great British pounds (“GBP”), euros (“EUR”) and
Australian dollars (“AUD”). During the year ended December 31, 2020, the USD weakened against the GBP, the EUR
and the AUD, resulting in a $6.2 billion increase to AUM. As of December 31, 2020, approximately 32% of our AUM
was non-USD-denominated, resulting in a net favorable currency effect, particularly in products exposed to GBP.
VelocityShares ETNs and certain index products are not included within AUM as we are not the named adviser or
subadviser to ETNs or index products. VelocityShares ETN assets totaled $0.6 billion and $3.1 billion as of
December 31, 2020 and 2019, respectively. VelocityShares index product assets not included within AUM totaled $2.7
billion and $3.0 billion as of December 31, 2020 and 2019, respectively.
In June 2020, a third-party issuer announced its intent to delist all VelocityShares ETNs issued by the third-party. The
affected ETNs were delisted from Nasdaq and the NYSE on July 12, 2020, and have been trading over-the-counter
(“OTC”) since the delisting date. In addition, the third-party issuer has suspended further issuances of VelocityShares
ETNs. We expect that revenue from the delisted ETNs will continue to decrease until the ETNs are fully liquidated.
Our AUM and flows by capability for the years ended December 31, 2020, 2019 and 2018, were as follows (in billions):
Closing AUM
December 31,
2019
Sales
Redemptions(1) (redemptions) Markets
FX(2)
and disposals(3)
2020
Net sales
Reclassifications December 31,
Closing AUM
$
204.0 $
32.8 $
(16.3) $
33.6 $
2.2 $
74.8
39.8
45.2
11.0
28.9
11.4
2.4
2.8
(49.1) $
(30.0)
(7.9)
(11.8)
(3.9)
(1.1)
3.5
(9.4)
(1.1)
4.6
4.8
6.0
0.2
3.2
0.1
0.2
0.5
Total
$
374.8 $
78.3 $
(102.7) $
(24.4) $
49.2 $
6.2 $
(4.2) $
Closing AUM
December 31,
Net sales
Reclassifications December 31,
Closing AUM
2018
Sales
Redemptions(1) (redemptions) Markets FX(2)
and disposals
2019
$
167.6 $
29.2 $
72.4
22.1
(41.4) $
(26.0)
(12.2) $
47.8 $
0.8 $
(3.9)
5.4
44.3
30.2
14.0
1.5
9.4
3.0
(12.3)
(6.3)
(6.6)
(10.8)
3.1
(3.6)
11.6
6.4
0.5
0.9
0.1
0.1
0.1
Total
$
328.5 $
65.2 $
(92.6)
$
(27.4) $
71.7 $
2.0 $
— $
(4.1) $
—
(0.2)
—
0.1
— $
—
—
—
—
219.4
81.5
48.0
42.0
10.7
401.6
204.0
74.8
45.2
39.8
11.0
374.8
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
By capability
Equities
Fixed Income
Quantitative
Equities
Multi-Asset
Alternatives
34
35
effect on our operating results. Additionally, our AUM may outperform or underperform the financial markets and,
Investment Performance of Assets Under Management
therefore, may fluctuate in varying degrees from that of the general market.
The following table is a summary of our investment performance as of December 31, 2020:
Percentage of AUM outperforming benchmark
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total JHG
Assets Under Management
1 year
3 years
5 years
54 %
92 %
97 %
69 %
97 %
68 %
54 %
96 %
96 %
24 %
97 %
65 %
67 %
90 %
94 %
16 %
100 %
72 %
Our AUM as of December 31, 2020, was $401.6 billion, an increase of $26.8 billion, or 7%, from December 31, 2019,
driven primarily by market appreciation of $49.2 billion, partially offset by net redemptions of $24.4 billion.
Our non-U.S. dollar (“USD”) AUM is primarily denominated in Great British pounds (“GBP”), euros (“EUR”) and
Australian dollars (“AUD”). During the year ended December 31, 2020, the USD weakened against the GBP, the EUR
and the AUD, resulting in a $6.2 billion increase to AUM. As of December 31, 2020, approximately 32% of our AUM
was non-USD-denominated, resulting in a net favorable currency effect, particularly in products exposed to GBP.
VelocityShares ETNs and certain index products are not included within AUM as we are not the named adviser or
subadviser to ETNs or index products. VelocityShares ETN assets totaled $0.6 billion and $3.1 billion as of
December 31, 2020 and 2019, respectively. VelocityShares index product assets not included within AUM totaled $2.7
billion and $3.0 billion as of December 31, 2020 and 2019, respectively.
In June 2020, a third-party issuer announced its intent to delist all VelocityShares ETNs issued by the third-party. The
affected ETNs were delisted from Nasdaq and the NYSE on July 12, 2020, and have been trading over-the-counter
(“OTC”) since the delisting date. In addition, the third-party issuer has suspended further issuances of VelocityShares
ETNs. We expect that revenue from the delisted ETNs will continue to decrease until the ETNs are fully liquidated.
Our AUM and flows by capability for the years ended December 31, 2020, 2019 and 2018, were as follows (in billions):
Performance fees are specified in certain fund and client contracts, and are based on investment performance either on an
absolute basis or compared to an established index over a specified period of time. These fees are often subject to a
hurdle rate. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or
annually) if the stated performance criteria are achieved. Certain fund and client contracts allow for negative
performance fees where there is underperformance against the relevant index.
2020 SUMMARY
2020 Highlights
● Solid long-term investment performance, with 65% and 72% of our AUM outperforming benchmarks on a
three- and five-year basis, respectively, as of December 31, 2020.
● AUM increased to $401.6 billion, up 7% from the year ended December 31, 2019, due to positive markets,
partially offset by net outflows.
● 2020 diluted earnings per share was $0.87, or $3.01 on an adjusted basis. Refer to the Non-GAAP Financial
Measures section for information on adjusted non-GAAP figures.
● During the year ended December 31, 2020, we acquired 6.6 million shares of our common stock for $130.8
million as part of the share buyback program.
Financial Summary
Measures section.
Results are reported on a U.S. GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial
Revenue for the year ended December 31, 2020, was $2,298.6 million, an increase of $106.2 million, or 5%, compared
to the year ended December 31, 2019. The increase was primarily driven by an improvement of $80.5 million in
performance fees due to higher performance fee crystallizations and $23.8 million in shareowner servicing fees due to an
increase in average AUM subject to servicing fees during the year ended December 31, 2020, compared to the year
ended December 31, 2019.
Total operating expenses for the year ended December 31, 2020, were $2,140.8 million, an increase of $489.3 million, or
30%, compared to operating expenses for the year ended December 31, 2019, primarily due to intangible asset and
goodwill impairments of $390.2 million and $123.5 million, respectively.
Operating income for the year ended December 31, 2020, was $157.8 million, a decrease of $383.1 million, or (71)%,
compared to the year ended December 31, 2019. Our operating margin, which was impacted by the impairments
discussed above, was 6.9% in 2020 compared to 24.7% in 2019.
Net income attributable to JHG for the year ended December 31, 2020, was $161.6 million, a decrease of $266.0 million,
or (62)%, compared to the year ended December 31, 2019, due to the factors impacting revenue and operating expense
discussed above. In addition, our provision for income taxes improved by $78.3 million in 2020 compared to 2019,
primarily due to a decrease in pre-tax income driven by impairment of our goodwill and intangible assets. Investment
gains (losses), net also moved favorably by $23.3 million in 2020 compared to 2019 primarily due to fair value
adjustments in relation to our seeded investment products and derivative instruments and the consolidation of third-party
ownership interests in seeded investment products.
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
Total
$
$
204.0 $
74.8
39.8
32.8 $
28.9
11.4
45.2
11.0
374.8 $
2.4
2.8
78.3 $
(49.1) $
(30.0)
(7.9)
(11.8)
(3.9)
(102.7) $
(16.3) $
(1.1)
3.5
(9.4)
(1.1)
(24.4) $
33.6 $
4.6
4.8
6.0
0.2
49.2 $
2.2 $
3.2
0.1
0.2
0.5
6.2 $
(4.1) $
—
(0.2)
—
0.1
(4.2) $
219.4
81.5
48.0
42.0
10.7
401.6
Closing AUM
December 31,
2018
Sales
Redemptions(1) (redemptions) Markets FX(2)
Net sales
Closing AUM
Reclassifications December 31,
and disposals
2019
$
167.6 $
72.4
29.2 $
22.1
(41.4) $
(26.0)
(12.2) $
(3.9)
47.8 $
5.4
0.8 $
0.9
44.3
30.2
14.0
328.5 $
1.5
9.4
3.0
65.2 $
(12.3)
(6.3)
(6.6)
(92.6)
$
(10.8)
3.1
(3.6)
(27.4) $
11.6
6.4
0.5
71.7 $
0.1
0.1
0.1
2.0 $
$
— $
—
—
—
—
— $
204.0
74.8
45.2
39.8
11.0
374.8
By capability
Equities
Fixed Income
Quantitative
Equities
Multi-Asset
Alternatives
Total
34
35
Closing AUM
December 31,
2019
Net sales
Redemptions(1) (redemptions) Markets
Sales
Closing AUM
Reclassifications December 31,
FX(2)
and disposals(3)
2020
Closing AUM
December 31,
2017
Sales
Redemptions(1) (redemptions) Markets FX(2)
Net sales
Closing AUM
Reclassifications December 31,
and disposals
2018
$
189.7 $
80.1
33.8 $
21.0
(43.9) $
(24.8)
(10.1) $
(3.8)
(10.4) $
(0.8)
(3.3) $
(3.6)
49.9
31.6
19.5
370.8 $
3.7
7.6
5.0
71.1 $
(5.3)
(5.8)
(9.4)
(89.2) $
(1.6)
1.8
(4.4)
(18.1) $
(3.8)
(0.5)
(0.2)
(15.7) $
(0.2)
(0.5)
(0.9)
(8.5) $
$
1.7 $
0.5
—
(2.2)
—
— $
167.6
72.4
44.3
30.2
14.0
328.5
By capability
Equities
Fixed Income
Quantitative
Equities
Multi-Asset
Alternatives
Total
(1) Redemptions include the impact of client transfers, which could cause a positive balance on occasion.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD denominated AUM is
translated into USD.
(3) Reclassifications relate to a reclassification of an existing fund from Equities to Alternatives, and disposals relate to
the sale of Geneva Capital Management LLC (“Geneva”). Refer to Note 4 — Dispositions in Part II, Item 8,
Financial Statements and Supplementary Data, for information regarding the sale.
Our AUM and flows by client type for the year ended December 31, 2020, were as follows (in billions):
Valuation of Assets Under Management
Closing AUM
December 31,
2019
Sales
Net sales
Redemptions (redemptions) Markets
Closing AUM
Reclassifications December 31,
FX
and disposals
2020
By client type:
Intermediary
Institutional
Self-directed
Total
$
$
172.7 $
132.1
70.0
374.8 $
52.1 $
23.0
3.2
78.3 $
(53.4) $
(42.4)
(6.9)
(102.7) $
(1.3) $
(19.4)
(3.7)
(24.4) $
21.5 $
13.1
14.6
49.2 $
2.5 $
3.5
0.2
6.2 $
(2.5) $
(1.7)
—
(4.2) $
192.9
127.6
81.1
401.6
Average Assets Under Management
The following table presents our average AUM by capability for the year ended December 31, 2020 (in billions):
By capability
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total
Average AUM
December 31, 2020
$
$
187.7
73.3
41.5
40.2
10.0
352.7
Closing Assets Under Management
billions):
The following table presents our closing AUM, split by client type and client location, as of December 31, 2020 (in
By client type
Intermediary
Institutional
Self-directed
Total
By client location
North America
EMEA and LatAm
Asia Pacific
Total
Closing AUM
December 31, 2020
$
$
$
$
192.9
127.6
81.1
401.6
220.6
124.1
56.9
401.6
Closing AUM
December 31, 2020
The fair value of our AUM is based on the value of the underlying cash and investment securities of our funds, trusts and
segregated mandates. A significant proportion of these securities is listed or quoted on a recognized securities exchange
or market and is regularly traded thereon; these investments are valued based on unadjusted quoted market prices. Other
investments, including OTC derivative contracts (which are dealt in or through a clearing firm, exchanges or financial
institutions) are valued by reference to the most recent official settlement price quoted by the appointed market vendor,
and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued
monthly by a specialist independent appraiser.
When a readily ascertainable market value does not exist for an investment, the fair value is calculated using a variety of
methodologies, including the expected cash flows of its underlying net asset base, taking into account applicable
discount rates and other factors; comparable securities or relevant indices; recent financing rounds; revenue multiples; or
a combination thereof. Judgment is used to ascertain if a formerly active market has become inactive and to determine
fair values when markets have become inactive. Our Fair Value Pricing Committee is responsible for determining or
approving these unquoted prices, which are reported to those charged with governance of the funds and trusts. For funds
that invest in markets that are closed at their valuation point, an assessment is made daily to determine whether a fair
value pricing adjustment is required to the fund’s valuation. This may be due to significant market movements in other
correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or
government intervention.
Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the
securities. Daily price validation is completed using techniques such as day-on-day tolerance movements, invariant
prices, excessive movement checks and intra-vendor tolerance checks. Our data management team performs oversight of
this process and completes annual due diligence on the processes of third parties.
In other cases, we and the sub-administrators perform a number of procedures to validate the pricing received from third-
party providers. For actively traded equity and fixed income securities, prices are received daily from both a primary and
secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the
event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant day-to-day price
changes require additional research, which may include a review of all news pertaining to the issue and issuer, and any
corporate actions. All fixed income prices are reviewed by our fixed income trading desk to incorporate market activity
information available to our traders. In the event the traders have received price indications from market makers for a
particular issue, this information is transmitted to the pricing vendors.
36
37
By capability
Equities
Fixed Income
Quantitative
Equities
Multi-Asset
Alternatives
Closing AUM
December 31,
Net sales
Reclassifications December 31,
Closing AUM
2017
Sales
Redemptions(1) (redemptions) Markets FX(2)
and disposals
2018
$
189.7 $
33.8 $
80.1
21.0
(43.9) $
(24.8)
(10.1) $
(10.4) $
(3.3) $
(3.8)
(0.8)
(3.6)
1.7 $
0.5
49.9
31.6
19.5
3.7
7.6
5.0
(5.3)
(5.8)
(9.4)
(1.6)
1.8
(4.4)
(3.8)
(0.5)
(0.2)
(0.2)
(0.5)
(0.9)
—
(2.2)
—
Total
$
370.8 $
71.1 $
(89.2) $
(18.1) $
(15.7) $
(8.5) $
— $
(1) Redemptions include the impact of client transfers, which could cause a positive balance on occasion.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD denominated AUM is
translated into USD.
(3) Reclassifications relate to a reclassification of an existing fund from Equities to Alternatives, and disposals relate to
the sale of Geneva Capital Management LLC (“Geneva”). Refer to Note 4 — Dispositions in Part II, Item 8,
Financial Statements and Supplementary Data, for information regarding the sale.
167.6
72.4
44.3
30.2
14.0
328.5
Closing AUM
December 31,
2019
Sales
Redemptions (redemptions) Markets
FX
and disposals
2020
Net sales
Reclassifications December 31,
Closing AUM
By client type:
Intermediary
Institutional
Self-directed
Total
$
172.7 $
52.1 $
132.1
70.0
23.0
3.2
(53.4) $
(42.4)
(6.9)
(1.3) $
21.5 $
2.5 $
(19.4)
(3.7)
13.1
14.6
3.5
0.2
$
374.8 $
78.3 $
(102.7) $
(24.4) $
49.2 $
6.2 $
(2.5) $
(1.7)
—
(4.2) $
192.9
127.6
81.1
401.6
Average Assets Under Management
The following table presents our average AUM by capability for the year ended December 31, 2020 (in billions):
By capability
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total
Average AUM
December 31, 2020
$
$
187.7
73.3
41.5
40.2
10.0
352.7
Closing Assets Under Management
The following table presents our closing AUM, split by client type and client location, as of December 31, 2020 (in
billions):
By client type
Intermediary
Institutional
Self-directed
Total
By client location
North America
EMEA and LatAm
Asia Pacific
Total
Closing AUM
December 31, 2020
192.9
$
127.6
81.1
401.6
$
Closing AUM
December 31, 2020
220.6
$
124.1
56.9
401.6
$
Our AUM and flows by client type for the year ended December 31, 2020, were as follows (in billions):
Valuation of Assets Under Management
The fair value of our AUM is based on the value of the underlying cash and investment securities of our funds, trusts and
segregated mandates. A significant proportion of these securities is listed or quoted on a recognized securities exchange
or market and is regularly traded thereon; these investments are valued based on unadjusted quoted market prices. Other
investments, including OTC derivative contracts (which are dealt in or through a clearing firm, exchanges or financial
institutions) are valued by reference to the most recent official settlement price quoted by the appointed market vendor,
and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued
monthly by a specialist independent appraiser.
When a readily ascertainable market value does not exist for an investment, the fair value is calculated using a variety of
methodologies, including the expected cash flows of its underlying net asset base, taking into account applicable
discount rates and other factors; comparable securities or relevant indices; recent financing rounds; revenue multiples; or
a combination thereof. Judgment is used to ascertain if a formerly active market has become inactive and to determine
fair values when markets have become inactive. Our Fair Value Pricing Committee is responsible for determining or
approving these unquoted prices, which are reported to those charged with governance of the funds and trusts. For funds
that invest in markets that are closed at their valuation point, an assessment is made daily to determine whether a fair
value pricing adjustment is required to the fund’s valuation. This may be due to significant market movements in other
correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or
government intervention.
Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the
securities. Daily price validation is completed using techniques such as day-on-day tolerance movements, invariant
prices, excessive movement checks and intra-vendor tolerance checks. Our data management team performs oversight of
this process and completes annual due diligence on the processes of third parties.
In other cases, we and the sub-administrators perform a number of procedures to validate the pricing received from third-
party providers. For actively traded equity and fixed income securities, prices are received daily from both a primary and
secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the
event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant day-to-day price
changes require additional research, which may include a review of all news pertaining to the issue and issuer, and any
corporate actions. All fixed income prices are reviewed by our fixed income trading desk to incorporate market activity
information available to our traders. In the event the traders have received price indications from market makers for a
particular issue, this information is transmitted to the pricing vendors.
36
37
We leverage the expertise of our fund management teams across the business to cross-invest assets and create value for
our clients. Where cross investment occurs, assets and flows are identified and the duplication is removed.
higher average net management fee margins, were the biggest driver of the decline in average AUM, representing
approximately $7.0 billion of the decrease.
Results of Operations
Throughout 2020, we continued to maintain our focus on cost discipline while also reinvesting in the business to deliver
against our strategy of Simple Excellence. We performed a review of our expense model and expect to realize $40.0
million of cost saving opportunities over the next two years. These cost efficiencies will offset strategic investments in
our business and infrastructure that are necessary to improve our operational efficiency and to support a growing
business.
Foreign Currency Translation
Foreign currency translation impacts our Results of Operations. The translation of GBP to USD is the primary driver of
foreign currency translation in expenses. The GBP strengthened against the USD during the year ended December 31,
2020, compared to December 31, 2019. Meaningful foreign currency translation impacts to our operating expenses are
discussed in the Operating Expenses section below. Revenue is also impacted by foreign currency translation, but the
impact is generally determined by the primary currency of the individual funds.
Revenue
Revenue (in millions):
Management fees
Performance fees
Shareowner servicing fees
Other revenue
Total revenue
Management fees
Year ended December 31,
2019
2020
2018
2020 vs.
2019
2019 vs.
2018
$ 1,794.1 $ 1,792.3 $ 1,947.4
7.1
154.2
197.7
$ 2,298.6 $ 2,192.4 $ 2,306.4
98.1
209.2
197.2
17.6
185.4
197.1
0 %
457 %
13 %
0 %
5 %
(8) %
148 %
20 %
(0) %
(5) %
Management fees increased by $1.8 million, or less than 1%, during the year ended December 31, 2020, compared to the
year ended December 31, 2019. The increase was primarily due to an improvement in management fee margins, which
contributed $19.2 million to the increase in management fees as well as a $4.9 million increase due to one more day in
2020 compared to 2019. This increase was partially offset by a $21.7 million decrease in management fees driven by a
decline in average AUM subject to management fees.
Management fees decreased by $155.1 million, or (8%), during the year ended December 31, 2019, compared to the year
ended December 31, 2018. A decline in average AUM and lower management fee margins contributed $113.1 million
and $44.2 million, respectively, to the decrease in management fees year-over-year. Our SICAV products, which have
38
39
Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2020
and 2019:
Year ended
December 31,
2020
2019
2020 vs.
2019
55.8
27.7
52.1
18.7
66.3
45.6
56.0
25.7
50.0
20.4
68.6
44.9
(0) %
8 %
4 %
(8) %
(3) %
2 %
Average net management fee margin (bps):
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total average
Performance fees
millions):
Performance fees (in millions):
SICAVs
UK OEICs and unit trusts
Offshore absolute return funds
Segregated mandates
Investment trusts
U.S. mutual funds
Total performance fees
* n/m - Not meaningful.
Total average net management fee margins increased by 0.7 bps, or 2%, from 2019 to 2020. Net management fee
margins were higher in 2020 primarily due to a product mix shift toward higher yielding products.
Performance fees are derived across a number of product ranges. Mutual fund performance fees are recognized on a
monthly basis, while all other product range performance fees are recognized on a quarterly or annual basis.
Performance fees by product type consisted of the following for the years ended December 31, 2020, 2019 and 2018 (in
Year ended December 31,
2020 vs.
2019 vs.
2020
2019
2018
2019
2018
$
17.6 $
1.7 $
10.5
11.0
72.1
—
(13.1)
0.3
0.4
30.6
—
(15.4)
5.3
4.4
3.4
24.8
6.9
(37.7)
935 %
3,400 %
2,650 %
136 %
(68) %
(93) %
(88) %
23 %
n/m
(100) %
15 %
59 %
$
98.1 $
17.6 $
7.1
457 %
148 %
For the year ended December 31, 2020, performance fees increased $80.5 million compared to the year ended December
31, 2019. This increase was primarily due to the performance fee increase of $41.5 million earned from segregated
mandates, particularly the global life sciences and global tech strategies. The increase in performance fees was further
driven by a $36.7 million increase in fees related to SICAVs, offshore absolute return funds and UK OEICs due to
higher performance fee crystallizations.
For the year ended December 31, 2019, performance fees increased $10.5 million compared to the year ended December
31, 2018. This increase was primarily due to a $22.5 million increase in mutual fund performance fees, partially offset
by a decrease in SICAVs, UK OEICs and unit trusts and offshore absolute return funds performance fees.
We leverage the expertise of our fund management teams across the business to cross-invest assets and create value for
our clients. Where cross investment occurs, assets and flows are identified and the duplication is removed.
higher average net management fee margins, were the biggest driver of the decline in average AUM, representing
approximately $7.0 billion of the decrease.
Throughout 2020, we continued to maintain our focus on cost discipline while also reinvesting in the business to deliver
against our strategy of Simple Excellence. We performed a review of our expense model and expect to realize $40.0
million of cost saving opportunities over the next two years. These cost efficiencies will offset strategic investments in
our business and infrastructure that are necessary to improve our operational efficiency and to support a growing
Foreign currency translation impacts our Results of Operations. The translation of GBP to USD is the primary driver of
foreign currency translation in expenses. The GBP strengthened against the USD during the year ended December 31,
2020, compared to December 31, 2019. Meaningful foreign currency translation impacts to our operating expenses are
discussed in the Operating Expenses section below. Revenue is also impacted by foreign currency translation, but the
impact is generally determined by the primary currency of the individual funds.
Year ended December 31,
2020 vs.
2019 vs.
2020
2019
2018
2019
2018
$ 1,794.1 $ 1,792.3 $ 1,947.4
98.1
209.2
197.2
17.6
185.4
197.1
7.1
154.2
197.7
$ 2,298.6 $ 2,192.4 $ 2,306.4
0 %
(8) %
457 %
148 %
13 %
0 %
5 %
20 %
(0) %
(5) %
Results of Operations
business.
Foreign Currency Translation
Revenue
Revenue (in millions):
Management fees
Performance fees
Shareowner servicing fees
Other revenue
Total revenue
Management fees
Management fees increased by $1.8 million, or less than 1%, during the year ended December 31, 2020, compared to the
year ended December 31, 2019. The increase was primarily due to an improvement in management fee margins, which
contributed $19.2 million to the increase in management fees as well as a $4.9 million increase due to one more day in
2020 compared to 2019. This increase was partially offset by a $21.7 million decrease in management fees driven by a
decline in average AUM subject to management fees.
Management fees decreased by $155.1 million, or (8%), during the year ended December 31, 2019, compared to the year
ended December 31, 2018. A decline in average AUM and lower management fee margins contributed $113.1 million
and $44.2 million, respectively, to the decrease in management fees year-over-year. Our SICAV products, which have
Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2020
and 2019:
Average net management fee margin (bps):
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total average
Year ended
December 31,
2020
2019
2020 vs.
2019
55.8
27.7
52.1
18.7
66.3
45.6
56.0
25.7
50.0
20.4
68.6
44.9
(0) %
8 %
4 %
(8) %
(3) %
2 %
Total average net management fee margins increased by 0.7 bps, or 2%, from 2019 to 2020. Net management fee
margins were higher in 2020 primarily due to a product mix shift toward higher yielding products.
Performance fees
Performance fees are derived across a number of product ranges. Mutual fund performance fees are recognized on a
monthly basis, while all other product range performance fees are recognized on a quarterly or annual basis.
Performance fees by product type consisted of the following for the years ended December 31, 2020, 2019 and 2018 (in
millions):
Performance fees (in millions):
SICAVs
UK OEICs and unit trusts
Offshore absolute return funds
Segregated mandates
Investment trusts
U.S. mutual funds
Total performance fees
* n/m - Not meaningful.
Year ended December 31,
2019
2018
2020
2020 vs.
2019
2019 vs.
2018
$
$
17.6 $
10.5
11.0
72.1
—
(13.1)
98.1 $
1.7 $
0.3
0.4
30.6
—
(15.4)
17.6 $
5.3
4.4
3.4
24.8
6.9
(37.7)
7.1
935 %
3,400 %
2,650 %
136 %
n/m
15 %
457 %
(68) %
(93) %
(88) %
23 %
(100) %
59 %
148 %
For the year ended December 31, 2020, performance fees increased $80.5 million compared to the year ended December
31, 2019. This increase was primarily due to the performance fee increase of $41.5 million earned from segregated
mandates, particularly the global life sciences and global tech strategies. The increase in performance fees was further
driven by a $36.7 million increase in fees related to SICAVs, offshore absolute return funds and UK OEICs due to
higher performance fee crystallizations.
For the year ended December 31, 2019, performance fees increased $10.5 million compared to the year ended December
31, 2018. This increase was primarily due to a $22.5 million increase in mutual fund performance fees, partially offset
by a decrease in SICAVs, UK OEICs and unit trusts and offshore absolute return funds performance fees.
38
39
The following table outlines performance fees by product type and includes information on fees earned, number of funds
generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees,
AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and
performance fee methodology (dollars in millions, except where noted):
Shareowner servicing fees
UK OEICs and
Unit Trusts
SICAVs
Offshore
Absolute
Return
Funds
Segregated
Mandates
Investment U.S. Mutual
Trusts
Funds
Performance Fees
Year ended December 31, 2020
Year ended December 31, 2019
Year ended December 31, 2018
Number of funds that earned performance fees
Year ended December 31, 2020(1)
Year ended December 31, 2019(1)
Year ended December 31, 2018(1)
$
$
$
10.5 $
0.3 $
4.4 $
17.6 $
1.7 $
5.3 $
11.0 $
0.4 $
3.4 $
72.1
30.6
24.8
$
$
$
3
2
3
12
12
12
9
7
6
36
42
44
AUM generating performance fees (in billions)
AUM at December 31, 2020 generating FY20 performance
fees
AUM at December 31, 2019 generating FY19 performance
fees
AUM at December 31, 2018 generating FY18 performance
fees
$
$
$
Number of funds eligible to earn performance fees
As of December 31, 2020
As of December 31, 2019
As of December 31, 2018
AUM subject to performance fees (in billions)
AUM at December 31, 2020 subject to FY20 performance
fees
AUM at December 31, 2019 subject to FY19 performance
fees
AUM at December 31, 2018 subject to FY18 performance
fees
$
$
$
Un-crystallized performance fees (in billions)
AUM at December 31, 2020 with an un-crystallized
performance fee at December 31, 2020, vesting in 2021 (2)
AUM at December 31, 2019 with an un-crystallized
performance fee at December 31, 2019, vesting in 2020 (2)
AUM at December 31, 2018 with an un-crystallized
performance fee at December 31, 2018, vesting in 2019 (2)
$
$
$
2.3
—
$
$
2.9 $
2
3
4
7.7
2.5
4.3
$
$
$
20
26
26
0.9
0.6
$
$
37.8
30.1
0.4 $
20.6
12
9
10
1.9
2.5
3.2
$
$
$
12.9
13.5
14.1
$
$
$
0.9
0.8
0.7
$
$
$
1.7 $
1.5 $
— $
2.4 $
— $
— $
0.1
0.1
—
$
$
$
$
$
$
$
$
$
47
66
87
44.4
45.3
39.7
n/a
n/a
n/a
— $
— $
6.9 $
—
—
2
(13.1)
(15.4)
(37.7)
17
17
17
— $
57.1
— $
48.3
1.3 $
39.1
4
4
6
17
17
17
2.5 $
57.1
2.3 $
48.3
2.8 $
39.1
1.6
1.2
—
n/a
n/a
n/a
Performance fee participation rate percentage (3)
15%-20%
10%-20%
10%-20%
5%-28%
15%
(cid:14)(cid:18)(cid:237)(cid:19)(cid:17)(cid:20)(cid:24)(cid:8)
Performance fee frequency
Quarterly
Annually
and
Quarterly
Annually
Performance fee methodology (4)
Relative/Absolute
plus HWM
Relative
plus HWM
Absolute plus
HWM
Quarterly,
Semi-
annually and
Annually
Bespoke
Annually
Monthly
Relative
plus HWM
Relative
plus HWM
(1) For offshore absolute return funds, this excludes funds earning a performance fee on redemption and only includes
those with a period-end crystallization date.
(2) Reflects the total AUM of all funds with a performance fee opportunity at any point in the relevant year.
(3) Participation rate related to non-U.S. mutual fund products reflects our share of outperformance. Participation rate
related to U.S. mutual funds represents an adjustment to the management fee.
(4) Relative performance is measured versus applicable benchmarks and is subject to a high water mark (“HWM”) for
relevant funds.
40
41
Shareowner servicing fees are primarily composed of mutual fund servicing fees. For the year ended
December 31, 2020, shareowner servicing fees increased $23.8 million compared to the year ended December 31, 2019,
primarily due to an increase in mutual fund average AUM, which contributed a $21.7 million increase in certain
servicing fees.
For the year ended December 31, 2019, shareowner servicing fees increased $31.2 million compared to the year ended
December 31, 2018, primarily due to correcting the presentation of certain servicing fees and expenses. The presentation
for the year ended December 31, 2019, reflects these fees on a gross basis in shareowner servicing fees on the
Consolidated Statements of Comprehensive Income, while the fees were netted in distribution expenses in the year
ended December 31, 2018. The correction is offset in distribution expenses on the Consolidated Statements of
Comprehensive Income.
Other revenue
Other revenue is primarily composed of VelocityShares ETN fees, 12b-1 distribution fees, general administration
charges and other fee revenue. Details of the delisting of VelocityShares ETNs, which has had and will continue to have
a negative impact on future ETN fees, are discussed in the “Assets Under Management” section above.
Other revenue increased by $0.1 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019, primarily due to an increase of $5.8 million in 12b-1 fees and servicing fees driven by an
improvement in average AUM, partially offset by a $4.1 decrease in ETN licensing fees due to the delisting and
liquidation of ETN products and a $1.6 million reduction in other advisory fees.
Other revenue decreased by $0.6 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. There were no significant items driving the decrease in other revenue.
Operating Expenses
Operating expenses (in millions):
Employee compensation and benefits
Long-term incentive plans
Distribution expenses
Investment administration
Marketing
General, administrative and occupancy
Impairment of goodwill and intangible assets
Depreciation and amortization
Total operating expenses
Employee compensation and benefits
Year ended December 31,
2020 vs.
2019 vs.
2020
2019
2018
2019
2018
$
618.6 $
602.5 $
170.1
464.4
50.0
19.6
255.2
513.7
49.2
184.3
444.3
47.9
31.1
260.8
18.0
62.6
613.0
188.6
446.7
46.9
37.9
253.7
7.2
62.6
3 %
(8) %
5 %
4 %
(37) %
(2) %
2,754 %
(21) %
30 %
(2) %
(2) %
(1) %
2 %
(18) %
3 %
150 %
— %
(0) %
$ 2,140.8 $ 1,651.5 $ 1,656.6
During the year ended December 31, 2020, employee compensation and benefits increased $16.1 million compared to
the year ended December 31, 2019, primarily driven by increases of $9.3 million in variable compensation mainly due to
a higher bonus pool and other variable compensation. Variable compensation including bonus pools is generally
calculated as a percentage of operating income excluding incentive compensation (pre-incentive operating income) and
is allocated to employees by management on a discretionary basis. Annual base-pay increases of $6.6 million and
unfavorable foreign currency translation of $1.4 million also contributed to the increase in employee compensation and
benefits. These increases were partially offset by a $2.4 million decrease in other fixed compensation mainly due to final
deferred consideration adjustments recognized during the year ended December 31, 2019.
The following table outlines performance fees by product type and includes information on fees earned, number of funds
generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees,
AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and
performance fee methodology (dollars in millions, except where noted):
Performance Fees
Year ended December 31, 2020
Year ended December 31, 2019
Year ended December 31, 2018
Number of funds that earned performance fees
Year ended December 31, 2020(1)
Year ended December 31, 2019(1)
Year ended December 31, 2018(1)
AUM generating performance fees (in billions)
AUM at December 31, 2020 generating FY20 performance
AUM at December 31, 2019 generating FY19 performance
AUM at December 31, 2018 generating FY18 performance
$
$
$
Number of funds eligible to earn performance fees
As of December 31, 2020
As of December 31, 2019
As of December 31, 2018
AUM subject to performance fees (in billions)
AUM at December 31, 2020 subject to FY20 performance
AUM at December 31, 2019 subject to FY19 performance
AUM at December 31, 2018 subject to FY18 performance
fees
fees
fees
fees
fees
fees
UK OEICs and
Unit Trusts
SICAVs
Segregated
Mandates
Investment U.S. Mutual
Trusts
Funds
Offshore
Absolute
Return
Funds
$
$
$
10.5 $
0.3 $
4.4 $
17.6 $
1.7 $
5.3 $
11.0 $
0.4 $
3.4 $
72.1
30.6
24.8
$
$
$
3
2
3
12
12
12
9
7
6
36
42
44
0.9
0.6
$
$
37.8
30.1
— $
57.1
— $
48.3
0.4 $
20.6
1.3 $
39.1
2.3
—
$
$
2.9 $
2
3
4
7.7
2.5
4.3
$
$
$
20
26
26
— $
— $
6.9 $
—
—
2
(13.1)
(15.4)
(37.7)
17
17
17
4
4
6
17
17
17
2.5 $
57.1
2.3 $
48.3
2.8 $
39.1
1.6
1.2
—
n/a
n/a
n/a
$
$
$
$
$
$
$
$
$
47
66
87
44.4
45.3
39.7
n/a
n/a
n/a
12
9
10
0.1
0.1
—
$
$
$
1.9
2.5
3.2
$
$
$
12.9
13.5
14.1
$
$
$
0.9
0.8
0.7
$
$
$
Un-crystallized performance fees (in billions)
AUM at December 31, 2020 with an un-crystallized
performance fee at December 31, 2020, vesting in 2021 (2)
$
1.7 $
1.5 $
AUM at December 31, 2019 with an un-crystallized
performance fee at December 31, 2019, vesting in 2020 (2)
$
AUM at December 31, 2018 with an un-crystallized
performance fee at December 31, 2018, vesting in 2019 (2)
$
— $
2.4 $
— $
— $
Performance fee participation rate percentage (3)
15%-20%
10%-20%
10%-20%
5%-28%
15%
(cid:14)(cid:18)(cid:237)(cid:19)(cid:17)(cid:20)(cid:24)(cid:8)
Performance fee frequency
Quarterly
Annually
Annually
Monthly
Annually
and
Quarterly
Quarterly,
Semi-
annually and
Annually
Performance fee methodology (4)
Relative/Absolute
plus HWM
Relative
plus HWM
HWM
Absolute plus
Bespoke
Relative
Relative
plus HWM
plus HWM
(1) For offshore absolute return funds, this excludes funds earning a performance fee on redemption and only includes
those with a period-end crystallization date.
(2) Reflects the total AUM of all funds with a performance fee opportunity at any point in the relevant year.
(3) Participation rate related to non-U.S. mutual fund products reflects our share of outperformance. Participation rate
related to U.S. mutual funds represents an adjustment to the management fee.
(4) Relative performance is measured versus applicable benchmarks and is subject to a high water mark (“HWM”) for
relevant funds.
Shareowner servicing fees
Shareowner servicing fees are primarily composed of mutual fund servicing fees. For the year ended
December 31, 2020, shareowner servicing fees increased $23.8 million compared to the year ended December 31, 2019,
primarily due to an increase in mutual fund average AUM, which contributed a $21.7 million increase in certain
servicing fees.
For the year ended December 31, 2019, shareowner servicing fees increased $31.2 million compared to the year ended
December 31, 2018, primarily due to correcting the presentation of certain servicing fees and expenses. The presentation
for the year ended December 31, 2019, reflects these fees on a gross basis in shareowner servicing fees on the
Consolidated Statements of Comprehensive Income, while the fees were netted in distribution expenses in the year
ended December 31, 2018. The correction is offset in distribution expenses on the Consolidated Statements of
Comprehensive Income.
Other revenue
Other revenue is primarily composed of VelocityShares ETN fees, 12b-1 distribution fees, general administration
charges and other fee revenue. Details of the delisting of VelocityShares ETNs, which has had and will continue to have
a negative impact on future ETN fees, are discussed in the “Assets Under Management” section above.
Other revenue increased by $0.1 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019, primarily due to an increase of $5.8 million in 12b-1 fees and servicing fees driven by an
improvement in average AUM, partially offset by a $4.1 decrease in ETN licensing fees due to the delisting and
liquidation of ETN products and a $1.6 million reduction in other advisory fees.
Other revenue decreased by $0.6 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. There were no significant items driving the decrease in other revenue.
Operating Expenses
Operating expenses (in millions):
Employee compensation and benefits
Long-term incentive plans
Distribution expenses
Investment administration
Marketing
General, administrative and occupancy
Impairment of goodwill and intangible assets
Depreciation and amortization
Total operating expenses
Employee compensation and benefits
Year ended December 31,
2019
2018
2020
$
618.6 $
170.1
464.4
50.0
19.6
255.2
513.7
49.2
613.0
188.6
446.7
46.9
37.9
253.7
7.2
62.6
$ 2,140.8 $ 1,651.5 $ 1,656.6
602.5 $
184.3
444.3
47.9
31.1
260.8
18.0
62.6
2020 vs.
2019
2019 vs.
2018
3 %
(8) %
5 %
4 %
(37) %
(2) %
2,754 %
(21) %
30 %
(2) %
(2) %
(1) %
2 %
(18) %
3 %
150 %
— %
(0) %
During the year ended December 31, 2020, employee compensation and benefits increased $16.1 million compared to
the year ended December 31, 2019, primarily driven by increases of $9.3 million in variable compensation mainly due to
a higher bonus pool and other variable compensation. Variable compensation including bonus pools is generally
calculated as a percentage of operating income excluding incentive compensation (pre-incentive operating income) and
is allocated to employees by management on a discretionary basis. Annual base-pay increases of $6.6 million and
unfavorable foreign currency translation of $1.4 million also contributed to the increase in employee compensation and
benefits. These increases were partially offset by a $2.4 million decrease in other fixed compensation mainly due to final
deferred consideration adjustments recognized during the year ended December 31, 2019.
40
41
During the year ended December 31, 2019, employee compensation and benefits decreased $10.5 million compared to
the year ended December 31, 2018. The decrease was primarily driven by a lower bonus pool and other variable
compensation of $14.3 million. Lower headcount and favorable foreign currency translation also contributed $5.7
million and $5.3 million, respectively, to the decrease in employee compensation and benefits. These decreases were
partially offset by increases in fixed staff compensation due to temporary staffing charges and project costs of $8.8
million and annual base-pay increases of $6.5 million during the year ended December 31, 2019.
Long-term incentive plans
Long-term incentive plans decreased by $14.2 million during the year ended December 31, 2020, compared to the year
ended December 31, 2019, primarily driven by decreases of $14.5 million due to the roll-off of vested awards exceeding
new awards and $2.0 million in mark-to-market adjustments related to mutual fund share awards and valuation
adjustments for certain Intech long-term incentive awards.
Long-term incentive plans decreased by $4.3 million during the year ended December 31, 2019, compared to the year
ended December 31, 2018, primarily driven by decreases of $7.5 million due to the roll-off of vested awards exceeding
new awards and favorable foreign currency translation of $4.1 million. These decreases were partially offset by $6.5
million in fair value adjustments related to mutual fund awards and certain Intech long-term incentive awards during the
year ended December 31, 2019.
Distribution expenses
Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are
typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses increased $20.1
million during the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to an
increase of $18.4 million driven by an improvement in average intermediary-sourced AUM. A $1.2 million increase in
other international distribution expenses also contributed to the year-over-year increase in distribution expenses.
Distribution expenses decreased $2.4 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. A decline in average AUM and lower management fee margins contributed $31.7 million and $6.4
million to the decrease, respectively. These decreases were partially offset by a $31.9 million increase due to correcting
the presentation of certain servicing fees and expenses as discussed in the Shareowner servicing fees section above.
Investment administration
Investment administration expenses, which represent back-office operations (including fund administration and fund
accounting), increased $2.1 million during the year ended December 31, 2020, compared to the year ended December
31, 2019, primarily due to an increase in custodial and transfer agent administration fees.
Investment administration expenses increased $1.0 million during the year ended December 31, 2019, compared to the
year ended December 31, 2018. There were no significant items driving the increase in investment administration
expenses.
Marketing
During the year ended December 31, 2020, marketing expenses decreased $11.5 million, compared to the year ended
December 31, 2019, primarily due to fewer marketing events and advertising campaigns during the COVID-19
pandemic.
During the year ended December 31, 2019, marketing expenses decreased $6.8 million, compared to the year ended
December 31, 2018. The decrease was primarily driven by lower marketing material and advertising costs during 2019.
General, administrative and occupancy
General, administrative and occupancy expenses decreased $5.6 million during the year ended December 31, 2020,
compared to the year ended December 31, 2019. The decrease was primarily due to a $17.4 million reduction in travel
expenses as a result of reduced travel during the COVID-19 pandemic and a $3.4 million decrease in the impairment of
sub-leased office space. These decreases were partially offset by increases of $5.7 million in consultancy fees related to
upgrades to our order management system and certain project costs, $3.4 million in software licensing and upgrade
costs, $2.3 million in charitable contributions, $2.0 million in regulatory insurance fees, and unfavorable foreign
currency translation of $1.0 million during the year ended December 31, 2020.
General, administrative and occupancy expenses increased $7.1 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increase was primarily due to increases of $10.2 million in rent
expense resulting from charges related to the early exit of leased office space in the UK, $4.7 million in legal and
professional consultancy fees, $3.0 million in software licensing costs and $2.4 million in market data costs during the
year ended December 31, 2019, compared to the year ended December 31, 2018. These increases were partially offset by
the initial outcome of the Richard Pease v. Henderson Administration Limited court case, which increased 2018 general,
administrative and occupancy expenses by $12.2 million. We appealed the court case in 2019 and the outcome of the
appeal favorably impacted general, administrative and occupancy expenses in 2019 by $5.5 million.
Impairment of goodwill and intangible assets
Goodwill and intangible asset impairment charges increased by $495.7 million during the year ended December 31,
2020, compared to the year ended December 31, 2019. The increase was due to a $123.5 million impairment of our
goodwill, $363.8 million impairment of certain mutual fund investment management agreements and client
relationships, and a $26.4 million impairment of the VelocityShares ETN definite-lived intangible asset recognized
during the year ended December 31, 2020. These increases were partially offset by an $18.0 million impairment related
to certain mutual fund investment management agreements recognized during the year ended December 31, 2019.
Goodwill and intangible asset impairment charges increased by $10.8 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increase was primarily due to an $18.0 million impairment related
to certain mutual fund investment management agreements recognized during the year ended December 31, 2019,
partially offset by a $7.2 million impairment related to certain investment management contracts during the year ended
December 31, 2018.
Depreciation and amortization
Depreciation and amortization expenses decreased $13.4 million during the year ended December 31, 2020, compared to
the year ended December 31, 2019. The decrease was primarily due to a decrease in the amortization of intangible assets
resulting from the sale of Geneva and the impairment of certain client relationships, partially offset by an increase in the
amortization of internal software of $1.9 million during the year ended December 31, 2020. For more information, refer
to Note 7 — Goodwill and Intangible Assets in Part II, Item 8, Financial Statements and Supplementary Data.
42
43
During the year ended December 31, 2019, employee compensation and benefits decreased $10.5 million compared to
the year ended December 31, 2018. The decrease was primarily driven by a lower bonus pool and other variable
compensation of $14.3 million. Lower headcount and favorable foreign currency translation also contributed $5.7
million and $5.3 million, respectively, to the decrease in employee compensation and benefits. These decreases were
partially offset by increases in fixed staff compensation due to temporary staffing charges and project costs of $8.8
million and annual base-pay increases of $6.5 million during the year ended December 31, 2019.
Long-term incentive plans
Long-term incentive plans decreased by $14.2 million during the year ended December 31, 2020, compared to the year
ended December 31, 2019, primarily driven by decreases of $14.5 million due to the roll-off of vested awards exceeding
new awards and $2.0 million in mark-to-market adjustments related to mutual fund share awards and valuation
adjustments for certain Intech long-term incentive awards.
Long-term incentive plans decreased by $4.3 million during the year ended December 31, 2019, compared to the year
ended December 31, 2018, primarily driven by decreases of $7.5 million due to the roll-off of vested awards exceeding
new awards and favorable foreign currency translation of $4.1 million. These decreases were partially offset by $6.5
million in fair value adjustments related to mutual fund awards and certain Intech long-term incentive awards during the
year ended December 31, 2019.
Distribution expenses
Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are
typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses increased $20.1
million during the year ended December 31, 2020, compared to the year ended December 31, 2019, primarily due to an
increase of $18.4 million driven by an improvement in average intermediary-sourced AUM. A $1.2 million increase in
other international distribution expenses also contributed to the year-over-year increase in distribution expenses.
Distribution expenses decreased $2.4 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. A decline in average AUM and lower management fee margins contributed $31.7 million and $6.4
million to the decrease, respectively. These decreases were partially offset by a $31.9 million increase due to correcting
the presentation of certain servicing fees and expenses as discussed in the Shareowner servicing fees section above.
Investment administration
Investment administration expenses, which represent back-office operations (including fund administration and fund
accounting), increased $2.1 million during the year ended December 31, 2020, compared to the year ended December
31, 2019, primarily due to an increase in custodial and transfer agent administration fees.
Investment administration expenses increased $1.0 million during the year ended December 31, 2019, compared to the
year ended December 31, 2018. There were no significant items driving the increase in investment administration
expenses.
Marketing
pandemic.
During the year ended December 31, 2020, marketing expenses decreased $11.5 million, compared to the year ended
December 31, 2019, primarily due to fewer marketing events and advertising campaigns during the COVID-19
During the year ended December 31, 2019, marketing expenses decreased $6.8 million, compared to the year ended
December 31, 2018. The decrease was primarily driven by lower marketing material and advertising costs during 2019.
General, administrative and occupancy
General, administrative and occupancy expenses decreased $5.6 million during the year ended December 31, 2020,
compared to the year ended December 31, 2019. The decrease was primarily due to a $17.4 million reduction in travel
expenses as a result of reduced travel during the COVID-19 pandemic and a $3.4 million decrease in the impairment of
sub-leased office space. These decreases were partially offset by increases of $5.7 million in consultancy fees related to
upgrades to our order management system and certain project costs, $3.4 million in software licensing and upgrade
costs, $2.3 million in charitable contributions, $2.0 million in regulatory insurance fees, and unfavorable foreign
currency translation of $1.0 million during the year ended December 31, 2020.
General, administrative and occupancy expenses increased $7.1 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increase was primarily due to increases of $10.2 million in rent
expense resulting from charges related to the early exit of leased office space in the UK, $4.7 million in legal and
professional consultancy fees, $3.0 million in software licensing costs and $2.4 million in market data costs during the
year ended December 31, 2019, compared to the year ended December 31, 2018. These increases were partially offset by
the initial outcome of the Richard Pease v. Henderson Administration Limited court case, which increased 2018 general,
administrative and occupancy expenses by $12.2 million. We appealed the court case in 2019 and the outcome of the
appeal favorably impacted general, administrative and occupancy expenses in 2019 by $5.5 million.
Impairment of goodwill and intangible assets
Goodwill and intangible asset impairment charges increased by $495.7 million during the year ended December 31,
2020, compared to the year ended December 31, 2019. The increase was due to a $123.5 million impairment of our
goodwill, $363.8 million impairment of certain mutual fund investment management agreements and client
relationships, and a $26.4 million impairment of the VelocityShares ETN definite-lived intangible asset recognized
during the year ended December 31, 2020. These increases were partially offset by an $18.0 million impairment related
to certain mutual fund investment management agreements recognized during the year ended December 31, 2019.
Goodwill and intangible asset impairment charges increased by $10.8 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increase was primarily due to an $18.0 million impairment related
to certain mutual fund investment management agreements recognized during the year ended December 31, 2019,
partially offset by a $7.2 million impairment related to certain investment management contracts during the year ended
December 31, 2018.
Depreciation and amortization
Depreciation and amortization expenses decreased $13.4 million during the year ended December 31, 2020, compared to
the year ended December 31, 2019. The decrease was primarily due to a decrease in the amortization of intangible assets
resulting from the sale of Geneva and the impairment of certain client relationships, partially offset by an increase in the
amortization of internal software of $1.9 million during the year ended December 31, 2020. For more information, refer
to Note 7 — Goodwill and Intangible Assets in Part II, Item 8, Financial Statements and Supplementary Data.
42
43
Non-Operating Income and Expenses
Non-operating income and expenses (in millions):
Interest expense
Investment gains (losses), net
Other non-operating income, net
Income tax provision
Interest expense
$
Year ended December 31,
2019
2020
2018
2020 vs.
2019
2019 vs.
2018
(12.9) $
57.5
39.7
(59.5)
(15.1) $
34.2
23.5
(137.8)
(15.7)
(40.9)
68.6
(162.2)
15 %
68 %
69 %
57 %
4 %
184 %
(66) %
15 %
Interest expense decreased $2.2 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019. The decrease was primarily due to a reduction in the unwind of the discount related to Geneva
contingent consideration during the year ended December 31, 2020. Additionally, the year ended December 31, 2019,
also included interest expense in relation to accretion of earnouts for previous business acquisitions, which was fully
paid during the year ended December 31, 2019.
Interest expense decreased $0.6 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. The decrease was primarily due to interest associated with the 0.750% Convertible Senior Notes
due 2018 (“2018 Convertible Notes”), which matured and were settled in 2018.
Investment gains (losses), net
The components of investment gains (losses), net for the years ended December 31, 2020, 2019 and 2018, were as
follows (in millions):
Year ended December 31,
2019
2020
2018
2020 vs.
2019
2019 vs.
2018
Investment gains (losses), net (in millions):
Seeded investment products and hedges, net
Third-party ownership interests in seeded investment
products
Long Tail Alpha equity method investment
Deferred equity plan
Other
Investment gains (losses), net
$
20.1
6.0
2.1
2.7
57.5 $
17.2
1.5
9.5
2.5
34.2 $
(25.3)
2.0
(0.1)
(0.2)
(40.9)
17 %
300 %
(78) %
8 %
68 %
168 %
(25) %
9,600 %
1,350 %
184 %
$
26.6 $
3.5 $
(17.3)
660 %
120 %
Net loss (income) attributable to noncontrolling interests
Investment gains (losses), net moved favorably by $23.3 million during the year ended December 31, 2020, compared to
the year ended December 31, 2019, primarily due to fair value adjustments in relation to our seeded investment products
and the consolidation of third-party ownership interests in seeded investment products.
Investment gains (losses), net moved favorably by $75.1 million during the year ended December 31, 2019, compared to
the year ended December 31, 2018, primarily due to fair value adjustments in relation to our seeded investment products
and hedging instruments.
Other non-operating income, net
Other non-operating income, net improved $16.2 million during the year ended December 31, 2020, compared to the
year ended December 31, 2019. The increase was primarily due to a $16.2 million gain and $7.1 million contingent
consideration adjustment in relation to the sale of Geneva, and favorable foreign currency translation of $19.3 million
recognized during the year ended December 31, 2020. These increases were partially offset by a $20.0 million
contingent consideration adjustment associated with Geneva due to an updated forecast recognized during the year ended
December 31, 2019, and an $8.0 million decrease in interest income driven by lower interest rates during the year ended
December 31, 2020.
44
45
Other non-operating income, net declined $45.1 million during the year ended December 31, 2019, compared to the year
ended December 31, 2018. The decrease was primarily due to a $26.8 million fair value adjustment related to options
issued to Dai-ichi Life, which expired in October 2018, and a $22.3 million gain on the sale of our back-office and
middle-office functions in the U.S., both of which benefited other non-operating income, net during 2018. Also
contributing to the decline was unfavorable foreign currency translation of $20.4 million. These decreases were partially
offset by a $20.0 million contingent consideration adjustment associated with Geneva recognized during the year ended
December 31, 2019.
Income Tax Provision
Effective tax rate
Our effective tax rates for the years ended December 31, 2020, 2019 and 2018, were as follows:
Year ended December 31,
2020
2019
2018
24.6 %
23.6 %
24.5 %
The effective tax rate for 2020 was impacted by the enactment of Finance Act 2020, where the UK government
announced the UK tax rate would remain at 19% and not reduce to 17% as scheduled. As a result, the UK deferred assets
and liabilities were revalued from 17% to 19%, creating a non-cash deferred tax expense of $6.9 million. The effective
tax rate was also impacted by the permanent component of the impairment charge that relates to non-deductible
intangible assets and goodwill. Aside from the reduction of income before taxes, the majority of the impairment charges
did not have a direct impact on the effective tax rate as these amounts related to temporary differences that adjusted our
deferred tax balances recognized in connection with prior taxable asset acquisitions.
We anticipate our annual statutory tax rate will be in the 23% to 25% range in 2021. The primary influence driving the
annual statutory tax rate above the average statutory tax rate for 2021 is the mix shift in regional profitability with
different tax jurisdictions. Any tax legislative changes and new or proposed Treasury regulations may result in additional
income tax impacts, which could be material in the period any such changes are enacted.
The components of net loss (income) attributable to noncontrolling interests for the years ended December 31, 2020,
2019 and 2018, were as follows (in millions):
Net loss (income) attributable to noncontrolling
interests (in millions):
Consolidated seeded investment products
Majority-owned subsidiaries
Total net loss (income) attributable to noncontrolling
Year ended December 31,
2020
2019
2018
2020 vs.
2019
2019 vs.
2018
$
(20.1) $
(17.2) $
25.3
(0.9)
(0.9)
(1.1)
17 %
0 %
168 %
18 %
interests
$
(21.0) $
(18.1) $
24.2
16 %
175 %
Net loss (income) attributable to noncontrolling interests improved by $2.9 million during the year ended December 31,
2020, compared to the year ended December 31, 2019, and by $42.3 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increases were primarily due to third-party ownership interests in
consolidated seeded investment products and fair value adjustments in relation to our seeded investment products.
2021 operating expenses
We expect to see increased operating leverage in 2021. Non-compensation operating expenses are expected to increase
in 2021 compared to 2020, primarily due to the impact of currency rates and higher marketing expenses. The increase in
non-compensation operating expenses is expected to be in the mid-single digits. At current market levels, the adjusted
Non-Operating Income and Expenses
Non-operating income and expenses (in millions):
Interest expense
Investment gains (losses), net
Other non-operating income, net
Income tax provision
Interest expense
Year ended December 31,
2020 vs.
2019 vs.
2020
2019
2018
2019
2018
$
(12.9) $
(15.1) $
57.5
39.7
34.2
23.5
(15.7)
(40.9)
68.6
(59.5)
(137.8)
(162.2)
15 %
68 %
69 %
57 %
4 %
184 %
(66) %
15 %
Interest expense decreased $2.2 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019. The decrease was primarily due to a reduction in the unwind of the discount related to Geneva
contingent consideration during the year ended December 31, 2020. Additionally, the year ended December 31, 2019,
also included interest expense in relation to accretion of earnouts for previous business acquisitions, which was fully
paid during the year ended December 31, 2019.
Interest expense decreased $0.6 million during the year ended December 31, 2019, compared to the year ended
December 31, 2018. The decrease was primarily due to interest associated with the 0.750% Convertible Senior Notes
due 2018 (“2018 Convertible Notes”), which matured and were settled in 2018.
Investment gains (losses), net
follows (in millions):
The components of investment gains (losses), net for the years ended December 31, 2020, 2019 and 2018, were as
Investment gains (losses), net (in millions):
Seeded investment products and hedges, net
Third-party ownership interests in seeded investment
Long Tail Alpha equity method investment
products
Deferred equity plan
Other
Year ended December 31,
2020 vs.
2019 vs.
2020
2019
2018
2019
2018
$
26.6 $
3.5 $
(17.3)
660 %
120 %
20.1
6.0
2.1
2.7
17.2
1.5
9.5
2.5
(25.3)
2.0
(0.1)
(0.2)
17 %
300 %
168 %
(25) %
(78) %
9,600 %
8 %
1,350 %
68 %
184 %
Investment gains (losses), net
$
57.5 $
34.2 $
(40.9)
Investment gains (losses), net moved favorably by $23.3 million during the year ended December 31, 2020, compared to
the year ended December 31, 2019, primarily due to fair value adjustments in relation to our seeded investment products
and the consolidation of third-party ownership interests in seeded investment products.
Investment gains (losses), net moved favorably by $75.1 million during the year ended December 31, 2019, compared to
the year ended December 31, 2018, primarily due to fair value adjustments in relation to our seeded investment products
and hedging instruments.
Other non-operating income, net
Other non-operating income, net improved $16.2 million during the year ended December 31, 2020, compared to the
year ended December 31, 2019. The increase was primarily due to a $16.2 million gain and $7.1 million contingent
consideration adjustment in relation to the sale of Geneva, and favorable foreign currency translation of $19.3 million
recognized during the year ended December 31, 2020. These increases were partially offset by a $20.0 million
contingent consideration adjustment associated with Geneva due to an updated forecast recognized during the year ended
December 31, 2019, and an $8.0 million decrease in interest income driven by lower interest rates during the year ended
December 31, 2020.
Other non-operating income, net declined $45.1 million during the year ended December 31, 2019, compared to the year
ended December 31, 2018. The decrease was primarily due to a $26.8 million fair value adjustment related to options
issued to Dai-ichi Life, which expired in October 2018, and a $22.3 million gain on the sale of our back-office and
middle-office functions in the U.S., both of which benefited other non-operating income, net during 2018. Also
contributing to the decline was unfavorable foreign currency translation of $20.4 million. These decreases were partially
offset by a $20.0 million contingent consideration adjustment associated with Geneva recognized during the year ended
December 31, 2019.
Income Tax Provision
Our effective tax rates for the years ended December 31, 2020, 2019 and 2018, were as follows:
Effective tax rate
Year ended December 31,
2019
23.6 %
2020
24.6 %
2018
24.5 %
The effective tax rate for 2020 was impacted by the enactment of Finance Act 2020, where the UK government
announced the UK tax rate would remain at 19% and not reduce to 17% as scheduled. As a result, the UK deferred assets
and liabilities were revalued from 17% to 19%, creating a non-cash deferred tax expense of $6.9 million. The effective
tax rate was also impacted by the permanent component of the impairment charge that relates to non-deductible
intangible assets and goodwill. Aside from the reduction of income before taxes, the majority of the impairment charges
did not have a direct impact on the effective tax rate as these amounts related to temporary differences that adjusted our
deferred tax balances recognized in connection with prior taxable asset acquisitions.
We anticipate our annual statutory tax rate will be in the 23% to 25% range in 2021. The primary influence driving the
annual statutory tax rate above the average statutory tax rate for 2021 is the mix shift in regional profitability with
different tax jurisdictions. Any tax legislative changes and new or proposed Treasury regulations may result in additional
income tax impacts, which could be material in the period any such changes are enacted.
Net loss (income) attributable to noncontrolling interests
The components of net loss (income) attributable to noncontrolling interests for the years ended December 31, 2020,
2019 and 2018, were as follows (in millions):
Year ended December 31,
2019
2020
2018
2020 vs.
2019
2019 vs.
2018
Net loss (income) attributable to noncontrolling
interests (in millions):
Consolidated seeded investment products
Majority-owned subsidiaries
Total net loss (income) attributable to noncontrolling
interests
$
(20.1) $
(0.9)
(17.2) $
(0.9)
25.3
(1.1)
17 %
0 %
168 %
18 %
$
(21.0) $
(18.1) $
24.2
16 %
175 %
Net loss (income) attributable to noncontrolling interests improved by $2.9 million during the year ended December 31,
2020, compared to the year ended December 31, 2019, and by $42.3 million during the year ended December 31, 2019,
compared to the year ended December 31, 2018. The increases were primarily due to third-party ownership interests in
consolidated seeded investment products and fair value adjustments in relation to our seeded investment products.
2021 operating expenses
We expect to see increased operating leverage in 2021. Non-compensation operating expenses are expected to increase
in 2021 compared to 2020, primarily due to the impact of currency rates and higher marketing expenses. The increase in
non-compensation operating expenses is expected to be in the mid-single digits. At current market levels, the adjusted
44
45
compensation to revenue ratio is expected to decrease to the low end of the 40s in 2021, primarily due to higher AUM
and keeping fixed compensation expenses relatively flat year-over-year.
Alternative performance measures
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, JHG management evaluates our profitability and
our ongoing operations using additional non-GAAP financial measures. These measures are not in accordance with, or a
substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other
companies. Management uses these performance measures to evaluate the business, and adjusted values are consistent
with internal management reporting. We have provided a reconciliation below of our non-GAAP financial measures to
the most directly comparable GAAP measures.
The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and
diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net
income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2020
and 2019 (in millions, except per share and operating margin data):
Reconciliation of operating expenses to adjusted operating expenses
Reconciliation of revenue to adjusted revenue
Revenue
Management fees
Shareowner servicing fees
Other revenue
Adjusted revenue(1)
Operating expenses
Employee compensation and benefits(2)
Long-term incentive plans(2)
Distribution expenses(1)
General, administrative and occupancy(2)
Impairment of goodwill and intangible assets(3)
Depreciation and amortization(3)
Adjusted operating expenses
Adjusted operating income
Operating margin(4)
Adjusted operating margin(5)
attributable to JHG
Net income attributable to JHG
Employee compensation and benefits(2)
Long-term incentive plans(2)
General, administrative and occupancy(2)
Impairment of goodwill and intangible assets(3)
Depreciation and amortization(3)
Interest expense(6)
Investment gains, net(6)
Other non-operating income (expenses), net(6)
Income tax provision(7)
Adjusted net income attributable to JHG
Reconciliation of net income attributable to JHG to adjusted net income
Year ended
December 31,
2020
Year ended
December 31,
2019
$
2,298.6 $
2,192.4
(183.8)
(170.3)
(110.3)
(189.6)
(149.4)
(105.3)
1,834.2 $
1,748.1
2,140.8 $
1,651.5
$
$
$
1,137.5 $
1,121.5
$
161.6 $
(2.3)
0.5
(464.4)
(11.0)
(513.7)
(12.4)
696.7
6.9%
38.0%
2.3
(0.5)
11.0
513.7
12.4
0.1
(1.4)
(28.7)
(112.6)
557.9
(16.4)
(19.1)
0.8
(444.3)
(20.0)
(18.0)
(29.4)
626.6
24.7%
35.8%
427.6
19.1
(0.8)
20.0
18.0
29.4
2.5
—
(24.3)
(13.2)
478.3
(13.1)
465.2
188.6
2.21
2.47
Less: allocation of earnings to participating stock-based awards
Adjusted net income attributable to JHG common shareholders
Weighted-average common shares outstanding — diluted (two class)
Diluted earnings per share (two class)(8)
Adjusted diluted earnings per share (two class)(9)
$
$
$
541.5 $
179.9
0.87 $
3.01 $
(1) We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for
distribution and servicing related activities are either provided for separately in an investment product’s prospectus
or are part of the management fee. Under both arrangements, the fees are collected by us and passed-through to
third-party intermediaries who are responsible for performing the applicable services. The majority of distribution
and servicing fees we collect are passed through to third-party intermediaries. JHG management believes that the
deduction of distribution and service fees from revenue in the computation of adjusted revenue reflects the pass-
through nature of these revenues. In certain arrangements, we perform the distribution and servicing activities and
46
47
compensation to revenue ratio is expected to decrease to the low end of the 40s in 2021, primarily due to higher AUM
Alternative performance measures
and keeping fixed compensation expenses relatively flat year-over-year.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, JHG management evaluates our profitability and
our ongoing operations using additional non-GAAP financial measures. These measures are not in accordance with, or a
substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other
companies. Management uses these performance measures to evaluate the business, and adjusted values are consistent
with internal management reporting. We have provided a reconciliation below of our non-GAAP financial measures to
the most directly comparable GAAP measures.
The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and
diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net
income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2020
and 2019 (in millions, except per share and operating margin data):
Reconciliation of revenue to adjusted revenue
Revenue
Management fees
Shareowner servicing fees
Other revenue
Adjusted revenue(1)
Reconciliation of operating expenses to adjusted operating expenses
Operating expenses
Employee compensation and benefits(2)
Long-term incentive plans(2)
Distribution expenses(1)
General, administrative and occupancy(2)
Impairment of goodwill and intangible assets(3)
Depreciation and amortization(3)
Adjusted operating expenses
Adjusted operating income
Operating margin(4)
Adjusted operating margin(5)
Reconciliation of net income attributable to JHG to adjusted net income
attributable to JHG
Net income attributable to JHG
Employee compensation and benefits(2)
Long-term incentive plans(2)
General, administrative and occupancy(2)
Impairment of goodwill and intangible assets(3)
Depreciation and amortization(3)
Interest expense(6)
Investment gains, net(6)
Other non-operating income (expenses), net(6)
Income tax provision(7)
Adjusted net income attributable to JHG
Less: allocation of earnings to participating stock-based awards
Adjusted net income attributable to JHG common shareholders
Weighted-average common shares outstanding — diluted (two class)
Diluted earnings per share (two class)(8)
Adjusted diluted earnings per share (two class)(9)
$
$
$
$
$
$
$
$
Year ended
December 31,
2020
Year ended
December 31,
2019
2,298.6 $
(183.8)
(170.3)
(110.3)
1,834.2 $
2,140.8 $
(2.3)
0.5
(464.4)
(11.0)
(513.7)
(12.4)
1,137.5 $
696.7
6.9%
38.0%
161.6 $
2.3
(0.5)
11.0
513.7
12.4
0.1
(1.4)
(28.7)
(112.6)
557.9
(16.4)
541.5 $
179.9
0.87 $
3.01 $
2,192.4
(189.6)
(149.4)
(105.3)
1,748.1
1,651.5
(19.1)
0.8
(444.3)
(20.0)
(18.0)
(29.4)
1,121.5
626.6
24.7%
35.8%
427.6
19.1
(0.8)
20.0
18.0
29.4
2.5
—
(24.3)
(13.2)
478.3
(13.1)
465.2
188.6
2.21
2.47
(1) We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for
distribution and servicing related activities are either provided for separately in an investment product’s prospectus
or are part of the management fee. Under both arrangements, the fees are collected by us and passed-through to
third-party intermediaries who are responsible for performing the applicable services. The majority of distribution
and servicing fees we collect are passed through to third-party intermediaries. JHG management believes that the
deduction of distribution and service fees from revenue in the computation of adjusted revenue reflects the pass-
through nature of these revenues. In certain arrangements, we perform the distribution and servicing activities and
46
47
retain the applicable fees. Revenues for distribution and servicing activities performed by us are not deducted from
GAAP revenue.
interest expense, dividend payments, income tax payments, contingent consideration payments and common stock
repurchases. We may also use available cash for other general corporate purposes and acquisitions.
(2) Adjustments primarily represent rent expense for subleased office space as well as integration costs in relation to the
Merger, including severance costs, legal costs and consulting fees. JHG management believes these costs do not
represent our ongoing operations.
Cash Flows
A summary of cash flow data for the years ended December 31, 2020, 2019 and 2018, was as follows (in millions):
(3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the
acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected
future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the
intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management
believes these non-cash and acquisition-related costs do not represent our ongoing operations.
(4) Operating margin is operating income divided by revenue.
(5) Adjusted operating margin is adjusted operating income divided by adjusted revenue.
(6) Adjustments primarily represent contingent consideration adjustments associated with prior acquisitions and
increased debt expense as a consequence of the fair value uplift on debt due to acquisition accounting. JHG
management believes these expenses do not represent our ongoing operations.
(7) The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each
adjustment. Certain adjustments are either not taxable or not tax-deductible.
Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary
from period to period based on the amount and timing of cash receipts and payments.
(8) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average
diluted common shares outstanding.
(9) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by
weighted-average diluted common shares outstanding.
Liquidity and Capital Resources
Our capital structure, together with available cash balances, cash flows generated from operations, and further capital
and credit market activities, if necessary, should provide us with sufficient resources to meet present and future cash
needs, including operating and other obligations as they fall due and anticipated future capital requirements.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of
December 31, 2020 and 2019 (in millions):
Cash and cash equivalents held by the Company
Investment securities held by the Company
Fees and other receivables
Debt
December 31, December 31,
2020
1,096.9 $
238.8 $
373.6 $
313.3 $
$
$
$
$
2019
732.4
223.6
334.8
316.2
Cash and cash equivalents consist primarily of cash at banks held in money market funds. Cash and cash equivalents and
investment securities held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities
(“VREs”) are not available for general corporate purposes and have been excluded from the table above.
Investment securities held by us represent seeded investment products (exclusive of investments held by consolidated
VIEs and VREs), investments related to deferred compensation plans and other less significant investments.
We believe that existing cash and cash from operations should be sufficient to satisfy our short-term capital
requirements. Expected short-term uses of cash include ordinary operating expenditures, seed capital investments,
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49
Cash flows provided by (used for):
Operating activities
Investing activities
Financing activities
equivalents
Effect of exchange rate changes on cash and cash
Net change in cash and cash equivalents
Cash balance at beginning of period
Cash balance at end of period
Year ended December 31,
2020
2019
2018
$ 645.7 $ 463.2 $ 670.8
129.4
(389.3)
100.9
(491.0)
(207.0)
(616.8)
27.5
311.6
796.5
13.0
(32.5)
(120.1)
916.6
122.4
794.2
$ 1,108.1 $ 796.5 $ 916.6
Operating Activities
Investing Activities
(in millions):
Cash provided by (used for) investing activities for the years ended December 31, 2020, 2019 and 2018, was as follows
Sales of investment securities, net
Sales (purchases) of investment securities by consolidated
seeded investment products, net
Purchase of property, equipment and software
Proceeds from sale of Geneva
Proceeds from BNP Paribas transaction, net
Cash received (paid) on settled hedges, net
Other
Year ended December 31,
2020
2019
2018
$ 134.8 $
1.5 $
35.1
(20.2)
(17.8)
38.4
—
(11.6)
5.8
(320.8)
(37.8)
36.5
(29.1)
—
—
(34.9)
2.7
—
36.5
16.0
5.9
Cash provided by (used for) investing activities
$ 129.4 $ (389.3) $ 100.9
Cash inflows from investing activities were $129.4 million during the year ended December 31, 2020, primarily due to
net sales of investment securities, proceeds from the sale of Geneva and net sales of investment securities by
consolidated seeded investment products. When comparing the year ended December 31, 2020, to the year ended
December 31, 2019, the change in cash provided by (used for) investing activities was primarily due to an increase in
cash received from net sales of investment securities within consolidated investment products. The increase was driven
by third-party redemption activity within the consolidated investment products resulting in a lower VIE investment
securities balance, which decreased from $924.8 million at December 31, 2019, to $214.6 million at December 31, 2020.
The sale of Geneva in March 2020 and an increase in sales of investment securities, less net cash paid to settle hedges
related to our seed capital hedge program, also contributed to the year-over-year change in cash provided by (used for)
investing activities. We periodically add new investment strategies to our investment product offerings by providing the
initial cash investment, or seeding. The primary purpose of seeded investment products is to generate an investment
performance track record in a product to attract third-party investors. We may redeem invested seed capital for a variety
retain the applicable fees. Revenues for distribution and servicing activities performed by us are not deducted from
GAAP revenue.
interest expense, dividend payments, income tax payments, contingent consideration payments and common stock
repurchases. We may also use available cash for other general corporate purposes and acquisitions.
(2) Adjustments primarily represent rent expense for subleased office space as well as integration costs in relation to the
Merger, including severance costs, legal costs and consulting fees. JHG management believes these costs do not
Cash Flows
represent our ongoing operations.
A summary of cash flow data for the years ended December 31, 2020, 2019 and 2018, was as follows (in millions):
(3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the
acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected
future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the
intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management
believes these non-cash and acquisition-related costs do not represent our ongoing operations.
(4) Operating margin is operating income divided by revenue.
(5) Adjusted operating margin is adjusted operating income divided by adjusted revenue.
(6) Adjustments primarily represent contingent consideration adjustments associated with prior acquisitions and
increased debt expense as a consequence of the fair value uplift on debt due to acquisition accounting. JHG
management believes these expenses do not represent our ongoing operations.
Cash flows provided by (used for):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net change in cash and cash equivalents
Cash balance at beginning of period
Cash balance at end of period
Operating Activities
Year ended December 31,
2019
2020
2018
$ 645.7 $ 463.2 $ 670.8
100.9
(616.8)
129.4
(491.0)
(389.3)
(207.0)
27.5
311.6
796.5
(32.5)
122.4
794.2
$ 1,108.1 $ 796.5 $ 916.6
13.0
(120.1)
916.6
(7) The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each
adjustment. Certain adjustments are either not taxable or not tax-deductible.
Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary
from period to period based on the amount and timing of cash receipts and payments.
(8) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average
Investing Activities
diluted common shares outstanding.
Cash provided by (used for) investing activities for the years ended December 31, 2020, 2019 and 2018, was as follows
(in millions):
Sales of investment securities, net
Sales (purchases) of investment securities by consolidated
seeded investment products, net
Purchase of property, equipment and software
Proceeds from sale of Geneva
Proceeds from BNP Paribas transaction, net
Cash received (paid) on settled hedges, net
Other
Cash provided by (used for) investing activities
Year ended December 31,
2019
2020
$ 134.8 $
1.5 $
2018
35.1
(20.2)
(17.8)
38.4
—
(11.6)
5.8
36.5
(29.1)
—
36.5
16.0
5.9
$ 129.4 $ (389.3) $ 100.9
(320.8)
(37.8)
—
—
(34.9)
2.7
Cash inflows from investing activities were $129.4 million during the year ended December 31, 2020, primarily due to
net sales of investment securities, proceeds from the sale of Geneva and net sales of investment securities by
consolidated seeded investment products. When comparing the year ended December 31, 2020, to the year ended
December 31, 2019, the change in cash provided by (used for) investing activities was primarily due to an increase in
cash received from net sales of investment securities within consolidated investment products. The increase was driven
by third-party redemption activity within the consolidated investment products resulting in a lower VIE investment
securities balance, which decreased from $924.8 million at December 31, 2019, to $214.6 million at December 31, 2020.
The sale of Geneva in March 2020 and an increase in sales of investment securities, less net cash paid to settle hedges
related to our seed capital hedge program, also contributed to the year-over-year change in cash provided by (used for)
investing activities. We periodically add new investment strategies to our investment product offerings by providing the
initial cash investment, or seeding. The primary purpose of seeded investment products is to generate an investment
performance track record in a product to attract third-party investors. We may redeem invested seed capital for a variety
48
49
(9) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by
weighted-average diluted common shares outstanding.
Liquidity and Capital Resources
Our capital structure, together with available cash balances, cash flows generated from operations, and further capital
and credit market activities, if necessary, should provide us with sufficient resources to meet present and future cash
needs, including operating and other obligations as they fall due and anticipated future capital requirements.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of
December 31, 2020 and 2019 (in millions):
Cash and cash equivalents held by the Company
Investment securities held by the Company
Fees and other receivables
Debt
December 31, December 31,
2020
2019
$
$
$
$
1,096.9 $
238.8 $
373.6 $
313.3 $
732.4
223.6
334.8
316.2
Cash and cash equivalents consist primarily of cash at banks held in money market funds. Cash and cash equivalents and
investment securities held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities
(“VREs”) are not available for general corporate purposes and have been excluded from the table above.
Investment securities held by us represent seeded investment products (exclusive of investments held by consolidated
VIEs and VREs), investments related to deferred compensation plans and other less significant investments.
We believe that existing cash and cash from operations should be sufficient to satisfy our short-term capital
requirements. Expected short-term uses of cash include ordinary operating expenditures, seed capital investments,
of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment
strategy.
Other Sources of Liquidity
Cash outflows from investing activities were $389.3 million during the year ended December 31, 2019, primarily due to
net purchases of securities by consolidated investment products; purchases of property, equipment and software; and net
cash paid on settled hedges. The change in cash from investing activities comparing the year ended December 31, 2019,
to the year ended December 31, 2018, was primarily due to sales and purchases of securities within consolidated
investment products. The increase was due to increased third-party activity within the consolidated investment products
primarily due to a larger VIE investment securities balance, which increased from $282.7 million at December 31, 2018,
to $924.8 million at December 31, 2019.
Cash inflows from investing activities in 2018 were primarily due to proceeds received from the sale of our back-office
and middle-office functions in the U.S., net sales of investment securities and cash received on settled hedges within our
economic seed hedge program. These cash inflows are partially offset by cash outflows related to property, equipment
and software purchases.
Financing Activities
Cash used for financing activities for the years ended December 31, 2020, 2019 and 2018, was as follows (in millions):
Dividends paid to shareholders
Repayment of long-term debt
Third-party (redemptions) sales in consolidated seeded investment products,
net
Purchase of common stock for stock-based compensation plans
Purchase of common stock as part of share buyback program
Payment of contingent consideration
Other
Cash used for financing activities
$
Year ended December 31,
2019
(272.4) $
—
2020
(262.9) $
—
2018
(275.1)
(95.3)
(34.0)
(49.1)
(130.8)
(13.8)
(0.4)
(491.0) $
320.8
(39.0)
(199.9)
(14.1)
(2.4)
(207.0) $
(36.5)
(86.6)
(99.8)
(22.7)
(0.8)
(616.8)
$
Cash outflows from financing activities were $491.0 million during the year ended December 31, 2020, primarily due to
dividends paid to shareholders and the purchase of common stock for the share buyback program and stock-based
compensation plans. When comparing the year ended December 31, 2020, to the year ended December 31, 2019, the
change in cash used for financing activities was impacted by net third-party redemptions within consolidated seeded
investment products primarily due to lower VIE investment securities balance, which decreased from $924.8 million at
December 31, 2019, to $214.6 million at December 31, 2020. A decrease in the purchase of common stock as part of the
2020 share buyback program also contributed to the year-over-year change in cash used for financing activities.
Cash outflows from financing activities were $207.0 million during the year ended December 31, 2019, primarily due to
dividends paid to shareholders and the purchase of common stock for the share buyback program, partially offset by
third-party sales in consolidated seeded investment products. The change in cash from financing activities comparing the
year ended December 31, 2019 to 2018, was primarily due to sales and purchases of securities within consolidated
investment products. The increase was due to increased third-party activity within the consolidated investment products
primarily due to a larger VIE investment securities balance, which increased from $282.7 million at December 31, 2018,
to $924.8 million at December 31, 2019.
Cash outflows from financing activities in 2018 were primarily due to $275.1 million of dividends paid to shareholders,
common stock purchase for stock-based compensation plans and the share buyback program totaling $186.4 million, and
payment of the remaining principal balance related to the 2018 Convertible Notes.
At December 31, 2020, we had a $200 million unsecured, revolving credit facility (“Credit Facility”). The Credit Facility
includes an option for us to request an increase to our borrowing of up to an additional $50.0 million. The maturity date
of the Credit Facility is February 16, 2024.
The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the
relevant interbank offer rate plus a spread.
The Credit Facility contains a financial covenant with respect to leverage. The financing leverage ratio cannot exceed
3.00x EBITDA. At the latest practicable date before the date of this report, we were in compliance with all covenants
and there were no borrowings under the Credit Facility.
We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies. We
strive to ensure that we are compliant with our regulatory obligations at all times. Our primary capital requirement
relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Henderson Group Holdings
Asset Management Limited, all of its subsidiaries and Janus Capital International Limited (“JCIL”). JCIL is included to
meet the requirements of certain regulations under the Banking Consolidation Directive. The combined capital
requirement is £327.1 million ($447.1 million), resulting in £189.5 million ($259.0 million) of capital above the
requirement as of December 31, 2020, based upon internal calculations. Capital requirements in other jurisdictions are
Regulatory Capital
not significant.
Contractual Obligations
The following table presents contractual obligations and associated maturities at December 31, 2020 (in millions):
Less than
More than
1 year
1 to 3 years 3 to 5 years 5 years
Total
$
— $
— $ 300.0 $
— $ 300.0
14.6
0.5
32.3
43.9
1.4
79.0
8.5
0.2
—
—
67.0
2.1
33.3
21.0
165.6
$ 47.4 $ 124.3 $ 342.0 $
21.0 $ 534.7
Debt maturing in three to five years represents the principal value of the 4.875% Senior Notes due 2025 (“2025 Senior
Debt
Interest payments
Finance leases
Operating leases
Total
Notes”).
Short-Term Liquidity Requirements
Common Stock Purchases
On February 3, 2020, the Board approved a new on-market share buyback program pursuant to which we were
authorized to repurchase up to $200 million of our common stock on the NYSE and CDIs on the ASX at any time prior
to the date of our 2021 Annual General Meeting (the “Corporate Buyback Program”). We commenced repurchases under
the Corporate Buyback Program in March 2020 and, during the year ended December 31, 2020, we repurchased
6,572,517 shares of our common stock and CDIs for $130.8 million. We terminated the Corporate Buyback Program on
February 9, 2021, following completion of the Block Repurchase described below.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary offering
and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (the “Block
Repurchase”) for a total of approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the
50
51
Cash outflows from investing activities were $389.3 million during the year ended December 31, 2019, primarily due to
net purchases of securities by consolidated investment products; purchases of property, equipment and software; and net
cash paid on settled hedges. The change in cash from investing activities comparing the year ended December 31, 2019,
to the year ended December 31, 2018, was primarily due to sales and purchases of securities within consolidated
investment products. The increase was due to increased third-party activity within the consolidated investment products
primarily due to a larger VIE investment securities balance, which increased from $282.7 million at December 31, 2018,
to $924.8 million at December 31, 2019.
Cash inflows from investing activities in 2018 were primarily due to proceeds received from the sale of our back-office
and middle-office functions in the U.S., net sales of investment securities and cash received on settled hedges within our
economic seed hedge program. These cash inflows are partially offset by cash outflows related to property, equipment
and software purchases.
Financing Activities
Cash used for financing activities for the years ended December 31, 2020, 2019 and 2018, was as follows (in millions):
Dividends paid to shareholders
Repayment of long-term debt
Third-party (redemptions) sales in consolidated seeded investment products,
Purchase of common stock for stock-based compensation plans
Purchase of common stock as part of share buyback program
Payment of contingent consideration
net
Other
Cash used for financing activities
Year ended December 31,
2020
2019
2018
$
(262.9) $
(272.4) $
(275.1)
—
—
(95.3)
(34.0)
(49.1)
(130.8)
(13.8)
(0.4)
320.8
(39.0)
(199.9)
(14.1)
(2.4)
(36.5)
(86.6)
(99.8)
(22.7)
(0.8)
$
(491.0) $
(207.0) $
(616.8)
Cash outflows from financing activities were $491.0 million during the year ended December 31, 2020, primarily due to
dividends paid to shareholders and the purchase of common stock for the share buyback program and stock-based
compensation plans. When comparing the year ended December 31, 2020, to the year ended December 31, 2019, the
change in cash used for financing activities was impacted by net third-party redemptions within consolidated seeded
investment products primarily due to lower VIE investment securities balance, which decreased from $924.8 million at
December 31, 2019, to $214.6 million at December 31, 2020. A decrease in the purchase of common stock as part of the
2020 share buyback program also contributed to the year-over-year change in cash used for financing activities.
Cash outflows from financing activities were $207.0 million during the year ended December 31, 2019, primarily due to
dividends paid to shareholders and the purchase of common stock for the share buyback program, partially offset by
third-party sales in consolidated seeded investment products. The change in cash from financing activities comparing the
year ended December 31, 2019 to 2018, was primarily due to sales and purchases of securities within consolidated
investment products. The increase was due to increased third-party activity within the consolidated investment products
primarily due to a larger VIE investment securities balance, which increased from $282.7 million at December 31, 2018,
to $924.8 million at December 31, 2019.
Cash outflows from financing activities in 2018 were primarily due to $275.1 million of dividends paid to shareholders,
common stock purchase for stock-based compensation plans and the share buyback program totaling $186.4 million, and
payment of the remaining principal balance related to the 2018 Convertible Notes.
of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment
Other Sources of Liquidity
strategy.
At December 31, 2020, we had a $200 million unsecured, revolving credit facility (“Credit Facility”). The Credit Facility
includes an option for us to request an increase to our borrowing of up to an additional $50.0 million. The maturity date
of the Credit Facility is February 16, 2024.
The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the
relevant interbank offer rate plus a spread.
The Credit Facility contains a financial covenant with respect to leverage. The financing leverage ratio cannot exceed
3.00x EBITDA. At the latest practicable date before the date of this report, we were in compliance with all covenants
and there were no borrowings under the Credit Facility.
Regulatory Capital
We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies. We
strive to ensure that we are compliant with our regulatory obligations at all times. Our primary capital requirement
relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Henderson Group Holdings
Asset Management Limited, all of its subsidiaries and Janus Capital International Limited (“JCIL”). JCIL is included to
meet the requirements of certain regulations under the Banking Consolidation Directive. The combined capital
requirement is £327.1 million ($447.1 million), resulting in £189.5 million ($259.0 million) of capital above the
requirement as of December 31, 2020, based upon internal calculations. Capital requirements in other jurisdictions are
not significant.
Contractual Obligations
The following table presents contractual obligations and associated maturities at December 31, 2020 (in millions):
Debt
Interest payments
Finance leases
Operating leases
Total
More than
Less than
1 year
$
— $
1 to 3 years 3 to 5 years 5 years
— $ 300.0 $
8.5
0.2
33.3
$ 47.4 $ 124.3 $ 342.0 $
Total
— $ 300.0
67.0
—
2.1
—
21.0
165.6
21.0 $ 534.7
14.6
0.5
32.3
43.9
1.4
79.0
Debt maturing in three to five years represents the principal value of the 4.875% Senior Notes due 2025 (“2025 Senior
Notes”).
Short-Term Liquidity Requirements
Common Stock Purchases
On February 3, 2020, the Board approved a new on-market share buyback program pursuant to which we were
authorized to repurchase up to $200 million of our common stock on the NYSE and CDIs on the ASX at any time prior
to the date of our 2021 Annual General Meeting (the “Corporate Buyback Program”). We commenced repurchases under
the Corporate Buyback Program in March 2020 and, during the year ended December 31, 2020, we repurchased
6,572,517 shares of our common stock and CDIs for $130.8 million. We terminated the Corporate Buyback Program on
February 9, 2021, following completion of the Block Repurchase described below.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary offering
and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (the “Block
Repurchase”) for a total of approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the
50
51
price at which the shares of common stock were sold to the public in the secondary offering, less the underwriting
discount. The Block Repurchase was authorized by the Board and is distinct from the Corporate Buyback Program. As a
result of the completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We
did not receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We typically satisfy these entitlements by using existing shares of common
stock that we repurchased on-market (“Share Plans Repurchases”). These repurchases are in addition to the repurchases
under the Corporate Repurchase Program discussed above. As a policy, we do not issue new shares to employees as part
of our annual compensation practices. During the year ended December 31, 2020, our Share Plans Repurchases totaled
2,175,411 shares at an average price of $23.26.
During the first quarter of 2021, we intend to repurchase shares on-market for the annual share grants associated with the
2020 variable compensation payable to our employees.
Dividends
The payment of cash dividends is within the discretion of our Board and depends on many factors, including our results
of operations, financial condition, capital requirements, general business conditions and legal requirements.
Dividends declared and paid during the year ended December 31, 2020, were as follows:
Dividend
per share
0.36
0.36
0.36
0.36
$
$
$
$
Date
declared
February 3, 2020
April 29, 2020
July 28, 2020
October 28, 2020
$
$
$
$
Dividends paid
(in US$ millions)
66.2
66.1
65.8
64.8
Date
paid
March 5, 2020
June 3, 2020
August 26, 2020
November 23, 2020
On February 3, 2021, our Board declared a cash dividend of $0.36 per share. The quarterly dividend will be paid on
March 3, 2021, to shareholders of record at the close of business on February 17, 2021.
Long-Term Liquidity Requirements
Expected long-term commitments as of December 31, 2020, include principal and interest payments related to the 2025
Senior Notes, operating and finance lease payments, Intech senior profits interests awards, Intech appreciation rights and
phantom interests, and Intech noncontrolling interests. We expect to fund our long-term commitments with existing cash
and cash generated from operations or by accessing capital and credit markets as necessary.
Contingent Consideration
2025 Senior Notes
The 2025 Senior Notes have a principal amount of $300.0 million, pay interest at 4.875% semiannually on February 1
and August 1 of each year, and mature on August 1, 2025.
Intech
Intech has granted long-term incentive awards to retain and incentivize employees. The awards consist of appreciation
rights, profits interests and phantom interests, and are designed to give recipients an equity-like stake in Intech. The
grant date fair value of the appreciation rights is amortized using a graded basis over the 10-year vesting period. The
awards are exercisable upon termination of employment from Intech to the extent vested. The profits interests and
phantom interests awards entitle recipients to 9.1% of Intech’s pre-incentive profits.
52
53
Defined Benefit Pension Plan
The main defined benefit pension plan sponsored by us is the defined benefit section of the Janus Henderson Group UK
Pension Scheme (“JHGPS” or the “Plan”), previously the Henderson Group Pension Scheme, which closed to new
members on November 15, 1999. The latest triennial valuation of our defined benefit pension plan resulted in a surplus
on a technical basis of $16.4 million. For more information, refer to Note 16 — Retirement Benefit Plans in Part II, Item
8, Financial Statements and Supplementary Data.
Off-Balance Sheet Arrangements
We are not party to any off-balance sheet arrangements that may provide, or require us to provide, financing, liquidity,
market or credit risk support that is not reflected in the consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. In
general, management’s estimates are based on historical experience, information from third-party professionals, as
appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances.
Actual results could differ from those estimates made by management. The critical accounting policies and estimates
relate to the areas of investment securities, contingent consideration, goodwill and intangible assets, retirement benefit
plans and income taxes.
Valuation of Investment Securities
Fair value of our investment securities is generally determined using observable market data based on recent trading
activity. Where observable market data is unavailable due to a lack of trading activity, we use internally developed
models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair
value requires significant management judgment, including benchmarking to similar instruments with observable market
data and applying appropriate discounts that reflect differences between the securities that we are valuing and the
selected benchmark. Any variation in the assumptions used to approximate fair value could have a material adverse
effect on our Consolidated Balance Sheets and results of operations.
Contingent consideration, resulting from business combinations, is recognized at fair value at the acquisition date as part
of the business combination and discounted where the time value of money is material. The determination of the fair
value is based on discounted cash flows, with the key assumptions being the probability of meeting each performance
target and the discount factor applied. When the contingent consideration meets the definition of a financial liability, it is
subsequently re-measured to fair value at each reporting date through net income. Finance charges, where discounting
has been applied, are also recognized through net income.
Accounting for Goodwill and Intangible Assets
The recognition and measurement of goodwill and intangible assets require significant management estimates and
judgment, including the valuation and expected life determination in connection with the initial purchase price allocation
and the ongoing evaluation for impairment. The judgment exercised by management in arriving at these valuations
includes the selection of market growth rates, fund flow assumptions, expected margins and costs.
price at which the shares of common stock were sold to the public in the secondary offering, less the underwriting
discount. The Block Repurchase was authorized by the Board and is distinct from the Corporate Buyback Program. As a
result of the completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We
did not receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We typically satisfy these entitlements by using existing shares of common
stock that we repurchased on-market (“Share Plans Repurchases”). These repurchases are in addition to the repurchases
under the Corporate Repurchase Program discussed above. As a policy, we do not issue new shares to employees as part
of our annual compensation practices. During the year ended December 31, 2020, our Share Plans Repurchases totaled
2,175,411 shares at an average price of $23.26.
During the first quarter of 2021, we intend to repurchase shares on-market for the annual share grants associated with the
2020 variable compensation payable to our employees.
Dividends
The payment of cash dividends is within the discretion of our Board and depends on many factors, including our results
of operations, financial condition, capital requirements, general business conditions and legal requirements.
Dividends declared and paid during the year ended December 31, 2020, were as follows:
Dividend
per share
0.36
0.36
0.36
0.36
$
$
$
$
Date
declared
February 3, 2020
April 29, 2020
July 28, 2020
October 28, 2020
$
$
$
$
Dividends paid
(in US$ millions)
Date
paid
March 5, 2020
June 3, 2020
August 26, 2020
November 23, 2020
66.2
66.1
65.8
64.8
On February 3, 2021, our Board declared a cash dividend of $0.36 per share. The quarterly dividend will be paid on
March 3, 2021, to shareholders of record at the close of business on February 17, 2021.
Long-Term Liquidity Requirements
Expected long-term commitments as of December 31, 2020, include principal and interest payments related to the 2025
Senior Notes, operating and finance lease payments, Intech senior profits interests awards, Intech appreciation rights and
phantom interests, and Intech noncontrolling interests. We expect to fund our long-term commitments with existing cash
and cash generated from operations or by accessing capital and credit markets as necessary.
2025 Senior Notes
Intech
The 2025 Senior Notes have a principal amount of $300.0 million, pay interest at 4.875% semiannually on February 1
and August 1 of each year, and mature on August 1, 2025.
Intech has granted long-term incentive awards to retain and incentivize employees. The awards consist of appreciation
rights, profits interests and phantom interests, and are designed to give recipients an equity-like stake in Intech. The
grant date fair value of the appreciation rights is amortized using a graded basis over the 10-year vesting period. The
awards are exercisable upon termination of employment from Intech to the extent vested. The profits interests and
phantom interests awards entitle recipients to 9.1% of Intech’s pre-incentive profits.
Defined Benefit Pension Plan
The main defined benefit pension plan sponsored by us is the defined benefit section of the Janus Henderson Group UK
Pension Scheme (“JHGPS” or the “Plan”), previously the Henderson Group Pension Scheme, which closed to new
members on November 15, 1999. The latest triennial valuation of our defined benefit pension plan resulted in a surplus
on a technical basis of $16.4 million. For more information, refer to Note 16 — Retirement Benefit Plans in Part II, Item
8, Financial Statements and Supplementary Data.
Off-Balance Sheet Arrangements
We are not party to any off-balance sheet arrangements that may provide, or require us to provide, financing, liquidity,
market or credit risk support that is not reflected in the consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. In
general, management’s estimates are based on historical experience, information from third-party professionals, as
appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances.
Actual results could differ from those estimates made by management. The critical accounting policies and estimates
relate to the areas of investment securities, contingent consideration, goodwill and intangible assets, retirement benefit
plans and income taxes.
Valuation of Investment Securities
Fair value of our investment securities is generally determined using observable market data based on recent trading
activity. Where observable market data is unavailable due to a lack of trading activity, we use internally developed
models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair
value requires significant management judgment, including benchmarking to similar instruments with observable market
data and applying appropriate discounts that reflect differences between the securities that we are valuing and the
selected benchmark. Any variation in the assumptions used to approximate fair value could have a material adverse
effect on our Consolidated Balance Sheets and results of operations.
Contingent Consideration
Contingent consideration, resulting from business combinations, is recognized at fair value at the acquisition date as part
of the business combination and discounted where the time value of money is material. The determination of the fair
value is based on discounted cash flows, with the key assumptions being the probability of meeting each performance
target and the discount factor applied. When the contingent consideration meets the definition of a financial liability, it is
subsequently re-measured to fair value at each reporting date through net income. Finance charges, where discounting
has been applied, are also recognized through net income.
Accounting for Goodwill and Intangible Assets
The recognition and measurement of goodwill and intangible assets require significant management estimates and
judgment, including the valuation and expected life determination in connection with the initial purchase price allocation
and the ongoing evaluation for impairment. The judgment exercised by management in arriving at these valuations
includes the selection of market growth rates, fund flow assumptions, expected margins and costs.
52
53
Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not
amortized.
million.
impairment assessment indicated the carrying value of our reporting unit exceeded its estimated fair value by $123.5
Indefinite-lived intangible assets primarily represent trademarks and investment management agreements. Investment
management agreements without a contractual termination date are classified as indefinite-lived intangible assets based
upon the following: (i) there is no legal or statutory limitation on the contract period to manage these investment
products; (ii) we expect to, and have the ability to, operate these investment products indefinitely; (iii) the investment
products have multiple investors and are not reliant on an individual investor or small group of investors for their
continued operation; (iv) the current competitive environment does not indicate a finite life; and (v) there is a high
likelihood of continued renewal based on historical experience. The assumption that investment management agreements
are indefinite-lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the
useful life is no longer indefinite.
Definite-lived intangible assets represent certain other investment management contracts, which are amortized over their
estimated lives using the straight-line method. The initial estimated lives of the definite-lived contracts vary and range
from eight years to 21 years.
Impairment Testing — Annual Assessment
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. We perform our annual impairment assessment of
goodwill and indefinite-lived intangible assets as of October 1. We may first assess goodwill for impairment using
qualitative factors to determine whether it is necessary to perform a quantitative impairment test. We chose to forego the
qualitative test and instead perform a quantitative impairment test, determining the enterprise value of the reporting unit
and comparing it to our equity balance (carrying amount). The results of the goodwill assessment revealed the estimated
fair value of the reporting unit was $0.4 billion greater than the carrying value as of October 1, 2020. While the results of
the assessment were favorable, we are at risk of failing step one of the assessment in 2021 if the price of our stock
declines significantly and the deterioration of the stock price becomes sustained. The results of the indefinite-lived
intangible asset impairment assessment did not reveal any indicators of impairment.
Impairment Testing — Interim Assessment
In March 2020, the World Health Organization declared COVID-19 a pandemic. The impact of COVID-19 on the global
economy and businesses has been extreme and continues to evolve, and its future effects are uncertain. Our financial
results are directly impacted by volatility in the global financial markets. In March 2020, the global financial markets
declined substantially and our AUM was significantly impacted. We therefore determined that the sudden and severe
decline in our AUM was a triggering event for performing an interim impairment assessment of our goodwill and
intangible assets.
A discounted cash flow (“DCF”) model was used to determine the estimated fair value of certain investment
management agreements and client relationships while a relief from royalty method was used for trademarks. Some of
the inputs used in the DCF and relief from royalty models required significant management judgment, including the
discount rate, terminal growth rate, forecasted financial results and market returns. Management’s judgment used in the
assessments was more significant under the market conditions and economic uncertainty created by COVID-19. The
carrying value of certain investment management agreements, trademarks and client relationships exceeded their
estimated fair value, and we recognized impairments of $263.5 million, $7.7 million and $92.6 million, respectively,
during the three months ended March 31, 2020. Each impairment charge is recorded in goodwill and intangible asset
impairment charges on the Statements of Comprehensive Income.
A DCF model was also used to estimate the fair value of our sole reporting unit. Goodwill was assessed for impairment
by comparing the estimated fair value of our reporting unit to its carrying value. The carrying value of our reporting unit
was reduced by the intangible asset impairment charges prior to assessing goodwill for impairment. The assessment of
goodwill also required significant management judgment as discussed in the preceding paragraph. The goodwill
If our AUM is further impacted by the global economic conditions caused by COVID-19, such as adverse and significant
declines in the value of global financial markets, additional impairments of goodwill or intangible assets are possible in
future periods.
Impairment Testing – 2021
client outflows.
Retirement Benefit Plans
As part of our ongoing Simple Excellence initiatives and looking globally at delivering excellent service to our clients
and positioning our business for success, we recently completed a review of Perkins Investment Management. To right-
size our product portfolio and better align with the changing needs of clients, certain strategies will be closed and the
funds liquidated, effective on or about April 30, 2021. The majority of the Perkins value equity strategies, which
represent the core of our expertise, are unaffected by this reorganization and they will continue under the Janus
Henderson brand. The Perkins brand will be wound down and future marketing efforts for value equity strategies will be
incorporated under the Janus Henderson brand. As of December 31, 2020, the carrying value of intangible assets
associated with Perkins investment management agreements and the Perkins trademark was $100.2 million and $3.6
million, respectively, and these assets are at risk of impairment in 2021 due to the fund liquidations and potential for
We provide certain employees with retirement benefits through defined benefit plans.
The defined benefit obligation is determined annually by independent qualified actuaries using the projected unit credit
method and is measured at the present value of the estimated future cash outflows using a discount rate based on
AA-rated corporate bond yields of appropriate duration. The plan assets are recognized at fair value. The funded status
of the defined benefit pension plan, (the “plan”), being the resulting surplus or deficit of defined benefit assets less
liabilities, is recognized in the Consolidated Balance Sheets, net of any taxes that would be deducted at source.
Actuarial gains and losses arise as a result of differences between actual experience and actuarial assumptions. We have
adopted the “10% corridor” method for recognizing actuarial gains and losses. This means that cumulative actuarial
gains or losses up to an amount equal to 10% of the higher of the liabilities and the assets of the scheme (the “corridor”)
have no immediate impact on net income and are instead recognized through other comprehensive income. Cumulative
gains or losses greater than this corridor are amortized to net income over the average remaining future working lifetime
of the active members in the plan.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive
Income and includes service cost, interest cost and the expected return on plan assets.
The costs of and period-end obligations under defined benefit pension plans are determined using actuarial valuations.
The actuarial valuation involves making a number of assumptions, including those related to the discount rate, the
expected rate of return on assets, future salary increases, mortality rates and future pension increases. Due to the
long-term nature of these plans, such estimates are subject to significant uncertainty.
The table below shows the movement in funded status that would result from certain sensitivity changes (in millions):
Discount rate: -0.1%
Inflation: +0.1%
Life expectancy: +1 year at age 65
Market value of return seeking portfolio falls 25%
Increase in
funded status at
December 31, 2020
$
$
$
$
16.4
2.1
26.0
33.6
54
55
Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not
amortized.
impairment assessment indicated the carrying value of our reporting unit exceeded its estimated fair value by $123.5
million.
Indefinite-lived intangible assets primarily represent trademarks and investment management agreements. Investment
management agreements without a contractual termination date are classified as indefinite-lived intangible assets based
upon the following: (i) there is no legal or statutory limitation on the contract period to manage these investment
products; (ii) we expect to, and have the ability to, operate these investment products indefinitely; (iii) the investment
products have multiple investors and are not reliant on an individual investor or small group of investors for their
continued operation; (iv) the current competitive environment does not indicate a finite life; and (v) there is a high
likelihood of continued renewal based on historical experience. The assumption that investment management agreements
are indefinite-lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the
useful life is no longer indefinite.
Definite-lived intangible assets represent certain other investment management contracts, which are amortized over their
estimated lives using the straight-line method. The initial estimated lives of the definite-lived contracts vary and range
from eight years to 21 years.
Impairment Testing — Annual Assessment
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. We perform our annual impairment assessment of
goodwill and indefinite-lived intangible assets as of October 1. We may first assess goodwill for impairment using
qualitative factors to determine whether it is necessary to perform a quantitative impairment test. We chose to forego the
qualitative test and instead perform a quantitative impairment test, determining the enterprise value of the reporting unit
and comparing it to our equity balance (carrying amount). The results of the goodwill assessment revealed the estimated
fair value of the reporting unit was $0.4 billion greater than the carrying value as of October 1, 2020. While the results of
the assessment were favorable, we are at risk of failing step one of the assessment in 2021 if the price of our stock
declines significantly and the deterioration of the stock price becomes sustained. The results of the indefinite-lived
intangible asset impairment assessment did not reveal any indicators of impairment.
Impairment Testing — Interim Assessment
In March 2020, the World Health Organization declared COVID-19 a pandemic. The impact of COVID-19 on the global
economy and businesses has been extreme and continues to evolve, and its future effects are uncertain. Our financial
results are directly impacted by volatility in the global financial markets. In March 2020, the global financial markets
declined substantially and our AUM was significantly impacted. We therefore determined that the sudden and severe
decline in our AUM was a triggering event for performing an interim impairment assessment of our goodwill and
intangible assets.
A discounted cash flow (“DCF”) model was used to determine the estimated fair value of certain investment
management agreements and client relationships while a relief from royalty method was used for trademarks. Some of
the inputs used in the DCF and relief from royalty models required significant management judgment, including the
discount rate, terminal growth rate, forecasted financial results and market returns. Management’s judgment used in the
assessments was more significant under the market conditions and economic uncertainty created by COVID-19. The
carrying value of certain investment management agreements, trademarks and client relationships exceeded their
estimated fair value, and we recognized impairments of $263.5 million, $7.7 million and $92.6 million, respectively,
during the three months ended March 31, 2020. Each impairment charge is recorded in goodwill and intangible asset
impairment charges on the Statements of Comprehensive Income.
A DCF model was also used to estimate the fair value of our sole reporting unit. Goodwill was assessed for impairment
by comparing the estimated fair value of our reporting unit to its carrying value. The carrying value of our reporting unit
was reduced by the intangible asset impairment charges prior to assessing goodwill for impairment. The assessment of
goodwill also required significant management judgment as discussed in the preceding paragraph. The goodwill
If our AUM is further impacted by the global economic conditions caused by COVID-19, such as adverse and significant
declines in the value of global financial markets, additional impairments of goodwill or intangible assets are possible in
future periods.
Impairment Testing – 2021
As part of our ongoing Simple Excellence initiatives and looking globally at delivering excellent service to our clients
and positioning our business for success, we recently completed a review of Perkins Investment Management. To right-
size our product portfolio and better align with the changing needs of clients, certain strategies will be closed and the
funds liquidated, effective on or about April 30, 2021. The majority of the Perkins value equity strategies, which
represent the core of our expertise, are unaffected by this reorganization and they will continue under the Janus
Henderson brand. The Perkins brand will be wound down and future marketing efforts for value equity strategies will be
incorporated under the Janus Henderson brand. As of December 31, 2020, the carrying value of intangible assets
associated with Perkins investment management agreements and the Perkins trademark was $100.2 million and $3.6
million, respectively, and these assets are at risk of impairment in 2021 due to the fund liquidations and potential for
client outflows.
Retirement Benefit Plans
We provide certain employees with retirement benefits through defined benefit plans.
The defined benefit obligation is determined annually by independent qualified actuaries using the projected unit credit
method and is measured at the present value of the estimated future cash outflows using a discount rate based on
AA-rated corporate bond yields of appropriate duration. The plan assets are recognized at fair value. The funded status
of the defined benefit pension plan, (the “plan”), being the resulting surplus or deficit of defined benefit assets less
liabilities, is recognized in the Consolidated Balance Sheets, net of any taxes that would be deducted at source.
Actuarial gains and losses arise as a result of differences between actual experience and actuarial assumptions. We have
adopted the “10% corridor” method for recognizing actuarial gains and losses. This means that cumulative actuarial
gains or losses up to an amount equal to 10% of the higher of the liabilities and the assets of the scheme (the “corridor”)
have no immediate impact on net income and are instead recognized through other comprehensive income. Cumulative
gains or losses greater than this corridor are amortized to net income over the average remaining future working lifetime
of the active members in the plan.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive
Income and includes service cost, interest cost and the expected return on plan assets.
The costs of and period-end obligations under defined benefit pension plans are determined using actuarial valuations.
The actuarial valuation involves making a number of assumptions, including those related to the discount rate, the
expected rate of return on assets, future salary increases, mortality rates and future pension increases. Due to the
long-term nature of these plans, such estimates are subject to significant uncertainty.
The table below shows the movement in funded status that would result from certain sensitivity changes (in millions):
Discount rate: -0.1%
Inflation: +0.1%
Life expectancy: +1 year at age 65
Market value of return seeking portfolio falls 25%
Increase in
funded status at
December 31, 2020
16.4
$
2.1
$
26.0
$
33.6
$
54
55
Income Taxes
Investment Securities
We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must
allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
Accordingly, the provision for income taxes represents the total estimate of the liability that we have incurred for doing
business each year in all of the locations. Annually we file tax returns that represent filing positions within each
jurisdiction and settle return liabilities. Each jurisdiction has the right to audit those returns and may take different
positions with respect to income and expense allocations and taxable earnings determinations. Because the
determinations of the annual provisions are subject to judgments and estimates, it is possible that actual results will vary
from those recognized in the Consolidated Financial Statements. As a result, it is likely that additions to, or reductions
of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
In the assessment of uncertain tax positions, significant management judgment is required to estimate the range of
possible outcomes and determine the probability, on a more likely than not basis, of favorable or unfavorable tax
outcomes and the potential interest and penalties related to such unfavorable outcomes. Actual future tax consequences
on settlement of our uncertain tax positions may be materially different than management’s current estimates.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management’s belief that
taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets
over time. In the event that actual results differ from expectations, or if historical trends of positive operating income
change, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have
a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance
should be established against a deferred income tax asset, we consider the nature, frequency and severity of recent
losses, forecasts of future profitability and the duration of statutory carryback and carryforward periods, among other
factors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following information describes the key aspects of certain items for which we are exposed to market risk.
Management Fees
Management fee revenues are generally based upon a percentage of the market value of AUM and are calculated as a
percentage of either the daily, month-end or quarter-end average asset balance in accordance with contractual
agreements. Accordingly, fluctuations in the financial markets have a direct effect on our operating results. Although
fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform
the financial markets. As such, quantifying the impact of correlation between AUM and our operating results may be
misleading.
Performance Fees
Performance fee revenue is derived from a number of funds and clients. As a result, our revenues are subject to volatility
beyond market-based fluctuations discussed in the “Management Fees” section above. Performance fees are specified in
certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an
established index over a specified period of time. In many cases, performance fees are subject to a hurdle rate.
Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually). Our
performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-
year. We recognized performance fees of $98.1 million, $17.6 million and $7.1 million for the years ended
December 31, 2020, 2019 and 2018, respectively. At December 31, 2020 and 2019, $105.8 billion and $81.5 billion of
AUM generated performance fees during the years ended December 31, 2020 and 2019, respectively.
At December 31, 2020, we were exposed to market price risk as a result of investment securities on our Consolidated
Balance Sheets. The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices
would have on our investment securities subject to market price fluctuations as of December 31, 2020 (in millions):
Investment securities:
Seeded investment products (including VIEs)
Investments related to deferred compensation plans
Other
Total investment securities
Fair value
Fair value
assuming a 10% assuming a 10%
Fair value
increase
decrease
$
380.7 $
418.8 $
96.5
5.5
106.2
6.1
$
482.7 $
531.0 $
342.6
86.9
5.0
434.4
Certain investment securities include debt securities that contribute to the achievement of defined investment objectives.
Debt securities are exposed to interest rate risk and credit risk. Movement in interest rates would be reflected in the value
of the securities; refer to the quantitative analysis above.
Derivative Instruments
We maintain an economic hedge program that uses derivative instruments to mitigate market volatility of certain seeded
investments. Market fluctuations are mitigated using derivative instruments, including futures, credit default swaps,
index swaps and total return swaps. We also operate a rolling program of foreign currency forward contracts to mitigate
the non-functional currency exposures arising from certain seed capital investments. We were party to the following
derivative instruments as of December 31, 2020 and 2019 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts
December 31, 2020 December 31, 2019
Notional value
$
$
$
$
164.5 $
166.2 $
35.6 $
205.0 $
222.9
143.0
46.3
327.8
Changes in fair value of derivative instruments are recognized in investment gains (losses), net in the Consolidated
Statements of Comprehensive Income. Changes in fair value of foreign currency forward contracts designated as hedges
for accounting purposes are recognized in accumulated other comprehensive loss, net of tax under net investment hedge
accounting.
Foreign Currency Exchange Sensitivity
Foreign currency risk is the risk that we will sustain losses through adverse movements in foreign currency exchange
rates, where we transact in currencies that are different from our functional currency.
As our functional currency is USD, we are exposed to foreign currency risk through our exposure to non-USD income,
expenses, assets and liabilities of our overseas subsidiaries, as well as net assets and liabilities denominated in a currency
other than USD. We manage our currency exposure by monitoring foreign currency positions. We seek to naturally
offset exposures where possible and actively hedge certain exposures on a case-by-case basis.
56
57
Income Taxes
Investment Securities
We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must
allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
Accordingly, the provision for income taxes represents the total estimate of the liability that we have incurred for doing
business each year in all of the locations. Annually we file tax returns that represent filing positions within each
jurisdiction and settle return liabilities. Each jurisdiction has the right to audit those returns and may take different
positions with respect to income and expense allocations and taxable earnings determinations. Because the
determinations of the annual provisions are subject to judgments and estimates, it is possible that actual results will vary
from those recognized in the Consolidated Financial Statements. As a result, it is likely that additions to, or reductions
of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.
In the assessment of uncertain tax positions, significant management judgment is required to estimate the range of
possible outcomes and determine the probability, on a more likely than not basis, of favorable or unfavorable tax
outcomes and the potential interest and penalties related to such unfavorable outcomes. Actual future tax consequences
on settlement of our uncertain tax positions may be materially different than management’s current estimates.
Deferred tax assets, net of any associated valuation allowance, have been recognized based on management’s belief that
taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets
over time. In the event that actual results differ from expectations, or if historical trends of positive operating income
change, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have
a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance
should be established against a deferred income tax asset, we consider the nature, frequency and severity of recent
losses, forecasts of future profitability and the duration of statutory carryback and carryforward periods, among other
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following information describes the key aspects of certain items for which we are exposed to market risk.
Management fee revenues are generally based upon a percentage of the market value of AUM and are calculated as a
percentage of either the daily, month-end or quarter-end average asset balance in accordance with contractual
agreements. Accordingly, fluctuations in the financial markets have a direct effect on our operating results. Although
fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform
the financial markets. As such, quantifying the impact of correlation between AUM and our operating results may be
factors.
Management Fees
misleading.
Performance Fees
Performance fee revenue is derived from a number of funds and clients. As a result, our revenues are subject to volatility
beyond market-based fluctuations discussed in the “Management Fees” section above. Performance fees are specified in
certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an
established index over a specified period of time. In many cases, performance fees are subject to a hurdle rate.
Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually). Our
performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-
year. We recognized performance fees of $98.1 million, $17.6 million and $7.1 million for the years ended
December 31, 2020, 2019 and 2018, respectively. At December 31, 2020 and 2019, $105.8 billion and $81.5 billion of
AUM generated performance fees during the years ended December 31, 2020 and 2019, respectively.
At December 31, 2020, we were exposed to market price risk as a result of investment securities on our Consolidated
Balance Sheets. The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices
would have on our investment securities subject to market price fluctuations as of December 31, 2020 (in millions):
Investment securities:
Seeded investment products (including VIEs)
Investments related to deferred compensation plans
Other
Total investment securities
Fair value
assuming a 10% assuming a 10%
Fair value
Fair value
increase
decrease
$
$
380.7 $
96.5
5.5
482.7 $
418.8 $
106.2
6.1
531.0 $
342.6
86.9
5.0
434.4
Certain investment securities include debt securities that contribute to the achievement of defined investment objectives.
Debt securities are exposed to interest rate risk and credit risk. Movement in interest rates would be reflected in the value
of the securities; refer to the quantitative analysis above.
Derivative Instruments
We maintain an economic hedge program that uses derivative instruments to mitigate market volatility of certain seeded
investments. Market fluctuations are mitigated using derivative instruments, including futures, credit default swaps,
index swaps and total return swaps. We also operate a rolling program of foreign currency forward contracts to mitigate
the non-functional currency exposures arising from certain seed capital investments. We were party to the following
derivative instruments as of December 31, 2020 and 2019 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts
Notional value
December 31, 2020 December 31, 2019
222.9
$
143.0
$
46.3
$
327.8
$
164.5 $
166.2 $
35.6 $
205.0 $
Changes in fair value of derivative instruments are recognized in investment gains (losses), net in the Consolidated
Statements of Comprehensive Income. Changes in fair value of foreign currency forward contracts designated as hedges
for accounting purposes are recognized in accumulated other comprehensive loss, net of tax under net investment hedge
accounting.
Foreign Currency Exchange Sensitivity
Foreign currency risk is the risk that we will sustain losses through adverse movements in foreign currency exchange
rates, where we transact in currencies that are different from our functional currency.
As our functional currency is USD, we are exposed to foreign currency risk through our exposure to non-USD income,
expenses, assets and liabilities of our overseas subsidiaries, as well as net assets and liabilities denominated in a currency
other than USD. We manage our currency exposure by monitoring foreign currency positions. We seek to naturally
offset exposures where possible and actively hedge certain exposures on a case-by-case basis.
56
57
The following table illustrates the impact of the below currencies weakening by 10% on all unhedged financial assets
and liabilities denominated in currencies material to us other than USD (in millions):
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
December 31, 2020
December 31, 2019
Index to Financial Statements
Financial Statements:
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP
Management’s Report on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019,
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019 and
and 2018
2018
Notes to the Consolidated Financial Statements
Financial Statement Schedules:
All schedules are omitted because they are not applicable or are insignificant, or the required
information is shown in the consolidated financial statements or notes thereto.
Page
60
64
65
66
67
68
69
Other
comprehensive
income
Other
comprehensive
income
Net income
attributable to attributable to attributable to attributable to
Net income
Great British pound
Australian dollar
Euro
JHG
JHG
JHG
JHG
$
$
$
(7.3) $
0.3 $
1.6 $
188.8 $
26.1 $
7.5 $
4.3 $
0.9 $
(1.9) $
271.5
28.6
9.4
In January of 2021, we implemented a balance sheet foreign currency hedging program (the “Program”) with the
objective of taking reasonable measures to minimize the effects of foreign currency remeasurement of monetary balance
sheet accounts on the income statement. The program is not designed to eliminate all impacts of foreign currency risk,
rather it is designed to reduce income statement volatility. The Program will utilize foreign currency forward contracts to
achieve its objectives and it will be considered an economic hedge for accounting purposes.
58
59
The following table illustrates the impact of the below currencies weakening by 10% on all unhedged financial assets
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
and liabilities denominated in currencies material to us other than USD (in millions):
Index to Financial Statements
December 31, 2020
December 31, 2019
Other
comprehensive
Other
comprehensive
Net income
income
Net income
income
attributable to attributable to attributable to attributable to
JHG
JHG
JHG
JHG
$
$
$
(7.3) $
0.3 $
1.6 $
188.8 $
26.1 $
7.5 $
4.3 $
0.9 $
(1.9) $
271.5
28.6
9.4
Great British pound
Australian dollar
Euro
In January of 2021, we implemented a balance sheet foreign currency hedging program (the “Program”) with the
objective of taking reasonable measures to minimize the effects of foreign currency remeasurement of monetary balance
sheet accounts on the income statement. The program is not designed to eliminate all impacts of foreign currency risk,
rather it is designed to reduce income statement volatility. The Program will utilize foreign currency forward contracts to
achieve its objectives and it will be considered an economic hedge for accounting purposes.
Financial Statements:
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP
Management’s Report on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019,
and 2018
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019 and
2018
Notes to the Consolidated Financial Statements
Financial Statement Schedules:
All schedules are omitted because they are not applicable or are insignificant, or the required
information is shown in the consolidated financial statements or notes thereto.
Page
60
64
65
66
67
68
69
58
59
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Janus Henderson Group plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
financial statements.
We have audited the accompanying consolidated balance sheets of Janus Henderson Group plc and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of
changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the
“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to
accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Impairment Assessments of Goodwill and Certain Intangible Assets
As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance of $1,383.9
million as of December 31, 2020 is net of a $123.5 million impairment recognized in 2020. The Company’s intangible
assets balance of $2,686.3 million as of December 31, 2020 is net of $390.2 million of impairment recognized in 2020,
and includes certain indefinite-lived investment management agreements and definite-lived client relationships.
Management performs its annual impairment assessment of goodwill and indefinite-lived intangible assets as of October
1 of each year, or more frequently if changes in circumstances indicate that the carrying value may be impaired. The
Company has determined that they have one reporting unit for goodwill impairment testing purposes. Definite-lived
intangible assets are tested for impairment whenever events or circumstances indicate that the carrying value may not be
recoverable. If the fair value of the sole reporting unit or intangible assets is less than the carrying amount, an
impairment is recognized. Management used a discounted cash flow model to determine the estimated fair value of the
sole reporting unit, certain investment management agreements and certain client relationships. Some of the inputs used
in the discounted cash flow model required significant management judgment, including the discount rate, terminal
growth rates, forecasted financial results, and market returns.
The principal considerations for our determination that performing procedures relating to the impairment assessments of
goodwill and certain intangible assets is a critical audit matter are (i) the significant judgment by management when
developing the fair value measurement of the sole reporting unit and certain intangible assets; (ii) a high degree of
auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions
related to the discount rate, terminal growth rates, forecasted financial results, and market returns; and (iii) the audit
effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to management’s impairment assessments of goodwill and certain intangible assets, including controls over the
valuation of the sole reporting unit and certain intangible assets. These procedures also included, among others (i) testing
60
61
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Janus Henderson Group plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Janus Henderson Group plc and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of
changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the
“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to
accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Impairment Assessments of Goodwill and Certain Intangible Assets
As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance of $1,383.9
million as of December 31, 2020 is net of a $123.5 million impairment recognized in 2020. The Company’s intangible
assets balance of $2,686.3 million as of December 31, 2020 is net of $390.2 million of impairment recognized in 2020,
and includes certain indefinite-lived investment management agreements and definite-lived client relationships.
Management performs its annual impairment assessment of goodwill and indefinite-lived intangible assets as of October
1 of each year, or more frequently if changes in circumstances indicate that the carrying value may be impaired. The
Company has determined that they have one reporting unit for goodwill impairment testing purposes. Definite-lived
intangible assets are tested for impairment whenever events or circumstances indicate that the carrying value may not be
recoverable. If the fair value of the sole reporting unit or intangible assets is less than the carrying amount, an
impairment is recognized. Management used a discounted cash flow model to determine the estimated fair value of the
sole reporting unit, certain investment management agreements and certain client relationships. Some of the inputs used
in the discounted cash flow model required significant management judgment, including the discount rate, terminal
growth rates, forecasted financial results, and market returns.
The principal considerations for our determination that performing procedures relating to the impairment assessments of
goodwill and certain intangible assets is a critical audit matter are (i) the significant judgment by management when
developing the fair value measurement of the sole reporting unit and certain intangible assets; (ii) a high degree of
auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions
related to the discount rate, terminal growth rates, forecasted financial results, and market returns; and (iii) the audit
effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to management’s impairment assessments of goodwill and certain intangible assets, including controls over the
valuation of the sole reporting unit and certain intangible assets. These procedures also included, among others (i) testing
60
61
management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted cash
flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the
significant assumptions used by management related to the discount rate, terminal growth rates, forecasted financial
results, and market returns. Evaluating management’s assumptions related to the discount rate, terminal growth rates,
forecasted financial results, and market returns involved evaluating whether the assumptions used by management were
reasonable considering (i) the current and past performance of the sole reporting unit, as well as investment companies
subject to the investment management agreements and client relationships; (ii) the consistency with external market and
industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted
cash flow model and the discount rate.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 24, 2021
We have served as the Company’s auditor since 2019.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Janus Henderson Group plc
Opinion on the Financial Statements
We have audited the consolidated statements of comprehensive income, of cash flows, and of changes in equity of Janus
Henderson Group plc and its subsidiaries (the “Group”) for the year ended December 31, 2018, including the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the results of operations and cash flows of the Group for the year ended
December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to
express an opinion on the Group’s consolidated financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
London, UK
February 26, 2019
We served as the Group's auditor from 2014 to 2019.
62
63
management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted cash
flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the
significant assumptions used by management related to the discount rate, terminal growth rates, forecasted financial
results, and market returns. Evaluating management’s assumptions related to the discount rate, terminal growth rates,
forecasted financial results, and market returns involved evaluating whether the assumptions used by management were
reasonable considering (i) the current and past performance of the sole reporting unit, as well as investment companies
subject to the investment management agreements and client relationships; (ii) the consistency with external market and
industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted
cash flow model and the discount rate.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 24, 2021
We have served as the Company’s auditor since 2019.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Janus Henderson Group plc
Opinion on the Financial Statements
We have audited the consolidated statements of comprehensive income, of cash flows, and of changes in equity of Janus
Henderson Group plc and its subsidiaries (the “Group”) for the year ended December 31, 2018, including the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the results of operations and cash flows of the Group for the year ended
December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to
express an opinion on the Group’s consolidated financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
London, UK
February 26, 2019
We served as the Group's auditor from 2014 to 2019.
62
63
Management’s Report on Internal Control Over Financial Reporting
JHG management is responsible for establishing and maintaining adequate internal control over JHG’s financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. JHG’s internal control
over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
JHG management has assessed the effectiveness of JHG’s internal control over financial reporting as of December 31,
2020. In making its assessment of internal control over financial reporting, JHG management used the framework set
forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated
Framework (2013). Based on the assessment using those criteria, JHG management determined that as of December 31,
2020, JHG’s internal control over financial reporting was effective.
JHG’s independent registered public accounting firm, PricewaterhouseCoopers LLP, audited the effectiveness of JHG’s
internal control over financial reporting as of December 31, 2020, as stated in Item 8 of this Annual Report on Form 10-
K.
February 24, 2021
JANUS HENDERSON GROUP PLC
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share Data)
ASSETS
Current assets:
Cash and cash equivalents
Investment securities
Fees and other receivables
OEIC and unit trust receivables
Assets of consolidated VIEs:
Cash and cash equivalents
Investment securities
Other current assets
Other current assets
Total current assets
Non-current assets:
Property, equipment and software, net
Intangible assets, net
Goodwill
Retirement benefit asset, net
Other non-current assets
Total assets
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
Current portion of accrued compensation, benefits and staff costs
OEIC and unit trust payables
Liabilities of consolidated VIEs:
Accounts payable and accrued liabilities
Total current liabilities
Non-current liabilities:
Accrued compensation, benefits and staff costs
Long-term debt
Deferred tax liabilities, net
Retirement benefit obligations, net
Other non-current liabilities
Total liabilities
Commitments and contingencies (See Note 19)
REDEEMABLE NONCONTROLLING INTERESTS
EQUITY
December 31,
December 31,
2020
2019
$
1,099.7
$
$
$
6,690.8
$
$
268.1
373.6
114.7
8.4
214.6
3.5
111.1
2,193.7
77.9
2,686.3
1,383.9
191.3
157.7
232.1
371.0
121.5
3.2
727.8
53.7
313.3
627.4
4.7
144.3
1,871.2
270.6
3,815.0
(107.3)
(324.0)
1,062.1
4,716.4
17.4
4,733.8
6,690.8
733.9
253.5
334.8
131.7
62.6
924.8
23.5
116.0
2,580.8
84.7
3,088.6
1,504.3
214.0
149.3
7,621.7
246.0
335.7
130.9
57.1
769.7
59.4
316.2
729.1
4.4
158.8
2,037.6
280.5
3,828.5
(139.5)
(367.1)
1,284.1
4,886.5
19.7
4,906.2
7,621.7
85.8
677.9
Common stock, $1.50 par value; 480,000,000 shares authorized, and 180,403,176 and 186,975,693 shares issued and
outstanding as of December 31, 2020, and December 31, 2019, respectively
Additional paid-in-capital
Treasury shares, 2,548,063 and 3,545,812 shares held at December 31, 2020 and 2019, respectively
Accumulated other comprehensive loss, net of tax
Retained earnings
Total shareholders’ equity
Nonredeemable noncontrolling interests
Total equity
Total liabilities, redeemable noncontrolling interests and equity
$
$
The accompanying notes are an integral part of these consolidated financial statements.
64
65
Management’s Report on Internal Control Over Financial Reporting
JHG management is responsible for establishing and maintaining adequate internal control over JHG’s financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. JHG’s internal control
over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
JHG management has assessed the effectiveness of JHG’s internal control over financial reporting as of December 31,
2020. In making its assessment of internal control over financial reporting, JHG management used the framework set
forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated
Framework (2013). Based on the assessment using those criteria, JHG management determined that as of December 31,
2020, JHG’s internal control over financial reporting was effective.
JHG’s independent registered public accounting firm, PricewaterhouseCoopers LLP, audited the effectiveness of JHG’s
internal control over financial reporting as of December 31, 2020, as stated in Item 8 of this Annual Report on Form 10-
K.
February 24, 2021
JANUS HENDERSON GROUP PLC
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share Data)
ASSETS
Current assets:
Cash and cash equivalents
Investment securities
Fees and other receivables
OEIC and unit trust receivables
Assets of consolidated VIEs:
Cash and cash equivalents
Investment securities
Other current assets
Other current assets
Total current assets
Non-current assets:
Property, equipment and software, net
Intangible assets, net
Goodwill
Retirement benefit asset, net
Other non-current assets
Total assets
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
Current portion of accrued compensation, benefits and staff costs
OEIC and unit trust payables
Liabilities of consolidated VIEs:
Accounts payable and accrued liabilities
Total current liabilities
Non-current liabilities:
Accrued compensation, benefits and staff costs
Long-term debt
Deferred tax liabilities, net
Retirement benefit obligations, net
Other non-current liabilities
Total liabilities
Commitments and contingencies (See Note 19)
December 31,
2020
December 31,
2019
$
$
$
$
$
$
1,099.7
268.1
373.6
114.7
8.4
214.6
3.5
111.1
2,193.7
77.9
2,686.3
1,383.9
191.3
157.7
6,690.8
232.1
371.0
121.5
3.2
727.8
53.7
313.3
627.4
4.7
144.3
1,871.2
733.9
253.5
334.8
131.7
62.6
924.8
23.5
116.0
2,580.8
84.7
3,088.6
1,504.3
214.0
149.3
7,621.7
246.0
335.7
130.9
57.1
769.7
59.4
316.2
729.1
4.4
158.8
2,037.6
REDEEMABLE NONCONTROLLING INTERESTS
85.8
677.9
EQUITY
Common stock, $1.50 par value; 480,000,000 shares authorized, and 180,403,176 and 186,975,693 shares issued and
outstanding as of December 31, 2020, and December 31, 2019, respectively
Additional paid-in-capital
Treasury shares, 2,548,063 and 3,545,812 shares held at December 31, 2020 and 2019, respectively
Accumulated other comprehensive loss, net of tax
Retained earnings
Total shareholders’ equity
Nonredeemable noncontrolling interests
Total equity
Total liabilities, redeemable noncontrolling interests and equity
$
270.6
3,815.0
(107.3)
(324.0)
1,062.1
4,716.4
17.4
4,733.8
6,690.8
$
280.5
3,828.5
(139.5)
(367.1)
1,284.1
4,886.5
19.7
4,906.2
7,621.7
The accompanying notes are an integral part of these consolidated financial statements.
64
65
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions, Except Per Share Data)
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
Revenue:
Management fees
Performance fees
Shareowner servicing fees
Other revenue
Total revenue
Operating expenses:
Employee compensation and benefits
Long-term incentive plans
Distribution expenses
Investment administration
Marketing
General, administrative and occupancy
Impairment of goodwill and intangible assets
Depreciation and amortization
Total operating expenses
Operating income
Interest expense
Investment gains (losses), net
Other non-operating income, net
Income before taxes
Income tax provision
Net income
Net loss (income) attributable to noncontrolling interests
Net income attributable to JHG
Earnings per share attributable to JHG common shareholders:
Basic
Diluted
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)
Actuarial gains (losses)
Other comprehensive income (loss), net of tax
Other comprehensive loss (income) attributable to noncontrolling interests
Other comprehensive income (loss) attributable to JHG
Total comprehensive income
Total comprehensive loss (income) attributable to noncontrolling interests
Total comprehensive income attributable to JHG
Year ended December 31,
2019
2020
2018
$
1,794.1 $
98.1
209.2
197.2
2,298.6
1,792.3 $
17.6
185.4
197.1
2,192.4
1,947.4
7.1
154.2
197.7
2,306.4
618.6
170.1
464.4
50.0
19.6
255.2
513.7
49.2
2,140.8
157.8
(12.9)
57.5
39.7
242.1
(59.5)
182.6
(21.0)
161.6 $
602.5
184.3
444.3
47.9
31.1
260.8
18.0
62.6
1,651.5
540.9
(15.1)
34.2
23.5
583.5
(137.8)
445.7
(18.1)
427.6 $
613.0
188.6
446.7
46.9
37.9
253.7
7.2
62.6
1,656.6
649.8
(15.7)
(40.9)
68.6
661.8
(162.2)
499.6
24.2
523.8
0.87 $
0.87 $
2.21 $
2.21 $
2.62
2.61
71.8 $
(29.5)
42.3
0.8
43.1 $
224.9 $
(20.2)
204.7 $
74.7 $
(5.6)
69.1
(12.7)
56.4 $
514.8 $
(30.8)
484.0 $
(124.3)
3.7
(120.6)
1.4
(119.2)
379.0
25.6
404.6
$
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Adjustments to reconcile net income to net cash provided by operating activities:
CASH FLOWS PROVIDED BY (USED FOR):
Operating activities:
Net income
Depreciation and amortization
Impairment of goodwill and intangible assets
Deferred income taxes
Stock-based compensation plan expense
Impairment of right-of-use operating asset
Gain on sale of Geneva
Investment gains, net
Contingent consideration fair value adjustment
Contributions to pension plans in excess of costs recognized
Gain from BNP Paribas transaction
Dai-ichi option fair value adjustments
Other, net
Changes in operating assets and liabilities:
OEIC and unit trust receivables and payables
Other assets
Other accruals and liabilities
Net operating activities
Investing activities:
Sales (purchases) of:
Investment securities, net
Property, equipment and software
Investment securities by consolidated seeded investment products, net
Proceeds from BNP Paribas transaction, net
Cash received (paid) on settled seed capital hedges, net
Dividends received from equity-method investments
Receipt of contingent consideration payments from sale of Volantis
Receipt of contingent consideration payments from sale of Geneva
Proceeds from sale of Geneva
Net investing activities
Financing activities:
Proceeds from stock-based compensation plans
Purchase of common stock for stock-based compensation plans
Purchase of common stock for share buyback program
Dividends paid to shareholders
Repayment of long-term debt
Payment of contingent consideration
Distributions to noncontrolling interests
Third-party sales (redemptions) in consolidated seeded investment products, net
Principal payments under capital lease obligations
Net financing activities
Cash and cash equivalents:
Effect of foreign exchange rate changes
Net change
At beginning of period
At end of period
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes, net of refunds
Reconciliation of cash and cash equivalents:
Cash and cash equivalents
Cash and cash equivalents held in consolidated VIEs
Total cash and cash equivalents
Year ended December 31,
2020
2019
2018
$
182.6
$
445.7
$
499.6
49.2
513.7
(104.8)
66.7
1.3
(16.2)
(57.5)
(7.1)
(4.6)
—
—
(20.5)
7.6
(53.4)
88.7
645.7
134.8
(17.8)
(20.2)
—
(11.6)
0.4
2.2
3.2
38.4
129.4
1.0
(49.1)
(130.8)
(262.9)
—
(13.8)
(0.8)
(34.0)
(0.6)
(491.0)
62.6
18.0
(4.7)
74.2
4.7
—
(34.2)
(20.0)
1.0
—
—
(11.1)
0.4
(16.4)
(57.0)
463.2
1.5
(37.8)
(320.8)
—
(34.9)
0.4
2.3
—
—
(389.3)
—
(39.0)
(199.9)
(272.4)
—
(14.1)
(1.3)
320.8
(1.1)
(207.0)
13.0
(120.1)
916.6
796.5
14.6
160.0
733.9
62.6
796.5
62.6
7.2
(10.5)
82.4
—
—
40.9
—
(16.1)
(22.3)
(26.8)
4.8
3.9
134.5
(89.4)
670.8
35.1
(29.1)
36.5
36.5
16.0
—
5.9
—
—
100.9
8.6
(86.6)
(99.8)
(275.1)
(95.3)
(22.7)
(8.1)
(36.5)
(1.3)
(616.8)
(32.5)
122.4
794.2
916.6
14.8
184.7
880.4
36.2
916.6
27.5
311.6
796.5
1,108.1
14.6
159.0
1,099.7
8.4
1,108.1
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
66
67
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions, Except Per Share Data)
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
Revenue:
Management fees
Performance fees
Other revenue
Total revenue
Operating expenses:
Shareowner servicing fees
Long-term incentive plans
Distribution expenses
Investment administration
Marketing
Employee compensation and benefits
General, administrative and occupancy
Impairment of goodwill and intangible assets
Depreciation and amortization
Total operating expenses
Operating income
Interest expense
Investment gains (losses), net
Other non-operating income, net
Income before taxes
Income tax provision
Net income
Year ended December 31,
2020
2019
2018
$
1,794.1 $
1,792.3 $
1,947.4
2,298.6
2,192.4
2,306.4
98.1
209.2
197.2
618.6
170.1
464.4
50.0
19.6
255.2
513.7
49.2
157.8
(12.9)
57.5
39.7
242.1
(59.5)
182.6
(21.0)
17.6
185.4
197.1
602.5
184.3
444.3
47.9
31.1
260.8
18.0
62.6
540.9
(15.1)
34.2
23.5
583.5
(137.8)
445.7
(18.1)
2,140.8
1,651.5
1,656.6
7.1
154.2
197.7
613.0
188.6
446.7
46.9
37.9
253.7
7.2
62.6
649.8
(15.7)
(40.9)
68.6
661.8
(162.2)
499.6
24.2
523.8
3.7
(120.6)
1.4
379.0
25.6
404.6
Net loss (income) attributable to noncontrolling interests
Net income attributable to JHG
$
161.6 $
427.6 $
Earnings per share attributable to JHG common shareholders:
Basic
Diluted
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)
Actuarial gains (losses)
Other comprehensive income (loss), net of tax
Other comprehensive loss (income) attributable to noncontrolling interests
Other comprehensive income (loss) attributable to JHG
Total comprehensive income
Total comprehensive loss (income) attributable to noncontrolling interests
Total comprehensive income attributable to JHG
$
$
0.87 $
0.87 $
2.21 $
2.21 $
2.62
2.61
$
71.8 $
74.7 $
(124.3)
(29.5)
42.3
0.8
(5.6)
69.1
(12.7)
43.1 $
56.4 $
(119.2)
$
$
224.9 $
514.8 $
(20.2)
(30.8)
$
204.7 $
484.0 $
The accompanying notes are an integral part of these consolidated financial statements.
CASH FLOWS PROVIDED BY (USED FOR):
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment of goodwill and intangible assets
Deferred income taxes
Stock-based compensation plan expense
Impairment of right-of-use operating asset
Gain on sale of Geneva
Investment gains, net
Contingent consideration fair value adjustment
Contributions to pension plans in excess of costs recognized
Gain from BNP Paribas transaction
Dai-ichi option fair value adjustments
Other, net
Changes in operating assets and liabilities:
OEIC and unit trust receivables and payables
Other assets
Other accruals and liabilities
Net operating activities
Investing activities:
Sales (purchases) of:
Investment securities, net
Property, equipment and software
Investment securities by consolidated seeded investment products, net
Proceeds from BNP Paribas transaction, net
Cash received (paid) on settled seed capital hedges, net
Dividends received from equity-method investments
Receipt of contingent consideration payments from sale of Volantis
Receipt of contingent consideration payments from sale of Geneva
Proceeds from sale of Geneva
Net investing activities
Financing activities:
Proceeds from stock-based compensation plans
Purchase of common stock for stock-based compensation plans
Purchase of common stock for share buyback program
Dividends paid to shareholders
Repayment of long-term debt
Payment of contingent consideration
Distributions to noncontrolling interests
Third-party sales (redemptions) in consolidated seeded investment products, net
Principal payments under capital lease obligations
Net financing activities
Cash and cash equivalents:
Effect of foreign exchange rate changes
Net change
At beginning of period
At end of period
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes, net of refunds
Reconciliation of cash and cash equivalents:
Cash and cash equivalents
Cash and cash equivalents held in consolidated VIEs
Total cash and cash equivalents
Year ended December 31,
2019
2020
2018
$
182.6
$
445.7
$
499.6
49.2
513.7
(104.8)
66.7
1.3
(16.2)
(57.5)
(7.1)
(4.6)
—
—
(20.5)
7.6
(53.4)
88.7
645.7
134.8
(17.8)
(20.2)
—
(11.6)
0.4
2.2
3.2
38.4
129.4
1.0
(49.1)
(130.8)
(262.9)
—
(13.8)
(0.8)
(34.0)
(0.6)
(491.0)
27.5
311.6
796.5
1,108.1
14.6
159.0
1,099.7
8.4
1,108.1
$
$
$
$
$
$
$
$
$
$
62.6
18.0
(4.7)
74.2
4.7
—
(34.2)
(20.0)
1.0
—
—
(11.1)
0.4
(16.4)
(57.0)
463.2
1.5
(37.8)
(320.8)
—
(34.9)
0.4
2.3
—
—
(389.3)
—
(39.0)
(199.9)
(272.4)
—
(14.1)
(1.3)
320.8
(1.1)
(207.0)
13.0
(120.1)
916.6
796.5
14.6
160.0
733.9
62.6
796.5
$
$
$
$
$
62.6
7.2
(10.5)
82.4
—
—
40.9
—
(16.1)
(22.3)
(26.8)
4.8
3.9
134.5
(89.4)
670.8
35.1
(29.1)
36.5
36.5
16.0
—
5.9
—
—
100.9
8.6
(86.6)
(99.8)
(275.1)
(95.3)
(22.7)
(8.1)
(36.5)
(1.3)
(616.8)
(32.5)
122.4
794.2
916.6
14.8
184.7
880.4
36.2
916.6
The accompanying notes are an integral part of these consolidated financial statements.
66
67
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8
6
JANUS HENDERSON GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Description of the Business
As used herein, “JHG,” “we,” "us,” “our” and similar terms refer to Janus Henderson Group plc and its subsidiaries,
unless indicated otherwise.
JHG is an independent global asset manager, specializing in active investment across all major asset classes. We actively
manage a broad range of investment products for institutional and retail investors across five capabilities: Equities, Fixed
Income, Quantitative Equities, Multi-Asset and Alternatives.
JHG is a public limited company incorporated in Jersey, Channel Islands, and is tax-resident and domiciled in the UK.
Our common stock is traded on the NYSE and our CDIs are traded on the ASX.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements have been prepared according to U.S. GAAP and include all majority-owned
subsidiaries and consolidated seeded investment products. Intercompany accounts and transactions have been eliminated
in consolidation. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying
consolidated financial statements through the issuance date.
Certain prior year amounts in our Consolidated Statements of Comprehensive Income have been reclassified to conform
to current year presentation. Specifically, intangible asset impairments recognized during the years ended December 31,
2019 and 2018 that were previously classified in depreciation and amortization were reclassified to impairment of
goodwill and intangible assets on the Consolidated Statements of Comprehensive Income. There is no change to total
operating expenses as a result of this change in classification.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates and the differences could be material. Our
significant estimates relate to investment securities, acquisition accounting, goodwill and intangible assets, retirement
benefit assets and obligations, contingent consideration, equity compensation and income taxes.
Accounting Estimates
Segment Information
We are a global asset manager and manage a range of investment products, operating across various product lines,
distribution channels and geographic regions. However, resources are allocated and the business is managed by the chief
operating decision-maker, the CEO, on an aggregated basis. Strategic and financial management decisions are
determined centrally by the CEO and, on this basis, we operate as a single segment investment management business.
Consolidation of Investment Products
We perform periodic consolidation analyses of our seeded investment products to determine if the product is a VIE or a
VRE. Factors considered in this assessment include the product’s legal organization, the product’s capital structure and
equity ownership, and any de facto agent implications of our involvement with the product. Investment products that are
determined to be VIEs are consolidated if we are the primary beneficiary of the product. VREs are consolidated if we
hold the majority voting interest. Upon the occurrence of certain events (such as contributions and redemptions, either by
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JANUS HENDERSON GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
—
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Note 1 — Description of the Business
As used herein, “JHG,” “we,” "us,” “our” and similar terms refer to Janus Henderson Group plc and its subsidiaries,
unless indicated otherwise.
JHG is an independent global asset manager, specializing in active investment across all major asset classes. We actively
manage a broad range of investment products for institutional and retail investors across five capabilities: Equities, Fixed
Income, Quantitative Equities, Multi-Asset and Alternatives.
JHG is a public limited company incorporated in Jersey, Channel Islands, and is tax-resident and domiciled in the UK.
Our common stock is traded on the NYSE and our CDIs are traded on the ASX.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements have been prepared according to U.S. GAAP and include all majority-owned
subsidiaries and consolidated seeded investment products. Intercompany accounts and transactions have been eliminated
in consolidation. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying
consolidated financial statements through the issuance date.
Certain prior year amounts in our Consolidated Statements of Comprehensive Income have been reclassified to conform
to current year presentation. Specifically, intangible asset impairments recognized during the years ended December 31,
2019 and 2018 that were previously classified in depreciation and amortization were reclassified to impairment of
goodwill and intangible assets on the Consolidated Statements of Comprehensive Income. There is no change to total
operating expenses as a result of this change in classification.
Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates and the differences could be material. Our
significant estimates relate to investment securities, acquisition accounting, goodwill and intangible assets, retirement
benefit assets and obligations, contingent consideration, equity compensation and income taxes.
Segment Information
We are a global asset manager and manage a range of investment products, operating across various product lines,
distribution channels and geographic regions. However, resources are allocated and the business is managed by the chief
operating decision-maker, the CEO, on an aggregated basis. Strategic and financial management decisions are
determined centrally by the CEO and, on this basis, we operate as a single segment investment management business.
Consolidation of Investment Products
We perform periodic consolidation analyses of our seeded investment products to determine if the product is a VIE or a
VRE. Factors considered in this assessment include the product’s legal organization, the product’s capital structure and
equity ownership, and any de facto agent implications of our involvement with the product. Investment products that are
determined to be VIEs are consolidated if we are the primary beneficiary of the product. VREs are consolidated if we
hold the majority voting interest. Upon the occurrence of certain events (such as contributions and redemptions, either by
69
JHG or third parties, or amendments to the governing documents of our investment products), management reviews and
reconsiders its previous conclusion regarding the status of a product as a VIE or a VRE. Additionally, management
continually reconsiders whether we are considered a VIE’s primary beneficiary, and thus would be required to
consolidate such product or discontinue consolidation of the VIE if we are no longer considered the primary beneficiary.
Variable Interest Entities
Certain investment products for which a controlling financial interest is achieved through arrangements that do not
involve or are not directly linked to voting interests are considered VIEs. We review factors, including whether or not (i)
the product has equity that is sufficient to permit it to finance its activities without additional subordinated support from
other parties and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns
and the right to direct the activities of the product that most significantly impact the product’s economic performance, to
determine if the investment product is a VIE. We re-evaluate such factors as facts and circumstances change.
We consolidate a VIE if we are the VIE’s primary beneficiary. The primary beneficiary of a VIE is defined as the
variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as (i)
the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the
obligation to absorb losses of the product or the right to receive benefits from the product that potentially could be
significant to the VIE.
We are the manager of various types of seeded investment products, which may be considered VIEs. Our involvement in
financing the operations of the VIEs is generally limited to our investments in the products.
VIEs are generally subject to consolidation by us at lower ownership percentages than the 50% threshold applied to
VREs and are also subject to specific disclosure requirements.
Voting Rights Entities
We consolidate seeded investment products accounted for as VREs when we are considered to control such products,
which generally exists if we have a greater than 50% voting equity interest.
Property, Equipment and Software
Property, equipment and software are recorded at cost. Depreciation is recorded using the straight-line method over the
estimated useful life of the related assets (or the lease term, if shorter).
Equity Method Investments
The following table presents depreciation expense for the years ended December 31, 2020, 2019 and 2018 (in millions).
Depreciation expense
$
26.0 $
23.5 $
24.7
2020
Year ended
December 31,
2019
2018
Property, equipment and software as of December 31, 2020 and 2019, are summarized as follows (in millions):
Furniture, fixtures and computer equipment
Leasehold improvements
Computer software
Property, equipment and software, gross
Accumulated depreciation
Property, equipment and software, net
Depreciation
period
3-10 years
December 31,
2020
2019
$
18.1 $
36.1
Over the shorter of 20 years or
the period of the lease
3-7 years
40.2
91.4
(71.8)
$
149.7 $
$
77.9 $
38.0
83.1
157.2
(72.5)
84.7
Computer software is recorded at cost and depreciated over its estimated useful life. Internal and external costs incurred
in connection with researching or obtaining computer software for internal use are expensed as incurred during the
preliminary project stage, as are post-implementation training and maintenance costs. Internal and external costs
incurred for internal use software during the application development stage are capitalized until such time that the
software is substantially complete and ready for its intended use. Application development stage costs are depreciated on
a straight-line basis over the estimated useful life of the software.
An impairment loss is recognized if the carrying value of the asset exceeds the fair value of the asset. The amount of the
impairment loss is equal to the excess of the carrying amount over the fair value. The evaluation is based on an estimate
of the future cash flows expected to result from the use of the asset and its eventual disposal. If expected future
undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized in an amount
equal to the excess of the carrying amount of the asset over the fair value of the asset. There were no impairments of
property, equipment and software for the years ended December 31, 2020, 2019 and 2018.
Deferred Commissions
Initial sales commissions paid to and received from financial intermediaries on sales of certain wholesale products are
deferred and amortized over various periods, not exceeding four years. The amortization period is based on the average
expected life of the product on which the commission is received. Deferred commissions are recognized as components
of other current assets and of accounts payable and accrued liabilities on the Consolidated Balance Sheets.
Our investment in equity method investees, where we do not control the investee but can exert significant influence over
the financial and operating policies (generally considered to be ownership between 20% and 50%), is accounted for
using the equity method of accounting.
Investments are initially recognized at cost when purchased for cash or at the fair value of shares received where
acquired as part of a wider transaction. The investments are subsequently carried at cost adjusted for our share of net
income or loss and other changes in comprehensive income of the equity method investee, less any dividends or
distributions received by us. The Consolidated Statements of Comprehensive Income includes our share of net income or
loss for the year, or period of ownership, if shorter, within investment gains (losses), net.
70
71
40.2
91.4
38.0
83.1
157.2
(72.5)
84.7
$
$
149.7 $
(71.8)
77.9 $
December 31,
2020
2019
18.1 $
36.1
Property, equipment and software as of December 31, 2020 and 2019, are summarized as follows (in millions):
Depreciation
period
3-10 years
Over the shorter of 20 years or
the period of the lease
3-7 years
$
Furniture, fixtures and computer equipment
Leasehold improvements
Computer software
Property, equipment and software, gross
Accumulated depreciation
Property, equipment and software, net
JHG or third parties, or amendments to the governing documents of our investment products), management reviews and
reconsiders its previous conclusion regarding the status of a product as a VIE or a VRE. Additionally, management
continually reconsiders whether we are considered a VIE’s primary beneficiary, and thus would be required to
consolidate such product or discontinue consolidation of the VIE if we are no longer considered the primary beneficiary.
Variable Interest Entities
Certain investment products for which a controlling financial interest is achieved through arrangements that do not
involve or are not directly linked to voting interests are considered VIEs. We review factors, including whether or not (i)
the product has equity that is sufficient to permit it to finance its activities without additional subordinated support from
other parties and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns
and the right to direct the activities of the product that most significantly impact the product’s economic performance, to
determine if the investment product is a VIE. We re-evaluate such factors as facts and circumstances change.
We consolidate a VIE if we are the VIE’s primary beneficiary. The primary beneficiary of a VIE is defined as the
variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as (i)
the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the
obligation to absorb losses of the product or the right to receive benefits from the product that potentially could be
significant to the VIE.
We are the manager of various types of seeded investment products, which may be considered VIEs. Our involvement in
financing the operations of the VIEs is generally limited to our investments in the products.
VIEs are generally subject to consolidation by us at lower ownership percentages than the 50% threshold applied to
VREs and are also subject to specific disclosure requirements.
We consolidate seeded investment products accounted for as VREs when we are considered to control such products,
which generally exists if we have a greater than 50% voting equity interest.
Voting Rights Entities
Property, Equipment and Software
The following table presents depreciation expense for the years ended December 31, 2020, 2019 and 2018 (in millions).
Depreciation expense
2020
2018
$
26.0 $
23.5 $
24.7
Year ended
December 31,
2019
Computer software is recorded at cost and depreciated over its estimated useful life. Internal and external costs incurred
in connection with researching or obtaining computer software for internal use are expensed as incurred during the
preliminary project stage, as are post-implementation training and maintenance costs. Internal and external costs
incurred for internal use software during the application development stage are capitalized until such time that the
software is substantially complete and ready for its intended use. Application development stage costs are depreciated on
a straight-line basis over the estimated useful life of the software.
An impairment loss is recognized if the carrying value of the asset exceeds the fair value of the asset. The amount of the
impairment loss is equal to the excess of the carrying amount over the fair value. The evaluation is based on an estimate
of the future cash flows expected to result from the use of the asset and its eventual disposal. If expected future
undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized in an amount
equal to the excess of the carrying amount of the asset over the fair value of the asset. There were no impairments of
property, equipment and software for the years ended December 31, 2020, 2019 and 2018.
Deferred Commissions
Initial sales commissions paid to and received from financial intermediaries on sales of certain wholesale products are
deferred and amortized over various periods, not exceeding four years. The amortization period is based on the average
expected life of the product on which the commission is received. Deferred commissions are recognized as components
of other current assets and of accounts payable and accrued liabilities on the Consolidated Balance Sheets.
Property, equipment and software are recorded at cost. Depreciation is recorded using the straight-line method over the
estimated useful life of the related assets (or the lease term, if shorter).
Equity Method Investments
Our investment in equity method investees, where we do not control the investee but can exert significant influence over
the financial and operating policies (generally considered to be ownership between 20% and 50%), is accounted for
using the equity method of accounting.
Investments are initially recognized at cost when purchased for cash or at the fair value of shares received where
acquired as part of a wider transaction. The investments are subsequently carried at cost adjusted for our share of net
income or loss and other changes in comprehensive income of the equity method investee, less any dividends or
distributions received by us. The Consolidated Statements of Comprehensive Income includes our share of net income or
loss for the year, or period of ownership, if shorter, within investment gains (losses), net.
70
71
Financial Instruments
Financial assets are recognized at fair value in the Consolidated Balance Sheets when we become a party to the
contractual provisions of an instrument. The fair value recognized is adjusted for transaction costs, except for financial
assets classified as trading where transaction costs are recognized immediately in net income. Financial assets are
derecognized when the rights to receive cash flows from the investments have expired or where they have been
transferred and we have also transferred substantially all the risks and rewards of ownership.
We maintain deferred compensation plans for certain highly compensated employees and members of the Board of
Directors. Eligible participants may defer a portion of their compensation and have the ability to earn a return by
indexing their deferrals to mutual funds managed by us and our subsidiaries. We make no contributions to the plans. To
protect against market variability of the liability, we create an economic hedge by investing in mutual funds that are
consistent with the deferred amounts and mutual fund elections of the participants. Such investments remain assets of
JHG. Changes in market value of the liability to participants are recognized as long-term incentive plans in our
Consolidated Statements of Comprehensive Income, and changes in the market value of the mutual fund securities are
recognized in investment gains (losses), net on our Consolidated Statements of Comprehensive Income.
Purchases and sales of financial assets are recognized at the trade date. Delivery and settlement terms are usually
determined by established practices in the market concerned.
Other Investment Securities
Debt securities, equity securities and holdings in pooled funds are measured at subsequent reporting dates at fair value.
We determine the classification of its financial assets on initial recognition.
Unrealized gains and losses represent the difference between the fair value of the financial asset at the reporting date and
cost or, if these have been previously revalued, the fair value at the last reporting date. Realized gains and losses on
financial assets are calculated as the difference between the net sales proceeds and cost or amortized cost using the
specific identification method.
Financial liabilities, excluding contingent consideration, derivatives, fund deferral liabilities and redeemable
noncontrolling interests in consolidated funds, which are stated at fair value, are stated at amortized cost using the
effective interest rate method. Financial liabilities stated at amortized cost include our long-term debt. Amortized cost is
calculated by taking into account any issuance costs and any discount or premium on settlement. Financial liabilities
cease to be recognized when the obligation under the liability has been discharged or cancelled or has expired.
Investment Securities
Seeded Investment Products
We periodically add new investment strategies to our investment product offerings by providing the initial cash
investment, or seeding. The primary purpose of seeded investment products is to generate an investment performance
track record in a product to attract third-party investors. Seeded investment products are initially consolidated and the
individual securities within the portfolio are accounted for as trading securities. The change in fair value of seeded
investment products is recorded in investment gains (losses), net on our Consolidated Statements of Comprehensive
Income. Noncontrolling interests in seeded investment products represent third-party ownership interests and are
included in investment securities on our Consolidated Balance Sheets. These assets are not available for general
corporate purposes and may be redeemed by the third parties at any time.
Refer to the Consolidation of Investment Products section in this note for information regarding the consolidation of
certain seeded investment products.
We may redeem invested seed capital for a variety of reasons, including when third-party investments in the relevant
product are sufficient to sustain the given investment strategy. The length of time we hold a majority interest in a product
varies based on a number of factors, including market demand, market conditions and investment performance.
Derivative Instruments
Investments in Advised Mutual Funds and Investments Related to the Economic Hedging of Deferred Compensation
foreign currency forward contracts used for net investment hedging.
We grant mutual fund share awards to employees that are indexed to certain funds managed by us. Upon vesting,
participants receive the value of the mutual fund share awards adjusted for gains or losses attributable to the mutual
funds to which the award was indexed, subject to tax withholding, or participants receive shares in the mutual fund.
When investments in our fund products are purchased and held against deferred compensation liabilities, any movement
in the fair value of the assets and corresponding movements in the deferred compensation liability are recognized in the
Consolidated Statements of Comprehensive Income.
72
73
Other investment securities primarily represent investments in our fund products held by employee benefit trusts, certain
investments in unconsolidated seed capital investments and certain investments in consolidated funds. Gains and losses
arising from changes in the fair value of these securities are included within investments gains (losses), net in the
Consolidated Statements of Comprehensive Income. Where investments in our fund products are held against
outstanding deferred compensation liabilities, any movement in the fair value of these assets and corresponding
movements in the deferred compensation liability are recognized in the Consolidated Statements of Comprehensive
Income.
Trade Receivables
Trade receivables, which generally have 30-day payment terms, are initially recognized at fair value, which is normally
equivalent to the invoice amount. When the time value of money is material, the fair value is discounted. Provision for
specific doubtful accounts is made when there is evidence that we may not be able to recover balances in full. Balances
are written off when the receivable amount is deemed uncollectable.
OEIC and Unit Trust Receivables and Payables
OEIC and unit trust receivables and payables are in relation to the purchase of units/shares (by investors) and the
liquidation of units/shares (owned by trustees). The amounts are dependent on the level of trading and fund switches in
the four working days leading up to the end of the period. Since they are held with different counterparties, the amounts
are presented gross on our Consolidated Balance Sheets.
Cash and Cash Equivalents
Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, highly liquid short-term
government securities and investments in money market instruments with a maturity date of three months or less. Cash
balances maintained by consolidated VREs are not considered legally restricted and are included in cash and cash
equivalents on the Consolidated Balance Sheets. Cash balances held by consolidated VIEs are disclosed separately as a
component of assets of consolidated VIEs on the Consolidated Balance Sheets.
We may, from time to time, use derivative financial instruments to mitigate price, interest rate, foreign currency and
credit risk. We do not designate derivative instruments as hedges for accounting purposes, with the exception of certain
Derivative instruments are measured at fair value and classified as either other current assets or accounts payable and
accrued liabilities on our Consolidated Balance Sheets. Changes in the fair value of derivative instruments are recorded
within investment gains (losses), net in our Consolidated Statements of Comprehensive Income. Changes in fair value of
foreign currency forward contracts designated as hedges for accounting purposes are recognized in accumulated other
comprehensive income under net investment hedge accounting.
Financial Instruments
Financial assets are recognized at fair value in the Consolidated Balance Sheets when we become a party to the
contractual provisions of an instrument. The fair value recognized is adjusted for transaction costs, except for financial
assets classified as trading where transaction costs are recognized immediately in net income. Financial assets are
derecognized when the rights to receive cash flows from the investments have expired or where they have been
transferred and we have also transferred substantially all the risks and rewards of ownership.
We maintain deferred compensation plans for certain highly compensated employees and members of the Board of
Directors. Eligible participants may defer a portion of their compensation and have the ability to earn a return by
indexing their deferrals to mutual funds managed by us and our subsidiaries. We make no contributions to the plans. To
protect against market variability of the liability, we create an economic hedge by investing in mutual funds that are
consistent with the deferred amounts and mutual fund elections of the participants. Such investments remain assets of
JHG. Changes in market value of the liability to participants are recognized as long-term incentive plans in our
Consolidated Statements of Comprehensive Income, and changes in the market value of the mutual fund securities are
recognized in investment gains (losses), net on our Consolidated Statements of Comprehensive Income.
Purchases and sales of financial assets are recognized at the trade date. Delivery and settlement terms are usually
determined by established practices in the market concerned.
Other Investment Securities
Debt securities, equity securities and holdings in pooled funds are measured at subsequent reporting dates at fair value.
We determine the classification of its financial assets on initial recognition.
Unrealized gains and losses represent the difference between the fair value of the financial asset at the reporting date and
cost or, if these have been previously revalued, the fair value at the last reporting date. Realized gains and losses on
financial assets are calculated as the difference between the net sales proceeds and cost or amortized cost using the
specific identification method.
Financial liabilities, excluding contingent consideration, derivatives, fund deferral liabilities and redeemable
noncontrolling interests in consolidated funds, which are stated at fair value, are stated at amortized cost using the
effective interest rate method. Financial liabilities stated at amortized cost include our long-term debt. Amortized cost is
calculated by taking into account any issuance costs and any discount or premium on settlement. Financial liabilities
cease to be recognized when the obligation under the liability has been discharged or cancelled or has expired.
Investment Securities
Seeded Investment Products
We periodically add new investment strategies to our investment product offerings by providing the initial cash
investment, or seeding. The primary purpose of seeded investment products is to generate an investment performance
track record in a product to attract third-party investors. Seeded investment products are initially consolidated and the
individual securities within the portfolio are accounted for as trading securities. The change in fair value of seeded
investment products is recorded in investment gains (losses), net on our Consolidated Statements of Comprehensive
Income. Noncontrolling interests in seeded investment products represent third-party ownership interests and are
included in investment securities on our Consolidated Balance Sheets. These assets are not available for general
corporate purposes and may be redeemed by the third parties at any time.
Refer to the Consolidation of Investment Products section in this note for information regarding the consolidation of
certain seeded investment products.
We may redeem invested seed capital for a variety of reasons, including when third-party investments in the relevant
product are sufficient to sustain the given investment strategy. The length of time we hold a majority interest in a product
varies based on a number of factors, including market demand, market conditions and investment performance.
Investments in Advised Mutual Funds and Investments Related to the Economic Hedging of Deferred Compensation
We grant mutual fund share awards to employees that are indexed to certain funds managed by us. Upon vesting,
participants receive the value of the mutual fund share awards adjusted for gains or losses attributable to the mutual
funds to which the award was indexed, subject to tax withholding, or participants receive shares in the mutual fund.
When investments in our fund products are purchased and held against deferred compensation liabilities, any movement
in the fair value of the assets and corresponding movements in the deferred compensation liability are recognized in the
Consolidated Statements of Comprehensive Income.
Other investment securities primarily represent investments in our fund products held by employee benefit trusts, certain
investments in unconsolidated seed capital investments and certain investments in consolidated funds. Gains and losses
arising from changes in the fair value of these securities are included within investments gains (losses), net in the
Consolidated Statements of Comprehensive Income. Where investments in our fund products are held against
outstanding deferred compensation liabilities, any movement in the fair value of these assets and corresponding
movements in the deferred compensation liability are recognized in the Consolidated Statements of Comprehensive
Income.
Trade Receivables
Trade receivables, which generally have 30-day payment terms, are initially recognized at fair value, which is normally
equivalent to the invoice amount. When the time value of money is material, the fair value is discounted. Provision for
specific doubtful accounts is made when there is evidence that we may not be able to recover balances in full. Balances
are written off when the receivable amount is deemed uncollectable.
OEIC and Unit Trust Receivables and Payables
OEIC and unit trust receivables and payables are in relation to the purchase of units/shares (by investors) and the
liquidation of units/shares (owned by trustees). The amounts are dependent on the level of trading and fund switches in
the four working days leading up to the end of the period. Since they are held with different counterparties, the amounts
are presented gross on our Consolidated Balance Sheets.
Cash and Cash Equivalents
Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, highly liquid short-term
government securities and investments in money market instruments with a maturity date of three months or less. Cash
balances maintained by consolidated VREs are not considered legally restricted and are included in cash and cash
equivalents on the Consolidated Balance Sheets. Cash balances held by consolidated VIEs are disclosed separately as a
component of assets of consolidated VIEs on the Consolidated Balance Sheets.
Derivative Instruments
We may, from time to time, use derivative financial instruments to mitigate price, interest rate, foreign currency and
credit risk. We do not designate derivative instruments as hedges for accounting purposes, with the exception of certain
foreign currency forward contracts used for net investment hedging.
Derivative instruments are measured at fair value and classified as either other current assets or accounts payable and
accrued liabilities on our Consolidated Balance Sheets. Changes in the fair value of derivative instruments are recorded
within investment gains (losses), net in our Consolidated Statements of Comprehensive Income. Changes in fair value of
foreign currency forward contracts designated as hedges for accounting purposes are recognized in accumulated other
comprehensive income under net investment hedge accounting.
72
73
Our consolidated seed investments may also be party to derivative instruments. These derivative instruments are
disclosed separately from our corporate derivative instruments. Refer to Note 6 — Investment Securities.
Leases
● Level 3 — Valuation inputs are unobservable and significant to the fair value measurement.
The valuation of an asset or liability may involve inputs from more than one level of the hierarchy. The level in the fair
value hierarchy within which a fair value measurement in its entirety falls is determined based on the lowest level input
We determine if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in other
non-current assets in our Consolidated Balance Sheets. The current and non-current portions of operating lease liabilities
are included in accounts payable and accrued liabilities and in other non-current liabilities, respectively.
that is significant to the fair value measurement.
Level 1 Fair Value Measurements
Finance lease ROU assets are included in property, equipment and software, net, and finance lease liabilities are
included in other non-current liabilities.
ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation
to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. As most of our leases do not
provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The operating lease ROU asset also includes any lease
payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease
when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a
straight-line basis over the lease term.
Nonredeemable Noncontrolling Interests and Redeemable Noncontrolling Interests
Nonredeemable noncontrolling interests that are not subject to redemption rights are classified in permanent equity.
Redeemable noncontrolling interests are classified outside of permanent equity on the Consolidated Balance Sheets and
are measured at the estimated fair value as of the balance sheet date. Noncontrolling interests in consolidated seed
investments are classified as redeemable noncontrolling interests where there is an obligation on the fund to repurchase
units at the investor’s request. Refer to Note 14 — Noncontrolling Interests for further information.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of financial instruments traded in active markets (such as
publicly traded securities and derivatives) is based on quoted market prices at the reporting date. The quoted market
price used for financial instruments is the last traded market price for both financial assets and financial liabilities where
the last traded price falls within the bid ask spread. In circumstances where the last traded price is not within the bid ask
spread, management will determine the point within the bid ask spread that is most representative of fair value current
bid price. The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques commonly used by market participants, including the use of comparable recent arm’s length transactions,
DCF analysis and option pricing models. Estimating fair value requires significant management judgment, including
benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect
differences between the securities that we are valuing and the selected benchmark.
Measurements of fair value are classified within a hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value based on whether the inputs to those valuation techniques are observable or unobservable.
Income Taxes
The valuation hierarchy contains three levels:
● Level 1 — Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active
markets.
● Level 2 — Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not
active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs
directly or indirectly related to the asset or liability being measured.
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Our Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual
funds, cash equivalents and investments related to deferred compensation plans with quoted market prices in active
markets. The fair value level of consolidated seeded investment products is determined by the underlying securities of
the product. The fair value level of unconsolidated seeded investment products is determined using the underlying inputs
used in the calculation of the NAV of each product.
Our Level 2 fair value measurements consist mostly of consolidated seeded investment products and our long-term debt.
The fair value of consolidated seeded investment products is determined by the underlying securities of the product. The
fair value of our long-term debt is determined using broker quotes and recent trading activity, which are considered
Level 2 Fair Value Measurements
Level 2 inputs.
Level 3 Fair Value Measurements
Our assets and liabilities measured at Level 3 are primarily private equity investments, contingent deferred consideration
and deferred compensation liabilities that are held against investments in our fund products, where the significant
valuation inputs are unobservable.
Private equity investments are valued using a combination of the enterprise value/EBITDA multiple method and the
DCF method. Significant unobservable inputs include discount rates, EBITDA multiple and price-earnings ratio, taking
into account management’s experience and knowledge of market conditions of the specific industries.
Details of inputs used to calculate the fair value of contingent deferred consideration can be found in Note 10 — Fair
Value Measurements.
Nonrecurring Fair Value Measurements
Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of
goodwill and intangible assets on initial recognition using DCF analysis that requires assumptions regarding projected
future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements
of these assets and liabilities, such measurements are classified as Level 3. See the Goodwill and Intangible Assets, Net
accounting policy set forth within this note for further information.
We provide for current tax expense according to the tax laws in each jurisdiction in which we operate, using tax rates
and laws that have been enacted by the balance sheet date.
Deferred income tax assets and liabilities are recorded for temporary differences between the financial statement and
income tax basis of assets and liabilities as measured by the enacted income tax rates that may be in effect when these
differences reverse. The effect of changes in tax rates on our deferred tax assets and liabilities is recognized as income
tax within net income in the period that includes the enactment date. Significant management judgment is required in
developing our provision for income taxes, including the valuation allowances that might be required against deferred
Our consolidated seed investments may also be party to derivative instruments. These derivative instruments are
disclosed separately from our corporate derivative instruments. Refer to Note 6 — Investment Securities.
Leases
We determine if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets are included in other
non-current assets in our Consolidated Balance Sheets. The current and non-current portions of operating lease liabilities
are included in accounts payable and accrued liabilities and in other non-current liabilities, respectively.
Finance lease ROU assets are included in property, equipment and software, net, and finance lease liabilities are
included in other non-current liabilities.
ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation
to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. As most of our leases do not
provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The operating lease ROU asset also includes any lease
payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease
when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a
straight-line basis over the lease term.
Nonredeemable Noncontrolling Interests and Redeemable Noncontrolling Interests
Nonredeemable noncontrolling interests that are not subject to redemption rights are classified in permanent equity.
Redeemable noncontrolling interests are classified outside of permanent equity on the Consolidated Balance Sheets and
are measured at the estimated fair value as of the balance sheet date. Noncontrolling interests in consolidated seed
investments are classified as redeemable noncontrolling interests where there is an obligation on the fund to repurchase
units at the investor’s request. Refer to Note 14 — Noncontrolling Interests for further information.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value of financial instruments traded in active markets (such as
publicly traded securities and derivatives) is based on quoted market prices at the reporting date. The quoted market
price used for financial instruments is the last traded market price for both financial assets and financial liabilities where
the last traded price falls within the bid ask spread. In circumstances where the last traded price is not within the bid ask
spread, management will determine the point within the bid ask spread that is most representative of fair value current
bid price. The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques commonly used by market participants, including the use of comparable recent arm’s length transactions,
DCF analysis and option pricing models. Estimating fair value requires significant management judgment, including
benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect
differences between the securities that we are valuing and the selected benchmark.
● Level 3 — Valuation inputs are unobservable and significant to the fair value measurement.
The valuation of an asset or liability may involve inputs from more than one level of the hierarchy. The level in the fair
value hierarchy within which a fair value measurement in its entirety falls is determined based on the lowest level input
that is significant to the fair value measurement.
Level 1 Fair Value Measurements
Our Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual
funds, cash equivalents and investments related to deferred compensation plans with quoted market prices in active
markets. The fair value level of consolidated seeded investment products is determined by the underlying securities of
the product. The fair value level of unconsolidated seeded investment products is determined using the underlying inputs
used in the calculation of the NAV of each product.
Level 2 Fair Value Measurements
Our Level 2 fair value measurements consist mostly of consolidated seeded investment products and our long-term debt.
The fair value of consolidated seeded investment products is determined by the underlying securities of the product. The
fair value of our long-term debt is determined using broker quotes and recent trading activity, which are considered
Level 2 inputs.
Level 3 Fair Value Measurements
Our assets and liabilities measured at Level 3 are primarily private equity investments, contingent deferred consideration
and deferred compensation liabilities that are held against investments in our fund products, where the significant
valuation inputs are unobservable.
Private equity investments are valued using a combination of the enterprise value/EBITDA multiple method and the
DCF method. Significant unobservable inputs include discount rates, EBITDA multiple and price-earnings ratio, taking
into account management’s experience and knowledge of market conditions of the specific industries.
Details of inputs used to calculate the fair value of contingent deferred consideration can be found in Note 10 — Fair
Value Measurements.
Nonrecurring Fair Value Measurements
Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of
goodwill and intangible assets on initial recognition using DCF analysis that requires assumptions regarding projected
future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements
of these assets and liabilities, such measurements are classified as Level 3. See the Goodwill and Intangible Assets, Net
accounting policy set forth within this note for further information.
Measurements of fair value are classified within a hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value based on whether the inputs to those valuation techniques are observable or unobservable.
Income Taxes
The valuation hierarchy contains three levels:
● Level 1 — Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active
markets.
● Level 2 — Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not
active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs
directly or indirectly related to the asset or liability being measured.
We provide for current tax expense according to the tax laws in each jurisdiction in which we operate, using tax rates
and laws that have been enacted by the balance sheet date.
Deferred income tax assets and liabilities are recorded for temporary differences between the financial statement and
income tax basis of assets and liabilities as measured by the enacted income tax rates that may be in effect when these
differences reverse. The effect of changes in tax rates on our deferred tax assets and liabilities is recognized as income
tax within net income in the period that includes the enactment date. Significant management judgment is required in
developing our provision for income taxes, including the valuation allowances that might be required against deferred
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tax assets and the evaluation of unrecognized tax benefits resulting from uncertain tax positions taken or expected to be
taken in a tax return.
subsequent month is added to each successive performance measurement period until a 36-month period is achieved. At
that point, the measurement period becomes a rolling 36-month period.
We periodically assess the recoverability of our deferred tax assets and the need for valuation allowances on these assets.
We make these assessments based on the weight of available evidence regarding possible sources of future taxable
income and estimates relating to the future performance of the business that results in taxable income.
In evaluating uncertain tax positions, we consider the probability that the tax benefit can be sustained on examination by
a taxing authority on the basis of its technical merits (“the recognition threshold”). For tax positions meeting this
threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with
the taxing authority on the basis of a cumulative-probability assessment of the possible outcomes. For tax positions not
meeting the recognition threshold, no financial statement benefit is recognized. We recognize the accrual of interest and
penalties on uncertain tax positions as a component of the income tax provision.
Revenue Recognition
Revenue is measured and recognized based on the five-step process outlined in U.S. GAAP. Revenue is determined
based on the transaction price negotiated with the customer, net of rebates. Management fees, performance fees,
shareowner servicing fees and other revenue are derived from providing professional services to manage investment
products.
Management fees are earned over time as services are provided and are generally based on a percentage of the market
value of AUM. These fees are calculated as a percentage of either the daily, month-end or quarter-end average asset
balance in accordance with contractual agreements.
Performance fees are specified in certain fund and client contracts and are based on investment performance either on an
absolute basis or compared to an established index over a specified period of time. Performance fees are generated on
certain management contracts when performance hurdles or other specified criteria are achieved. Performance fees for
all fund ranges and separate accounts are recognized when it is probable that a significant reversal of revenue recognized
will not occur in future periods. There are no performance fee contracts where revenue can be clawed back. There are no
cumulative revenues recognized that would be reversed if all of the existing investments became worthless.
Management fees are primarily received monthly or quarterly, while performance fees are usually received monthly,
quarterly or annually, although the frequency of receipt varies between agreements. Management and performance fee
revenue earned but not yet received is recognized within fees and other receivables on our Consolidated Balance Sheets.
Shareowner servicing fees are earned for services rendered related to transfer agent and administrative activities
performed for investment products. These services are transferred over time and are generally based on a percentage of
the market value of AUM.
Other revenue includes distribution and servicing fees earned from U.S. mutual funds associated with mutual fund
transfer agent, accounting, shareholder servicing and participant recordkeeping activities. These services are transferred
over time and are generally based on a percentage of the market value of AUM.
U.S. Mutual Fund Performance Fees
The investment management fee paid by each U.S. mutual fund subject to a performance fee is the base management fee
plus or minus a performance fee adjustment as determined by the relative investment performance of the fund compared
to a specified benchmark index. Under the performance-based fee structure, the investment advisory fee paid by each
fund consists of two components: (i) a base fee calculated by applying the contractual fixed rate of the advisory fee to
the fund’s average daily net assets during the previous month, plus or minus (ii) a performance fee adjustment calculated
by applying a variable rate of up to 0.15% to the fund’s average daily net assets during the performance measurement
period. The performance measurement period begins as a trailing period ranging from 12 to 18 months, and each
The addition of performance fees to all funds without such fees is subject to the approval of both a majority of the
shareholders of such funds and the funds’ independent board of trustees.
Principal Versus Agent
We utilize third-party intermediaries to fulfill certain performance obligations in our revenue agreements. Generally, we
are deemed to be the principal in these arrangements because we control the investment management and other related
services before they are transferred to customers. Such control is evidenced by our primary responsibility to customers,
the ability to negotiate the third-party contract price and select and direct third-party service providers, or a combination
of these factors. Therefore, distribution and service fee revenues and the related third-party distribution and service
expenses are reported on a gross basis.
Operating Expenses
Operating expenses are accrued and recognized as incurred.
Stock-Based Compensation
We grant stock-based awards to our employees, all of which are classified as equity settled stock-based payments.
Equity settled stock-based payments are measured at the fair value of the shares at the grant date. The awards are
expensed, with a corresponding increase in reserves, on a graded basis over the vesting period. Forfeitures are
recognized as they occur.
The grant date fair value for stock options is determined using the Black-Scholes option pricing model, and the grant
date fair value of restricted stock is determined from the market price on the date of grant. The Black-Scholes model
requires management to determine certain variables; the assumptions used in the Black-Scholes option pricing model
include dividend yield, expected volatility, risk-free interest rate and expected life. The dividend yield and expected
volatility are determined using historical Group data. The risk-free interest rate for options granted is based on the three-
year UK treasury coupon at the time of the grant. The expected life of the stock options is the same as the service
conditions applicable to all Company awards.
We generally use the Monte Carlo model to determine the fair value of performance-based awards. The assumptions
used in the Monte Carlo model include dividend yield, share price volatility and discount rate.
We had no stock-based compensation costs included in retained earnings during the years ended December 31, 2020,
2019 and 2018. We had no proceeds or accumulated balance from stock-based compensation plans included in retained
earnings for the years ended December 31, 2020, 2019 and 2018.
Commissions
Earnings Per Share
Commissions on management fees are accounted for on an accrual basis and are recognized in the accounting period in
which the associated management fee is earned.
Basic earnings per share attributable to our shareholders is calculated by dividing net income (adjusted for the allocation
of earnings to participating restricted stock awards) by the weighted average number of shares outstanding. We have
calculated earnings per share using the two-class method. There are some participating restricted stock awards that are
paid non-forfeitable dividends. Under the two-class method, net income attributable to JHG is adjusted for the allocation
of earnings to participating restricted stock awards.
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tax assets and the evaluation of unrecognized tax benefits resulting from uncertain tax positions taken or expected to be
taken in a tax return.
subsequent month is added to each successive performance measurement period until a 36-month period is achieved. At
that point, the measurement period becomes a rolling 36-month period.
We periodically assess the recoverability of our deferred tax assets and the need for valuation allowances on these assets.
We make these assessments based on the weight of available evidence regarding possible sources of future taxable
income and estimates relating to the future performance of the business that results in taxable income.
In evaluating uncertain tax positions, we consider the probability that the tax benefit can be sustained on examination by
a taxing authority on the basis of its technical merits (“the recognition threshold”). For tax positions meeting this
threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with
the taxing authority on the basis of a cumulative-probability assessment of the possible outcomes. For tax positions not
meeting the recognition threshold, no financial statement benefit is recognized. We recognize the accrual of interest and
penalties on uncertain tax positions as a component of the income tax provision.
Revenue Recognition
products.
Revenue is measured and recognized based on the five-step process outlined in U.S. GAAP. Revenue is determined
based on the transaction price negotiated with the customer, net of rebates. Management fees, performance fees,
shareowner servicing fees and other revenue are derived from providing professional services to manage investment
Management fees are earned over time as services are provided and are generally based on a percentage of the market
value of AUM. These fees are calculated as a percentage of either the daily, month-end or quarter-end average asset
balance in accordance with contractual agreements.
Performance fees are specified in certain fund and client contracts and are based on investment performance either on an
absolute basis or compared to an established index over a specified period of time. Performance fees are generated on
certain management contracts when performance hurdles or other specified criteria are achieved. Performance fees for
all fund ranges and separate accounts are recognized when it is probable that a significant reversal of revenue recognized
will not occur in future periods. There are no performance fee contracts where revenue can be clawed back. There are no
cumulative revenues recognized that would be reversed if all of the existing investments became worthless.
Management fees are primarily received monthly or quarterly, while performance fees are usually received monthly,
quarterly or annually, although the frequency of receipt varies between agreements. Management and performance fee
revenue earned but not yet received is recognized within fees and other receivables on our Consolidated Balance Sheets.
Shareowner servicing fees are earned for services rendered related to transfer agent and administrative activities
performed for investment products. These services are transferred over time and are generally based on a percentage of
the market value of AUM.
Other revenue includes distribution and servicing fees earned from U.S. mutual funds associated with mutual fund
transfer agent, accounting, shareholder servicing and participant recordkeeping activities. These services are transferred
over time and are generally based on a percentage of the market value of AUM.
U.S. Mutual Fund Performance Fees
The investment management fee paid by each U.S. mutual fund subject to a performance fee is the base management fee
plus or minus a performance fee adjustment as determined by the relative investment performance of the fund compared
to a specified benchmark index. Under the performance-based fee structure, the investment advisory fee paid by each
fund consists of two components: (i) a base fee calculated by applying the contractual fixed rate of the advisory fee to
the fund’s average daily net assets during the previous month, plus or minus (ii) a performance fee adjustment calculated
by applying a variable rate of up to 0.15% to the fund’s average daily net assets during the performance measurement
period. The performance measurement period begins as a trailing period ranging from 12 to 18 months, and each
The addition of performance fees to all funds without such fees is subject to the approval of both a majority of the
shareholders of such funds and the funds’ independent board of trustees.
Principal Versus Agent
We utilize third-party intermediaries to fulfill certain performance obligations in our revenue agreements. Generally, we
are deemed to be the principal in these arrangements because we control the investment management and other related
services before they are transferred to customers. Such control is evidenced by our primary responsibility to customers,
the ability to negotiate the third-party contract price and select and direct third-party service providers, or a combination
of these factors. Therefore, distribution and service fee revenues and the related third-party distribution and service
expenses are reported on a gross basis.
Operating Expenses
Operating expenses are accrued and recognized as incurred.
Stock-Based Compensation
We grant stock-based awards to our employees, all of which are classified as equity settled stock-based payments.
Equity settled stock-based payments are measured at the fair value of the shares at the grant date. The awards are
expensed, with a corresponding increase in reserves, on a graded basis over the vesting period. Forfeitures are
recognized as they occur.
The grant date fair value for stock options is determined using the Black-Scholes option pricing model, and the grant
date fair value of restricted stock is determined from the market price on the date of grant. The Black-Scholes model
requires management to determine certain variables; the assumptions used in the Black-Scholes option pricing model
include dividend yield, expected volatility, risk-free interest rate and expected life. The dividend yield and expected
volatility are determined using historical Group data. The risk-free interest rate for options granted is based on the three-
year UK treasury coupon at the time of the grant. The expected life of the stock options is the same as the service
conditions applicable to all Company awards.
We generally use the Monte Carlo model to determine the fair value of performance-based awards. The assumptions
used in the Monte Carlo model include dividend yield, share price volatility and discount rate.
We had no stock-based compensation costs included in retained earnings during the years ended December 31, 2020,
2019 and 2018. We had no proceeds or accumulated balance from stock-based compensation plans included in retained
earnings for the years ended December 31, 2020, 2019 and 2018.
Commissions
Commissions on management fees are accounted for on an accrual basis and are recognized in the accounting period in
which the associated management fee is earned.
Earnings Per Share
Basic earnings per share attributable to our shareholders is calculated by dividing net income (adjusted for the allocation
of earnings to participating restricted stock awards) by the weighted average number of shares outstanding. We have
calculated earnings per share using the two-class method. There are some participating restricted stock awards that are
paid non-forfeitable dividends. Under the two-class method, net income attributable to JHG is adjusted for the allocation
of earnings to participating restricted stock awards.
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Diluted earnings per share is calculated in a similar way to basic earnings per share but is adjusted for the effect of
potential common shares unless they are anti-dilutive.
Contingent Consideration
Contingent consideration, resulting from business combinations, is recognized at fair value at the acquisition date as part
of the business combination and discounted where the time value of money is material. The determination of the fair
value is based on discounted cash flows, with the key assumptions being the probability of meeting each performance
target and the discount factor applied. When the contingent consideration meets the definition of a financial liability, it is
subsequently re-measured to fair value at each reporting date through other non-operating income. Finance charges,
where discounting has been applied, are also recognized through other non-operating income. See Note 10 — Fair Value
Measurements for further information about contingent consideration on acquisitions taking place during the reporting
period.
Goodwill and Intangible Assets, Net
Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is
capitalized in the Consolidated Balance Sheets.
Intangible assets consist primarily of investment management contracts and trademarks acquired as part of business
combinations. Investment management contracts have been identified as separately identifiable intangible assets arising
on the acquisition of subsidiaries or businesses. Such contracts are recognized at the present value of the expected future
cash flows of the investment management contracts at the date of acquisition. Investment management contracts may be
classified as either indefinite-lived investment management contracts or definite-lived client relationships.
Indefinite-lived intangible assets comprise investment management agreements where the agreements are with
investment companies themselves and not with underlying investors. Such contracts are typically renewed indefinitely
and, therefore, we consider the contract life to be indefinite and, as a result, the contracts are not amortized. Definite-
lived intangible assets comprise investment management agreements where the agreements are with the underlying
investor.
Definite-lived client relationships are amortized on a straight-line basis over their remaining useful lives.
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. Intangible assets subject to amortization are tested for
impairment whenever events or circumstances indicate that the carrying value may not be recoverable. If the fair value
of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any
impairment is recognized immediately through net income and cannot subsequently be reversed. We have determined
that we have one reporting unit for goodwill impairment testing purposes, which is consistent with internal management
reporting and management’s oversight of operations. We may first assess goodwill for impairment using qualitative
factors to determine whether it is necessary to perform a quantitative impairment test.
Goodwill and intangible assets require significant management estimates and judgment, including the valuation and
expected life determination upon inception and the ongoing evaluation for impairment.
Foreign Currency
Transactions in foreign currencies are recorded at the appropriate exchange rate prevailing at the date of the transaction.
Foreign currency monetary balances at the reporting date are converted at the prevailing exchange rate. Foreign currency
non-monetary balances carried at fair value or cost are translated at the rates prevailing at the date when the fair value or
cost is determined. Gains and losses arising on retranslation are recognized as a component of net income.
comprehensive income. Where net investment hedge accounting is applied using foreign currency forward contracts, the
fair value movement on these contracts is also recognized within accumulated other comprehensive income. In the
period in which an operation is disposed of, translation differences previously recognized in accumulated other
comprehensive income are recognized as a component of net income.
Post-Employment Retirement Benefits
We provide employees with retirement benefits through both defined benefit and defined contribution plans. The assets
of these plans are held separately from our general assets in trustee-administered funds.
Contributions to the defined contribution plan are expensed to employee compensation and benefits on the Consolidated
Statements of Comprehensive Income when they become payable.
Defined benefit obligations and the cost of providing benefits are determined annually by independent qualified actuaries
using the projected unit credit method. Our annual measurement date of the defined benefit plan is December 31. The
defined benefit obligation is measured as the present value of the estimated future cash outflows using a discount rate
based on AA-rated corporate bond yields of appropriate duration. The plan assets are recognized at fair value. The
funded status of the defined benefit pension plans (the resulting surplus or deficit of defined benefit assets less liabilities)
is recognized in the Consolidated Balance Sheets, net of any taxes that would be deducted at source.
Actuarial gains and losses arise as a result of the difference between actual experience and actuarial assumptions. We
have adopted the 10% corridor method for recognizing actuarial gains and losses, which means that cumulative actuarial
gains or losses up to an amount equal to 10% of the higher of the liabilities or assets of the scheme (the corridor) have no
immediate impact on net income and are instead recognized through other comprehensive income. Cumulative gains or
losses greater than the corridor are amortized to net income over the average remaining future working lifetime of the
active members in the plan.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive
Income and includes service cost, interest cost, expected return on plan assets and any actuarial gains and losses
previously recognized as a component of other comprehensive income that have been amortized in the period. Net
periodic benefit costs, with the exception of service costs, are recognized in other non-operating income in the
consolidated statements of income; service costs are recognized in employee compensation and benefits.
See Note 16 — Retirement Benefit Plans for further discussion of our pension plans.
Common Stock
JHG’s ordinary shares, par value $1.50 per share, are classified as equity instruments. Equity shares issued by us are
recorded at the fair value of the proceeds received or the market price on the day of issue. Direct issue costs, net of tax,
are deducted from additional paid-in-capital within equity.
Treasury shares held are equity shares of JHG acquired by or issued to employee benefit trusts. Treasury shares held are
recorded at cost and are deducted from equity. No gain or loss is recognized in the Consolidated Statements of
Comprehensive Income on the purchase, issue, sale or cancellation of our own equity shares.
Note 3 — Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted
Implementation Costs — Cloud Computing Arrangements
On consolidation, the assets and liabilities of our operations for which the functional currency is not USD are translated
at exchange rates prevailing at the reporting date. Income and expense items are recognized at an average monthly
exchange rate. Exchange differences arising, if any, are taken through other comprehensive income to accumulated other
In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”)
that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the
requirements for implementation costs incurred to develop or obtain internal-use software. The ASU became effective
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Diluted earnings per share is calculated in a similar way to basic earnings per share but is adjusted for the effect of
potential common shares unless they are anti-dilutive.
Contingent Consideration
Contingent consideration, resulting from business combinations, is recognized at fair value at the acquisition date as part
of the business combination and discounted where the time value of money is material. The determination of the fair
value is based on discounted cash flows, with the key assumptions being the probability of meeting each performance
target and the discount factor applied. When the contingent consideration meets the definition of a financial liability, it is
subsequently re-measured to fair value at each reporting date through other non-operating income. Finance charges,
where discounting has been applied, are also recognized through other non-operating income. See Note 10 — Fair Value
Measurements for further information about contingent consideration on acquisitions taking place during the reporting
period.
Goodwill and Intangible Assets, Net
Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is
capitalized in the Consolidated Balance Sheets.
Intangible assets consist primarily of investment management contracts and trademarks acquired as part of business
combinations. Investment management contracts have been identified as separately identifiable intangible assets arising
on the acquisition of subsidiaries or businesses. Such contracts are recognized at the present value of the expected future
cash flows of the investment management contracts at the date of acquisition. Investment management contracts may be
classified as either indefinite-lived investment management contracts or definite-lived client relationships.
Indefinite-lived intangible assets comprise investment management agreements where the agreements are with
investment companies themselves and not with underlying investors. Such contracts are typically renewed indefinitely
and, therefore, we consider the contract life to be indefinite and, as a result, the contracts are not amortized. Definite-
lived intangible assets comprise investment management agreements where the agreements are with the underlying
investor.
Definite-lived client relationships are amortized on a straight-line basis over their remaining useful lives.
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. Intangible assets subject to amortization are tested for
impairment whenever events or circumstances indicate that the carrying value may not be recoverable. If the fair value
of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any
impairment is recognized immediately through net income and cannot subsequently be reversed. We have determined
that we have one reporting unit for goodwill impairment testing purposes, which is consistent with internal management
reporting and management’s oversight of operations. We may first assess goodwill for impairment using qualitative
factors to determine whether it is necessary to perform a quantitative impairment test.
Goodwill and intangible assets require significant management estimates and judgment, including the valuation and
expected life determination upon inception and the ongoing evaluation for impairment.
Foreign Currency
Transactions in foreign currencies are recorded at the appropriate exchange rate prevailing at the date of the transaction.
Foreign currency monetary balances at the reporting date are converted at the prevailing exchange rate. Foreign currency
non-monetary balances carried at fair value or cost are translated at the rates prevailing at the date when the fair value or
cost is determined. Gains and losses arising on retranslation are recognized as a component of net income.
comprehensive income. Where net investment hedge accounting is applied using foreign currency forward contracts, the
fair value movement on these contracts is also recognized within accumulated other comprehensive income. In the
period in which an operation is disposed of, translation differences previously recognized in accumulated other
comprehensive income are recognized as a component of net income.
Post-Employment Retirement Benefits
We provide employees with retirement benefits through both defined benefit and defined contribution plans. The assets
of these plans are held separately from our general assets in trustee-administered funds.
Contributions to the defined contribution plan are expensed to employee compensation and benefits on the Consolidated
Statements of Comprehensive Income when they become payable.
Defined benefit obligations and the cost of providing benefits are determined annually by independent qualified actuaries
using the projected unit credit method. Our annual measurement date of the defined benefit plan is December 31. The
defined benefit obligation is measured as the present value of the estimated future cash outflows using a discount rate
based on AA-rated corporate bond yields of appropriate duration. The plan assets are recognized at fair value. The
funded status of the defined benefit pension plans (the resulting surplus or deficit of defined benefit assets less liabilities)
is recognized in the Consolidated Balance Sheets, net of any taxes that would be deducted at source.
Actuarial gains and losses arise as a result of the difference between actual experience and actuarial assumptions. We
have adopted the 10% corridor method for recognizing actuarial gains and losses, which means that cumulative actuarial
gains or losses up to an amount equal to 10% of the higher of the liabilities or assets of the scheme (the corridor) have no
immediate impact on net income and are instead recognized through other comprehensive income. Cumulative gains or
losses greater than the corridor are amortized to net income over the average remaining future working lifetime of the
active members in the plan.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive
Income and includes service cost, interest cost, expected return on plan assets and any actuarial gains and losses
previously recognized as a component of other comprehensive income that have been amortized in the period. Net
periodic benefit costs, with the exception of service costs, are recognized in other non-operating income in the
consolidated statements of income; service costs are recognized in employee compensation and benefits.
See Note 16 — Retirement Benefit Plans for further discussion of our pension plans.
Common Stock
JHG’s ordinary shares, par value $1.50 per share, are classified as equity instruments. Equity shares issued by us are
recorded at the fair value of the proceeds received or the market price on the day of issue. Direct issue costs, net of tax,
are deducted from additional paid-in-capital within equity.
Treasury shares held are equity shares of JHG acquired by or issued to employee benefit trusts. Treasury shares held are
recorded at cost and are deducted from equity. No gain or loss is recognized in the Consolidated Statements of
Comprehensive Income on the purchase, issue, sale or cancellation of our own equity shares.
Note 3 — Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted
Implementation Costs — Cloud Computing Arrangements
On consolidation, the assets and liabilities of our operations for which the functional currency is not USD are translated
at exchange rates prevailing at the reporting date. Income and expense items are recognized at an average monthly
exchange rate. Exchange differences arising, if any, are taken through other comprehensive income to accumulated other
In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”)
that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the
requirements for implementation costs incurred to develop or obtain internal-use software. The ASU became effective
78
79
January 1, 2020, for calendar year-end companies and for the interim periods within those years. The ASU allows either
a retrospective or prospective approach to all implementation costs incurred after adoption. We adopted the ASU
effective January 1, 2020, using the prospective approach. There were $4.4 million in cloud computing implementation
costs capitalized to other long-term assets in 2020. We generally expect increased capitalized costs as our previous
policy dictated that implementation costs incurred in a hosting arrangement be expensed as incurred.
Retirement Benefit Plans
In August 2018, the FASB issued an ASU that modifies the disclosure requirements for employers that sponsor defined
benefit pension plans. The ASU removes, adds and clarifies a number of disclosure requirements related to sponsored
benefit plans. The standard is effective January 1, 2020, for calendar year-end companies, and early adoption is
permitted. We adopted the ASU effective January 1, 2020; the adoption did not have a significant impact on the
disclosures for our defined benefit plans.
Recent Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued an ASU that simplifies the accounting for income taxes by removing certain
exceptions to the general principles and clarifying and amending current guidance. The ASU is effective January 1, 2021
and early adoption is permitted. We are evaluating the effect of adopting this new accounting standard, but we do not
expect this ASU to have a material impact on our results of operations or financial position.
Note 4 — Dispositions
On December 3, 2019, Henderson Global Investors (North America), Inc. (“HGINA”), a subsidiary of the Company,
entered into an agreement to sell its 100% ownership interest in Geneva to GCM Purchaser, LLC. The sale closed on
March 17, 2020.
Consideration included aggregate cash consideration of $38.4 million and contingent consideration (the “Earnout”)
based on future revenue. Payments under the Earnout are to be made quarterly over a five-year term, with minimum
aggregate payments of $20.5 million and maximum aggregate payments of $35.0 million. We recognized a gain on the
sale of Geneva of $16.2 million in other non-operating income, net on the Consolidated Statements of Comprehensive
Income during the year ended December 31, 2020.
The gain on the sale of Geneva was calculated as follows (in millions):
Consideration received:
Cash
Minimum earnout
Less carrying amount of assets and liabilities:
Intangible assets
Other assets
Other liabilities
Less: Goodwill allocation
Net gain on sale, before taxes
Note 5 — Consolidation
Variable Interest Entities
Consolidated Variable Interest Entities
Initial gain
on sale
Adjustments
Final gain
on sale
$
$
38.6 $
20.5
17.9
0.3
—
23.5
17.4 $
(0.2) $
—
—
2.9
(1.9)
—
(1.2) $
38.4
20.5
17.9
3.2
(1.9)
23.5
16.2
Our consolidated VIEs as of December 31, 2020 and 2019, include certain consolidated seeded investment products in
which we have an investment and act as the investment manager. The assets of these VIEs are not available to us or our
creditors. We may not, under any circumstances, access cash and cash equivalents held by consolidated VIEs to use in
our operating activities or otherwise. In addition, the investors in these VIEs have no recourse to the credit of JHG. Our
consolidated VIEs decreased $710.2 million from December 31, 2019, primarily due to the deconsolidation of certain
funds.
Unconsolidated Variable Interest Entities
The following table presents the carrying value of investment securities included on our Consolidated Balance Sheets
pertaining to unconsolidated VIEs (in millions):
Our total exposure to unconsolidated VIEs represents the value of our economic ownership interest in the investment
December 31, December 31,
2020
2019
$
9.6 $
9.9
Unconsolidated VIEs
securities.
Voting Rights Entities
Consolidated Voting Rights Entities
The following table presents the balances related to consolidated VREs that were recorded on JHG’s Consolidated
Balance Sheets, including our net interest in these products (in millions):
Investment securities
Cash and cash equivalents
Other current assets
Accounts payable and accrued liabilities
Total
December 31, December 31,
2020
2019
$
29.3 $
2.8
0.4
(0.1)
32.4
—
29.9
1.5
0.2
(0.7)
30.9
(6.3)
24.6
Redeemable noncontrolling interests in consolidated VREs
JHG's net interest in consolidated VREs
$
32.4 $
The assets of the VREs are not available to us or our creditors. We may not, under any circumstances, access cash and
cash equivalents held by consolidated VREs to use in our operating activities or otherwise. In addition, the investors in
the VREs have no recourse to the credit of JHG. Our total exposure to consolidated VREs represents the value of our
economic ownership interest in these seeded investment products.
Unconsolidated Voting Rights Entities
The following table presents the carrying value of investment securities included on our Consolidated Balance Sheets
pertaining to unconsolidated VREs (in millions):
Unconsolidated VREs
securities.
Our total exposure to unconsolidated VREs represents the value of our economic ownership interest in the investment
December 31, December 31,
2020
2019
$
63.6 $
21.5
80
81
January 1, 2020, for calendar year-end companies and for the interim periods within those years. The ASU allows either
a retrospective or prospective approach to all implementation costs incurred after adoption. We adopted the ASU
effective January 1, 2020, using the prospective approach. There were $4.4 million in cloud computing implementation
costs capitalized to other long-term assets in 2020. We generally expect increased capitalized costs as our previous
policy dictated that implementation costs incurred in a hosting arrangement be expensed as incurred.
Retirement Benefit Plans
our operating activities or otherwise. In addition, the investors in these VIEs have no recourse to the credit of JHG. Our
consolidated VIEs decreased $710.2 million from December 31, 2019, primarily due to the deconsolidation of certain
funds.
Unconsolidated Variable Interest Entities
The following table presents the carrying value of investment securities included on our Consolidated Balance Sheets
pertaining to unconsolidated VIEs (in millions):
In August 2018, the FASB issued an ASU that modifies the disclosure requirements for employers that sponsor defined
benefit pension plans. The ASU removes, adds and clarifies a number of disclosure requirements related to sponsored
benefit plans. The standard is effective January 1, 2020, for calendar year-end companies, and early adoption is
permitted. We adopted the ASU effective January 1, 2020; the adoption did not have a significant impact on the
Unconsolidated VIEs
December 31, December 31,
2020
2019
$
9.6 $
9.9
disclosures for our defined benefit plans.
Recent Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued an ASU that simplifies the accounting for income taxes by removing certain
exceptions to the general principles and clarifying and amending current guidance. The ASU is effective January 1, 2021
and early adoption is permitted. We are evaluating the effect of adopting this new accounting standard, but we do not
expect this ASU to have a material impact on our results of operations or financial position.
Note 4 — Dispositions
March 17, 2020.
On December 3, 2019, Henderson Global Investors (North America), Inc. (“HGINA”), a subsidiary of the Company,
entered into an agreement to sell its 100% ownership interest in Geneva to GCM Purchaser, LLC. The sale closed on
Consideration included aggregate cash consideration of $38.4 million and contingent consideration (the “Earnout”)
based on future revenue. Payments under the Earnout are to be made quarterly over a five-year term, with minimum
aggregate payments of $20.5 million and maximum aggregate payments of $35.0 million. We recognized a gain on the
sale of Geneva of $16.2 million in other non-operating income, net on the Consolidated Statements of Comprehensive
Income during the year ended December 31, 2020.
The gain on the sale of Geneva was calculated as follows (in millions):
Initial gain
on sale
Adjustments
Final gain
on sale
$
38.6 $
20.5
(0.2) $
—
17.9
0.3
—
23.5
—
2.9
(1.9)
—
$
17.4 $
(1.2) $
38.4
20.5
17.9
3.2
(1.9)
23.5
16.2
Less carrying amount of assets and liabilities:
Consideration received:
Cash
Minimum earnout
Intangible assets
Other assets
Other liabilities
Less: Goodwill allocation
Net gain on sale, before taxes
Note 5 — Consolidation
Variable Interest Entities
Consolidated Variable Interest Entities
Our consolidated VIEs as of December 31, 2020 and 2019, include certain consolidated seeded investment products in
which we have an investment and act as the investment manager. The assets of these VIEs are not available to us or our
creditors. We may not, under any circumstances, access cash and cash equivalents held by consolidated VIEs to use in
Our total exposure to unconsolidated VIEs represents the value of our economic ownership interest in the investment
securities.
Voting Rights Entities
Consolidated Voting Rights Entities
The following table presents the balances related to consolidated VREs that were recorded on JHG’s Consolidated
Balance Sheets, including our net interest in these products (in millions):
Investment securities
Cash and cash equivalents
Other current assets
Accounts payable and accrued liabilities
Total
Redeemable noncontrolling interests in consolidated VREs
JHG's net interest in consolidated VREs
December 31, December 31,
2020
2019
$
$
29.3 $
2.8
0.4
(0.1)
32.4
—
32.4 $
29.9
1.5
0.2
(0.7)
30.9
(6.3)
24.6
The assets of the VREs are not available to us or our creditors. We may not, under any circumstances, access cash and
cash equivalents held by consolidated VREs to use in our operating activities or otherwise. In addition, the investors in
the VREs have no recourse to the credit of JHG. Our total exposure to consolidated VREs represents the value of our
economic ownership interest in these seeded investment products.
Unconsolidated Voting Rights Entities
The following table presents the carrying value of investment securities included on our Consolidated Balance Sheets
pertaining to unconsolidated VREs (in millions):
Unconsolidated VREs
December 31, December 31,
2020
2019
$
63.6 $
21.5
Our total exposure to unconsolidated VREs represents the value of our economic ownership interest in the investment
securities.
80
81
Note 6 — Investment Securities
Our investment securities as of December 31, 2020 and 2019, are summarized as follows (in millions):
We recognized the following foreign currency translation gains (losses) on hedged seed investments denominated in
currencies other than our functional currency and gains (losses) associated with foreign currency forward contracts under
net investment hedge accounting for the years ended December 31, 2020, 2019 and 2018 (in millions):
Seeded investment products:
Consolidated VIEs
Consolidated VREs
Unconsolidated VIEs and VREs
Separate accounts
Pooled investment funds
Total seeded investment products
Investments related to deferred compensation plans
Other investments
Total investment securities
December 31, December 31,
2020
2019
$
$
214.6 $
29.3
73.2
63.5
0.1
380.7
96.5
5.5
482.7 $
924.8
29.9
31.4
60.8
0.1
1,047.0
125.9
5.4
1,178.3
Trading Securities
Net unrealized gains (losses) on investment securities held by us as of December 31, 2020, 2019 and 2018, are
summarized as follows (in millions):
Unrealized gains (losses) on investment securities held at period end
$
Derivative Instruments
Year ended
December 31,
2019
19.2 $
2020
69.8 $
2018
(40.6)
We maintain an economic hedge program that uses derivative instruments to mitigate against market volatility of certain
seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps (“TRSs”) and
credit default swaps. Foreign currency exposures associated with our seeded investment products are also hedged by
using foreign currency forward contracts. We also have a net investment hedge related to foreign currency translation on
hedged seed investments denominated in currencies other than our functional currency.
We were a party to the following derivative instruments as of December 31, 2020 and 2019 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts
Notional value
December 31, 2020 December 31, 2019
222.9
$
143.0
46.3
327.8
164.5 $
166.2
35.6
205.0
The derivative instruments are not designated as hedges for accounting purposes, with the exception of certain foreign
currency forward contracts used for net investment hedging. Changes in fair value of the futures, index swaps, TRSs and
credit default swaps are recognized in investment gains (losses), net in our Consolidated Statements of Comprehensive
Income. Changes in the fair value of the foreign currency forward contracts designated as hedges for accounting
purposes are recognized in other comprehensive income (loss), net of tax on our Consolidated Statements of
Comprehensive Income.
Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or accounts
payable and accrued liabilities on the Consolidated Balance Sheets. As of December 31, 2020, derivative assets and
liabilities were $9.1 million and $10.8 million, respectively.
Foreign currency translation
Foreign currency forward contracts
Total
Year ended December 31,
2020
2019
2018
$
3.7 $
(1.1) $
(6.8)
(3.7)
1.1
$
— $
— $
6.8
—
In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also
occasionally engage in short sales of securities. As of December 31, 2020, the fair value of securities sold but not yet
purchased was $7.9 million. The cash received from the short sale and the obligation to repurchase the shares are
classified in other current assets and accounts payable and accrued liabilities on our Consolidated Balance Sheets,
respectively. Fair value adjustments are recognized in investment gains (losses), net on our Consolidated Statements of
Comprehensive Income.
In January of 2021, we implemented a balance sheet foreign currency hedging program (the “Program”) with the
objective of taking reasonable measures to minimize the effects of foreign currency remeasurement of monetary balance
sheet accounts on the income statement. The program is not designed to eliminate all impacts of foreign currency risk,
rather it is designed to reduce income statement volatility. The Program will utilize foreign currency forward contracts to
achieve its objectives and it will be considered an economic hedge for accounting purposes.
Derivative Instruments in Consolidated Seeded Investment Products
Certain of our consolidated seeded investment products utilize derivative instruments to contribute to the achievement of
defined investment objectives. These derivative instruments are classified within other current assets or accounts payable
and accrued liabilities on our Consolidated Balance Sheets. Gains and losses on these derivative instruments are
classified within investment gains (losses), net in our Consolidated Statements of Comprehensive Income.
Our consolidated seeded investment products were party to the following derivative instruments as of
December 31, 2020 and 2019 (in millions):
Futures
Contracts for differences
Credit default swaps
Total return swaps
Interest rate swaps
Options
Foreign currency forward contracts
Notional Value
December 31, 2020 December 31, 2019
$
57.0 $
—
1.5
—
75.0
0.5
56.1
88.3
15.5
0.1
0.1
19.4
1.0
167.5
82
83
Note 6 — Investment Securities
Our investment securities as of December 31, 2020 and 2019, are summarized as follows (in millions):
We recognized the following foreign currency translation gains (losses) on hedged seed investments denominated in
currencies other than our functional currency and gains (losses) associated with foreign currency forward contracts under
net investment hedge accounting for the years ended December 31, 2020, 2019 and 2018 (in millions):
2020
— $
3.7 $
(3.7)
2018
(6.8)
6.8
—
Year ended December 31,
2019
(1.1) $
1.1
— $
Foreign currency translation
Foreign currency forward contracts
Total
$
$
Seeded investment products:
Consolidated VIEs
Consolidated VREs
Unconsolidated VIEs and VREs
Separate accounts
Pooled investment funds
Total seeded investment products
Investments related to deferred compensation plans
Other investments
Total investment securities
December 31, December 31,
2020
2019
$
214.6 $
924.8
29.3
73.2
63.5
0.1
380.7
96.5
5.5
29.9
31.4
60.8
0.1
1,047.0
125.9
5.4
$
482.7 $
1,178.3
Trading Securities
Net unrealized gains (losses) on investment securities held by us as of December 31, 2020, 2019 and 2018, are
summarized as follows (in millions):
Unrealized gains (losses) on investment securities held at period end
$
69.8 $
19.2 $
(40.6)
Derivative Instruments
We maintain an economic hedge program that uses derivative instruments to mitigate against market volatility of certain
seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps (“TRSs”) and
credit default swaps. Foreign currency exposures associated with our seeded investment products are also hedged by
using foreign currency forward contracts. We also have a net investment hedge related to foreign currency translation on
hedged seed investments denominated in currencies other than our functional currency.
We were a party to the following derivative instruments as of December 31, 2020 and 2019 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts
Notional value
December 31, 2020 December 31, 2019
$
164.5 $
166.2
35.6
205.0
222.9
143.0
46.3
327.8
The derivative instruments are not designated as hedges for accounting purposes, with the exception of certain foreign
currency forward contracts used for net investment hedging. Changes in fair value of the futures, index swaps, TRSs and
credit default swaps are recognized in investment gains (losses), net in our Consolidated Statements of Comprehensive
Income. Changes in the fair value of the foreign currency forward contracts designated as hedges for accounting
purposes are recognized in other comprehensive income (loss), net of tax on our Consolidated Statements of
Comprehensive Income.
Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or accounts
payable and accrued liabilities on the Consolidated Balance Sheets. As of December 31, 2020, derivative assets and
liabilities were $9.1 million and $10.8 million, respectively.
In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also
occasionally engage in short sales of securities. As of December 31, 2020, the fair value of securities sold but not yet
purchased was $7.9 million. The cash received from the short sale and the obligation to repurchase the shares are
classified in other current assets and accounts payable and accrued liabilities on our Consolidated Balance Sheets,
respectively. Fair value adjustments are recognized in investment gains (losses), net on our Consolidated Statements of
Comprehensive Income.
In January of 2021, we implemented a balance sheet foreign currency hedging program (the “Program”) with the
objective of taking reasonable measures to minimize the effects of foreign currency remeasurement of monetary balance
sheet accounts on the income statement. The program is not designed to eliminate all impacts of foreign currency risk,
rather it is designed to reduce income statement volatility. The Program will utilize foreign currency forward contracts to
achieve its objectives and it will be considered an economic hedge for accounting purposes.
Year ended
December 31,
2020
2019
2018
Derivative Instruments in Consolidated Seeded Investment Products
Certain of our consolidated seeded investment products utilize derivative instruments to contribute to the achievement of
defined investment objectives. These derivative instruments are classified within other current assets or accounts payable
and accrued liabilities on our Consolidated Balance Sheets. Gains and losses on these derivative instruments are
classified within investment gains (losses), net in our Consolidated Statements of Comprehensive Income.
Our consolidated seeded investment products were party to the following derivative instruments as of
December 31, 2020 and 2019 (in millions):
Futures
Contracts for differences
Credit default swaps
Total return swaps
Interest rate swaps
Options
Foreign currency forward contracts
Notional Value
December 31, 2020 December 31, 2019
88.3
57.0 $
$
15.5
—
0.1
1.5
0.1
—
19.4
75.0
1.0
0.5
167.5
56.1
82
83
Investment Gains (Losses), Net
Investment gains (losses), net on our Consolidated Statements of Comprehensive Income included the following for the
years ended December 31, 2020, 2019 and 2018 (in millions):
Seeded investment products and hedges, net
Third-party ownership interests in seeded investment products
Long Tail Alpha equity method investment
Deferred equity plan
Other
$
Investment gains (losses), net
$
Cash Flows
Year ended December 31,
2019
2018
2020
26.6 $
20.1
6.0
2.1
2.7
57.5 $
3.5 $ (17.3)
(25.3)
17.2
2.0
1.5
(0.1)
9.5
2.5
(0.2)
34.2 $ (40.9)
Cash flows related to our investment securities for the years ended December 31, 2020, 2019 and 2018, are summarized
as follows (in millions):
2020
Sales,
Year ended December 31,
2019
Sales,
2018
Sales,
Purchases settlements Purchases settlements Purchases
and
and
and
and
and
settlements
and
Sale of Geneva
settlements maturities settlements maturities settlements maturities
Investment securities by consolidated seeded
investment products
Investment securities
$ (103.9) $
(120.4)
Note 7 — Goodwill and Intangible Assets
83.7 $ (903.3) $ 582.5 $ (596.4) $ 632.9
64.2
194.0
(192.5)
(29.9)
255.2
The following tables present movements in our intangible assets and goodwill during the years ended
December 31, 2020 and 2019 (in millions):
December 31,
2019
Amortization
Disposal
Impairment translation
2020
Foreign
currency December 31,
Indefinite-lived intangible assets:
Investment management agreements
Trademarks
$
2,490.3 $
380.8
— $
—
— $
—
(263.5) $
(7.7)
16.1 $
0.1
2,242.9
373.2
Definite-lived intangible assets:
Client relationships
Accumulated amortization
Net intangible assets
Goodwill
364.7
(147.2)
3,088.6 $
1,504.3 $
$
$
—
(12.4)
(12.4) $
— $
(79.3)
61.4
(17.9) $
(23.5) $
(119.0)
—
(390.2) $
(123.5) $
4.5
(2.5)
18.2 $
26.6 $
170.9
(100.7)
2,686.3
1,383.9
84
85
December 31,
Foreign
currency December 31,
2018
Amortization
Disposal
Impairment translation
2019
Indefinite-lived intangible assets:
Investment management agreements
$
2,495.5 $
Trademarks
Definite-lived intangible assets:
Client relationships
Accumulated amortization
Net intangible assets
Goodwill
380.8
363.3
(116.3)
—
(29.3)
$
$
3,123.3 $
(29.3) $
1,478.0 $
— $
— $
—
— $
—
(18.0) $
12.8 $
2,490.3
—
—
380.8
—
—
— $
— $
—
—
1.4
(1.6)
364.7
(147.2)
(18.0) $
12.6 $
3,088.6
— $
26.3 $
1,504.3
Indefinite-lived intangible assets represent certain investment management contracts where we expect both the renewal
of the contracts and the cash flows generated by them to continue indefinitely. Trademarks primarily relate to JCG and
were acquired as a result of the Merger. Definite-lived intangible assets represent client relationships, which are
amortized over their estimated lives using the straight-line method. The initial estimated weighted-average life of the
client relationships is approximately 13 years.
Foreign currency translation movements in the table primarily relate to the translation of the intangible assets and
goodwill balances denominated in non-USD currencies to our functional and presentational currency of USD using the
closing foreign currency exchange rate at the end of each reporting period.
On December 3, 2019, HGINA, a subsidiary of JHG, entered into an agreement to sell its 100% ownership interest in
Geneva to GCM Purchaser, LLC. The sale closed on March 17, 2020. The transaction included $17.9 million of net
intangible assets and goodwill of $23.5 million, as disclosed in the disposal column above. Refer to Note 4 —
Dispositions for additional information on the sale of Geneva.
VelocityShares Exchange-Traded Notes
In June 2020, a third-party issuer announced its intent to delist and suspend further issuances of the majority of
VelocityShares exchange-traded notes (“ETNs”). The announcement was considered a triggering event for performing
an interim impairment assessment of the definite-lived intangible asset. We qualitatively assessed the asset and
considered how the announcement is expected to negatively impact ETN asset levels in the short and long term. While
there will likely continue to be short-term revenue associated with the ETNs after they are delisted, the asset value is
expected to decrease until the products become fully liquidated. As such, we impaired the entire intangible asset
associated with the VelocityShares ETNs. The impairment charge of $26.4 million is included in the table above and
recorded in goodwill and intangible asset impairment charges on the Consolidated Statements of Comprehensive
Expected future amortization expense related to definite-lived intangible assets is summarized below (in millions):
Income.
Future Amortization
Future amortization
2021
2022
2023
2024
2025
Thereafter
Total
Amount
$
7.8
7.8
7.5
6.0
6.0
35.1
70.2
$
Investment Gains (Losses), Net
Investment gains (losses), net on our Consolidated Statements of Comprehensive Income included the following for the
years ended December 31, 2020, 2019 and 2018 (in millions):
Seeded investment products and hedges, net
$
26.6 $
3.5 $ (17.3)
Third-party ownership interests in seeded investment products
20.1
17.2
(25.3)
Long Tail Alpha equity method investment
Deferred equity plan
Other
Investment gains (losses), net
6.0
2.1
2.7
1.5
9.5
2.5
2.0
(0.1)
(0.2)
$
57.5 $
34.2 $ (40.9)
Year ended December 31,
2020
2019
2018
Cash Flows
as follows (in millions):
Cash flows related to our investment securities for the years ended December 31, 2020, 2019 and 2018, are summarized
Year ended December 31,
2020
Sales,
2019
Sales,
2018
Sales,
Purchases settlements Purchases settlements Purchases
settlements
and
and
and
and
and
and
settlements maturities settlements maturities settlements maturities
$ (103.9) $
83.7 $ (903.3) $ 582.5 $ (596.4) $ 632.9
(120.4)
255.2
(192.5)
194.0
(29.9)
64.2
Investment securities by consolidated seeded
investment products
Investment securities
Note 7 — Goodwill and Intangible Assets
The following tables present movements in our intangible assets and goodwill during the years ended
December 31, 2020 and 2019 (in millions):
December 31,
2019
Amortization
Disposal
Impairment translation
2020
Foreign
currency December 31,
Indefinite-lived intangible assets:
Investment management agreements
$
2,490.3 $
Trademarks
Definite-lived intangible assets:
Client relationships
Accumulated amortization
Net intangible assets
Goodwill
380.8
364.7
(147.2)
— $
—
— $
(263.5) $
16.1 $
2,242.9
—
(7.7)
0.1
373.2
—
(12.4)
(79.3)
61.4
(119.0)
—
4.5
(2.5)
170.9
(100.7)
$
$
3,088.6 $
(12.4) $
(17.9) $
(390.2) $
18.2 $
2,686.3
1,504.3 $
— $
(23.5) $
(123.5) $
26.6 $
1,383.9
December 31,
Foreign
currency December 31,
2018
Amortization
Disposal
Impairment translation
2019
Indefinite-lived intangible assets:
Investment management agreements
Trademarks
$
2,495.5 $
380.8
— $
—
— $
—
(18.0) $
—
12.8 $
—
2,490.3
380.8
Definite-lived intangible assets:
Client relationships
Accumulated amortization
Net intangible assets
Goodwill
363.3
(116.3)
3,123.3 $
1,478.0 $
$
$
—
(29.3)
(29.3) $
— $
—
—
— $
— $
—
—
(18.0) $
— $
1.4
(1.6)
12.6 $
26.3 $
364.7
(147.2)
3,088.6
1,504.3
Indefinite-lived intangible assets represent certain investment management contracts where we expect both the renewal
of the contracts and the cash flows generated by them to continue indefinitely. Trademarks primarily relate to JCG and
were acquired as a result of the Merger. Definite-lived intangible assets represent client relationships, which are
amortized over their estimated lives using the straight-line method. The initial estimated weighted-average life of the
client relationships is approximately 13 years.
Foreign currency translation movements in the table primarily relate to the translation of the intangible assets and
goodwill balances denominated in non-USD currencies to our functional and presentational currency of USD using the
closing foreign currency exchange rate at the end of each reporting period.
Sale of Geneva
On December 3, 2019, HGINA, a subsidiary of JHG, entered into an agreement to sell its 100% ownership interest in
Geneva to GCM Purchaser, LLC. The sale closed on March 17, 2020. The transaction included $17.9 million of net
intangible assets and goodwill of $23.5 million, as disclosed in the disposal column above. Refer to Note 4 —
Dispositions for additional information on the sale of Geneva.
VelocityShares Exchange-Traded Notes
In June 2020, a third-party issuer announced its intent to delist and suspend further issuances of the majority of
VelocityShares exchange-traded notes (“ETNs”). The announcement was considered a triggering event for performing
an interim impairment assessment of the definite-lived intangible asset. We qualitatively assessed the asset and
considered how the announcement is expected to negatively impact ETN asset levels in the short and long term. While
there will likely continue to be short-term revenue associated with the ETNs after they are delisted, the asset value is
expected to decrease until the products become fully liquidated. As such, we impaired the entire intangible asset
associated with the VelocityShares ETNs. The impairment charge of $26.4 million is included in the table above and
recorded in goodwill and intangible asset impairment charges on the Consolidated Statements of Comprehensive
Income.
Future Amortization
Expected future amortization expense related to definite-lived intangible assets is summarized below (in millions):
Future amortization
2021
2022
2023
2024
2025
Thereafter
Total
Amount
7.8
$
7.8
7.5
6.0
6.0
35.1
70.2
$
84
85
Impairment Testing
Balance Sheet
In March 2020, the World Health Organization declared COVID-19 a pandemic. The impact of COVID-19 on the global
economy and businesses has been extreme and continues to evolve, and its future effects are uncertain. Our financial
results are directly impacted by volatility in the global financial markets. In March 2020, the global financial markets
declined substantially and our AUM was significantly impacted. We therefore determined that the sudden and severe
decline in our AUM was a triggering event for performing an interim impairment assessment of our goodwill and
intangible assets.
A DCF model was used to determine the estimated fair value of our sole reporting unit, certain investment management
agreements and certain client relationships while a relief from royalty method was used for trademarks. Some of the
inputs used in the DCF and relief from royalty models required significant management judgment, including the discount
rate, terminal growth rate, forecasted financial results and market returns. Management’s judgment used in the
assessments was more significant under the market conditions and economic uncertainty created by COVID-19.
Impairment was assessed by comparing the estimated fair value of our sole reporting unit or intangible asset to its
carrying value. The carrying value of certain investment management agreements, trademarks and client relationships
exceeded their estimated fair value, and we recognized impairments of $263.5 million, $7.7 million and $92.6 million,
respectively, during the three months ended March 31, 2020. The carrying value of our reporting unit was reduced by the
intangible asset impairment charges prior to assessing goodwill for impairment. The goodwill impairment assessment
indicated the carrying value of our reporting unit exceeded its estimated fair value by $123.5 million. Each impairment
charge is recorded in goodwill and intangible asset impairment charges on the Statements of Comprehensive Income.
If our AUM is further impacted by the global economic conditions caused by COVID-19, such as adverse and significant
declines in the value of global financial markets, or other events and circumstances that might negatively affect our
AUM, additional impairments of goodwill or intangible assets are possible in future periods.
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. We perform our annual impairment assessment of
goodwill and indefinite-lived intangible assets as of October 1 of each year. For our 2020 assessment, we elected to
perform step one of the goodwill impairment assessment comparing the estimated fair value of the reporting unit to its
carrying value. We opted to use a market value approach with a control premium to estimate the enterprise value of our
sole reporting unit. The results of the assessment revealed the estimated fair value of the reporting unit was $0.4 billion
greater than the carrying value.
We assessed our indefinite-lived and definite-lived intangible assets as part of our annual impairment assessment. We
used a qualitative approach to determine the likelihood of impairment, with AUM being the focus of the assessment.
After reviewing the results of the qualitative assessment, certain intangible assets comprised of investment management
agreements with a carrying value of $126.3 million as of September 30, 2020, required further review to determine if
they were impaired. We prepared a DCF model to arrive at the estimated fair value of the intangible asset, which was
above the carrying value of the asset. As discussed above, some of the inputs in the DCF model require significant
management judgment. For the remaining indefinite-lived intangible assets, we concluded it is more likely than not that
the fair values of our intangible assets exceed their carrying values; no impairment was recorded.
Note 8 — Leases
Our leases include operating and finance leases for property and equipment. Property leases include office space in the
UK, Europe, the U.S. and the Asia-Pacific region. Equipment leases include copiers and server equipment located
throughout our office space. Our leases have remaining lease terms of one year to 10 years. Certain leases include
options to extend or early terminate the leases, however, we currently do not intend to exercise these options, and they
are not reflected in our lease assets and liabilities. The impact of operating and financing leases on our financial
statements is summarized below.
Operating and financing lease assets and liabilities on our Consolidated Balance Sheets as of December 31, 2020 and
2019, consisted of the following (in millions):
Operating lease right-of-use assets:
Other non-current assets
Operating lease liabilities:
Accounts payable and accrued liabilities
Other non-current liabilities
Total operating lease liabilities
Finance lease right-of-use assets:
Property and equipment, cost
Accumulated depreciation
Property and equipment, net
Finance lease liabilities
Accounts payable and accrued liabilities
Other non-current liabilities
Total finance lease liabilities
Statement of Comprehensive Income
Operating lease cost(1)
Finance lease cost:
Amortization of right-of-use asset(2)
Interest on lease liabilities(3)
Total finance lease cost
following from tenants (in millions):
Sublease income
The components of lease expense on our Consolidated Statements of Comprehensive Income during the years ended
December 31, 2020 and 2019, are summarized below (in millions):
(1) Included in general, administrative and occupancy on our Consolidated Statements of Comprehensive Income.
(2) Included in depreciation and amortization on our Consolidated Statements of Comprehensive Income.
(3) Included in interest expense on our Consolidated Statements of Comprehensive Income.
We sublease certain office buildings in the UK. During the years ended December 31, 2020 and 2019, we received the
As collection of rents under the sublease is uncertain, we recognized impairments of a subleased ROU operating assets
during the year ended December 31, 2020 and 2019 of the following (in millions):
Impairment of a subleased right-of-use operating asset
December 31, 2020 December 31, 2019
$
121.8
$
132.6
$
$
$
$
$
$
26.8
117.8
$
144.6 $
24.9
129.4
154.3
14.9
$
(12.9)
2.0 $
13.0
(12.2)
0.8
$
0.5
1.6
2.1 $
0.8
0.1
0.9
Year ended
Year ended
December 31, 2020 December 31, 2019
31.2 $
33.7
0.9 $
0.1
1.0 $
1.1
—
1.1
Year ended
Year ended
December 31, 2020 December 31, 2019
3.0 $
7.3
Year ended
Year ended
December 31, 2020 December 31, 2019
1.4 $
5.4
$
$
$
$
$
86
87
In March 2020, the World Health Organization declared COVID-19 a pandemic. The impact of COVID-19 on the global
economy and businesses has been extreme and continues to evolve, and its future effects are uncertain. Our financial
results are directly impacted by volatility in the global financial markets. In March 2020, the global financial markets
declined substantially and our AUM was significantly impacted. We therefore determined that the sudden and severe
decline in our AUM was a triggering event for performing an interim impairment assessment of our goodwill and
intangible assets.
A DCF model was used to determine the estimated fair value of our sole reporting unit, certain investment management
agreements and certain client relationships while a relief from royalty method was used for trademarks. Some of the
inputs used in the DCF and relief from royalty models required significant management judgment, including the discount
rate, terminal growth rate, forecasted financial results and market returns. Management’s judgment used in the
assessments was more significant under the market conditions and economic uncertainty created by COVID-19.
Impairment was assessed by comparing the estimated fair value of our sole reporting unit or intangible asset to its
carrying value. The carrying value of certain investment management agreements, trademarks and client relationships
exceeded their estimated fair value, and we recognized impairments of $263.5 million, $7.7 million and $92.6 million,
respectively, during the three months ended March 31, 2020. The carrying value of our reporting unit was reduced by the
intangible asset impairment charges prior to assessing goodwill for impairment. The goodwill impairment assessment
indicated the carrying value of our reporting unit exceeded its estimated fair value by $123.5 million. Each impairment
charge is recorded in goodwill and intangible asset impairment charges on the Statements of Comprehensive Income.
If our AUM is further impacted by the global economic conditions caused by COVID-19, such as adverse and significant
declines in the value of global financial markets, or other events and circumstances that might negatively affect our
AUM, additional impairments of goodwill or intangible assets are possible in future periods.
Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in
circumstances indicate that the carrying value may be impaired. We perform our annual impairment assessment of
goodwill and indefinite-lived intangible assets as of October 1 of each year. For our 2020 assessment, we elected to
perform step one of the goodwill impairment assessment comparing the estimated fair value of the reporting unit to its
carrying value. We opted to use a market value approach with a control premium to estimate the enterprise value of our
sole reporting unit. The results of the assessment revealed the estimated fair value of the reporting unit was $0.4 billion
greater than the carrying value.
We assessed our indefinite-lived and definite-lived intangible assets as part of our annual impairment assessment. We
used a qualitative approach to determine the likelihood of impairment, with AUM being the focus of the assessment.
After reviewing the results of the qualitative assessment, certain intangible assets comprised of investment management
agreements with a carrying value of $126.3 million as of September 30, 2020, required further review to determine if
they were impaired. We prepared a DCF model to arrive at the estimated fair value of the intangible asset, which was
above the carrying value of the asset. As discussed above, some of the inputs in the DCF model require significant
management judgment. For the remaining indefinite-lived intangible assets, we concluded it is more likely than not that
the fair values of our intangible assets exceed their carrying values; no impairment was recorded.
Note 8 — Leases
Our leases include operating and finance leases for property and equipment. Property leases include office space in the
UK, Europe, the U.S. and the Asia-Pacific region. Equipment leases include copiers and server equipment located
throughout our office space. Our leases have remaining lease terms of one year to 10 years. Certain leases include
options to extend or early terminate the leases, however, we currently do not intend to exercise these options, and they
are not reflected in our lease assets and liabilities. The impact of operating and financing leases on our financial
statements is summarized below.
Impairment Testing
Balance Sheet
Operating and financing lease assets and liabilities on our Consolidated Balance Sheets as of December 31, 2020 and
2019, consisted of the following (in millions):
Operating lease right-of-use assets:
Other non-current assets
Operating lease liabilities:
Accounts payable and accrued liabilities
Other non-current liabilities
Total operating lease liabilities
Finance lease right-of-use assets:
Property and equipment, cost
Accumulated depreciation
Property and equipment, net
Finance lease liabilities
Accounts payable and accrued liabilities
Other non-current liabilities
Total finance lease liabilities
Statement of Comprehensive Income
December 31, 2020 December 31, 2019
132.6
$
121.8
$
$
$
$
$
$
$
$
26.8
117.8
144.6 $
24.9
129.4
154.3
14.9
(12.9)
$
2.0 $
13.0
(12.2)
0.8
$
0.5
1.6
2.1 $
0.8
0.1
0.9
The components of lease expense on our Consolidated Statements of Comprehensive Income during the years ended
December 31, 2020 and 2019, are summarized below (in millions):
Operating lease cost(1)
Finance lease cost:
Amortization of right-of-use asset(2)
Interest on lease liabilities(3)
Total finance lease cost
Year ended
Year ended
December 31, 2020 December 31, 2019
33.7
$
31.2 $
$
$
0.9 $
0.1
1.0 $
1.1
—
1.1
(1) Included in general, administrative and occupancy on our Consolidated Statements of Comprehensive Income.
(2) Included in depreciation and amortization on our Consolidated Statements of Comprehensive Income.
(3) Included in interest expense on our Consolidated Statements of Comprehensive Income.
We sublease certain office buildings in the UK. During the years ended December 31, 2020 and 2019, we received the
following from tenants (in millions):
Sublease income
Year ended
Year ended
December 31, 2020 December 31, 2019
7.3
$
3.0 $
As collection of rents under the sublease is uncertain, we recognized impairments of a subleased ROU operating assets
during the year ended December 31, 2020 and 2019 of the following (in millions):
Impairment of a subleased right-of-use operating asset
Year ended
Year ended
December 31, 2020 December 31, 2019
5.4
$
1.4 $
86
87
Cash Flow Statement
Note 9 — Equity Method Investments
Cash payments for operating and finance leases included in our Consolidated Statements of Cash Flows for the year
ended December 31, 2020, consisted of the following (in millions):
Equity method investments of $14.4 million and $8.8 million were recognized on our Consolidated Balance Sheets
within other non-current assets as of December 31, 2020 and 2019, respectively.
Operating cash flows from operating leases
Financing cash flows from finance leases
Year ended
Year ended
December 31, 2020 December 31, 2019
28.9
$
1.1
$
32.4 $
0.7 $
Non-cash lease transactions during the year ended December 31, 2020 and 2019, included a $1.2 million and $19.8
million ROU asset and corresponding lease liability, respectively.
Supplemental Information
The weighted-average remaining lease term, weighted-average discount rate and future lease obligations are summarized
below.
Weighted-average remaining lease term (in months):
Operating leases
Finance leases
Weighted-average discount rate(1):
Operating leases
Finance leases
Year ended
Year ended
December 31, 2020 December 31, 2019
80
15
74
52
Year ended
Year ended
December 31, 2020 December 31, 2019
4.6%
2.8%
4.2%
4.3%
(1) Discounted using incremental borrowing rates determined for each lease as of the date of adoption, including
consideration for specific interest rate environments.
We hold interests in the following investments accounted for under the equity method:
Country of
incorporation
and principal
Functional percentage
percentage
place of operation
currency
owned
owned
USA
USD
20 %
20 %
2020
2019
The share of net gain (loss) from equity method investments recognized within investment gains (losses), net on our
Consolidated Statements of Comprehensive Income was $6.0 million gain and $1.5 million gain during the years ended
Long Tail Alpha
December 31, 2020 and 2019, respectively.
Note 10 — Fair Value Measurements
The following table presents assets and liabilities in our consolidated financial statements or disclosed in the notes to our
consolidated financial statements at fair value on a recurring basis as of December 31, 2020 (in millions):
Assets:
Cash equivalents
Investment securities:
Consolidated VIEs
Other investment securities
Total investment securities
Seed hedge derivatives
Derivatives in consolidated seeded investment
products
Volantis contingent consideration
Geneva contingent consideration
Total assets
Derivatives in consolidated seeded investment
Liabilities:
products
Securities sold, not yet purchased
Seed hedge derivatives
Long-term debt(1)
Deferred bonuses
Total liabilities
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
Significant
and liabilities
observable inputs unobservable inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
525.0 $
— $
— $
525.0
125.7
230.9
356.6
—
—
—
—
7.9
—
—
—
77.7
37.2
114.9
9.1
0.9
—
—
—
10.8
348.4
—
11.2
—
11.2
—
—
2.8
17.4
—
—
—
65.2
214.6
268.1
482.7
9.1
0.9
2.8
17.4
0.2
7.9
10.8
348.4
65.2
$
881.6 $
124.9 $
31.4 $ 1,037.9
$
— $
0.2 $
— $
$
7.9 $
359.4 $
65.2 $
432.5
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
Future lease obligations (in millions)
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less interest
Total
Operating leases
32.3
$
28.3
26.0
24.7
17.3
37.0
165.6
21.0
144.6 $
Finance leases
0.5
$
0.5
0.5
0.4
0.2
—
2.1
—
2.1
$
88
89
Cash Flow Statement
Note 9 — Equity Method Investments
Cash payments for operating and finance leases included in our Consolidated Statements of Cash Flows for the year
ended December 31, 2020, consisted of the following (in millions):
Equity method investments of $14.4 million and $8.8 million were recognized on our Consolidated Balance Sheets
within other non-current assets as of December 31, 2020 and 2019, respectively.
We hold interests in the following investments accounted for under the equity method:
Country of
Long Tail Alpha
incorporation
and principal
place of operation
USA
2020
Functional percentage
currency
USD
owned
20 %
2019
percentage
owned
20 %
The weighted-average remaining lease term, weighted-average discount rate and future lease obligations are summarized
Note 10 — Fair Value Measurements
The share of net gain (loss) from equity method investments recognized within investment gains (losses), net on our
Consolidated Statements of Comprehensive Income was $6.0 million gain and $1.5 million gain during the years ended
December 31, 2020 and 2019, respectively.
The following table presents assets and liabilities in our consolidated financial statements or disclosed in the notes to our
consolidated financial statements at fair value on a recurring basis as of December 31, 2020 (in millions):
Fair value measurements using:
Quoted prices in
active markets for
(1) Discounted using incremental borrowing rates determined for each lease as of the date of adoption, including
consideration for specific interest rate environments.
Assets:
Cash equivalents
Investment securities:
Consolidated VIEs
Other investment securities
Total investment securities
identical assets Significant other
and liabilities
(Level 1)
(Level 2)
observable inputs unobservable inputs
Significant
(Level 3)
Total
$
525.0 $
— $
— $
525.0
125.7
230.9
356.6
—
77.7
37.2
114.9
9.1
—
—
—
881.6 $
0.9
—
—
124.9 $
— $
7.9
—
—
—
7.9 $
0.2 $
—
10.8
348.4
—
359.4 $
11.2
—
11.2
—
214.6
268.1
482.7
9.1
0.9
—
2.8
2.8
17.4
17.4
31.4 $ 1,037.9
— $
—
—
—
65.2
65.2 $
0.2
7.9
10.8
348.4
65.2
432.5
Seed hedge derivatives
Derivatives in consolidated seeded investment
products
Volantis contingent consideration
Geneva contingent consideration
Total assets
Liabilities:
Derivatives in consolidated seeded investment
products
Securities sold, not yet purchased
Seed hedge derivatives
Long-term debt(1)
Deferred bonuses
Total liabilities
$
$
$
Non-cash lease transactions during the year ended December 31, 2020 and 2019, included a $1.2 million and $19.8
million ROU asset and corresponding lease liability, respectively.
Operating cash flows from operating leases
Financing cash flows from finance leases
Supplemental Information
below.
Weighted-average remaining lease term (in months):
Operating leases
Finance leases
Weighted-average discount rate(1):
Operating leases
Finance leases
Future lease obligations (in millions)
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less interest
Total
Year ended
Year ended
December 31, 2020 December 31, 2019
$
$
32.4 $
0.7 $
28.9
1.1
Year ended
Year ended
December 31, 2020 December 31, 2019
Year ended
Year ended
December 31, 2020 December 31, 2019
Operating leases
Finance leases
$
$
74
52
4.2%
4.3%
32.3
28.3
26.0
24.7
17.3
37.0
165.6
21.0
80
15
4.6%
2.8%
0.5
0.5
0.5
0.4
0.2
—
2.1
—
2.1
$
144.6 $
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
88
89
The following table presents assets and liabilities in our consolidated financial statements or disclosed in the notes to the
consolidated financial statements at fair value on a recurring basis as of December 31, 2019 (in millions):
Valuation techniques and significant unobservable inputs used in the valuation of our material Level 3 assets included
within consolidated VIEs as of December 31, 2020 and 2019, were as follows (in millions):
Fair value measurements using:
Quoted prices in
active markets for
Assets:
Cash equivalents
Investment securities:
Consolidated VIEs
Other investment securities
Total investment securities
Seed hedge derivatives
Derivatives in consolidated seeded investment
products
Contingent consideration
Total assets
Liabilities:
Derivatives in consolidated seeded investment
products
Securities sold, not yet purchased
Seed hedge derivatives
Long-term debt(1)
Deferred bonuses
Contingent consideration
Total liabilities
$
$
$
identical assets Significant other
and liabilities
(Level 1)
(Level 2)
observable inputs unobservable inputs
Significant
(Level 3)
Total
$
198.4 $
— $
— $
198.4
573.9
197.0
770.9
—
341.0
56.5
397.5
0.7
—
—
969.3 $
—
—
398.2 $
— $
26.5
—
—
—
—
26.5 $
0.9 $
—
8.7
330.0
—
—
339.6 $
9.9
—
9.9
—
924.8
253.5
1,178.3
0.7
—
—
2.9
2.9
12.8 $ 1,380.3
— $
—
—
—
76.6
21.2
97.8 $
0.9
26.5
8.7
330.0
76.6
21.2
463.9
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
Level 1 Fair Value Measurements
Our Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual
funds, cash equivalents, securities sold, not yet purchased and investments related to deferred compensation plans with
quoted market prices in active markets. The fair value level of consolidated seeded investment products is determined by
the underlying securities of the product. The fair value level of unconsolidated seeded investment products is determined
by the underlying inputs used in the calculation of the NAV and the trading activity of each product.
Level 2 Fair Value Measurements
Our Level 2 fair value measurements consist mostly of consolidated seeded investment products, derivative instruments
and our long-term debt. The fair value of consolidated seeded investment products is determined by the underlying
securities of the product. The fair value of our long-term debt is determined using broker quotes and recent trading
activity, which are considered Level 2 inputs.
Level 3 Fair Value Measurements
Investment Products
As of December 31, 2020 and 2019, certain securities within consolidated VIEs were valued using significant
unobservable inputs, resulting in Level 3 classification.
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91
As of December 31, 2020
Investment securities of consolidated VIEs
$
6.2 Discounted Discount rate
Fair
value
Valuation
technique
Significant
unobservable
inputs
cash flow EBITDA multiple
Price-earnings ratio
As of December 31, 2019
Investment securities of consolidated VIEs
$
9.9 Discounted Discount rate
Fair
value
Valuation
technique
Significant
unobservable
inputs
cash flow EBITDA multiple
Price-earnings ratio
Sale of Geneva
Inputs
15%
8.38
14.01
Inputs
15%
5.92
11.09
In the fourth quarter 2019, we entered into an agreement to sell our Milwaukee-based U.S. equities subsidiary, Geneva.
The sale closed on March 17, 2020, and the previous contingent consideration liability from the purchase of Geneva was
waived as part of the sale agreement. As of December 31, 2020, consideration included aggregate cash consideration
paid of $38.4 million and the earnout payable based on future revenue. Payments under the Earnout are to be made
quarterly over a five-year term, with minimum aggregate payments of $20.5 million and maximum aggregate payments
of $35.0 million. During the year ended December 31, 2020, we received a $3.1 million contingent consideration
payment. For further information regarding the contingent consideration asset, see Note 4 — Dispositions.
Acquisition of Kapstream
The purchase of Kapstream Capital Pty Limited (“Kapstream”) was a step acquisition, and the purchase of the second
step (49%) had contingent consideration payable of up to $43.0 million. Payment of the contingent consideration was
subject to all Kapstream products, and certain products advised by us, reaching defined revenue targets on the first,
second and third anniversaries of January 31, 2017. The contingent consideration was payable in three equal installments
on the anniversary dates and was indexed to the performance of the premier share class of the Kapstream Absolute
Return Income Fund. If Kapstream achieved the defined revenue targets, the holders would receive the value of the
contingent consideration, adjusted for gains or losses attributable to the mutual fund to which the contingent
consideration was indexed, subject to tax withholding. On January 31, 2018, 2019 and 2020, the first, second and third
anniversary of the acquisition, Kapstream reached defined revenue targets.
The following table presents the contingent consideration payments made to Kapstream during 2020, 2019 and 2018 (in
millions):
Kapstream contingent consideration payments
2020
2019
2018
$
13.8 $
14.1 $
15.3
All of the payments in the table above occurred in February of the respective year. The February 2020 payment
represented the final payment and there was no remaining liability related to the Kapstream purchase as of
December 31, 2020.
Disposal of Volantis
On April 1, 2017, we completed the sale of the Volantis UK Small Cap (“Volantis”) alternative team assets.
Consideration for the sale was a 10% share of the management and performance fees generated by Volantis (excluding
one particular fund) for a period of three years following the sale. In addition, consideration for the sale included 50% of
the first £12 million of performance fees generated by the excluded fund referenced above. As of December 31, 2020,
The following table presents assets and liabilities in our consolidated financial statements or disclosed in the notes to the
consolidated financial statements at fair value on a recurring basis as of December 31, 2019 (in millions):
Valuation techniques and significant unobservable inputs used in the valuation of our material Level 3 assets included
within consolidated VIEs as of December 31, 2020 and 2019, were as follows (in millions):
Fair
value
Fair
value
Valuation
technique
Valuation
technique
Inputs
15%
8.38
14.01
Inputs
15%
5.92
11.09
cash flow EBITDA multiple
Price-earnings ratio
cash flow EBITDA multiple
Price-earnings ratio
Significant
unobservable
inputs
6.2 Discounted Discount rate
Significant
unobservable
inputs
9.9 Discounted Discount rate
As of December 31, 2020
Investment securities of consolidated VIEs
$
9.9
1,178.3
As of December 31, 2019
Investment securities of consolidated VIEs
$
$
969.3 $
398.2 $
12.8 $ 1,380.3
Sale of Geneva
Derivatives in consolidated seeded investment
Assets:
Cash equivalents
Investment securities:
Consolidated VIEs
Other investment securities
Total investment securities
Seed hedge derivatives
products
Contingent consideration
Total assets
Liabilities:
Seed hedge derivatives
Long-term debt(1)
Deferred bonuses
Contingent consideration
Total liabilities
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
Significant
and liabilities
observable inputs unobservable inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
198.4 $
— $
— $
198.4
573.9
197.0
770.9
—
—
—
—
—
—
—
341.0
56.5
397.5
0.7
—
—
—
8.7
330.0
—
—
9.9
—
—
—
2.9
—
—
—
76.6
21.2
924.8
253.5
0.7
—
2.9
0.9
26.5
8.7
330.0
76.6
21.2
Derivatives in consolidated seeded investment
products
Securities sold, not yet purchased
$
— $
26.5
0.9 $
— $
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
Level 1 Fair Value Measurements
Our Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual
funds, cash equivalents, securities sold, not yet purchased and investments related to deferred compensation plans with
quoted market prices in active markets. The fair value level of consolidated seeded investment products is determined by
the underlying securities of the product. The fair value level of unconsolidated seeded investment products is determined
by the underlying inputs used in the calculation of the NAV and the trading activity of each product.
Level 2 Fair Value Measurements
Our Level 2 fair value measurements consist mostly of consolidated seeded investment products, derivative instruments
and our long-term debt. The fair value of consolidated seeded investment products is determined by the underlying
securities of the product. The fair value of our long-term debt is determined using broker quotes and recent trading
activity, which are considered Level 2 inputs.
Level 3 Fair Value Measurements
Investment Products
$
26.5 $
339.6 $
97.8 $
463.9
Acquisition of Kapstream
In the fourth quarter 2019, we entered into an agreement to sell our Milwaukee-based U.S. equities subsidiary, Geneva.
The sale closed on March 17, 2020, and the previous contingent consideration liability from the purchase of Geneva was
waived as part of the sale agreement. As of December 31, 2020, consideration included aggregate cash consideration
paid of $38.4 million and the earnout payable based on future revenue. Payments under the Earnout are to be made
quarterly over a five-year term, with minimum aggregate payments of $20.5 million and maximum aggregate payments
of $35.0 million. During the year ended December 31, 2020, we received a $3.1 million contingent consideration
payment. For further information regarding the contingent consideration asset, see Note 4 — Dispositions.
The purchase of Kapstream Capital Pty Limited (“Kapstream”) was a step acquisition, and the purchase of the second
step (49%) had contingent consideration payable of up to $43.0 million. Payment of the contingent consideration was
subject to all Kapstream products, and certain products advised by us, reaching defined revenue targets on the first,
second and third anniversaries of January 31, 2017. The contingent consideration was payable in three equal installments
on the anniversary dates and was indexed to the performance of the premier share class of the Kapstream Absolute
Return Income Fund. If Kapstream achieved the defined revenue targets, the holders would receive the value of the
contingent consideration, adjusted for gains or losses attributable to the mutual fund to which the contingent
consideration was indexed, subject to tax withholding. On January 31, 2018, 2019 and 2020, the first, second and third
anniversary of the acquisition, Kapstream reached defined revenue targets.
The following table presents the contingent consideration payments made to Kapstream during 2020, 2019 and 2018 (in
millions):
Kapstream contingent consideration payments
2020
2019
2018
$
13.8 $
14.1 $
15.3
All of the payments in the table above occurred in February of the respective year. The February 2020 payment
represented the final payment and there was no remaining liability related to the Kapstream purchase as of
December 31, 2020.
As of December 31, 2020 and 2019, certain securities within consolidated VIEs were valued using significant
unobservable inputs, resulting in Level 3 classification.
Disposal of Volantis
On April 1, 2017, we completed the sale of the Volantis UK Small Cap (“Volantis”) alternative team assets.
Consideration for the sale was a 10% share of the management and performance fees generated by Volantis (excluding
one particular fund) for a period of three years following the sale. In addition, consideration for the sale included 50% of
the first £12 million of performance fees generated by the excluded fund referenced above. As of December 31, 2020,
90
91
the fund has not reached the £12 million performance fee threshold. As a result, this fee sharing arrangement will remain
in effect until the performance threshold is reached.
The significant inputs used in the first quarter 2020 DCF analysis to calculate the fair value of goodwill and the
intangible assets include the discount rate, terminal growth rate and AUM projections.
As of December 31, 2020 and 2019, the fair value of the Volantis contingent consideration was $2.8 million and $2.9
million, respectively.
Deferred Bonuses
Deferred bonuses represent liabilities to employees over the vesting period that will be settled by investments in our
products. The significant unobservable inputs used to value the liabilities are investment designations and vesting
periods.
Changes in Fair Value
Changes in fair value of our Level 3 assets for the years ended December 31, 2020 and 2019, were as follows (in
millions):
Beginning of period fair value
Geneva contingent consideration from sale
Settlements
Purchases
Fair value adjustments
Foreign currency translation
End of period fair value
Year ended December 31,
2020
2019
$
$
12.8 $
20.5
(3.9)
5.0
(3.1)
0.1
31.4 $
23.1
—
(2.3)
—
(8.2)
0.2
12.8
Changes in fair value of our individual Level 3 liabilities for the years ended December 31, 2020 and 2019, were as
follows (in millions):
A discount rate of 11.1% was used to determine the fair value of goodwill and intangible assets. The discount rate was
calculated using a market participant approach with data from certain peer asset management companies. The discount
rate also contemplated the risk-free rate and other premiums, such as the risk premium and company size premium.
The terminal growth rates used in to determine the fair value of goodwill and intangible assets were based on the
fundamentals of the business as well as varying external factors such as market positioning and industry growth
expectations. The terminal growth rates varied by entity but all of the rates were within a range of 1% to 5%.
Due to the market volatility and unknown future economic impacts of COVID-19, we used three different market
scenarios for the remainder of 2020. Each market scenario was probability-weighted with 50% allocated to the upside
and 25% allocated to the base case and downside scenarios. Market assumptions beyond 2020 reverted to our historical
market norms of 6% for equity, 3% for fixed income and 4.5% for multi-asset products.
Note 11 — Debt
Our debt as of December 31, 2020 and 2019, consisted of the following (in millions):
December 31, 2020
December 31, 2019
Carrying Fair
Carrying Fair
value
value
value
value
$ 313.3 $ 348.4 $ 316.2 $ 330.0
4.875% Senior Notes due 2025
4.875% Senior Notes Due 2025
The 2025 Senior Notes have a principal value of $300.0 million as of December 31, 2020, pay interest at 4.875%
semiannually on February 1 and August 1, and is approximately $14.6 million per year. The Senior Notes include
unamortized debt premium, net at December 31, 2020, of $13.3 million, which will be amortized over the remaining life
of the notes. The unamortized debt premium is recorded as a liability within long-term debt on our Consolidated Balance
Sheets. We fully and unconditionally guarantee the obligations of JCG in relation to the Senior Notes.
Credit Facility
At December 31, 2020, we had a $200 million, unsecured, revolving credit facility (“Credit Facility”). JHG and our
subsidiaries can use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the
aggregate of the applicable margin, which is based on our long-term credit rating and the LIBOR; the Euro Interbank
Offered Rate (“EURIBOR”) in relation to any loan in EUR; or in relation to any loan in AUD, the benchmark rate for
that currency. We are required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is
also based on our long-term credit rating. Under the Credit Facility, the financing leverage ratio cannot exceed 3.00x
EBITDA. At December 31, 2020, we were in compliance with all covenants contained in, and there were no borrowings
under, the Credit Facility. The maturity date of the Credit Facility is February 16, 2024.
Beginning of period fair value
Fair value adjustments
Vesting of deferred bonuses
Amortization of deferred bonuses
Unrealized gains (losses)
Distributions
Foreign currency translation
End of period fair value
Nonrecurring Fair Value Measurements
$
$
21.2 $
(7.1)
—
—
0.3
(13.8)
(0.6)
— $
76.6 $
2.7
(49.5)
33.2
—
—
2.2
65.2 $
Year ended December 31,
2020
2019
Contingent
consideration
Deferred
bonuses
Contingent
consideration
Deferred
bonuses
68.5
7.5
(52.3)
49.6
—
—
3.3
76.6
61.3 $
(20.0)
—
—
6.7
(26.6)
(0.2)
21.2 $
Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of
goodwill and intangible assets on initial recognition using DCF analysis that requires assumptions regarding projected
future earnings and discount rates. We also measured the fair value of intangible assets and goodwill during our interim
impairment assessment completed during the three months ended March 31, 2020.
Refer to Note 7 — Goodwill and Intangible Assets for additional information on the interim impairment assessment.
Because of the significance of the unobservable inputs in the fair value measurements of these assets, such
measurements are classified as Level 3.
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93
As of December 31, 2020 and 2019, the fair value of the Volantis contingent consideration was $2.8 million and $2.9
million, respectively.
Deferred Bonuses
periods.
Changes in Fair Value
millions):
Deferred bonuses represent liabilities to employees over the vesting period that will be settled by investments in our
products. The significant unobservable inputs used to value the liabilities are investment designations and vesting
Changes in fair value of our Level 3 assets for the years ended December 31, 2020 and 2019, were as follows (in
Beginning of period fair value
Geneva contingent consideration from sale
Settlements
Purchases
Fair value adjustments
Foreign currency translation
End of period fair value
Year ended December 31,
2020
2019
$
12.8 $
23.1
20.5
(3.9)
5.0
(3.1)
0.1
—
(2.3)
—
(8.2)
0.2
12.8
$
31.4 $
Changes in fair value of our individual Level 3 liabilities for the years ended December 31, 2020 and 2019, were as
follows (in millions):
Beginning of period fair value
Fair value adjustments
Vesting of deferred bonuses
Amortization of deferred bonuses
Unrealized gains (losses)
Distributions
Foreign currency translation
End of period fair value
Nonrecurring Fair Value Measurements
Year ended December 31,
2020
2019
Contingent
consideration
Deferred
bonuses
Contingent
consideration
Deferred
bonuses
$
21.2 $
76.6 $
61.3 $
(7.1)
—
—
0.3
(13.8)
(0.6)
2.7
(49.5)
33.2
—
—
2.2
(20.0)
—
—
6.7
(26.6)
(0.2)
68.5
7.5
(52.3)
49.6
—
—
3.3
$
— $
65.2 $
21.2 $
76.6
Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of
goodwill and intangible assets on initial recognition using DCF analysis that requires assumptions regarding projected
future earnings and discount rates. We also measured the fair value of intangible assets and goodwill during our interim
impairment assessment completed during the three months ended March 31, 2020.
Refer to Note 7 — Goodwill and Intangible Assets for additional information on the interim impairment assessment.
Because of the significance of the unobservable inputs in the fair value measurements of these assets, such
measurements are classified as Level 3.
the fund has not reached the £12 million performance fee threshold. As a result, this fee sharing arrangement will remain
in effect until the performance threshold is reached.
The significant inputs used in the first quarter 2020 DCF analysis to calculate the fair value of goodwill and the
intangible assets include the discount rate, terminal growth rate and AUM projections.
A discount rate of 11.1% was used to determine the fair value of goodwill and intangible assets. The discount rate was
calculated using a market participant approach with data from certain peer asset management companies. The discount
rate also contemplated the risk-free rate and other premiums, such as the risk premium and company size premium.
The terminal growth rates used in to determine the fair value of goodwill and intangible assets were based on the
fundamentals of the business as well as varying external factors such as market positioning and industry growth
expectations. The terminal growth rates varied by entity but all of the rates were within a range of 1% to 5%.
Due to the market volatility and unknown future economic impacts of COVID-19, we used three different market
scenarios for the remainder of 2020. Each market scenario was probability-weighted with 50% allocated to the upside
and 25% allocated to the base case and downside scenarios. Market assumptions beyond 2020 reverted to our historical
market norms of 6% for equity, 3% for fixed income and 4.5% for multi-asset products.
Note 11 — Debt
Our debt as of December 31, 2020 and 2019, consisted of the following (in millions):
4.875% Senior Notes due 2025
4.875% Senior Notes Due 2025
December 31, 2020
Carrying Fair
value
December 31, 2019
Carrying Fair
value
$ 313.3 $ 348.4 $ 316.2 $ 330.0
value
value
The 2025 Senior Notes have a principal value of $300.0 million as of December 31, 2020, pay interest at 4.875%
semiannually on February 1 and August 1, and is approximately $14.6 million per year. The Senior Notes include
unamortized debt premium, net at December 31, 2020, of $13.3 million, which will be amortized over the remaining life
of the notes. The unamortized debt premium is recorded as a liability within long-term debt on our Consolidated Balance
Sheets. We fully and unconditionally guarantee the obligations of JCG in relation to the Senior Notes.
Credit Facility
At December 31, 2020, we had a $200 million, unsecured, revolving credit facility (“Credit Facility”). JHG and our
subsidiaries can use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the
aggregate of the applicable margin, which is based on our long-term credit rating and the LIBOR; the Euro Interbank
Offered Rate (“EURIBOR”) in relation to any loan in EUR; or in relation to any loan in AUD, the benchmark rate for
that currency. We are required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is
also based on our long-term credit rating. Under the Credit Facility, the financing leverage ratio cannot exceed 3.00x
EBITDA. At December 31, 2020, we were in compliance with all covenants contained in, and there were no borrowings
under, the Credit Facility. The maturity date of the Credit Facility is February 16, 2024.
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93
2020
2018
Year ended December 31,
2019
Note 12 — Income Taxes
The components of our provision for income taxes for the years ended December 31, 2020, 2019 and 2018, are as
follows (in millions):
Any legislative changes and new or proposed Treasury regulations may result in additional income tax impacts, which
could be material in the period any such changes are enacted.
Current:
UK
U.S., including state and local
International
Total current income taxes
Deferred:
UK
U.S., including state and local
International
Total deferred income taxes (benefits)
Total income tax expense
$
18.1 $
23.6 $
136.4
9.8
164.3
110.7
8.2
142.5
48.8
116.7
7.2
172.7
4.4
(92.0)
(17.2)
(104.8)
(3.1)
(0.4)
(6.6)
(2.2)
(0.8)
(2.1)
(10.5)
(4.7)
59.5 $ 137.8 $ 162.2
$
The components of our total income before taxes for the years ended December 31, 2020, 2019 and 2018, are as follows
(in millions):
Deferred tax assets, net of valuation allowance
$
116.3 $
118.2
UK
U.S.
International
Total income before taxes
2018
2020
$ 110.7 $
142.5
(11.1)
Year ended December 31,
2019
80.1 $ 178.3
467.4
16.1
$ 242.1 $ 583.5 $ 661.8
445.3
58.1
We are a tax resident in the UK and are subject to the tax laws and regulations of that country. The following is a
reconciliation between the UK statutory corporation tax rate and the effective tax rate on our income from operations.
Year ended December 31,
UK statutory corporation tax rate
Effect of foreign tax rates
Equity-based compensation
Tax adjustments
Impact of changes in statutory tax rates on deferred taxes
Goodwill impairments
Taxes applicable to prior years
Other, net
Effective income tax rate, controlling interest
Net income attributable to noncontrolling interests
Total effective income tax rate
2020
2019
19.0 % 19.0 %
4.1
2.2
0.5
2.8
1.5
(2.4)
(1.4)
26.3 % 24.2 %
(1.7)
24.6 % 23.6 %
4.4
1.1
0.2
—
—
(0.5)
—
(0.6)
2018
19.0 %
3.9
0.3
0.3
0.1
—
(1.2)
1.4
23.8 %
0.7
24.5 %
We operate in several taxing jurisdictions around the world, each with its own statutory tax rate and set of tax laws and
regulations. As a result, our future blended average statutory tax rate will be influenced by any changes to such laws and
regulations and the mix of profits and losses of our subsidiaries.
94
95
Tax Legislation
Deferred Taxes
(in millions):
The significant components of our deferred tax assets and liabilities as of December 31, 2020 and 2019, are as follows
Deferred tax assets:
Compensation and staff benefits
Loss carryforwards(1)
Accrued liabilities
Debt premium
Lease liabilities
Other
Gross deferred tax assets
Valuation allowance
Deferred tax liabilities:
Retirement benefits
Goodwill and acquired intangible assets
Lease right-of-use assets
Other
Gross deferred tax liabilities
Total deferred tax (liabilities)(2)
December 31,
2020
2019
$
69.7 $
71.0
3.4
3.8
26.0
7.5
181.4
(65.1)
63.0
59.9
2.8
4.6
27.1
16.9
174.3
(56.1)
$
(28.5) $
(24.9)
(677.4)
(24.3)
(12.8)
(790.0)
(25.8)
(4.8)
(743.0)
(845.5)
$ (626.7) $ (727.3)
(1) The majority of this loss carryforward relates to the UK capital loss of $305.0 million, before tax effects, which may
be carried forward without time limitation. There is a full valuation allowance against UK capital losses.
(2) The change in the net deferred tax liabilities does not equal the deferred tax expense due to the foreign currency
translation adjustment on deferred tax liabilities booked through equity.
Deferred tax assets and liabilities that relate to the same jurisdiction are recorded net on our Consolidated Balance Sheets
as non-current balances and as of December 31, 2020 and 2019, are as follows (in millions):
Deferred tax assets, net (included in other non-current assets)
Deferred tax liabilities, net
Total deferred tax (liabilities)
December 31,
2020
2019
$
0.7 $
1.8
(627.4)
(729.1)
$ (626.7) $ (727.3)
A valuation allowance has been established against the deferred tax assets related to our tax loss carryforward where a
history of losses in the respective tax jurisdiction makes it unlikely that the deferred tax asset will be realized or where it
is unlikely that we would generate sufficient taxable income of the appropriate character to realize the full benefit of the
deferred tax asset. The valuation allowance for deferred tax assets increased by $9.0 million in 2020. The increase is
primarily attributable to the deferred tax balance revaluation arising from the UK tax rate increase from 17% to 19% as
enacted by the Finance Act 2020. The foreign currency translation on capital losses and foreign net operating losses also
increased during the current year.
As a multinational corporation, the Company operates in various locations outside the U.S. and generates earnings from
its non-U.S. subsidiaries. Prior to enactment of the Tax Act, the Company indefinitely reinvested the undistributed
The components of our provision for income taxes for the years ended December 31, 2020, 2019 and 2018, are as
Any legislative changes and new or proposed Treasury regulations may result in additional income tax impacts, which
could be material in the period any such changes are enacted.
Tax Legislation
Deferred Taxes
The significant components of our deferred tax assets and liabilities as of December 31, 2020 and 2019, are as follows
(in millions):
Deferred tax assets:
Compensation and staff benefits
Loss carryforwards(1)
Accrued liabilities
Debt premium
Lease liabilities
Other
Gross deferred tax assets
Valuation allowance
$
Deferred tax assets, net of valuation allowance
$
December 31,
2020
2019
69.7 $
71.0
3.4
3.8
26.0
7.5
181.4
(65.1)
116.3 $
63.0
59.9
2.8
4.6
27.1
16.9
174.3
(56.1)
118.2
Deferred tax liabilities:
Retirement benefits
Goodwill and acquired intangible assets
Lease right-of-use assets
Other
Gross deferred tax liabilities
Total deferred tax (liabilities)(2)
$
(28.5) $
(24.9)
(790.0)
(25.8)
(4.8)
(845.5)
$ (626.7) $ (727.3)
(677.4)
(24.3)
(12.8)
(743.0)
(1) The majority of this loss carryforward relates to the UK capital loss of $305.0 million, before tax effects, which may
be carried forward without time limitation. There is a full valuation allowance against UK capital losses.
(2) The change in the net deferred tax liabilities does not equal the deferred tax expense due to the foreign currency
translation adjustment on deferred tax liabilities booked through equity.
Deferred tax assets and liabilities that relate to the same jurisdiction are recorded net on our Consolidated Balance Sheets
as non-current balances and as of December 31, 2020 and 2019, are as follows (in millions):
December 31,
2020
2019
Note 12 — Income Taxes
follows (in millions):
Current:
UK
Deferred:
UK
U.S., including state and local
International
Total current income taxes
U.S., including state and local
International
Total deferred income taxes (benefits)
Total income tax expense
UK
U.S.
International
Total income before taxes
Year ended December 31,
2020
2019
2018
$
18.1 $
23.6 $
48.8
136.4
110.7
116.7
9.8
8.2
7.2
164.3
142.5
172.7
4.4
(92.0)
(17.2)
(104.8)
(0.4)
(2.2)
(2.1)
(4.7)
(3.1)
(6.6)
(0.8)
(10.5)
$
59.5 $ 137.8 $ 162.2
Year ended December 31,
2020
2019
2018
$ 110.7 $
80.1 $ 178.3
142.5
(11.1)
445.3
467.4
58.1
16.1
$ 242.1 $ 583.5 $ 661.8
The components of our total income before taxes for the years ended December 31, 2020, 2019 and 2018, are as follows
(in millions):
We are a tax resident in the UK and are subject to the tax laws and regulations of that country. The following is a
reconciliation between the UK statutory corporation tax rate and the effective tax rate on our income from operations.
UK statutory corporation tax rate
Effect of foreign tax rates
Equity-based compensation
Tax adjustments
Goodwill impairments
Taxes applicable to prior years
Other, net
Impact of changes in statutory tax rates on deferred taxes
Year ended December 31,
2020
2019
2018
19.0 % 19.0 %
19.0 %
4.1
2.2
0.5
2.8
1.5
(2.4)
(1.4)
4.4
1.1
0.2
—
—
(0.5)
—
3.9
0.3
0.3
0.1
—
(1.2)
1.4
Effective income tax rate, controlling interest
Net income attributable to noncontrolling interests
Total effective income tax rate
26.3 % 24.2 %
23.8 %
(1.7)
(0.6)
0.7
24.6 % 23.6 %
24.5 %
We operate in several taxing jurisdictions around the world, each with its own statutory tax rate and set of tax laws and
regulations. As a result, our future blended average statutory tax rate will be influenced by any changes to such laws and
regulations and the mix of profits and losses of our subsidiaries.
A valuation allowance has been established against the deferred tax assets related to our tax loss carryforward where a
history of losses in the respective tax jurisdiction makes it unlikely that the deferred tax asset will be realized or where it
is unlikely that we would generate sufficient taxable income of the appropriate character to realize the full benefit of the
deferred tax asset. The valuation allowance for deferred tax assets increased by $9.0 million in 2020. The increase is
primarily attributable to the deferred tax balance revaluation arising from the UK tax rate increase from 17% to 19% as
enacted by the Finance Act 2020. The foreign currency translation on capital losses and foreign net operating losses also
increased during the current year.
As a multinational corporation, the Company operates in various locations outside the U.S. and generates earnings from
its non-U.S. subsidiaries. Prior to enactment of the Tax Act, the Company indefinitely reinvested the undistributed
94
95
Deferred tax assets, net (included in other non-current assets)
Deferred tax liabilities, net
Total deferred tax (liabilities)
1.8
(729.1)
$ (626.7) $ (727.3)
0.7 $
(627.4)
$
earnings of all its non-U.S. subsidiaries, except for income previously taxed in the U.S. or subject to regulatory or legal
repatriation restrictions or requirements. Consistent with prior year’s assertion, the Company intends to assert indefinite
reinvestment on distributions exceeding the tax basis and undistributed earnings for Janus UK Holdings Corporation and
Kapstream.
Unrecognized Tax Benefits
We operate in several tax jurisdictions and a number of years may elapse before an uncertain tax position, for which we
have unrecognized tax benefits, is finally resolved. A reconciliation of the beginning and ending liability for the years
ended December 31, 2020, 2019 and 2018, is as follows (in millions):
Beginning balance
Additions for tax positions of current year
Additions/(reduction) for tax positions of prior years
Reduction due to settlement with taxing authorities
Reduction due to statute expirations
Foreign currency translation
Ending balance
Year ended December 31,
2020
2019
2018
$
$
14.1 $
—
3.5
—
(1.9)
0.1
15.8 $
12.4 $ 10.2
2.2
—
1.4
3.5
(0.5)
—
(0.7)
(1.9)
(0.2)
0.1
14.1 $ 12.4
If recognized, the balance would favorably affect our effective tax rate in future periods.
following (in millions):
We recognize interest and penalties on uncertain tax positions as a component of the income tax provision. At
December 31, 2020, 2019 and 2018, the total accrued interest balance relating to uncertain tax positions was $2.1
million, $1.7 million and $1.5 million, respectively. Potential penalties at December 31, 2020, 2019 and 2018, were
insignificant and have not been accrued.
The Company is subject to U.S. federal income tax, state and local income tax, UK income tax and income tax in several
other jurisdictions, all of which can be examined by the relevant taxing authorities. For the Company’s major tax
jurisdictions, the tax years that remain open to examination by the taxing authorities at December 31, 2020, are 2017 and
onward for U.S. federal tax and a few states have open years from 2013. The tax years from 2016 and onward remain
open for the UK under the normal four-year time limit.
It is reasonably possible that the total amounts of unrecognized tax benefits will change within the next 12 months due to
completion of tax authorities’ exams or the expiration of statutes of limitations. Management estimates that the existing
liability for uncertain tax positions could decrease by approximately $1.6 million within the next 12 months, ignoring
changes due to foreign currency translation.
Note 13 — Other Financial Statement Captions
Other current assets on our Consolidated Balance Sheets at December 31, 2020 and 2019, are composed of the following
(in millions):
December 31,
Prepaid expenses
Current corporation tax
Derivatives (including short sale assets)
Other current assets
Total other current assets
2019
$
2020
35.1 $
2.1
9.1
64.8
27.4
9.5
26.0
53.1
$ 111.1 $ 116.0
Other non-current assets on our Consolidated Balance Sheets of $157.7 million as of December 31, 2020, primarily
relate to operating lease ROU assets and equity-method investments. The $149.3 million balance as of
December 31, 2019, primarily relates to operating leases, deferred consideration and equity-method investments.
Accounts payable and accrued liabilities on our Consolidated Balance Sheets at December 31, 2020 and 2019, comprise
the following (in millions):
Total accounts payable and accrued liabilities
$ 232.1 $ 246.0
Other non-current liabilities on our Consolidated Balance Sheets at December 31, 2020 and 2019, comprise the
Other creditors includes provisions for retirement obligations of leased office space and deferred compensation for
Redeemable noncontrolling interests as of December 31, 2020 and 2019, consisted of the following (in millions):
Accrued distribution commissions
Accrued rebates
Other accrued liabilities
Total other accrued liabilities
Current corporation tax (including interest)
Leases
Contingent consideration
Derivatives (including short sale liabilities)
Other current liabilities
Non-current tax liabilities (including interest)
Leases
Other creditors
Contingent consideration
Total other non-current liabilities
certain members of the board of directors.
Note 14 — Noncontrolling Interests
Redeemable Noncontrolling Interests
Consolidated seeded investment products
Intech:
Appreciation rights
Founding member ownership interests
Total redeemable noncontrolling interests
Consolidated Seeded Investment Products
December 31,
2020
2019
$
40.6 $
$ 131.2 $ 131.8
37.2
53.4
19.8
27.3
—
18.7
35.1
50.8
28.5
52.5
12.6
25.7
14.3
35.3
26.3
December 31,
2020
$
16.1 $
2019
14.9
129.5
7.5
6.9
117.9
10.3
—
$
144.3 $
158.8
December 31,
2020
2019
$
70.6 $
662.8
12.3
2.9
11.8
3.3
$
85.8 $
677.9
Noncontrolling interests in consolidated seeded investment products are classified as redeemable noncontrolling interests
when there is an obligation to repurchase units at the investor’s request.
96
97
2019
$
2020
40.6 $
37.2
53.4
50.8
28.5
52.5
$ 131.2 $ 131.8
12.6
25.7
14.3
35.3
26.3
$ 232.1 $ 246.0
Accrued distribution commissions
Accrued rebates
Other accrued liabilities
Total other accrued liabilities
Current corporation tax (including interest)
Leases
Contingent consideration
Derivatives (including short sale liabilities)
Other current liabilities
Total accounts payable and accrued liabilities
earnings of all its non-U.S. subsidiaries, except for income previously taxed in the U.S. or subject to regulatory or legal
repatriation restrictions or requirements. Consistent with prior year’s assertion, the Company intends to assert indefinite
reinvestment on distributions exceeding the tax basis and undistributed earnings for Janus UK Holdings Corporation and
Other non-current assets on our Consolidated Balance Sheets of $157.7 million as of December 31, 2020, primarily
relate to operating lease ROU assets and equity-method investments. The $149.3 million balance as of
December 31, 2019, primarily relates to operating leases, deferred consideration and equity-method investments.
Accounts payable and accrued liabilities on our Consolidated Balance Sheets at December 31, 2020 and 2019, comprise
the following (in millions):
December 31,
Kapstream.
Unrecognized Tax Benefits
We operate in several tax jurisdictions and a number of years may elapse before an uncertain tax position, for which we
have unrecognized tax benefits, is finally resolved. A reconciliation of the beginning and ending liability for the years
ended December 31, 2020, 2019 and 2018, is as follows (in millions):
Beginning balance
Additions for tax positions of current year
Additions/(reduction) for tax positions of prior years
Reduction due to settlement with taxing authorities
Reduction due to statute expirations
Foreign currency translation
Ending balance
Year ended December 31,
2020
2019
2018
$
14.1 $
12.4 $ 10.2
—
3.5
—
(1.9)
0.1
—
3.5
—
(1.9)
0.1
2.2
1.4
(0.5)
(0.7)
(0.2)
$
15.8 $
14.1 $ 12.4
If recognized, the balance would favorably affect our effective tax rate in future periods.
We recognize interest and penalties on uncertain tax positions as a component of the income tax provision. At
December 31, 2020, 2019 and 2018, the total accrued interest balance relating to uncertain tax positions was $2.1
million, $1.7 million and $1.5 million, respectively. Potential penalties at December 31, 2020, 2019 and 2018, were
insignificant and have not been accrued.
The Company is subject to U.S. federal income tax, state and local income tax, UK income tax and income tax in several
other jurisdictions, all of which can be examined by the relevant taxing authorities. For the Company’s major tax
jurisdictions, the tax years that remain open to examination by the taxing authorities at December 31, 2020, are 2017 and
onward for U.S. federal tax and a few states have open years from 2013. The tax years from 2016 and onward remain
open for the UK under the normal four-year time limit.
changes due to foreign currency translation.
Note 13 — Other Financial Statement Captions
Other current assets on our Consolidated Balance Sheets at December 31, 2020 and 2019, are composed of the following
(in millions):
Prepaid expenses
Current corporation tax
Derivatives (including short sale assets)
Other current assets
Total other current assets
December 31,
2020
2019
$
35.1 $
2.1
9.1
64.8
27.4
9.5
26.0
53.1
$ 111.1 $ 116.0
Other non-current liabilities on our Consolidated Balance Sheets at December 31, 2020 and 2019, comprise the
following (in millions):
Non-current tax liabilities (including interest)
Leases
Other creditors
Contingent consideration
Total other non-current liabilities
December 31,
2020
$
16.1 $
117.9
10.3
—
144.3 $
$
2019
14.9
129.5
7.5
6.9
158.8
Other creditors includes provisions for retirement obligations of leased office space and deferred compensation for
certain members of the board of directors.
It is reasonably possible that the total amounts of unrecognized tax benefits will change within the next 12 months due to
completion of tax authorities’ exams or the expiration of statutes of limitations. Management estimates that the existing
liability for uncertain tax positions could decrease by approximately $1.6 million within the next 12 months, ignoring
Note 14 — Noncontrolling Interests
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests as of December 31, 2020 and 2019, consisted of the following (in millions):
Consolidated seeded investment products
Intech:
Appreciation rights
Founding member ownership interests
Total redeemable noncontrolling interests
Consolidated Seeded Investment Products
December 31,
2020
$
70.6 $
2019
662.8
12.3
2.9
85.8 $
11.8
3.3
677.9
$
Noncontrolling interests in consolidated seeded investment products are classified as redeemable noncontrolling interests
when there is an obligation to repurchase units at the investor’s request.
96
97
19.8
27.3
—
18.7
35.1
2018
2020
Year ended December 31,
2019
Redeemable noncontrolling interests in consolidated seed investment products may fluctuate from period to period and
are impacted by changes in our relative ownership, changes in the amount of third-party investment in seeded products
and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of investments is
redeemed from the respective product’s net assets and cannot be redeemed from the assets of other seeded products or
from our other assets.
The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment
products for the years ended December 31, 2020, 2019 and 2018 (in millions):
period.
Opening balance
Changes in market value
Changes in ownership
Foreign currency translation
Closing balance
Intech
$ 662.8 $ 121.6 $ 174.9
(15.5)
18.9
22.2
(36.3)
509.7
(612.2)
(1.5)
12.6
(2.2)
70.6 $ 662.8 $ 121.6
$
Intech ownership interests held by a founding member had an estimated fair value of $2.9 million as of
December 31, 2020, representing an approximate 1.1% ownership of Intech. This founding member is entitled to retain
his remaining Intech interests for the remainder of his life and has the option to require us to purchase his ownership
interests of Intech at fair value.
Intech appreciation rights are amortized using a graded vesting method over the respective vesting period. The
appreciation rights are exercisable upon termination of employment from Intech to the extent vested. Upon exercise, the
appreciation rights are settled in Intech equity. Refer to Note 15 — Long Term Incentive Compensation for a description
of Intech appreciation rights.
Nonredeemable Noncontrolling Interests
Nonredeemable noncontrolling interests as of December 31, 2020 and 2019, are as follows (in millions):
Nonredeemable noncontrolling interests in:
Seed capital investments
Intech
Total nonredeemable noncontrolling interests
December 31,
2020
2019
$
$
4.6 $
12.8
17.4 $
6.7
13.0
19.7
Note 15 — Long-Term Incentive Compensation
We operate the following stock and mutual fund-based compensation plans:
● Deferred Incentive Plan (“DIP”)
● Deferred Equity Plan (“DEP”)
● Restricted Share Plan (“RSP”)
● Restricted Stock Awards (“RSAs”)
● Performance Stock Units (“PSUs”)
● Buy As You Earn Share Plan (“BAYE”)
● Mutual Fund Share Awards (‘MFSAs”)
● Other less significant plans (includes: Saveshare Plan (“SAYE”), Company Share Option Plan (“CSOP”),
Executive Shared Ownership Plan (“ExSOP”), Long-Term Incentive Plan (“LTIP”), Employee Share
Ownership Plan (“ESOP”) and Employee Stock Purchase Plan (“ESPP”)).
98
99
Further details on the material plans in operation during 2020 are discussed below.
Deferred Incentive Plan
Starting in 2020 as part of our effort to consolidate how awards are issued, DIP awards are generally issued as part of
annual variable compensation and for recruitment and retention purposes in accordance with the Third Amended and
Restated 2010 LTIP. Awards are issued as stock or as mutual fund awards and generally vest over a three- or four-year
The expense of deferred short-term incentive awards is recognized in net income over the period of deferral on a graded
basis, the fair value of which is determined by prevailing share price or unit price at grant date.
Deferred Equity Plan
Restricted Share Plan
Employees who receive cash-based incentive awards over a preset threshold, have an element deferred. The deferred
awards are deferred into our common stock or into our managed funds. The DEP trustee purchases JHG common stock
and units or shares in JHG-managed funds and holds them in trust. Awards are deferred for up to three years and vest in
three equal tranches if employees satisfy employment conditions at each vesting date.
The expense of deferred short-term incentive awards is recognized in net income over the period of deferral on a graded
basis, the fair value of which is determined by prevailing share price or unit price at grant date.
The RSP allows employees to receive shares of our common stock for nil consideration at a future point, usually after
three years. RSP is recognized in net income on a graded basis. The awards are typically granted for staff recruitment
and retention purposes; all awards have employment conditions and larger awards can be subject to performance hurdles.
Our Compensation Committee approves all awards to Code Staff (employees who perform a significant influence
function, senior management and individuals whose professional activities could have a material impact on our risk
profile), and any awards over £500,000. The fair value of the shares granted is calculated using the NYSE average
high/low trading prices on grant date.
Restricted Stock Awards
RSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes in
accordance with the Amended and Restated 2010 LTIP, the JCG 2005 Long-Term Incentive Stock Plan and the 2012
Employment Inducement Award Plan (“2012 EIA Plan”). Awards generally vest over a three- or four-year period.
Performance Stock Units
The following table presents a summary of PSUs granted to our CEO(1).
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(2) Vesting of these price-vesting units was subject to our three-year Total Shareholder Return (“TSR”) performance relative to a peer group over a
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(3) These price vesting units may or may not vest in whole or in part three years after the date of grant, depending on our three-year TSR
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Redeemable noncontrolling interests in consolidated seed investment products may fluctuate from period to period and
are impacted by changes in our relative ownership, changes in the amount of third-party investment in seeded products
and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of investments is
redeemed from the respective product’s net assets and cannot be redeemed from the assets of other seeded products or
from our other assets.
The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment
products for the years ended December 31, 2020, 2019 and 2018 (in millions):
Opening balance
Changes in market value
Changes in ownership
Foreign currency translation
Closing balance
Intech
Year ended December 31,
2020
2019
2018
$ 662.8 $ 121.6 $ 174.9
22.2
18.9
(612.2)
509.7
(2.2)
12.6
(15.5)
(36.3)
(1.5)
$
70.6 $ 662.8 $ 121.6
Intech ownership interests held by a founding member had an estimated fair value of $2.9 million as of
December 31, 2020, representing an approximate 1.1% ownership of Intech. This founding member is entitled to retain
his remaining Intech interests for the remainder of his life and has the option to require us to purchase his ownership
interests of Intech at fair value.
Intech appreciation rights are amortized using a graded vesting method over the respective vesting period. The
appreciation rights are exercisable upon termination of employment from Intech to the extent vested. Upon exercise, the
appreciation rights are settled in Intech equity. Refer to Note 15 — Long Term Incentive Compensation for a description
of Intech appreciation rights.
Nonredeemable Noncontrolling Interests
Nonredeemable noncontrolling interests as of December 31, 2020 and 2019, are as follows (in millions):
Nonredeemable noncontrolling interests in:
Seed capital investments
Intech
Total nonredeemable noncontrolling interests
December 31,
2020
2019
$
4.6 $
12.8
$
17.4 $
6.7
13.0
19.7
Note 15 — Long-Term Incentive Compensation
We operate the following stock and mutual fund-based compensation plans:
● Deferred Incentive Plan (“DIP”)
● Deferred Equity Plan (“DEP”)
● Restricted Share Plan (“RSP”)
● Restricted Stock Awards (“RSAs”)
● Performance Stock Units (“PSUs”)
● Buy As You Earn Share Plan (“BAYE”)
● Mutual Fund Share Awards (‘MFSAs”)
● Other less significant plans (includes: Saveshare Plan (“SAYE”), Company Share Option Plan (“CSOP”),
Executive Shared Ownership Plan (“ExSOP”), Long-Term Incentive Plan (“LTIP”), Employee Share
Ownership Plan (“ESOP”) and Employee Stock Purchase Plan (“ESPP”)).
Further details on the material plans in operation during 2020 are discussed below.
Deferred Incentive Plan
Starting in 2020 as part of our effort to consolidate how awards are issued, DIP awards are generally issued as part of
annual variable compensation and for recruitment and retention purposes in accordance with the Third Amended and
Restated 2010 LTIP. Awards are issued as stock or as mutual fund awards and generally vest over a three- or four-year
period.
The expense of deferred short-term incentive awards is recognized in net income over the period of deferral on a graded
basis, the fair value of which is determined by prevailing share price or unit price at grant date.
Deferred Equity Plan
Employees who receive cash-based incentive awards over a preset threshold, have an element deferred. The deferred
awards are deferred into our common stock or into our managed funds. The DEP trustee purchases JHG common stock
and units or shares in JHG-managed funds and holds them in trust. Awards are deferred for up to three years and vest in
three equal tranches if employees satisfy employment conditions at each vesting date.
The expense of deferred short-term incentive awards is recognized in net income over the period of deferral on a graded
basis, the fair value of which is determined by prevailing share price or unit price at grant date.
Restricted Share Plan
The RSP allows employees to receive shares of our common stock for nil consideration at a future point, usually after
three years. RSP is recognized in net income on a graded basis. The awards are typically granted for staff recruitment
and retention purposes; all awards have employment conditions and larger awards can be subject to performance hurdles.
Our Compensation Committee approves all awards to Code Staff (employees who perform a significant influence
function, senior management and individuals whose professional activities could have a material impact on our risk
profile), and any awards over £500,000. The fair value of the shares granted is calculated using the NYSE average
high/low trading prices on grant date.
Restricted Stock Awards
RSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes in
accordance with the Amended and Restated 2010 LTIP, the JCG 2005 Long-Term Incentive Stock Plan and the 2012
Employment Inducement Award Plan (“2012 EIA Plan”). Awards generally vest over a three- or four-year period.
Performance Stock Units
The following table presents a summary of PSUs granted to our CEO(1).
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(2) Vesting of these price-vesting units was subject to our three-year Total Shareholder Return (“TSR”) performance relative to a peer group over a
three-year period following the grant date.
(3) These price vesting units may or may not vest in whole or in part three years after the date of grant, depending on our three-year TSR
performance relative to a peer group during the vesting period.
98
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6
2
3
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8
3
1
5
9
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9
0
3
V
e
s
t
i
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g
a
t
e
D
e
c
e
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e
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F
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2
1
Buy As You Earn Share Plan
The BAYE is an HMRC-approved plan. Eligible employees purchase shares of our common stock by investing monthly,
up to £150 (annual limit £1,800), which is deducted from their gross salary. For each share purchased (“partnership
share”), one free matching share is awarded for no additional payment. Matching shares will be forfeited if purchased
shares are withdrawn from the trust within one year.
The non-UK version of the BAYE operates on a similar basis to that of the UK, but matched partnership shares are not
subject to forfeiture.
Mutual Fund Share Awards
MFSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes. At
December 31, 2020, the cost basis of unvested MFSAs, including those issued within DIP, totaled $92.3 million. The
awards are indexed to certain mutual funds managed by us. Upon vesting, participants receive the value of the award
adjusted for gains or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding.
The awards are time-based awards that generally vest three or four years from the grant date.
Intech Long-Term Incentive Awards
In October 2014, Intech granted long-term incentive awards to retain and incentivize employees. The awards consisted
of appreciation rights, profits interests and phantom interests, which are designed to give recipients an equity-like stake
in Intech. Upon the closing date of the Merger, the appreciation rights had fair value of $13.3 million, which is being
amortized using a graded basis over the 10-year vesting schedule. The appreciation rights are exercisable upon
termination of employment from Intech and to the extent vested. Upon exercise, the appreciation rights are settled in
Intech equity.
The profits interests and phantom interest awards entitle recipients to 9.1% of Intech’s pre-incentive profits.
Additional appreciation rights were granted in February 2015 and March 2016. Upon the closing date of the Merger, the
2015 and 2016 appreciation rights had fair value of $0.9 million and $1.8 million, respectively, which is being amortized
using a graded basis over the remaining vesting schedule. The appreciation rights are exercisable upon termination of
employment from Intech and to the extent vested. Upon exercise, the appreciation rights are settled in Intech equity.
The fair values of the appreciation rights were estimated using the Black-Scholes option pricing model with the
following assumptions:
Intech profits interests and phantom interests entitle holders to periodic distributions of a portion of Intech operating
income. Distributions are made during employment and, for profits interests, post-employment for up to 10 years.
Phantom interests are entitled to a one-time distribution at termination of employment. Compensation expense for
post-employment distributions is based upon the present value of expected future distributions and will be recognized
pro rata over the 10-year vesting schedule for profits interests and five years for phantom interests. The present value of
these payments was determined using a 2% discount rate, which represents the interest rate on a 20-year U.S. Treasury
note. As of December 31, 2020, the total undiscounted estimated post-employment payments for profits interests and
phantom interests was $13.0 million (the majority will not be paid until 10 to 20 years after the grant date). The
estimated post-employment payments will be evaluated and adjusted quarterly, as necessary, with changes recorded in
results of operations. As of December 31, 2020, the carrying value of the liability associated with the Intech profits
interests and phantom interests was $8.0 million and is included in accrued compensation, benefits and staff costs on our
Consolidated Balance Sheet.
Compensation Expense
The components of our long-term incentive compensation expense for the years ended December 31, 2020, 2019 and
2018, are summarized as follows (in millions):
DIP
DEP
RSP
BAYE
Other
RSA (including PSUs)
Stock-based payments expense
DIP funds — liability settled
DEP funds — liability settled
MFSA — liability settled
Profits interests and other
Social Security costs
Year ended December 31,
2020
2019
2018
$
27.4 $
— $
8.7
3.5
22.0
1.2
1.8
64.6
41.3
23.7
28.2
0.9
11.4
19.1
8.3
41.8
2.1
2.4
73.7
—
57.5
46.2
(3.9)
10.8
—
18.7
10.1
44.6
3.0
5.2
81.6
—
54.9
24.3
18.4
9.4
Total charge to the Consolidated Statements of
Comprehensive Income
$ 170.1 $ 184.3 $ 188.6
Assumptions
October 2014 February 2015 March 2016
grant
grant
grant
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Grant date fair value (in millions)
Merger date fair value (in millions)
1.98 %
34 %
2.53 %
12
23.2
13.3
$
$
2.56 %
30 %
1.81 %
6
2.0
0.9
$
$
2.89 %
28 %
1.93 %
6
2.6
1.8
$
$
The dividend yield and expected volatility were determined using historical data from publicly traded peers. The
risk-free interest rate for the 2014 grant is based on the 10-year U.S. Treasury note at the time of the grant, while the
risk-free interest rates for the 2015 and 2016 grants are based on the average of the five-year and seven-year U.S.
Treasury notes at the time of the grant. The expected life of the appreciation rights was estimated based upon the
assumption that recipients terminate upon vesting and exercise a certain percentage of their rights each year over the
following four years.
100
101
Buy As You Earn Share Plan
The BAYE is an HMRC-approved plan. Eligible employees purchase shares of our common stock by investing monthly,
up to £150 (annual limit £1,800), which is deducted from their gross salary. For each share purchased (“partnership
share”), one free matching share is awarded for no additional payment. Matching shares will be forfeited if purchased
shares are withdrawn from the trust within one year.
The non-UK version of the BAYE operates on a similar basis to that of the UK, but matched partnership shares are not
subject to forfeiture.
Mutual Fund Share Awards
MFSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes. At
December 31, 2020, the cost basis of unvested MFSAs, including those issued within DIP, totaled $92.3 million. The
awards are indexed to certain mutual funds managed by us. Upon vesting, participants receive the value of the award
adjusted for gains or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding.
The awards are time-based awards that generally vest three or four years from the grant date.
Intech Long-Term Incentive Awards
In October 2014, Intech granted long-term incentive awards to retain and incentivize employees. The awards consisted
of appreciation rights, profits interests and phantom interests, which are designed to give recipients an equity-like stake
in Intech. Upon the closing date of the Merger, the appreciation rights had fair value of $13.3 million, which is being
amortized using a graded basis over the 10-year vesting schedule. The appreciation rights are exercisable upon
termination of employment from Intech and to the extent vested. Upon exercise, the appreciation rights are settled in
Intech equity.
The profits interests and phantom interest awards entitle recipients to 9.1% of Intech’s pre-incentive profits.
Additional appreciation rights were granted in February 2015 and March 2016. Upon the closing date of the Merger, the
2015 and 2016 appreciation rights had fair value of $0.9 million and $1.8 million, respectively, which is being amortized
using a graded basis over the remaining vesting schedule. The appreciation rights are exercisable upon termination of
employment from Intech and to the extent vested. Upon exercise, the appreciation rights are settled in Intech equity.
The fair values of the appreciation rights were estimated using the Black-Scholes option pricing model with the
following assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Grant date fair value (in millions)
Merger date fair value (in millions)
$
$
Assumptions
October 2014 February 2015 March 2016
grant
grant
grant
1.98 %
34 %
2.53 %
12
23.2
13.3
$
$
2.56 %
30 %
1.81 %
6
2.0
0.9
$
$
2.89 %
28 %
1.93 %
6
2.6
1.8
The dividend yield and expected volatility were determined using historical data from publicly traded peers. The
risk-free interest rate for the 2014 grant is based on the 10-year U.S. Treasury note at the time of the grant, while the
risk-free interest rates for the 2015 and 2016 grants are based on the average of the five-year and seven-year U.S.
Treasury notes at the time of the grant. The expected life of the appreciation rights was estimated based upon the
assumption that recipients terminate upon vesting and exercise a certain percentage of their rights each year over the
following four years.
Intech profits interests and phantom interests entitle holders to periodic distributions of a portion of Intech operating
income. Distributions are made during employment and, for profits interests, post-employment for up to 10 years.
Phantom interests are entitled to a one-time distribution at termination of employment. Compensation expense for
post-employment distributions is based upon the present value of expected future distributions and will be recognized
pro rata over the 10-year vesting schedule for profits interests and five years for phantom interests. The present value of
these payments was determined using a 2% discount rate, which represents the interest rate on a 20-year U.S. Treasury
note. As of December 31, 2020, the total undiscounted estimated post-employment payments for profits interests and
phantom interests was $13.0 million (the majority will not be paid until 10 to 20 years after the grant date). The
estimated post-employment payments will be evaluated and adjusted quarterly, as necessary, with changes recorded in
results of operations. As of December 31, 2020, the carrying value of the liability associated with the Intech profits
interests and phantom interests was $8.0 million and is included in accrued compensation, benefits and staff costs on our
Consolidated Balance Sheet.
Compensation Expense
The components of our long-term incentive compensation expense for the years ended December 31, 2020, 2019 and
2018, are summarized as follows (in millions):
$
DIP
DEP
RSP
RSA (including PSUs)
BAYE
Other
Stock-based payments expense
DIP funds — liability settled
DEP funds — liability settled
MFSA — liability settled
Profits interests and other
Social Security costs
Year ended December 31,
2019
2018
2020
27.4 $
8.7
3.5
22.0
1.2
1.8
64.6
41.3
23.7
28.2
0.9
11.4
— $
19.1
8.3
41.8
2.1
2.4
73.7
—
57.5
46.2
(3.9)
10.8
—
18.7
10.1
44.6
3.0
5.2
81.6
—
54.9
24.3
18.4
9.4
Total charge to the Consolidated Statements of
Comprehensive Income
$ 170.1 $ 184.3 $ 188.6
100
101
Unrecognized and unearned compensation expense based on expected vesting outcomes as of December 31, 2020,
including the weighted-average number of years over which the compensation cost will be recognized are summarized
as follows (in millions):
The table below summarizes our outstanding options, exercisable options, and options vested or expected to vest for the
years ended December 31, 2020, 2019 and 2018:
DIP
DEP
RSP
RSA
BAYE
Other
Stock-based payments expense
DIP funds — liability settled
DEP funds — liability settled
MFSA — liability settled
Profits interests and other
Social Security costs
Weighted-
Unrecognized
compensation
$
27.6
3.4
1.9
11.6
0.4
1.7
46.6
35.7
7.0
9.1
7.7
20.7
average
years
1.9
0.9
1.3
1.7
0.6
2.8
1.8
2.0
0.8
1.2
3.3
0.7
Total remaining charge to the Consolidated Statements of
Comprehensive Income
$
126.8
1.6
We generally grant annual long-term incentive awards in March and April in relation to annual awards but also
throughout the year due to seasonality of performance fee bonuses.
Stock Options
Stock options were granted to employees in 2020, 2019 and 2018. The fair value of stock options granted were estimated
on the date of each grant using the Black-Scholes option pricing model, with the following assumptions:
Deferred Incentive Plan, Deferred Equity Plan and Restricted Stock Awards
The table below summarizes unvested DIP, DEP and RSA for the years ended December 31, 2020, 2019 and 2018:
Black-Scholes Option Pricing Model
Fair value of options granted
Assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (years)
Year ended December 31,
2019
SAYE
2018
SAYE
2020
SAYE
£
4.59
£
2.15
£
4.99
6.50 %
37.59 %
0.01 %
3
6.92 %
30.17 %
0.55 %
3
3.85 %
32.20 %
0.70 %
3
Outstanding at January 1
Granted
Exercised
Forfeited
Outstanding at December 31
Exercisable (1)
Vested or expected to vest
2020
Weighted-
average
2019
Weighted-
average
2018
Weighted-
average
Shares
price
Shares
price
Shares
price
1,873,927 $ 28.41
3,139,762 $ 27.91
4,319,706 $ 22.55
212,550 $ 16.06
244,336 $ 18.84
84,273 $ 26.88
(147,408) $ 7.21
(325,134) $ 5.43
(212,562) $ 12.31
(683,671) $ 31.86
(1,185,037) $ 28.30
(1,051,655) $ 11.81
1,255,398 $ 27.13
1,873,927 $ 28.41
3,139,762 $ 27.91
254,779 $ 22.74
91,099 $
—
707,848 $ 33.75
902,633 $ 30.86
962,064 $ 32.97
1,157,663 $ 1.51
(1) The number of exercisable options represents instruments for which all vesting criteria have been satisfied and
whose exercise price was below the closing price of our common stock as of the end of the period.
The following table summarizes the intrinsic value of exercised, outstanding and exercisable options at
December 31, 2020, 2019 and 2018 (in millions):
Exercised
Outstanding
Exercisable
December 31,
2020
2019
2018
$
$
$
— $
4.1 $
0.7 $
0.4 $
1.0 $
0.3 $
0.1
0.2
0.2
2020
Weighted-
average
2019
Weighted-
average
2018
Weighted-
average
Shares
price
Shares
price
Shares
price
5,516,920 $ 28.41
5,116,926 $ 32.71
4,979,312 $ 31.26
2,736,264 $ 20.69
2,799,296 $ 24.00
2,236,886 $ 34.55
(2,443,459) $ 29.00 (2,067,138) $ 31.73 (1,929,267) $ 31.91
(206,897) $ 25.42
(332,164) $ 29.38
(170,005) $ 32.84
5,602,828 $ 24.56
5,516,920 $ 28.41
5,116,926 $ 32.71
Outstanding at January 1
Granted
Vested
Forfeited
Unvested at December 31
Note 16 — Retirement Benefit Plans
Defined Contribution Plans
plan for international employees.
We operate two separate defined contribution retirement benefit plans: a 401(k) plan for U.S. employees and a separate
Substantially all of our U.S. full-time employees are eligible to participate in our 401(k) plan. During the year ended
December 31, 2020, we matched 5.0% of employee-eligible compensation in our 401(k) plan.
Expenses related to our 401(k) plan are included in employee compensation and benefits on our Consolidated Statements
of Comprehensive Income and were $8.0 million, $7.9 million and $5.8 million during the years ended
December 31, 2020, 2019 and 2018, respectively. The assets of the plan are held in trustee-administered funds separately
from our assets.
102
103
DIP
DEP
RSP
RSA
BAYE
Other
Stock-based payments expense
DIP funds — liability settled
DEP funds — liability settled
MFSA — liability settled
Profits interests and other
Social Security costs
Stock Options
Black-Scholes Option Pricing Model
Fair value of options granted
Assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (years)
Unrecognized and unearned compensation expense based on expected vesting outcomes as of December 31, 2020,
including the weighted-average number of years over which the compensation cost will be recognized are summarized
The table below summarizes our outstanding options, exercisable options, and options vested or expected to vest for the
years ended December 31, 2020, 2019 and 2018:
as follows (in millions):
Weighted-
Unrecognized
average
compensation
years
$
27.6
3.4
1.9
0.9
1.3
1.7
0.6
2.8
1.8
2.0
0.8
1.2
3.3
0.7
1.9
11.6
0.4
1.7
46.6
35.7
7.0
9.1
7.7
20.7
Outstanding at January 1
Granted
Exercised
Forfeited
Outstanding at December 31
Exercisable (1)
Vested or expected to vest
2020
Weighted-
average
2019
Weighted-
average
2018
Weighted-
average
Shares
price
Shares
price
Shares
price
1,873,927 $ 28.41
212,550 $ 16.06
(147,408) $ 7.21
(683,671) $ 31.86
1,255,398 $ 27.13
254,779 $ 22.74
902,633 $ 30.86
3,139,762 $ 27.91
244,336 $ 18.84
(325,134) $ 5.43
(1,185,037) $ 28.30
1,873,927 $ 28.41
91,099 $
—
962,064 $ 32.97
4,319,706 $ 22.55
84,273 $ 26.88
(212,562) $ 12.31
(1,051,655) $ 11.81
3,139,762 $ 27.91
707,848 $ 33.75
1,157,663 $ 1.51
(1) The number of exercisable options represents instruments for which all vesting criteria have been satisfied and
whose exercise price was below the closing price of our common stock as of the end of the period.
The following table summarizes the intrinsic value of exercised, outstanding and exercisable options at
December 31, 2020, 2019 and 2018 (in millions):
Exercised
Outstanding
Exercisable
December 31,
2019
2018
2020
$
$
$
— $
4.1 $
0.7 $
0.4 $
1.0 $
0.3 $
0.1
0.2
0.2
Total remaining charge to the Consolidated Statements of
Comprehensive Income
$
126.8
1.6
We generally grant annual long-term incentive awards in March and April in relation to annual awards but also
throughout the year due to seasonality of performance fee bonuses.
Stock options were granted to employees in 2020, 2019 and 2018. The fair value of stock options granted were estimated
on the date of each grant using the Black-Scholes option pricing model, with the following assumptions:
Deferred Incentive Plan, Deferred Equity Plan and Restricted Stock Awards
The table below summarizes unvested DIP, DEP and RSA for the years ended December 31, 2020, 2019 and 2018:
Year ended December 31,
2020
SAYE
2019
SAYE
2018
SAYE
£
4.59
£
2.15
£
4.99
6.50 %
37.59 %
0.01 %
3
6.92 %
30.17 %
0.55 %
3
3.85 %
32.20 %
0.70 %
3
Outstanding at January 1
Granted
Vested
Forfeited
Unvested at December 31
Note 16 — Retirement Benefit Plans
Defined Contribution Plans
2020
Weighted-
average
2019
Weighted-
average
2018
Weighted-
average
Shares
price
Shares
price
Shares
price
5,516,920 $ 28.41
2,736,264 $ 20.69
4,979,312 $ 31.26
2,236,886 $ 34.55
(2,443,459) $ 29.00 (2,067,138) $ 31.73 (1,929,267) $ 31.91
(170,005) $ 32.84
5,116,926 $ 32.71
(206,897) $ 25.42
5,602,828 $ 24.56
(332,164) $ 29.38
5,516,920 $ 28.41
5,116,926 $ 32.71
2,799,296 $ 24.00
We operate two separate defined contribution retirement benefit plans: a 401(k) plan for U.S. employees and a separate
plan for international employees.
Substantially all of our U.S. full-time employees are eligible to participate in our 401(k) plan. During the year ended
December 31, 2020, we matched 5.0% of employee-eligible compensation in our 401(k) plan.
Expenses related to our 401(k) plan are included in employee compensation and benefits on our Consolidated Statements
of Comprehensive Income and were $8.0 million, $7.9 million and $5.8 million during the years ended
December 31, 2020, 2019 and 2018, respectively. The assets of the plan are held in trustee-administered funds separately
from our assets.
102
103
Substantially all of our non-U.S. full-time employees are eligible to participate in our defined contribution plans. The
total amounts charged to our Consolidated Statements of Comprehensive Income for the years ended
December 31, 2020, 2019 and 2018, in respect to our non-U.S. defined contribution plan were $14.0 million, $10.4
million and $7.5 million, respectively, which represents contributions paid or payable to this plan by us.
Defined Benefit Plans
The main defined benefit pension plan sponsored by us is the defined benefit section of the JHGPS, previously the
Henderson Group Pension Scheme, which closed to new members on November 15, 1999. The JHGPS is funded by
contributions to a separately administered fund.
Benefits in the defined benefit section of the JHGPS are based on service and final salary. The plan is approved by
HMRC for tax purposes and is operated separately from the Company and managed by an independent trustee board.
The trustee is responsible for payment of the benefits and management of the JHGPS assets. We also have a contractual
obligation to provide certain members of the JHGPS with additional defined benefits on an unfunded basis.
The JHGPS is subject to UK regulations, which require us and the trustee to agree to a funding strategy and contribution
schedule for the scheme.
2019:
Our latest triennial valuation of the JHGPS resulted in a surplus on a technical provisions basis of $16.4 million.
Plan Assets and Benefit Obligations
The Plan assets and defined benefit obligations of the JHGPS and the unapproved pension plan were valued as of
December 31, 2020 and 2019. Our plan assets, benefit obligations and funded status as of the December 31 measurement
date were as follows (in millions):
$
Change in plan assets:
Fair value of plan assets as of January 1
Fair value of money purchase section of JHPS as of January 1, 2020
Return on plan assets
Employer contributions
Benefits paid
Settlements
Foreign currency translation
Fair value of plan assets as of December 31
Change in benefit obligation:
Benefit obligation as of January 1
Benefit obligation of money purchase section of JHPS as of January 1, 2020
Service cost
Interest cost
Settlements
Benefits paid
Actuarial gain (loss)
Foreign currency translation
Benefit obligation as of December 31
Funded status as of year-end
Tax at source
Net retirement benefit asset recognized in the Consolidated Balance Sheets
$
December 31,
2020
2019
945.9 $
137.2
160.6
2.1
(15.9)
(32.2)
34.8
1,232.5
(703.2)
(137.2)
(0.9)
(14.1)
32.2
15.9
(191.1)
(28.1)
(1,026.5)
206.0
(19.4)
186.6 $
849.5
N/A
100.1
2.0
(14.8)
(25.4)
34.5
945.9
(613.3)
N/A
(0.8)
(17.4)
25.4
14.8
(86.8)
(25.1)
(703.2)
242.7
(33.1)
209.6
Actuarial losses increased during the year ended December 31, 2020, due to a fall in discount rate over the period,
resulting from lower bond yields, leading to an increase in the benefit obligation. During the year ended December 31,
2020, $32.2 million was paid to members transferring their benefits out of the scheme, reducing the benefit obligation.
Amounts recognized on our Consolidated Balance Sheets, net of tax at source as of December 31, 2020 and 2019,
consist of the following (in millions):
Retirement benefit assets recognized in the Consolidated Balance Sheets:
Janus Henderson Group UK Pension Scheme
Retirement benefit obligations recognized in the Consolidated Balance Sheets:
Janus Henderson Group unapproved pension scheme
Net retirement benefit asset recognized in the Consolidated Balance Sheets
$
186.6 $
209.6
We used the following key assumptions in determining the defined benefit obligation as of December 31, 2020 and
December 31,
2020
2019
$
191.3 $
214.0
(4.7)
(4.4)
Discount rate
Inflation — salaries
Inflation — Retail Price Index ("RPI")
Inflation — Consumer Price Index ("CPI")
Pension increases (RPI capped at 5% per annum ("p.a."))
Pension increases (RPI capped at 2.5% p.a.)
Life expectancy of male aged 60 at accounting date
Life expectancy of male aged 60 in 15 years' time
The discount rate applied to the plan obligations is based on AA-rated corporate bond yields with similar maturities.
The fair values of the JHGPS plan assets as of December 31, 2020 and 2019, by major asset class, are as follows (in
December 31,
2020
2019
1.3 %
2.5 %
2.9 %
2.2 %
2.9 %
2.1 %
2.1 %
2.5 %
3.0 %
1.9 %
2.9 %
2.0 %
28.4
29.4
28.3
29.3
December 31,
2020
$
10.4 $
14.4
453.4
483.8
270.5
$ 1,232.5 $
2019
3.7
78.1
395.8
261.4
206.9
945.9
Plan Assets
millions):
Cash and cash equivalents
Money market instruments
Bulk annuity policy
Fixed income investments
Equity investments
Total assets at fair value
As of December 31, 2020 and 2019, $244.7 million and $250.9 million, respectively, of JHGPS assets were held in JHG-
managed funds.
On September 5, 2019, JHGPS and Scottish Widows Limited (“SWL”) entered into a pension buy-in agreement (the
“agreement”). The agreement provides JHGPS a monthly contractual payment stream from SWL to satisfy pension
obligations payable to approximately one-third of total plan participants receiving benefits from JHGPS as of December
31, 2019. The agreement does not relieve JHGPS or JHG (as plan sponsor) of the primary responsibility for the pension
obligations. JHGPS paid a premium of approximately £328 million ($404 million) for the agreement and it was recorded
at fair value as a plan asset of JHGPS.
104
105
Substantially all of our non-U.S. full-time employees are eligible to participate in our defined contribution plans. The
total amounts charged to our Consolidated Statements of Comprehensive Income for the years ended
December 31, 2020, 2019 and 2018, in respect to our non-U.S. defined contribution plan were $14.0 million, $10.4
million and $7.5 million, respectively, which represents contributions paid or payable to this plan by us.
Defined Benefit Plans
The main defined benefit pension plan sponsored by us is the defined benefit section of the JHGPS, previously the
Henderson Group Pension Scheme, which closed to new members on November 15, 1999. The JHGPS is funded by
contributions to a separately administered fund.
Benefits in the defined benefit section of the JHGPS are based on service and final salary. The plan is approved by
HMRC for tax purposes and is operated separately from the Company and managed by an independent trustee board.
The trustee is responsible for payment of the benefits and management of the JHGPS assets. We also have a contractual
obligation to provide certain members of the JHGPS with additional defined benefits on an unfunded basis.
The JHGPS is subject to UK regulations, which require us and the trustee to agree to a funding strategy and contribution
schedule for the scheme.
Our latest triennial valuation of the JHGPS resulted in a surplus on a technical provisions basis of $16.4 million.
Plan Assets and Benefit Obligations
The Plan assets and defined benefit obligations of the JHGPS and the unapproved pension plan were valued as of
December 31, 2020 and 2019. Our plan assets, benefit obligations and funded status as of the December 31 measurement
date were as follows (in millions):
Change in plan assets:
Fair value of plan assets as of January 1
Fair value of money purchase section of JHPS as of January 1, 2020
Return on plan assets
Employer contributions
Benefits paid
Settlements
Foreign currency translation
Fair value of plan assets as of December 31
Change in benefit obligation:
Benefit obligation as of January 1
Benefit obligation of money purchase section of JHPS as of January 1, 2020
Service cost
Interest cost
Settlements
Benefits paid
Actuarial gain (loss)
Foreign currency translation
Benefit obligation as of December 31
Funded status as of year-end
Tax at source
December 31,
2020
2019
$
945.9 $
137.2
160.6
2.1
(15.9)
(32.2)
34.8
1,232.5
(703.2)
(137.2)
(0.9)
(14.1)
32.2
15.9
(191.1)
(28.1)
(1,026.5)
206.0
(19.4)
849.5
N/A
100.1
2.0
(14.8)
(25.4)
34.5
945.9
(613.3)
N/A
(0.8)
(17.4)
25.4
14.8
(86.8)
(25.1)
(703.2)
242.7
(33.1)
209.6
Net retirement benefit asset recognized in the Consolidated Balance Sheets
$
186.6 $
Actuarial losses increased during the year ended December 31, 2020, due to a fall in discount rate over the period,
resulting from lower bond yields, leading to an increase in the benefit obligation. During the year ended December 31,
2020, $32.2 million was paid to members transferring their benefits out of the scheme, reducing the benefit obligation.
Amounts recognized on our Consolidated Balance Sheets, net of tax at source as of December 31, 2020 and 2019,
consist of the following (in millions):
Retirement benefit assets recognized in the Consolidated Balance Sheets:
Janus Henderson Group UK Pension Scheme
Retirement benefit obligations recognized in the Consolidated Balance Sheets:
Janus Henderson Group unapproved pension scheme
Net retirement benefit asset recognized in the Consolidated Balance Sheets
$
December 31,
2020
2019
$
191.3 $
214.0
(4.7)
186.6 $
(4.4)
209.6
We used the following key assumptions in determining the defined benefit obligation as of December 31, 2020 and
2019:
Discount rate
Inflation — salaries
Inflation — Retail Price Index ("RPI")
Inflation — Consumer Price Index ("CPI")
Pension increases (RPI capped at 5% per annum ("p.a."))
Pension increases (RPI capped at 2.5% p.a.)
Life expectancy of male aged 60 at accounting date
Life expectancy of male aged 60 in 15 years' time
December 31,
2020
2019
1.3 %
2.5 %
2.9 %
2.2 %
2.9 %
2.1 %
28.4
29.4
2.1 %
2.5 %
3.0 %
1.9 %
2.9 %
2.0 %
28.3
29.3
The discount rate applied to the plan obligations is based on AA-rated corporate bond yields with similar maturities.
Plan Assets
The fair values of the JHGPS plan assets as of December 31, 2020 and 2019, by major asset class, are as follows (in
millions):
Cash and cash equivalents
Money market instruments
Bulk annuity policy
Fixed income investments
Equity investments
Total assets at fair value
December 31,
2020
$
10.4 $
14.4
453.4
483.8
270.5
$ 1,232.5 $
2019
3.7
78.1
395.8
261.4
206.9
945.9
As of December 31, 2020 and 2019, $244.7 million and $250.9 million, respectively, of JHGPS assets were held in JHG-
managed funds.
On September 5, 2019, JHGPS and Scottish Widows Limited (“SWL”) entered into a pension buy-in agreement (the
“agreement”). The agreement provides JHGPS a monthly contractual payment stream from SWL to satisfy pension
obligations payable to approximately one-third of total plan participants receiving benefits from JHGPS as of December
31, 2019. The agreement does not relieve JHGPS or JHG (as plan sponsor) of the primary responsibility for the pension
obligations. JHGPS paid a premium of approximately £328 million ($404 million) for the agreement and it was recorded
at fair value as a plan asset of JHGPS.
104
105
The remaining assets of the JHGPS plan are allocated to a growth portfolio and to fixed income assets. The majority of
the growth portfolio is invested in pooled diversified funds, with the objective of achieving a level of growth greater than
the fixed income portfolio. The fixed income portfolio is managed on a segregated basis, with the primary objective of
meeting the cash flows as they mature.
Excluding the bulk annuity policy, the strategic allocation as of December 31, 2020 and 2019, was broadly 80% fixed
income investments and 20% growth portfolio.
The following table presents JHGPS plan assets at fair value on a recurring basis as of December 31, 2020 (in millions):
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
and liabilities
(Level 1)
(Level 2)
observable inputs unobservable inputs
Significant
Cash and cash equivalents
Money market instruments
Bulk annuity contract
Fixed income investments
Equity investments
Total
$
$
10.4 $
—
—
483.8
270.5
764.7 $
— $
14.4
—
—
—
14.4 $
(Level 3)
Total
— $
—
453.4
—
—
10.4
14.4
453.4
483.8
270.5
453.4 $ 1,232.5
The following table presents JHGPS plan assets at fair value on a recurring basis as of December 31, 2019 (in millions):
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
and liabilities
(Level 1)
(Level 2)
observable inputs unobservable inputs
Significant
Cash and cash equivalents
Money market instruments
Bulk annuity contract
Fixed income investments
Equity investments
Total
$
$
3.7 $
—
—
261.4
206.9
472.0 $
— $
78.1
—
—
—
78.1 $
(Level 3)
— $
—
395.8
—
—
Total
3.7
78.1
395.8
261.4
206.9
395.8 $ 945.9
The value of the bulk annuity contracts increased from $395.8 million at December 31, 2019, to $453.4 million at
December 31, 2020, due to $70.4 million in favorable mark-to-mark adjustments in 2020 driven by increasing prices in
annuity markets, offset by $12.8 million in cash payments received under the contract terms.
The expected rate of return on assets for the financial period ending December 31, 2020, was 1.7% p.a. based on
financial conditions as of December 31, 2019 (2019: 2.5% p.a.). This rate is derived by taking the weighted average of
the long-term expected rate of return on each of the asset classes in JHGPS’s target asset allocation. The expected rate of
return has been determined based on yields on either long-dated government bonds or relevant corporate bonds,
dependent on the class of asset in question, adjusted where appropriate based on the individual characteristics of each
asset class.
106
107
Actuarial Gains and Losses
(in millions):
Cumulative amounts recognized in accumulated other comprehensive income and the actuarial gain, net of tax deducted
at source, credited to other comprehensive income for the years ended December 31, 2020 and 2019, are shown below
Opening accumulated unamortized actuarial gain
Current year actuarial gain (loss)
Tax at source on current year actuarial gain (loss)
Current year prior service cost
Release of actuarial gain due to settlement event
Release of tax at source due to settlement event
Closing accumulated unamortized actuarial gain
December 31,
2020
2019
$
19.1 $
24.7
(43.7)
14.6
0.4
(1.2)
0.4
(5.5)
0.9
0.4
(2.1)
0.7
$ (10.4) $
19.1
No actuarial gains were amortized from accumulated other comprehensive income during the year ended
December 31, 2020 (2019: nil).
A high court ruling on October 26, 2018, suggested that most UK pension schemes, including our scheme, will need to
amend benefits to correct for inequalities in “guaranteed minimum pensions.” The estimated impact of this ruling on the
obligations is estimated as $3.9 million, treated as a prior service cost in 2018 to be amortized in future years; the
amount amortized in 2020 was $0.4 million and the amount expected to be amortized in 2021 is $0.4 million. However,
considerable legal and other uncertainties remain, and the ultimate cost of amending benefits could be significantly
higher or lower.
Net Periodic Benefit Cost
The components of net periodic benefit cost in respect to defined benefit plans for the years ended December 31, 2020,
2019 and 2018, include the following (in millions):
Service cost
Settlement gain
Interest cost
Amortization of prior service cost
Expected return on plan assets
Net periodic benefit credit
Contributions to money purchase section
Total cost
December 31,
2020
2019
2018
$
(0.9) $
(0.8) $
(1.2)
1.3
(14.1)
(0.4)
12.5
(1.6)
(8.2)
2.1
(17.4)
(0.4)
18.6
2.1
(7.9)
1.6
(17.3)
—
21.3
4.4
(8.0)
(3.6)
$
(9.8) $
(5.8) $
The remaining assets of the JHGPS plan are allocated to a growth portfolio and to fixed income assets. The majority of
the growth portfolio is invested in pooled diversified funds, with the objective of achieving a level of growth greater than
the fixed income portfolio. The fixed income portfolio is managed on a segregated basis, with the primary objective of
meeting the cash flows as they mature.
Excluding the bulk annuity policy, the strategic allocation as of December 31, 2020 and 2019, was broadly 80% fixed
income investments and 20% growth portfolio.
The following table presents JHGPS plan assets at fair value on a recurring basis as of December 31, 2020 (in millions):
The following table presents JHGPS plan assets at fair value on a recurring basis as of December 31, 2019 (in millions):
Cash and cash equivalents
Money market instruments
Bulk annuity contract
Fixed income investments
Equity investments
Total
Cash and cash equivalents
Money market instruments
Bulk annuity contract
Fixed income investments
Equity investments
Total
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
Significant
and liabilities
observable inputs unobservable inputs
(Level 1)
(Level 2)
(Level 3)
$
10.4 $
—
—
483.8
270.5
— $
14.4
—
—
—
— $
—
453.4
—
—
Total
10.4
14.4
453.4
483.8
270.5
$
764.7 $
14.4 $
453.4 $ 1,232.5
Fair value measurements using:
Quoted prices in
active markets for
identical assets Significant other
Significant
and liabilities
observable inputs unobservable inputs
(Level 1)
(Level 2)
(Level 3)
Total
$
3.7 $
—
—
261.4
206.9
— $
78.1
—
—
—
— $
3.7
—
395.8
—
—
78.1
395.8
261.4
206.9
395.8 $ 945.9
$
472.0 $
78.1 $
The value of the bulk annuity contracts increased from $395.8 million at December 31, 2019, to $453.4 million at
December 31, 2020, due to $70.4 million in favorable mark-to-mark adjustments in 2020 driven by increasing prices in
annuity markets, offset by $12.8 million in cash payments received under the contract terms.
The expected rate of return on assets for the financial period ending December 31, 2020, was 1.7% p.a. based on
financial conditions as of December 31, 2019 (2019: 2.5% p.a.). This rate is derived by taking the weighted average of
the long-term expected rate of return on each of the asset classes in JHGPS’s target asset allocation. The expected rate of
return has been determined based on yields on either long-dated government bonds or relevant corporate bonds,
dependent on the class of asset in question, adjusted where appropriate based on the individual characteristics of each
asset class.
Actuarial Gains and Losses
Cumulative amounts recognized in accumulated other comprehensive income and the actuarial gain, net of tax deducted
at source, credited to other comprehensive income for the years ended December 31, 2020 and 2019, are shown below
(in millions):
Opening accumulated unamortized actuarial gain
Current year actuarial gain (loss)
Tax at source on current year actuarial gain (loss)
Current year prior service cost
Release of actuarial gain due to settlement event
Release of tax at source due to settlement event
Closing accumulated unamortized actuarial gain
December 31,
$
2020
19.1 $
(43.7)
14.6
0.4
(1.2)
0.4
$ (10.4) $
2019
24.7
(5.5)
0.9
0.4
(2.1)
0.7
19.1
No actuarial gains were amortized from accumulated other comprehensive income during the year ended
December 31, 2020 (2019: nil).
A high court ruling on October 26, 2018, suggested that most UK pension schemes, including our scheme, will need to
amend benefits to correct for inequalities in “guaranteed minimum pensions.” The estimated impact of this ruling on the
obligations is estimated as $3.9 million, treated as a prior service cost in 2018 to be amortized in future years; the
amount amortized in 2020 was $0.4 million and the amount expected to be amortized in 2021 is $0.4 million. However,
considerable legal and other uncertainties remain, and the ultimate cost of amending benefits could be significantly
higher or lower.
Net Periodic Benefit Cost
The components of net periodic benefit cost in respect to defined benefit plans for the years ended December 31, 2020,
2019 and 2018, include the following (in millions):
Service cost
Settlement gain
Interest cost
Amortization of prior service cost
Expected return on plan assets
Net periodic benefit credit
Contributions to money purchase section
Total cost
December 31,
2020
(0.9) $
1.3
(14.1)
(0.4)
12.5
(1.6)
(8.2)
(9.8) $
2019
(0.8) $
2.1
(17.4)
(0.4)
18.6
2.1
(7.9)
(5.8) $
2018
(1.2)
1.6
(17.3)
—
21.3
4.4
(8.0)
(3.6)
$
$
106
107
The following key assumptions were used in determining the net periodic benefit cost for the years ended
December 31, 2020, 2019 and 2018 (in millions):
The components of other comprehensive income (loss), net of tax for the years ended December 31, 2020, 2019 and
2018, are as follows (in millions):
December 31,
2020
Discount rate
Inflation — salaries
Inflation — RPI
Inflation — CPI
Pension increases (RPI capped at 5% p.a.)
Pension increases (RPI capped at 2.5% p.a.)
Expected return on plan assets
Amortization period for net actuarial gains at beginning of the year
2.1 %
2.5 %
3.0 %
1.9 %
2.9 %
2.0 %
1.7 %
9.0
2019
2.9 %
2.5 %
3.1 %
2.0 %
3.0 %
2.1 %
2.5 %
10.0
2018
2.6 %
2.5 %
3.1 %
2.0 %
3.0 %
2.1 %
2.5 %
11.0
Cash Flows
Employer contributions of $2.0 million were paid in relation to our defined benefit pension plans during 2020 (excluding
credits to members’ Money purchase accounts). We expect to contribute approximately $0.9 million to the JHGPS
(excluding credits to members’ Money purchase accounts) in the year ended December 31, 2021.
The expected future benefit payments for our pension plan are as follows (in millions):
2021
2022
2023
2024
2025
2026-2030
$
$
$
$
$
$
20.2
21.9
23.5
24.9
25.0
138.7
Note 17 — Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax for the years ended December 31, 2020 and 2019, are as
follows (in millions):
Year ended December 31,
Year ended December 31, 2020
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive income
Year ended December 31, 2019
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive income
Year ended December 31, 2018
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive loss
Note 18 — Earnings and Dividends Per Share
Earnings Per Share
(in millions, except per share data):
Pre-tax
amount
Tax
expense
Net amount
$
73.1 $
0.3 $
(29.0)
(2.0)
(0.1)
—
$
42.1 $
0.2 $
Pre-tax
amount
Tax
expense
Net amount
$
74.3 $
0.4 $
(4.1)
(1.4)
(0.1)
—
$
68.8 $
0.3 $
73.4
(29.1)
(2.0)
42.3
74.7
(4.2)
(1.4)
69.1
Pre-tax
amount
(124.3)
4.2
(1.1)
Tax
expense
Net amount
—
0.6
—
(124.3)
4.8
(1.1)
$
(121.2) $
0.6 $
(120.6)
The following is a summary of the earnings per share calculation for the years ended December 31, 2020, 2019 and 2018
Net income attributable to JHG
Allocation of earnings to participating stock-based awards
Net income attributable to JHG common shareholders
Year ended December 31,
2020
2019
2018
$
161.6 $
427.6 $
523.8
(4.7)
(11.7)
(12.7)
$
156.9 $
415.9 $
511.1
Weighted-average common shares outstanding — basic
Dilutive effect of nonparticipating stock-based awards
Weighted-average common shares outstanding — diluted
179.4
0.5
179.9
188.0
0.6
188.6
195.0
0.9
195.9
Earnings per share:
Basic (two class)
Diluted (two class)
$
$
0.87 $
0.87 $
2.21 $
2.21 $
2.62
2.61
The following instruments are anti-dilutive and have not been included in the weighted-average diluted shares
outstanding calculation (in millions):
Unvested nonparticipating stock awards
Year ended
December 31,
2020
2019
2018
0.5
1.1
1.0
(1.6)
71.8
(0.4)
(29.5)
(2.0)
42.3
—
74.7
—
(5.6)
—
69.1
0.8
—
0.8
(12.7)
$ (313.6) $ (10.4) $ (324.0) $ (386.2) $
—
(12.7)
19.1 $ (367.1)
108
109
Beginning balance
Other comprehensive income (loss)
Amounts reclassified from accumulated
other comprehensive loss
Total other comprehensive income (loss)
Less: other comprehensive loss (income)
attributable to noncontrolling interests
Ending balance
Foreign
currency
2019
Retirement
benefit
asset, net
Total
currency asset, net Total
$ (386.2) $
73.4
19.1 $ (367.1) $ (448.2) $
(29.1)
2020
Retirement
benefit
Foreign
24.7 $ (423.5)
69.1
(5.6)
74.7
44.3
The following key assumptions were used in determining the net periodic benefit cost for the years ended
December 31, 2020, 2019 and 2018 (in millions):
The components of other comprehensive income (loss), net of tax for the years ended December 31, 2020, 2019 and
2018, are as follows (in millions):
Discount rate
Inflation — salaries
Inflation — RPI
Inflation — CPI
Pension increases (RPI capped at 5% p.a.)
Pension increases (RPI capped at 2.5% p.a.)
Expected return on plan assets
December 31,
2020
2019
2018
2.1 %
2.5 %
3.0 %
1.9 %
2.9 %
2.0 %
1.7 %
2.9 %
2.5 %
3.1 %
2.0 %
3.0 %
2.1 %
2.5 %
2.6 %
2.5 %
3.1 %
2.0 %
3.0 %
2.1 %
2.5 %
Amortization period for net actuarial gains at beginning of the year
9.0
10.0
11.0
Cash Flows
Employer contributions of $2.0 million were paid in relation to our defined benefit pension plans during 2020 (excluding
credits to members’ Money purchase accounts). We expect to contribute approximately $0.9 million to the JHGPS
(excluding credits to members’ Money purchase accounts) in the year ended December 31, 2021.
The expected future benefit payments for our pension plan are as follows (in millions):
2021
2022
2023
2024
2025
2026-2030
$
$
$
$
$
$
20.2
21.9
23.5
24.9
25.0
138.7
Note 17 — Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax for the years ended December 31, 2020 and 2019, are as
follows (in millions):
Beginning balance
Other comprehensive income (loss)
Amounts reclassified from accumulated
other comprehensive loss
Total other comprehensive income (loss)
Less: other comprehensive loss (income)
attributable to noncontrolling interests
Ending balance
Year ended December 31,
2020
Retirement
2019
Retirement
benefit
Foreign
benefit
Foreign
currency asset, net Total
currency
asset, net
Total
$ (386.2) $
19.1 $ (367.1) $ (448.2) $
24.7 $ (423.5)
73.4
(29.1)
44.3
74.7
(5.6)
69.1
(1.6)
71.8
(0.4)
(29.5)
(2.0)
42.3
—
74.7
—
(5.6)
—
69.1
0.8
—
0.8
(12.7)
—
(12.7)
$ (313.6) $ (10.4) $ (324.0) $ (386.2) $
19.1 $ (367.1)
Year ended December 31, 2020
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive income
Year ended December 31, 2019
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive income
Year ended December 31, 2018
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive loss
Note 18 — Earnings and Dividends Per Share
Earnings Per Share
Pre-tax
amount
Tax
expense
$
$
73.1 $
(29.0)
(2.0)
42.1 $
Net amount
73.4
(29.1)
(2.0)
42.3
0.3 $
(0.1)
—
0.2 $
Pre-tax
amount
Tax
expense
$
$
74.3 $
(4.1)
(1.4)
68.8 $
Pre-tax
amount
(124.3)
4.2
(1.1)
(121.2) $
$
Net amount
74.7
(4.2)
(1.4)
69.1
0.4 $
(0.1)
—
0.3 $
Tax
expense
Net amount
(124.3)
4.8
(1.1)
(120.6)
—
0.6
—
0.6 $
The following is a summary of the earnings per share calculation for the years ended December 31, 2020, 2019 and 2018
(in millions, except per share data):
Net income attributable to JHG
Allocation of earnings to participating stock-based awards
Net income attributable to JHG common shareholders
Year ended December 31,
2019
427.6 $
(11.7)
415.9 $
2020
161.6 $
(4.7)
156.9 $
2018
523.8
(12.7)
511.1
$
$
Weighted-average common shares outstanding — basic
Dilutive effect of nonparticipating stock-based awards
Weighted-average common shares outstanding — diluted
179.4
0.5
179.9
188.0
0.6
188.6
195.0
0.9
195.9
Earnings per share:
Basic (two class)
Diluted (two class)
$
$
0.87 $
0.87 $
2.21 $
2.21 $
2.62
2.61
The following instruments are anti-dilutive and have not been included in the weighted-average diluted shares
outstanding calculation (in millions):
Unvested nonparticipating stock awards
Year ended
December 31,
2019
2018
2020
0.5
1.1
1.0
108
109
Dividends Per Share
Note 20 — Related Party Transactions
The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors,
including, but not limited to, our results of operations, financial condition, capital requirements, legal requirements and
general business conditions.
Disclosures relating to equity method investments and our pension scheme can be found in Note 9 — Equity Method
Investments and Note 16 — Retirement Benefit Plans, respectively. Transactions between JHG and our controlled
subsidiaries have been eliminated on consolidation and are not disclosed in this note.
The following is a summary of cash dividends declared and paid for the years ended December 31, 2020, 2019 and
2018:
Certain managed funds are deemed to be related parties of JHG under the related party guidance. We earn fees from the
funds for which we act as investment manager and the balance sheet includes amount due from these managed funds.
Dividends paid per share
Note 19 — Commitments and Contingencies
Year ended December 31,
2019
2020
2018
$
1.44 $
1.44 $
1.40
Commitments and contingencies may arise in the normal course of business. Commitments and contingencies as of
December 31, 2020, are discussed below.
(in millions):
Operating and Finance Leases
As of December 31, 2020, we had future minimum rental commitments under non-cancelable operating and finance
leases. Refer to Note 8 — Leases for information related to operating and financing lease commitments.
Litigation and Other Regulatory Matters
We are periodically involved in various legal proceedings and other regulatory matters.
Eisenberg v. Credit Suisse AG and Janus Indices and Qiu v. Credit Suisse AG and Janus Indices
On March 15, 2018, a class action lawsuit was filed in the U.S. District Court for the Southern District of New York
(“SDNY”) against a subsidiary of JHG, Janus Index & Calculation Services LLC, which, effective January 1, 2019, was
renamed Janus Henderson Indices LLC (“Janus Indices”), on behalf of a class consisting of investors who purchased
VelocityShares Daily Inverse VIX Short-Term ETN (Ticker: XIV) between January 29, 2018, and February 5, 2018
(Eisenberg v. Credit Suisse AG and Janus Indices). Credit Suisse AG (“Credit Suisse”), the issuer of the XIV notes, is
also named as a defendant in the lawsuit. The plaintiffs generally allege statements by Credit Suisse and Janus Indices,
including those in the registration statement, were materially false and misleading based on its discussion of how the
intraday indicative value (“IIV”) is calculated and that the IIV was not an accurate gauge of the economic value of the
notes.
On May 4, 2018, an additional class action lawsuit was filed on behalf of investors who purchased XIV between January
29, 2018, and February 5, 2018, against Janus Indices and Credit Suisse in the SDNY (Qiu v. Credit Suisse AG and
Janus Indices). The Qiu allegations generally copy the allegations in the Eisenberg case.
On August 20, 2018, an amended complaint was filed in the Eisenberg and Qiu cases (which have been consolidated in
the SDNY under the name Set Capital LLC, et al. v. Credit Suisse AG, et al.), adding Janus Distributors LLC, doing
business as Janus Henderson Distributors, and Janus Henderson Group plc as parties, and adding allegations of market
manipulation by all of the defendants. The Janus Henderson Group plc and Credit Suisse defendants moved to dismiss
the Set Capital amended complaint, and on September 25, 2019, the court dismissed all claims against all defendants.
The court denied the plaintiffs’ request for an opportunity to further amend their complaint, and therefore dismissed the
case in its entirety. Plaintiffs have filed an appeal in the U.S. Court of Appeals for the Second Circuit.
We believe that the remaining claims in these exchange-traded note lawsuits are without merit and are vigorously
defending these actions. As of December 31, 2020, we cannot reasonably estimate possible losses from the remaining
claims in the exchange-traded note lawsuits.
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111
During the years ended December 31, 2020, 2019 and 2018, we recognized revenues of $1,974.6 million, $1,870.1
million and $1,953.2 million, respectively, from the funds we manage that are related parties and not consolidated, in our
Consolidated Statements of Comprehensive Income.
The following table reflects amounts in our Consolidated Balance Sheets relating to fees receivable from managed funds
Accrued income
Accounts receivable
As of December 31,
2020
2019
$ 210.8 $ 198.2
55.7
34.0
Dai-ichi Life was a significant shareholder of JHG at December 31, 2020. Investment management fees attributable to
Dai-ichi Life separate accounts for the years ended December 31, 2020 and 2019, were $22.2 million and $15.8 million,
respectively.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary
offering, and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life for a total of
approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the price at which the shares of
common stock were sold to the public in the secondary offering, less the underwriting discount. As a result of the
completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We did not
receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Seed investments held in managed funds are discussed in Note 5 — Consolidation.
Note 21 — Geographic Information
The following summary provides information concerning our principal geographic areas for the years ended and as of
December 31, 2020, 2019 and 2018 (in millions):
Operating revenues
U.S.
UK
Luxembourg
International
Total
Year ended December 31,
2020
2019
2018
$ 1,401.5 $ 1,353.0 $ 1,338.7
562.7
281.5
52.9
602.4
182.3
54.7
649.4
255.9
62.4
$ 2,298.6 $ 2,192.4 $ 2,306.4
Dividends Per Share
general business conditions.
2018:
The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors,
including, but not limited to, our results of operations, financial condition, capital requirements, legal requirements and
The following is a summary of cash dividends declared and paid for the years ended December 31, 2020, 2019 and
Year ended December 31,
2020
2019
2018
$
1.44 $
1.44 $
1.40
Commitments and contingencies may arise in the normal course of business. Commitments and contingencies as of
Dividends paid per share
Note 19 — Commitments and Contingencies
December 31, 2020, are discussed below.
Operating and Finance Leases
As of December 31, 2020, we had future minimum rental commitments under non-cancelable operating and finance
leases. Refer to Note 8 — Leases for information related to operating and financing lease commitments.
Litigation and Other Regulatory Matters
We are periodically involved in various legal proceedings and other regulatory matters.
Eisenberg v. Credit Suisse AG and Janus Indices and Qiu v. Credit Suisse AG and Janus Indices
On March 15, 2018, a class action lawsuit was filed in the U.S. District Court for the Southern District of New York
(“SDNY”) against a subsidiary of JHG, Janus Index & Calculation Services LLC, which, effective January 1, 2019, was
renamed Janus Henderson Indices LLC (“Janus Indices”), on behalf of a class consisting of investors who purchased
VelocityShares Daily Inverse VIX Short-Term ETN (Ticker: XIV) between January 29, 2018, and February 5, 2018
(Eisenberg v. Credit Suisse AG and Janus Indices). Credit Suisse AG (“Credit Suisse”), the issuer of the XIV notes, is
also named as a defendant in the lawsuit. The plaintiffs generally allege statements by Credit Suisse and Janus Indices,
including those in the registration statement, were materially false and misleading based on its discussion of how the
intraday indicative value (“IIV”) is calculated and that the IIV was not an accurate gauge of the economic value of the
notes.
On May 4, 2018, an additional class action lawsuit was filed on behalf of investors who purchased XIV between January
29, 2018, and February 5, 2018, against Janus Indices and Credit Suisse in the SDNY (Qiu v. Credit Suisse AG and
Janus Indices). The Qiu allegations generally copy the allegations in the Eisenberg case.
On August 20, 2018, an amended complaint was filed in the Eisenberg and Qiu cases (which have been consolidated in
the SDNY under the name Set Capital LLC, et al. v. Credit Suisse AG, et al.), adding Janus Distributors LLC, doing
business as Janus Henderson Distributors, and Janus Henderson Group plc as parties, and adding allegations of market
manipulation by all of the defendants. The Janus Henderson Group plc and Credit Suisse defendants moved to dismiss
the Set Capital amended complaint, and on September 25, 2019, the court dismissed all claims against all defendants.
The court denied the plaintiffs’ request for an opportunity to further amend their complaint, and therefore dismissed the
case in its entirety. Plaintiffs have filed an appeal in the U.S. Court of Appeals for the Second Circuit.
We believe that the remaining claims in these exchange-traded note lawsuits are without merit and are vigorously
defending these actions. As of December 31, 2020, we cannot reasonably estimate possible losses from the remaining
claims in the exchange-traded note lawsuits.
Note 20 — Related Party Transactions
Disclosures relating to equity method investments and our pension scheme can be found in Note 9 — Equity Method
Investments and Note 16 — Retirement Benefit Plans, respectively. Transactions between JHG and our controlled
subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Certain managed funds are deemed to be related parties of JHG under the related party guidance. We earn fees from the
funds for which we act as investment manager and the balance sheet includes amount due from these managed funds.
During the years ended December 31, 2020, 2019 and 2018, we recognized revenues of $1,974.6 million, $1,870.1
million and $1,953.2 million, respectively, from the funds we manage that are related parties and not consolidated, in our
Consolidated Statements of Comprehensive Income.
The following table reflects amounts in our Consolidated Balance Sheets relating to fees receivable from managed funds
(in millions):
Accrued income
Accounts receivable
As of December 31,
2019
2020
$ 210.8 $ 198.2
34.0
55.7
Dai-ichi Life was a significant shareholder of JHG at December 31, 2020. Investment management fees attributable to
Dai-ichi Life separate accounts for the years ended December 31, 2020 and 2019, were $22.2 million and $15.8 million,
respectively.
On February 4, 2021, Dai-ichi Life announced its intention to sell all 30,668,922 shares of JHG common stock it owned
by means of a registered secondary public offering. On February 9, 2021, Dai-ichi Life completed the secondary
offering, and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life for a total of
approximately $230.0 million through Goldman Sachs & Co. LLC (“as underwriter”) at the price at which the shares of
common stock were sold to the public in the secondary offering, less the underwriting discount. As a result of the
completion of the secondary offering, Dai-ichi Life no longer owns any shares of JHG common stock. We did not
receive any proceeds from Dai-ichi Life’s sale of common stock in the secondary offering.
Seed investments held in managed funds are discussed in Note 5 — Consolidation.
Note 21 — Geographic Information
The following summary provides information concerning our principal geographic areas for the years ended and as of
December 31, 2020, 2019 and 2018 (in millions):
Operating revenues
U.S.
UK
Luxembourg
International
Total
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111
Year ended December 31,
2019
2018
2020
$ 1,401.5 $ 1,353.0 $ 1,338.7
649.4
255.9
62.4
$ 2,298.6 $ 2,192.4 $ 2,306.4
602.4
182.3
54.7
562.7
281.5
52.9
Operating revenues are attributed to countries based on the location in which revenues are earned.
Long-lived assets
U.S.
UK
Australia
Other
Total
As of December 31,
2019
2020
$ 2,208.2 $ 2,569.4
384.8
216.1
3.0
$ 2,764.2 $ 3,173.3
386.2
167.4
2.4
Long-lived assets include property, equipment, software and intangible assets. As of December 31, 2020, intangible
assets in the U.S., UK and Australia were $2,171.5 million, $348.3 million and $166.6 million, respectively. As of
December 31, 2019, intangible assets in the U.S., UK and Australia were $2,536.0 million, $337.5 million and $215.1
million, respectively.
Note 22 — Selected Quarterly Financial Data (Unaudited)
Changes in Internal Control Over Financial Reporting
(in millions, except per share amounts)
Total revenue
Operating income (loss)
Net income (loss)
Net loss (income) attributable to noncontrolling interests
Net income (loss) attributable to JHG
Basic earnings (loss) per share attributable to JHG common
shareholders
Diluted earnings (loss) per share attributable to JHG common
shareholders
(in millions, except per share amounts)
Total revenue
Operating income
Net income
Net income attributable to noncontrolling interests
Net income attributable to JHG
Basic earnings per share attributable to JHG common
shareholders
Diluted earnings per share attributable to JHG common
shareholders
Fourth
Second
2020
First
Third
quarter quarter quarter quarter Full year
$ 554.9 $ 518.0 $ 568.5 $ 657.2 $ 2,298.6
157.8
156.5
182.6
137.1
(21.0)
(18.2)
161.6
118.9
227.0
198.4
(11.6)
186.8
106.7
132.3
(29.4)
102.9
(332.4)
(285.2)
38.2
(247.0)
$ (1.35) $
0.55 $
0.65 $
1.03 $
0.87
$ (1.35) $
0.55 $
0.65 $
1.02 $
0.87
Fourth
Second
2019
First
Third
quarter quarter quarter quarter Full year
$ 519.3 $ 535.9 $ 536.0 $ 601.2 $ 2,192.4
540.9
143.6
445.7
113.1
(18.1)
(1.0)
427.6
112.1
154.3
120.4
(8.4)
112.0
118.5
112.3
(2.9)
109.4
124.5
99.9
(5.8)
94.1
$
0.48 $
0.56 $
0.58 $
0.59 $
2.21
$
0.48 $
0.56 $
0.58 $
0.59 $
2.21
Alison Davis, Kalpana Desai, Jeffrey Diermeier, Kevin Dolan, Eugene Flood Jr., Richard Gillingwater, Lawrence
Kochard, Glenn Schafer, Angela Seymour-Jackson, and Richard Weil are the current directors of JHG, holding office
until the 2021 AGM or until their successors are duly elected and qualified. Ages shown below are as of the date of this
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Independent Non-Executive Director since February 2021. Ms. Davis is currently a member of the Audit Committee, the
Nominating and Corporate Governance Committee and the Risk Committee.
As of December 31, 2020, our management evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required
Ms. Davis is co-founder and Managing Partner of Fifth Era Financial LLC, which invests in and incubates early stage
technology enabled companies. From 2004 to 2010, she was the Managing Partner of Belvedere Capital, a regulated
bank holding company and private equity firm focused on investing in US banks and financial services firms. From 2000
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113
to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are
designed by us to ensure that we record, process, summarize and report within the time periods specified in the SEC’s
rule and forms the information we must disclose in reports that we file with or submit to the SEC. Richard M. Weil,
Chief Executive Officer, and Roger Thompson, Chief Financial Officer, reviewed and participated in management’s
evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Weil and Mr. Thompson concluded
that as of December 31, 2020, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our Management’s Report on Internal Control Over Financial Reporting and our registered public accounting firm’s
Report of Independent Registered Public Accounting Firm, which contains its attestation on our internal control over
financial reporting, are incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data.
There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under
the Exchange Act) that occurred during the fiscal quarter ended December 31, 2020, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 10 of Part III of Form 10-K requires registrants to furnish the information required by the following items of
Regulations S-K: Items 401 (Directors, Executive Officers, Promoters and Control Persons), 405 (Compliance with
Section 16(a) of the Exchange Act), 406 (Code of Ethics) and 407(c)(3) (Material Changes to Procedures for
Shareholder Nomination of Directors), (d)(4) (Names of Audit Committee Members) and (d)(5) (Audit Committee
Financial Expert). Because we are a “foreign private issuer” as defined by Rule 3b-4 under the Exchange Act, we are not
required to comply with Section 16(a) of the Exchange Act. Accordingly, we have not provided the information called
for in Item 405.
Directors
filing.
Alison Davis | Age 59
Experience and Qualifications
Operating revenues are attributed to countries based on the location in which revenues are earned.
Long-lived assets
U.S.
UK
Australia
Other
Total
As of December 31,
2020
2019
$ 2,208.2 $ 2,569.4
386.2
167.4
2.4
384.8
216.1
3.0
$ 2,764.2 $ 3,173.3
Long-lived assets include property, equipment, software and intangible assets. As of December 31, 2020, intangible
assets in the U.S., UK and Australia were $2,171.5 million, $348.3 million and $166.6 million, respectively. As of
December 31, 2019, intangible assets in the U.S., UK and Australia were $2,536.0 million, $337.5 million and $215.1
million, respectively.
to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are
designed by us to ensure that we record, process, summarize and report within the time periods specified in the SEC’s
rule and forms the information we must disclose in reports that we file with or submit to the SEC. Richard M. Weil,
Chief Executive Officer, and Roger Thompson, Chief Financial Officer, reviewed and participated in management’s
evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Weil and Mr. Thompson concluded
that as of December 31, 2020, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our Management’s Report on Internal Control Over Financial Reporting and our registered public accounting firm’s
Report of Independent Registered Public Accounting Firm, which contains its attestation on our internal control over
financial reporting, are incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data.
Note 22 — Selected Quarterly Financial Data (Unaudited)
Changes in Internal Control Over Financial Reporting
2020
First
Second
Third
Fourth
quarter quarter quarter quarter Full year
$ 554.9 $ 518.0 $ 568.5 $ 657.2 $ 2,298.6
(332.4)
106.7
156.5
227.0
(285.2)
132.3
137.1
198.4
38.2
(29.4)
(18.2)
(11.6)
(247.0)
102.9
118.9
186.8
157.8
182.6
(21.0)
161.6
$ (1.35) $
0.55 $
0.65 $
1.03 $
0.87
$ (1.35) $
0.55 $
0.65 $
1.02 $
0.87
2019
First
Second
Third
Fourth
quarter quarter quarter quarter Full year
$ 519.3 $ 535.9 $ 536.0 $ 601.2 $ 2,192.4
124.5
118.5
143.6
154.3
99.9
(5.8)
94.1
112.3
113.1
120.4
(2.9)
(1.0)
(8.4)
109.4
112.1
112.0
540.9
445.7
(18.1)
427.6
$
0.48 $
0.56 $
0.58 $
0.59 $
2.21
$
0.48 $
0.56 $
0.58 $
0.59 $
2.21
(in millions, except per share amounts)
Total revenue
Operating income (loss)
Net income (loss)
Net loss (income) attributable to noncontrolling interests
Net income (loss) attributable to JHG
Basic earnings (loss) per share attributable to JHG common
Diluted earnings (loss) per share attributable to JHG common
shareholders
shareholders
(in millions, except per share amounts)
Total revenue
Operating income
Net income
Net income attributable to noncontrolling interests
Net income attributable to JHG
Basic earnings per share attributable to JHG common
Diluted earnings per share attributable to JHG common
shareholders
shareholders
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under
the Exchange Act) that occurred during the fiscal quarter ended December 31, 2020, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 10 of Part III of Form 10-K requires registrants to furnish the information required by the following items of
Regulations S-K: Items 401 (Directors, Executive Officers, Promoters and Control Persons), 405 (Compliance with
Section 16(a) of the Exchange Act), 406 (Code of Ethics) and 407(c)(3) (Material Changes to Procedures for
Shareholder Nomination of Directors), (d)(4) (Names of Audit Committee Members) and (d)(5) (Audit Committee
Financial Expert). Because we are a “foreign private issuer” as defined by Rule 3b-4 under the Exchange Act, we are not
required to comply with Section 16(a) of the Exchange Act. Accordingly, we have not provided the information called
for in Item 405.
Directors
Alison Davis, Kalpana Desai, Jeffrey Diermeier, Kevin Dolan, Eugene Flood Jr., Richard Gillingwater, Lawrence
Kochard, Glenn Schafer, Angela Seymour-Jackson, and Richard Weil are the current directors of JHG, holding office
until the 2021 AGM or until their successors are duly elected and qualified. Ages shown below are as of the date of this
filing.
Alison Davis | Age 59
Independent Non-Executive Director since February 2021. Ms. Davis is currently a member of the Audit Committee, the
Nominating and Corporate Governance Committee and the Risk Committee.
Experience and Qualifications
As of December 31, 2020, our management evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required
Ms. Davis is co-founder and Managing Partner of Fifth Era Financial LLC, which invests in and incubates early stage
technology enabled companies. From 2004 to 2010, she was the Managing Partner of Belvedere Capital, a regulated
bank holding company and private equity firm focused on investing in US banks and financial services firms. From 2000
112
113
to 2003, Ms. Davis was the Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest
institutional investment firm with more than $1.5 trillion of assets under management. Earlier in her career, Alison spent
14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey &
Company, and as a practice leader with A.T. Kearney where she built and led the global Financial Services Practice. She
is currently a Non-Executive Director on two public company boards: SVB Financial Group, Inc., the parent company of
Silicon Valley Bank, and Fiserv, Inc., a payments and financial technology company. She also serves on the board of
privately held data intelligence company, Collirbra, Inc., as Chair of its Audit Committee. In addition, Ms. Davis also
serves as Chair of the Advisory Board for Blockchain Capital, a venture firm in the blockchain industry, and is an
advisor to Bitwise, a cryptocurrency asset manager. Ms. Davis received a BA Honours and Masters in economics from
Cambridge University and an MBA from the Stanford Graduate School of Business.
Ms. Davis brings to the Board extensive experience in investment and capital management, accounting and financial
matters, corporate governance and oversight, business management, strategy and operations gained through her many
years as a corporate executive, public company board director, an active investor in growth companies and a best-selling
author on the topics of technology and innovation.
Kalpana Desai | Age 53
Independent Non-Executive Director since May 2017. Ms. Desai was a Non-Executive Director of Henderson Group
from 2015 to May 2017 and is currently a member of the Audit Committee, the Nominating and Corporate Governance
Committee and the Risk Committee.
Experience and Qualifications
Ms. Desai was Head of Macquarie Capital Asia, the investment banking division of Macquarie Group Limited,
headquartered in Australia from 2009 to 2013. Before joining Macquarie, she was Head of the Asia Pacific Mergers &
Acquisitions Group and a Managing Director in the investment banking division of Bank of America Merrill Lynch in
Hong Kong from 2001 to 2009. Earlier in her career, Ms. Desai worked in the corporate finance divisions of Barclays de
Zoete Wedd in London and Hong Kong and at J. Henry Schroder Wagg in London and in the financial services division
of Coopers & Lybrand Consulting in London. She was a member of the Takeovers and Mergers Panel of the Securities
and Futures Commission in Hong Kong from 2007 to 2014. She also served as a Non-Executive Director of Canaccord
Genuity Group Inc., headquartered in Canada, from 2015 to 2019. Ms. Desai has a BSc in economics from the London
School of Economics and Political Science and qualified as a chartered accountant (“ACA”) at PricewaterhouseCoopers
in London in 1991.
Ms. Desai brings to the Board over 31 years of international advisory and investment banking experience, including
extensive experience in mergers and acquisitions and broad exposure to global business markets. In deciding to nominate
Ms. Desai, the Board also considered her experience and knowledge of risk management, compliance, accounting
standards and financial reporting rules and regulations, as well as her qualifications as an ACA and an audit committee
financial expert.
Jeffrey Diermeier | Age 68
Independent Non-Executive Director since May 2017. Mr. Diermeier was an Independent Director of Janus Capital
Group from 2008 to May 2017 and is currently the Chair of the Audit Committee and a member of the Nominating and
Corporate Governance Committee and the Risk Committee.
Eugene Flood Jr. | Age 65
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Experience and Qualifications
Mr. Diermeier, CFA, has served as a Director of the University of Wisconsin Foundation, a nonprofit fundraising and
endowment management organization, since 1998 and is a former Chairman of its Investment Committee. He has been a
Director of Adams Street Partners, a private equity firm located in Chicago, since 2011 and is also a minority owner of
Stairway Partners, LLC, a Chicago-based registered investment adviser, where he served as an advisory board member
from 2005 to 2012. From 2010 to September 2017, Mr. Diermeier was a co-owner and Chairman of L.B. White
Company, a heating equipment manufacturer. He was a Trustee of the Board of the Financial Accounting Foundation,
which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board, from 2009
to December 2015 and Chairman of the Trustees from 2012 to December 2015. From 2005 until 2009, he served as
President and CEO of the CFA Institute, a nonprofit educational organization for investment professionals in
Charlottesville, Virginia. Earlier in his career, Mr. Diermeier served in a number of increasingly responsible positions in
the global asset management division of UBS and its predecessor organizations, primarily Brinson Partners, Inc.,
beginning as an Equity Analyst and culminating as its Global Chief Investment Officer from 2000 to 2004. Mr.
Diermeier holds the chartered financial analyst designation. He received his BBA and his MBA in finance and
investments from the University of Wisconsin – Madison.
Mr. Diermeier brings to the Board a wealth of expertise related to accounting standards, financial analysis, financial
reporting and corporate governance standards, and business management, as well as a deep understanding of the
investment management business gained through his many years of experience in the mutual fund and asset management
industry. In deciding to nominate Mr. Diermeier, the Board also considered his qualification as an audit committee
financial expert.
Kevin Dolan | Age 67
Committee and the Risk Committee.
Experience and Qualifications
Independent Non-Executive Director since May 2017. Mr. Dolan was a Non-Executive Director of Henderson Group
from 2011 to May 2017 and is currently a member of the Audit Committee, the Nominating and Corporate Governance
Mr. Dolan has been in the financial services industry for 37 years and has held a number of senior executive positions,
including as Chief Executive of La Fayette Investment Management in London from 2007 to 2009, Chief Executive of
the Asset Management Division of Bank of Ireland Group from 2004 to 2007 and Chief Executive of Edmond de
Rothschild Asset Management from 2001 to 2004. Earlier in his career, he spent nine years with the AXA Group where
he was CEO of AXA Investment Managers Paris and Global Deputy CEO of AXA Investment Management. Mr. Dolan
was a Director of Meeschaert Gestion Privée until 2015, is the founding partner of Anafin LLC and is a Senior Advisor
to One Peak Partners. Mr. Dolan received his BS in business administration from Georgetown University.
Mr. Dolan brings to the Board demonstrated strategic, financial, accounting, regulatory, business management, corporate
finance and industry expertise gained through his many years of experience in senior executive roles, including as the
former CEO of three investment management firms. He also has extensive experience in transformational corporate
transactions, including mergers and acquisitions in Europe and the U.S.
Independent Non-Executive Director since May 2017. Mr. Flood was an Independent Director of Janus Capital Group
from 2014 to May 2017 and is currently the Chair of the Risk Committee and a member of the Nominating and
Corporate Governance Committee and the Audit Committee.
Experience and Qualifications
Mr. Flood was Executive Vice President of TIAA CREF from 2011 until his retirement in 2012, serving on the CREF
Board of Trustees and the TIAA CREF Mutual Fund Board of Trustees for seven years, and chairing the Investment
to 2003, Ms. Davis was the Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest
institutional investment firm with more than $1.5 trillion of assets under management. Earlier in her career, Alison spent
14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey &
Company, and as a practice leader with A.T. Kearney where she built and led the global Financial Services Practice. She
is currently a Non-Executive Director on two public company boards: SVB Financial Group, Inc., the parent company of
Silicon Valley Bank, and Fiserv, Inc., a payments and financial technology company. She also serves on the board of
privately held data intelligence company, Collirbra, Inc., as Chair of its Audit Committee. In addition, Ms. Davis also
serves as Chair of the Advisory Board for Blockchain Capital, a venture firm in the blockchain industry, and is an
advisor to Bitwise, a cryptocurrency asset manager. Ms. Davis received a BA Honours and Masters in economics from
Cambridge University and an MBA from the Stanford Graduate School of Business.
Ms. Davis brings to the Board extensive experience in investment and capital management, accounting and financial
matters, corporate governance and oversight, business management, strategy and operations gained through her many
years as a corporate executive, public company board director, an active investor in growth companies and a best-selling
author on the topics of technology and innovation.
Independent Non-Executive Director since May 2017. Ms. Desai was a Non-Executive Director of Henderson Group
from 2015 to May 2017 and is currently a member of the Audit Committee, the Nominating and Corporate Governance
Kalpana Desai | Age 53
Committee and the Risk Committee.
Experience and Qualifications
Ms. Desai was Head of Macquarie Capital Asia, the investment banking division of Macquarie Group Limited,
headquartered in Australia from 2009 to 2013. Before joining Macquarie, she was Head of the Asia Pacific Mergers &
Acquisitions Group and a Managing Director in the investment banking division of Bank of America Merrill Lynch in
Hong Kong from 2001 to 2009. Earlier in her career, Ms. Desai worked in the corporate finance divisions of Barclays de
Zoete Wedd in London and Hong Kong and at J. Henry Schroder Wagg in London and in the financial services division
of Coopers & Lybrand Consulting in London. She was a member of the Takeovers and Mergers Panel of the Securities
and Futures Commission in Hong Kong from 2007 to 2014. She also served as a Non-Executive Director of Canaccord
Genuity Group Inc., headquartered in Canada, from 2015 to 2019. Ms. Desai has a BSc in economics from the London
School of Economics and Political Science and qualified as a chartered accountant (“ACA”) at PricewaterhouseCoopers
in London in 1991.
Ms. Desai brings to the Board over 31 years of international advisory and investment banking experience, including
extensive experience in mergers and acquisitions and broad exposure to global business markets. In deciding to nominate
Ms. Desai, the Board also considered her experience and knowledge of risk management, compliance, accounting
standards and financial reporting rules and regulations, as well as her qualifications as an ACA and an audit committee
financial expert.
Jeffrey Diermeier | Age 68
Experience and Qualifications
Mr. Diermeier, CFA, has served as a Director of the University of Wisconsin Foundation, a nonprofit fundraising and
endowment management organization, since 1998 and is a former Chairman of its Investment Committee. He has been a
Director of Adams Street Partners, a private equity firm located in Chicago, since 2011 and is also a minority owner of
Stairway Partners, LLC, a Chicago-based registered investment adviser, where he served as an advisory board member
from 2005 to 2012. From 2010 to September 2017, Mr. Diermeier was a co-owner and Chairman of L.B. White
Company, a heating equipment manufacturer. He was a Trustee of the Board of the Financial Accounting Foundation,
which oversees the Financial Accounting Standards Board and the Government Accounting Standards Board, from 2009
to December 2015 and Chairman of the Trustees from 2012 to December 2015. From 2005 until 2009, he served as
President and CEO of the CFA Institute, a nonprofit educational organization for investment professionals in
Charlottesville, Virginia. Earlier in his career, Mr. Diermeier served in a number of increasingly responsible positions in
the global asset management division of UBS and its predecessor organizations, primarily Brinson Partners, Inc.,
beginning as an Equity Analyst and culminating as its Global Chief Investment Officer from 2000 to 2004. Mr.
Diermeier holds the chartered financial analyst designation. He received his BBA and his MBA in finance and
investments from the University of Wisconsin – Madison.
Mr. Diermeier brings to the Board a wealth of expertise related to accounting standards, financial analysis, financial
reporting and corporate governance standards, and business management, as well as a deep understanding of the
investment management business gained through his many years of experience in the mutual fund and asset management
industry. In deciding to nominate Mr. Diermeier, the Board also considered his qualification as an audit committee
financial expert.
Kevin Dolan | Age 67
Independent Non-Executive Director since May 2017. Mr. Dolan was a Non-Executive Director of Henderson Group
from 2011 to May 2017 and is currently a member of the Audit Committee, the Nominating and Corporate Governance
Committee and the Risk Committee.
Experience and Qualifications
Mr. Dolan has been in the financial services industry for 37 years and has held a number of senior executive positions,
including as Chief Executive of La Fayette Investment Management in London from 2007 to 2009, Chief Executive of
the Asset Management Division of Bank of Ireland Group from 2004 to 2007 and Chief Executive of Edmond de
Rothschild Asset Management from 2001 to 2004. Earlier in his career, he spent nine years with the AXA Group where
he was CEO of AXA Investment Managers Paris and Global Deputy CEO of AXA Investment Management. Mr. Dolan
was a Director of Meeschaert Gestion Privée until 2015, is the founding partner of Anafin LLC and is a Senior Advisor
to One Peak Partners. Mr. Dolan received his BS in business administration from Georgetown University.
Mr. Dolan brings to the Board demonstrated strategic, financial, accounting, regulatory, business management, corporate
finance and industry expertise gained through his many years of experience in senior executive roles, including as the
former CEO of three investment management firms. He also has extensive experience in transformational corporate
transactions, including mergers and acquisitions in Europe and the U.S.
Independent Non-Executive Director since May 2017. Mr. Diermeier was an Independent Director of Janus Capital
Group from 2008 to May 2017 and is currently the Chair of the Audit Committee and a member of the Nominating and
Corporate Governance Committee and the Risk Committee.
Eugene Flood Jr. | Age 65
Independent Non-Executive Director since May 2017. Mr. Flood was an Independent Director of Janus Capital Group
from 2014 to May 2017 and is currently the Chair of the Risk Committee and a member of the Nominating and
Corporate Governance Committee and the Audit Committee.
Experience and Qualifications
Mr. Flood was Executive Vice President of TIAA CREF from 2011 until his retirement in 2012, serving on the CREF
Board of Trustees and the TIAA CREF Mutual Fund Board of Trustees for seven years, and chairing the Investment
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Committee. Prior to joining TIAA CREF as an executive in 2011, Mr. Flood spent 12 years with Smith Breeden
Associates, a North Carolina based fixed income asset manager, as President and CEO. Earlier in his career, Mr. Flood
held a range of trading and investment positions with Morgan Stanley from 1987 to 1999 and was an Assistant Professor
of Finance at Stanford Business School from 1982 to 1987. He has served as Chairman of the advisory board for the
Institute for Global Health and Infectious Diseases at the University of North Carolina Chapel Hill since 2014, as a
Trustee of the Financial Accounting Foundation since January 2016, and as a Director of the Research Corporation for
Science Advancement since March 2015. Previously, he served as a Director of The Foundation for the Carolinas from
2012 to December 2015. Mr. Flood received his BA in economics from Harvard University and his Ph.D. in economics
from the Massachusetts Institute of Technology.
Director and the Chair of the Investment Committee for the Virginia Environmental Endowment since 2013, and as a
member of the Investment Advisory Committee of the Virginia Retirement System since 2011, serving as Chair since
2017. He previously served as the Chairman of the College of William & Mary Investment Committee from 2005 to
2011. From 2004 to 2010, he was the Chief Investment Officer of Georgetown University, and from 2001 to 2004 he
was Managing Director of Equity and Hedge Fund Investments of the Virginia Retirement System. Mr. Kochard worked
as an Assistant Professor of Finance at the McIntire School of Commerce at the University of Virginia from 1999 to
2001. He started his career in financial analysis and planning, corporate finance and capital markets for E.I. DuPont de
Nemours and Company, Fannie Mae and The Goldman Sachs Group, Inc. Mr. Kochard holds the chartered financial
analyst designation and a Ph.D. in economics from the University of Virginia.
Mr. Flood brings to the Board extensive investment management, mutual fund, investment adviser and financial
expertise gained through his more than 31 years of experience in the asset management industry. In deciding to nominate
Mr. Flood, the Board also considered his academic background in economics, which enables him to provide valuable
insights on economic trends, business strategy, global markets and financial matters.
Mr. Kochard brings to the Board a wealth of experience in investment management, investment adviser oversight and
general executive management gained through his many years serving in senior executive roles in the asset management
industry. In deciding to nominate Mr. Kochard, the Board also considered his academic background in economics, which
enables him to provide valuable insights on economic trends, strategy, global markets and financial matters.
Richard Gillingwater | Age 64
Glenn Schafer | Age 71
Non-Executive Director and Chairman since May 2017. Mr. Gillingwater was a Non-Executive Director and Chairman
of the Henderson Group Board from 2013 to May 2017 and is currently the Chair of the Nominating and Corporate
Governance Committee and a member of the Compensation Committee.
Vice Chairman and Independent Non-Executive Director since May 2017. Mr. Schafer was an Independent Director of
Janus Capital Group from 2007 to May 2017 and served as Chairman from 2012 to May 2017. He is a member of the
Compensation Committee and the Nominating and Corporate Governance Committee.
Experience and Qualifications
Experience and Qualifications
Mr. Gillingwater retired as Chairman of European Investment Banking at Credit Suisse First Boston (“CSFB”) in 2003.
Previously, he held a variety of executive roles, including Head of Corporate Finance at Barclays de Zoete Wedd , the
investment banking arm of Barclays Bank Plc, which was acquired by CSFB in 1998. He started his career in investment
banking in 1980 at Kleinwort Benson, where he spent 10 years. In 2003, Mr. Gillingwater was asked by the UK
government to found and become the Chief Executive, and later Chairman, of the Shareholder Executive, an arm of the
UK government responsible for managing the government’s financial interest in a range of state-owned businesses for
commercial rather than political interests. He also served as Dean of Cass Business School from 2007 to 2012. Mr.
Gillingwater currently serves as Chairman of SSE plc, a publicly listed energy company based in Scotland, and as a
Senior Independent Director of Whitbread plc, a UK-based multinational hotel and restaurant company. He is also a
Governor of the Wellcome Trust, an international medical charity. Mr. Gillingwater has served as a Director on a
number of other corporate boards, including as Chairman of CDC Group plc and as a Non-Executive Director of P&O,
Debenhams, Tomkins, Qinetiq Group, Kidde, Hiscox Ltd, Helical plc and Wm Morrison Supermarkets plc. Mr.
Gillingwater received his MA in law from St Edmund Hall, Oxford University, and his MBA from the International
Institute for Management Development in Lausanne, Switzerland, and is a qualified solicitor.
Mr. Gillingwater brings to the Board demonstrated investment management, financial, regulatory, strategic and business
management experience gained through his many years in senior executive roles in the investment banking industry. In
addition, he has substantial corporate governance expertise due to his extensive experience serving on the boards of a
number of other high-profile publicly listed companies.
Lawrence Kochard | Age 64
Independent Non-Executive Director since May 2017. Mr. Kochard was an Independent Director of Janus Capital Group
from 2008 to May 2017 and is currently the Chair of the Compensation Committee and a member of the Nominating and
Corporate Governance Committee.
Experience and Qualifications
Mr. Kochard is Chief Investment Officer at Makena Capital Management. From 2011 to December 2017, he was the
CEO and Chief Investment Officer of the University of Virginia Investment Management Company. Mr. Kochard has
served as a Director of the Virginia Commonwealth University Investment Management Company since 2015, as a
Mr. Schafer retired as President of Pacific Life Insurance Company (Pacific Life) in 2005, having served in that role
since 1995. Previously, he served as Executive Vice President and Chief Financial Officer of Pacific Life from 1991 to
1995, and he was a member of the Pacific Life Board of Directors from 1995 to 2005. He currently serves as a Director
of GeoOptics LLC, a weather satellite manufacturer. Over the course of his career, Mr. Schafer has served as a Director
on a number of other corporate boards, including Scottish Re Group, a reinsurer of life insurance, annuities and other
annuity-type products; Genesis Healthcare, Inc., a provider of short-term post-acute, rehabilitation, skilled nursing and
long-term care services; and Mercury General Corporation, an insurance holding company. Mr. Schafer received his BS
from Michigan State University and his MBA from the University of Detroit.
Mr. Schafer brings to the Board extensive experience in accounting and financial matters, investment and capital
management, corporate governance and oversight, business management, strategy and operations, as well as a deep
understanding of the insurance industry and financial products gained through his many years in senior executive roles
with Pacific Life.
Angela Seymour-Jackson | Age 54
Independent Non-Executive Director since May 2017. Ms. Seymour-Jackson was a Non-Executive Director of
Henderson Group from 2014 to May 2017 and is currently a member of the Compensation Committee and the
Nominating and Corporate Governance Committee. She also chairs Henderson Global Holdings Asset Management
Limited (a holding company of the legacy Henderson Group) and Henderson Global Investors Limited (a regulated
entity).
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Committee. Prior to joining TIAA CREF as an executive in 2011, Mr. Flood spent 12 years with Smith Breeden
Associates, a North Carolina based fixed income asset manager, as President and CEO. Earlier in his career, Mr. Flood
held a range of trading and investment positions with Morgan Stanley from 1987 to 1999 and was an Assistant Professor
of Finance at Stanford Business School from 1982 to 1987. He has served as Chairman of the advisory board for the
Institute for Global Health and Infectious Diseases at the University of North Carolina Chapel Hill since 2014, as a
Trustee of the Financial Accounting Foundation since January 2016, and as a Director of the Research Corporation for
Science Advancement since March 2015. Previously, he served as a Director of The Foundation for the Carolinas from
2012 to December 2015. Mr. Flood received his BA in economics from Harvard University and his Ph.D. in economics
from the Massachusetts Institute of Technology.
Director and the Chair of the Investment Committee for the Virginia Environmental Endowment since 2013, and as a
member of the Investment Advisory Committee of the Virginia Retirement System since 2011, serving as Chair since
2017. He previously served as the Chairman of the College of William & Mary Investment Committee from 2005 to
2011. From 2004 to 2010, he was the Chief Investment Officer of Georgetown University, and from 2001 to 2004 he
was Managing Director of Equity and Hedge Fund Investments of the Virginia Retirement System. Mr. Kochard worked
as an Assistant Professor of Finance at the McIntire School of Commerce at the University of Virginia from 1999 to
2001. He started his career in financial analysis and planning, corporate finance and capital markets for E.I. DuPont de
Nemours and Company, Fannie Mae and The Goldman Sachs Group, Inc. Mr. Kochard holds the chartered financial
analyst designation and a Ph.D. in economics from the University of Virginia.
Mr. Flood brings to the Board extensive investment management, mutual fund, investment adviser and financial
expertise gained through his more than 31 years of experience in the asset management industry. In deciding to nominate
Mr. Flood, the Board also considered his academic background in economics, which enables him to provide valuable
insights on economic trends, business strategy, global markets and financial matters.
Mr. Kochard brings to the Board a wealth of experience in investment management, investment adviser oversight and
general executive management gained through his many years serving in senior executive roles in the asset management
industry. In deciding to nominate Mr. Kochard, the Board also considered his academic background in economics, which
enables him to provide valuable insights on economic trends, strategy, global markets and financial matters.
Richard Gillingwater | Age 64
Glenn Schafer | Age 71
Non-Executive Director and Chairman since May 2017. Mr. Gillingwater was a Non-Executive Director and Chairman
of the Henderson Group Board from 2013 to May 2017 and is currently the Chair of the Nominating and Corporate
Governance Committee and a member of the Compensation Committee.
Vice Chairman and Independent Non-Executive Director since May 2017. Mr. Schafer was an Independent Director of
Janus Capital Group from 2007 to May 2017 and served as Chairman from 2012 to May 2017. He is a member of the
Compensation Committee and the Nominating and Corporate Governance Committee.
Experience and Qualifications
Experience and Qualifications
Mr. Gillingwater retired as Chairman of European Investment Banking at Credit Suisse First Boston (“CSFB”) in 2003.
Previously, he held a variety of executive roles, including Head of Corporate Finance at Barclays de Zoete Wedd , the
investment banking arm of Barclays Bank Plc, which was acquired by CSFB in 1998. He started his career in investment
banking in 1980 at Kleinwort Benson, where he spent 10 years. In 2003, Mr. Gillingwater was asked by the UK
government to found and become the Chief Executive, and later Chairman, of the Shareholder Executive, an arm of the
UK government responsible for managing the government’s financial interest in a range of state-owned businesses for
commercial rather than political interests. He also served as Dean of Cass Business School from 2007 to 2012. Mr.
Gillingwater currently serves as Chairman of SSE plc, a publicly listed energy company based in Scotland, and as a
Senior Independent Director of Whitbread plc, a UK-based multinational hotel and restaurant company. He is also a
Governor of the Wellcome Trust, an international medical charity. Mr. Gillingwater has served as a Director on a
number of other corporate boards, including as Chairman of CDC Group plc and as a Non-Executive Director of P&O,
Debenhams, Tomkins, Qinetiq Group, Kidde, Hiscox Ltd, Helical plc and Wm Morrison Supermarkets plc. Mr.
Gillingwater received his MA in law from St Edmund Hall, Oxford University, and his MBA from the International
Institute for Management Development in Lausanne, Switzerland, and is a qualified solicitor.
Mr. Gillingwater brings to the Board demonstrated investment management, financial, regulatory, strategic and business
management experience gained through his many years in senior executive roles in the investment banking industry. In
addition, he has substantial corporate governance expertise due to his extensive experience serving on the boards of a
number of other high-profile publicly listed companies.
Independent Non-Executive Director since May 2017. Mr. Kochard was an Independent Director of Janus Capital Group
from 2008 to May 2017 and is currently the Chair of the Compensation Committee and a member of the Nominating and
Lawrence Kochard | Age 64
Corporate Governance Committee.
Experience and Qualifications
Mr. Kochard is Chief Investment Officer at Makena Capital Management. From 2011 to December 2017, he was the
CEO and Chief Investment Officer of the University of Virginia Investment Management Company. Mr. Kochard has
served as a Director of the Virginia Commonwealth University Investment Management Company since 2015, as a
Mr. Schafer retired as President of Pacific Life Insurance Company (Pacific Life) in 2005, having served in that role
since 1995. Previously, he served as Executive Vice President and Chief Financial Officer of Pacific Life from 1991 to
1995, and he was a member of the Pacific Life Board of Directors from 1995 to 2005. He currently serves as a Director
of GeoOptics LLC, a weather satellite manufacturer. Over the course of his career, Mr. Schafer has served as a Director
on a number of other corporate boards, including Scottish Re Group, a reinsurer of life insurance, annuities and other
annuity-type products; Genesis Healthcare, Inc., a provider of short-term post-acute, rehabilitation, skilled nursing and
long-term care services; and Mercury General Corporation, an insurance holding company. Mr. Schafer received his BS
from Michigan State University and his MBA from the University of Detroit.
Mr. Schafer brings to the Board extensive experience in accounting and financial matters, investment and capital
management, corporate governance and oversight, business management, strategy and operations, as well as a deep
understanding of the insurance industry and financial products gained through his many years in senior executive roles
with Pacific Life.
Angela Seymour-Jackson | Age 54
Independent Non-Executive Director since May 2017. Ms. Seymour-Jackson was a Non-Executive Director of
Henderson Group from 2014 to May 2017 and is currently a member of the Compensation Committee and the
Nominating and Corporate Governance Committee. She also chairs Henderson Global Holdings Asset Management
Limited (a holding company of the legacy Henderson Group) and Henderson Global Investors Limited (a regulated
entity).
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Experience and Qualifications
Ms. Seymour-Jackson has over 26 years of experience in retail financial services. Over the course of her career, she has
held various senior marketing and distribution roles with Norwich Union Insurance, General Accident Insurance, CGU
plc and Aviva plc. She was CEO of RAC Motoring Services Limited from 2010 until 2012. She joined Aegon UK in
May 2012 and was appointed Managing Director of the Workplace Solutions Division in December 2012. Ms. Seymour-
Jackson was a Senior Advisor to Lloyds Banking Group (insurance) until October 2017. She is currently a Non-
Executive Director of Rentokil Initial plc; Page Group plc; Trustpilot; Pikl, a start-up insurance business; and Future plc,
a British media company. Ms. Seymour-Jackson has a BA Honours in French and European studies from the University
of East Anglia, a diploma from the Chartered Institute of Marketing and an MSc in marketing.
Ms. Seymour-Jackson brings to the Board substantial expertise in retail financial services, risk management, regulatory
matters, mergers and acquisitions, and business management gained through her many years in various senior marketing
and distribution roles at large multinational insurance companies.
Richard Weil | Age 57
The principal occupation of our current executive officers is shown in the table above supplemented by the following
information, except with respect to Mr. Weil, whose previous experience is described above together with the experience
of our other directors. Ages shown below are as of the date of this filing.
Roger Thompson | Age 53
Chief Financial Officer
Mr. Thompson has served as our Chief Financial Officer and as a member of our executive committee since May 2017.
Before the merger of Janus Capital Group and Henderson Global Investors, he was Chief Financial Officer of Henderson
from 2013 to May 2017. Mr. Thompson joined Henderson from J.P. Morgan Asset Management where he held various
positions of increasing responsibility from 1993 to 2013, including Global Chief Operating Officer, Head of UK and
International Chief Financial Officer. Earlier in his career, Mr. Thompson served in a broad range of roles at J.P. Morgan
in Tokyo, Singapore and Hong Kong. He trained as an accountant with PricewaterhouseCoopers.
Mr. Thompson earned his BA in accountancy and economics from Exeter University. He is a chartered accountant and
has over 28 years of financial industry experience.
CEO since August 1, 2018 (co-CEO since May 2017), and Executive Director since May 2017. Mr. Weil served as CEO
and a Director of Janus Capital Group from 2010 to May 2017.
Enrique Chang | Age 58
Global Chief Investment Officer
Experience and Qualifications
Since August 2018, Mr. Weil has served as our CEO and as a member of the Board. In his role, he leads our executive
committee and is responsible for the strategic direction and overall day-to-day management of JHG. Previously, he was
Co-CEO of JHG following the merger of Janus Capital Group and Henderson Global Investors in May 2017. Prior to
the merger, Mr. Weil was CEO of Janus Capital Group, a position he had held since 2010. Before joining Janus Capital
Group, he spent 15 years in a variety of senior executive roles with PIMCO, including Global Head of PIMCO
Advisory, a member of PIMCO’s executive committee and a member of the board of trustees of the PIMCO Funds. Mr.
Weil also served as Chief Operating Officer of PIMCO for 10 years, where he successfully led the development of
PIMCO’s global business and founded its German operations, and as General Counsel to PIMCO Advisors L.P. Before
joining PIMCO in 1996, Mr. Weil was with Bankers Trust Global Asset Management and Simpson Thacher & Bartlett
LLP in New York. Mr. Weil received his BA in economics from Duke University and his JD from the University of
Chicago Law School. He has over 24 years of financial industry experience.
Mr. Weil brings to the Board exceptional leadership skills and unique perspective and insight that come from managing
JHG’s business on a day-to-day basis. His deep understanding of our business, markets, operations and strategy enable
him to keep the Board apprised of the most significant developments impacting JHG and to guide the Board’s discussion
and review of our strategy. In addition, he brings extensive business, management and legal experience gained through
his many years in senior executive roles in the investment management industry.
Executive Officers
Our current executive officers are as follows:
Name
Richard Weil
Roger Thompson
Enrique Chang
Bruce Koepfgen
Suzanne Cain
Title
Chief Executive Officer
Chief Financial Officer
Global Chief Investment Officer
Head of North America
Global Head of Distribution
Since May 2017, Mr. Chang has served as our Global Chief Investment Officer and as a member of our executive
committee. In his current role, he leads our global investment team and is also a Portfolio Manager on Janus Henderson
Global Allocation strategies. Previously, he was President, Head of Investments at Janus Capital Group from March
2016 to May 2017. Before joining Janus, Mr. Chang served as Chief Investment Officer and Executive Vice President
of American Century Investments from 2007 to 2013, where he was a member of the firm’s asset allocation committee
and investment management senior leadership team and served on American Century’s Board of Directors. Before
American Century, Mr. Chang served as President and Chief Investment Officer of Munder Capital Management. Earlier
in his career, he held various senior investment management positions at Vantage Global Advisor, J&W Seligman and
Co., and General Reinsurance Corp.
Mr. Chang earned his BA in mathematics from Fairleigh Dickinson University and his MBA in finance/quantitative
analysis and MS in statistics and operations research from New York University. He has over 32 years of financial
industry experience.
Bruce Koepfgen | Age 68
Head of North America
Mr. Koepfgen has served as our Executive Vice President, Head of North America and as a member of our executive
committee since May 2017. In his current role, he works with senior leaders to advance the interests of the firm’s clients,
shareholders and employees. He is also President and CEO of Janus Investment Fund, Janus Aspen Series, Janus Detroit
Street Trust and Clayton Street Trust, and is a member of the Board of Directors of Intech and the Board of Managers of
Perkins Investment Management LLC, both of which are subsidiaries of JHG. Previously, Mr. Koepfgen served as
President of Janus Capital Group from 2013 to May 2017 and as Executive Vice President and Chief Financial Officer
from 2011 to 2013. Prior to joining Janus, Mr. Koepfgen held various senior leadership roles with Allianz Global
Investors and Oppenheimer Capital, including CEO of Oppenheimer Capital from 2003 to 2009, Co-CEO of Allianz
Global Investors Management Partners from 2008 to 2009, and Chairman of Allianz Global Investors Fund Management
from 2004 to 2009. Earlier in his career, he served as President and Principal of Koepfgen Company LLC, a
management consulting organization, from 1999 to 2003, and as a Managing Director of Salomon Brothers Inc., where
he held various positions from 1976 to 1999.
Mr. Koepfgen earned his BS in business administration from the University of Michigan and his MBA from
Northwestern University, Kellogg School of Management. He has over 45 years of financial industry experience.
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Experience and Qualifications
Ms. Seymour-Jackson has over 26 years of experience in retail financial services. Over the course of her career, she has
held various senior marketing and distribution roles with Norwich Union Insurance, General Accident Insurance, CGU
plc and Aviva plc. She was CEO of RAC Motoring Services Limited from 2010 until 2012. She joined Aegon UK in
May 2012 and was appointed Managing Director of the Workplace Solutions Division in December 2012. Ms. Seymour-
Jackson was a Senior Advisor to Lloyds Banking Group (insurance) until October 2017. She is currently a Non-
Executive Director of Rentokil Initial plc; Page Group plc; Trustpilot; Pikl, a start-up insurance business; and Future plc,
a British media company. Ms. Seymour-Jackson has a BA Honours in French and European studies from the University
of East Anglia, a diploma from the Chartered Institute of Marketing and an MSc in marketing.
Ms. Seymour-Jackson brings to the Board substantial expertise in retail financial services, risk management, regulatory
matters, mergers and acquisitions, and business management gained through her many years in various senior marketing
and distribution roles at large multinational insurance companies.
Richard Weil | Age 57
Experience and Qualifications
Since August 2018, Mr. Weil has served as our CEO and as a member of the Board. In his role, he leads our executive
committee and is responsible for the strategic direction and overall day-to-day management of JHG. Previously, he was
Co-CEO of JHG following the merger of Janus Capital Group and Henderson Global Investors in May 2017. Prior to
the merger, Mr. Weil was CEO of Janus Capital Group, a position he had held since 2010. Before joining Janus Capital
Group, he spent 15 years in a variety of senior executive roles with PIMCO, including Global Head of PIMCO
Advisory, a member of PIMCO’s executive committee and a member of the board of trustees of the PIMCO Funds. Mr.
Weil also served as Chief Operating Officer of PIMCO for 10 years, where he successfully led the development of
PIMCO’s global business and founded its German operations, and as General Counsel to PIMCO Advisors L.P. Before
joining PIMCO in 1996, Mr. Weil was with Bankers Trust Global Asset Management and Simpson Thacher & Bartlett
LLP in New York. Mr. Weil received his BA in economics from Duke University and his JD from the University of
Chicago Law School. He has over 24 years of financial industry experience.
Mr. Weil brings to the Board exceptional leadership skills and unique perspective and insight that come from managing
JHG’s business on a day-to-day basis. His deep understanding of our business, markets, operations and strategy enable
him to keep the Board apprised of the most significant developments impacting JHG and to guide the Board’s discussion
and review of our strategy. In addition, he brings extensive business, management and legal experience gained through
his many years in senior executive roles in the investment management industry.
Our current executive officers are as follows:
Executive Officers
Name
Richard Weil
Roger Thompson
Enrique Chang
Bruce Koepfgen
Suzanne Cain
Title
Chief Executive Officer
Chief Financial Officer
Global Chief Investment Officer
Head of North America
Global Head of Distribution
The principal occupation of our current executive officers is shown in the table above supplemented by the following
information, except with respect to Mr. Weil, whose previous experience is described above together with the experience
of our other directors. Ages shown below are as of the date of this filing.
Roger Thompson | Age 53
Chief Financial Officer
Mr. Thompson has served as our Chief Financial Officer and as a member of our executive committee since May 2017.
Before the merger of Janus Capital Group and Henderson Global Investors, he was Chief Financial Officer of Henderson
from 2013 to May 2017. Mr. Thompson joined Henderson from J.P. Morgan Asset Management where he held various
positions of increasing responsibility from 1993 to 2013, including Global Chief Operating Officer, Head of UK and
International Chief Financial Officer. Earlier in his career, Mr. Thompson served in a broad range of roles at J.P. Morgan
in Tokyo, Singapore and Hong Kong. He trained as an accountant with PricewaterhouseCoopers.
Mr. Thompson earned his BA in accountancy and economics from Exeter University. He is a chartered accountant and
has over 28 years of financial industry experience.
CEO since August 1, 2018 (co-CEO since May 2017), and Executive Director since May 2017. Mr. Weil served as CEO
and a Director of Janus Capital Group from 2010 to May 2017.
Enrique Chang | Age 58
Global Chief Investment Officer
Since May 2017, Mr. Chang has served as our Global Chief Investment Officer and as a member of our executive
committee. In his current role, he leads our global investment team and is also a Portfolio Manager on Janus Henderson
Global Allocation strategies. Previously, he was President, Head of Investments at Janus Capital Group from March
2016 to May 2017. Before joining Janus, Mr. Chang served as Chief Investment Officer and Executive Vice President
of American Century Investments from 2007 to 2013, where he was a member of the firm’s asset allocation committee
and investment management senior leadership team and served on American Century’s Board of Directors. Before
American Century, Mr. Chang served as President and Chief Investment Officer of Munder Capital Management. Earlier
in his career, he held various senior investment management positions at Vantage Global Advisor, J&W Seligman and
Co., and General Reinsurance Corp.
Mr. Chang earned his BA in mathematics from Fairleigh Dickinson University and his MBA in finance/quantitative
analysis and MS in statistics and operations research from New York University. He has over 32 years of financial
industry experience.
Bruce Koepfgen | Age 68
Head of North America
Mr. Koepfgen has served as our Executive Vice President, Head of North America and as a member of our executive
committee since May 2017. In his current role, he works with senior leaders to advance the interests of the firm’s clients,
shareholders and employees. He is also President and CEO of Janus Investment Fund, Janus Aspen Series, Janus Detroit
Street Trust and Clayton Street Trust, and is a member of the Board of Directors of Intech and the Board of Managers of
Perkins Investment Management LLC, both of which are subsidiaries of JHG. Previously, Mr. Koepfgen served as
President of Janus Capital Group from 2013 to May 2017 and as Executive Vice President and Chief Financial Officer
from 2011 to 2013. Prior to joining Janus, Mr. Koepfgen held various senior leadership roles with Allianz Global
Investors and Oppenheimer Capital, including CEO of Oppenheimer Capital from 2003 to 2009, Co-CEO of Allianz
Global Investors Management Partners from 2008 to 2009, and Chairman of Allianz Global Investors Fund Management
from 2004 to 2009. Earlier in his career, he served as President and Principal of Koepfgen Company LLC, a
management consulting organization, from 1999 to 2003, and as a Managing Director of Salomon Brothers Inc., where
he held various positions from 1976 to 1999.
Mr. Koepfgen earned his BS in business administration from the University of Michigan and his MBA from
Northwestern University, Kellogg School of Management. He has over 45 years of financial industry experience.
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Suzanne Cain | Age 57
Global Head of Distribution
Ms. Cain has served as our Global Head of Distribution and as a member of our executive committee since May 2019. In
her current role, she is responsible for global sales and product marketing for both institutional and retail channels and
oversees our global marketing and client service worldwide. Prior to joining Janus Henderson, she was U.S. and Global
Head of Institutional Clients of Blackrock iShares, the largest provider of ETFs worldwide, from May 2017 to May
2019, where she led the firm’s global client teams across sales, product consulting, portfolio construction and global
markets coverage. Before joining Blackrock iShares, Ms. Cain served as Head of the Institutional Client Group for Fixed
Income and Head of Credit and Structured Finance Sales for EMEA at Deutsche Bank from 2010 to May 2017. Earlier
in her career, she served in a variety of increasingly responsible positions at Morgan Stanley in London, including Head
of Credit Sales for EMEA and leadership roles in Morgan Stanley’s UK/Ireland fixed income capital markets and
treasury solutions group and in structured finance origination for Western Europe. Ms. Cain began her career at Salomon
Brothers in New York in 1985, focusing on hedge management and fixed income derivatives.
Ms. Cain received her BS in business analysis from Indiana University. She has over 31 years of financial industry
experience.
Senior Officer Code of Ethics
Our Senior Officer Code applies to our CEO, Chief Financial Officer, principal accounting officer, and controller and
senior financial officers performing similar functions and is available on our website at www.janushenderson.com/ir
under “Corporate Governance — Governance Policies and Statements.” Any amendments to or waivers of the Senior
Officer Code will be disclosed on our website in the same location.
Director Nomination Process and Diversity
We believe that in order for the Board to effectively guide JHG to sustained, long-term success, it must be composed of
individuals with sophistication and experience in the many disciplines that strengthen our business. We sell our products
to intermediary, institutional and self-directed clients. To best serve these clients and our shareholders, we seek to ensure
that the Board consists of directors who are highly sophisticated in, among other disciplines, domestic and international
investment and asset management, finance, economic policy, and the legal and accounting regulations that impact our
business. We also believe that the Board should include directors with experience managing, overseeing or advising
comparable companies in our industry at the CEO and/or the director level.
The Board has delegated the process for screening potential director candidates to the Nominating and Corporate
Governance Committee (“Nominating Committee”). When the Nominating Committee determines that it is desirable to
add a director or fill a vacancy on the Board, it will identify one or more qualified individuals and recommend them to
the Board. In identifying qualified individuals, the Nominating Committee generally engages a search firm for this
purpose. In evaluating candidates for potential membership on the Board, the Nominating Committee ensures that each
director nominee satisfies at least the criteria set forth in our Corporate Governance Guidelines and considers and
evaluates the director nominee’s individual background and qualifications and the extent to which such background and
qualifications might benefit JHG based on the size and composition of the Board of Directors at the time. In identifying
director nominees, the Nominating Committee will seek talented and experienced candidates with professional
backgrounds who support a balance of knowledge, experience, skills, expertise and diversity appropriate for the Board as
a whole.
The Board believes that it is currently constituted by members that collectively possess diverse knowledge and
experience in the disciplines that strengthen our business. Prior to nominating a new director candidate, the Nominating
Committee will consider the collective experience of the existing Board members and based on that evaluation, the
Nominating Committee nominates individuals whom it believes possess experience and expertise that will enhance the
Board’s ability to serve our shareholders. Although the Board does not currently have a policy specifically addressing
director diversity, the Nominating Committee is expected to assess and consider the diversity of the Board and the
effectiveness of its diversity prior to nominating any additional Board candidates.
Corporate Governance
The Board has established corporate governance measures substantially in compliance with requirements of the NYSE.
These include Corporate Governance Guidelines; charters for the Board’s Audit Committee, Risk Committee,
Compensation Committee and Nominating and Corporate Governance Committee; and a Code of Business Conduct that
applies to all directors, officers and employees. Each of these documents is published on our corporate website at
www.janushenderson.com/ir under “Corporate Governance — Governance Policies and Statements.”
Because we are a foreign private issuer as defined in SEC rules, we are not required to comply with all NYSE corporate
governance requirements as they apply to U.S. domestic companies listed on the NYSE. Our corporate governance
practices, however, do not differ in any significant way from those requirements, except with respect to equity
compensation plans. Whereas the NYSE rules, with limited exceptions, require that shareholders be given the
opportunity to vote on equity compensation plans and material revisions thereto, relevant ASX rules provide that
individual grants under those plans do not require shareholder approval unless they involve the issue of securities to a
related party of the issuer (such as a director) or a person whose relationship with the company or a related party is such
that ASX considers that approval should be obtained. Our corporate governance practices comply with applicable
requirements of the SEC.
Audit Committee
Audit Committee Financial Experts
The members of our Audit Committee are Jeffrey Diermeier (Chair), Alison Davis, Kalpana Desai, Kevin Dolan and
Eugene Flood Jr., each of whom is independent under the standards established by the Board and the NYSE.
Our Board has determined that each member of the Audit Committee meets the accounting or related financial
management expertise requirements of the NYSE and that Jeffrey Diermeier, Alison Davis and Kalpana Desai qualify as
audit committee financial experts under applicable SEC regulations. No member of the Audit Committee serves on an
audit committee of more than two public companies in addition to JHG.
Item 11. EXECUTIVE COMPENSATION
Because we are a foreign private issuer, we are responding to this Item 11 as permitted by Item 402(a)(1) of SEC
Regulation S-K under the Securities Act. This section discusses material information relating to our executive
compensation program and plans for our Named Executive Officers (“NEOs”):
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:54)(cid:88)(cid:93)(cid:68)(cid:81)(cid:81)(cid:72)(cid:3)(cid:38)(cid:68)(cid:76)(cid:81)
Global Head of Distribution
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:37)(cid:85)(cid:88)(cid:70)(cid:72)(cid:3)(cid:46)(cid:82)(cid:72)(cid:83)(cid:73)(cid:74)(cid:72)(cid:81)
Head of North America
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:76)(cid:70)(cid:75)(cid:68)(cid:85)(cid:71)(cid:3)(cid:58)(cid:72)(cid:76)(cid:79)
Chief Executive Officer
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:82)(cid:74)(cid:72)(cid:85)(cid:3)(cid:55)(cid:75)(cid:82)(cid:80)(cid:83)(cid:86)(cid:82)(cid:81)
Chief Financial Officer
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:40)(cid:81)(cid:85)(cid:76)(cid:84)(cid:88)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:81)(cid:74)
Global Chief Investment Officer
Compensation Principles
Our Compensation Committee is responsible for the oversight of our executive compensation program, including the
review and approval of goals and objectives relevant to our CEO’s performance assessment and compensation decisions,
and approval of the compensation of our executive officers is based on an evaluation of each executive’s performance.
Our executive compensation program is based on the following principles:
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Suzanne Cain | Age 57
Global Head of Distribution
Ms. Cain has served as our Global Head of Distribution and as a member of our executive committee since May 2019. In
her current role, she is responsible for global sales and product marketing for both institutional and retail channels and
oversees our global marketing and client service worldwide. Prior to joining Janus Henderson, she was U.S. and Global
Head of Institutional Clients of Blackrock iShares, the largest provider of ETFs worldwide, from May 2017 to May
2019, where she led the firm’s global client teams across sales, product consulting, portfolio construction and global
markets coverage. Before joining Blackrock iShares, Ms. Cain served as Head of the Institutional Client Group for Fixed
Income and Head of Credit and Structured Finance Sales for EMEA at Deutsche Bank from 2010 to May 2017. Earlier
in her career, she served in a variety of increasingly responsible positions at Morgan Stanley in London, including Head
of Credit Sales for EMEA and leadership roles in Morgan Stanley’s UK/Ireland fixed income capital markets and
treasury solutions group and in structured finance origination for Western Europe. Ms. Cain began her career at Salomon
Brothers in New York in 1985, focusing on hedge management and fixed income derivatives.
Ms. Cain received her BS in business analysis from Indiana University. She has over 31 years of financial industry
experience.
Senior Officer Code of Ethics
Our Senior Officer Code applies to our CEO, Chief Financial Officer, principal accounting officer, and controller and
senior financial officers performing similar functions and is available on our website at www.janushenderson.com/ir
under “Corporate Governance — Governance Policies and Statements.” Any amendments to or waivers of the Senior
Officer Code will be disclosed on our website in the same location.
Director Nomination Process and Diversity
We believe that in order for the Board to effectively guide JHG to sustained, long-term success, it must be composed of
individuals with sophistication and experience in the many disciplines that strengthen our business. We sell our products
to intermediary, institutional and self-directed clients. To best serve these clients and our shareholders, we seek to ensure
that the Board consists of directors who are highly sophisticated in, among other disciplines, domestic and international
investment and asset management, finance, economic policy, and the legal and accounting regulations that impact our
business. We also believe that the Board should include directors with experience managing, overseeing or advising
comparable companies in our industry at the CEO and/or the director level.
The Board has delegated the process for screening potential director candidates to the Nominating and Corporate
Governance Committee (“Nominating Committee”). When the Nominating Committee determines that it is desirable to
add a director or fill a vacancy on the Board, it will identify one or more qualified individuals and recommend them to
the Board. In identifying qualified individuals, the Nominating Committee generally engages a search firm for this
purpose. In evaluating candidates for potential membership on the Board, the Nominating Committee ensures that each
director nominee satisfies at least the criteria set forth in our Corporate Governance Guidelines and considers and
evaluates the director nominee’s individual background and qualifications and the extent to which such background and
qualifications might benefit JHG based on the size and composition of the Board of Directors at the time. In identifying
director nominees, the Nominating Committee will seek talented and experienced candidates with professional
backgrounds who support a balance of knowledge, experience, skills, expertise and diversity appropriate for the Board as
a whole.
The Board believes that it is currently constituted by members that collectively possess diverse knowledge and
experience in the disciplines that strengthen our business. Prior to nominating a new director candidate, the Nominating
Committee will consider the collective experience of the existing Board members and based on that evaluation, the
Nominating Committee nominates individuals whom it believes possess experience and expertise that will enhance the
Board’s ability to serve our shareholders. Although the Board does not currently have a policy specifically addressing
director diversity, the Nominating Committee is expected to assess and consider the diversity of the Board and the
effectiveness of its diversity prior to nominating any additional Board candidates.
Corporate Governance
The Board has established corporate governance measures substantially in compliance with requirements of the NYSE.
These include Corporate Governance Guidelines; charters for the Board’s Audit Committee, Risk Committee,
Compensation Committee and Nominating and Corporate Governance Committee; and a Code of Business Conduct that
applies to all directors, officers and employees. Each of these documents is published on our corporate website at
www.janushenderson.com/ir under “Corporate Governance — Governance Policies and Statements.”
Because we are a foreign private issuer as defined in SEC rules, we are not required to comply with all NYSE corporate
governance requirements as they apply to U.S. domestic companies listed on the NYSE. Our corporate governance
practices, however, do not differ in any significant way from those requirements, except with respect to equity
compensation plans. Whereas the NYSE rules, with limited exceptions, require that shareholders be given the
opportunity to vote on equity compensation plans and material revisions thereto, relevant ASX rules provide that
individual grants under those plans do not require shareholder approval unless they involve the issue of securities to a
related party of the issuer (such as a director) or a person whose relationship with the company or a related party is such
that ASX considers that approval should be obtained. Our corporate governance practices comply with applicable
requirements of the SEC.
Audit Committee
The members of our Audit Committee are Jeffrey Diermeier (Chair), Alison Davis, Kalpana Desai, Kevin Dolan and
Eugene Flood Jr., each of whom is independent under the standards established by the Board and the NYSE.
Audit Committee Financial Experts
Our Board has determined that each member of the Audit Committee meets the accounting or related financial
management expertise requirements of the NYSE and that Jeffrey Diermeier, Alison Davis and Kalpana Desai qualify as
audit committee financial experts under applicable SEC regulations. No member of the Audit Committee serves on an
audit committee of more than two public companies in addition to JHG.
Item 11. EXECUTIVE COMPENSATION
Because we are a foreign private issuer, we are responding to this Item 11 as permitted by Item 402(a)(1) of SEC
Regulation S-K under the Securities Act. This section discusses material information relating to our executive
compensation program and plans for our Named Executive Officers (“NEOs”):
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:54)(cid:88)(cid:93)(cid:68)(cid:81)(cid:81)(cid:72)(cid:3)(cid:38)(cid:68)(cid:76)(cid:81)
Global Head of Distribution
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:37)(cid:85)(cid:88)(cid:70)(cid:72)(cid:3)(cid:46)(cid:82)(cid:72)(cid:83)(cid:73)(cid:74)(cid:72)(cid:81)
Head of North America
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:76)(cid:70)(cid:75)(cid:68)(cid:85)(cid:71)(cid:3)(cid:58)(cid:72)(cid:76)(cid:79)
Chief Executive Officer
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:82)(cid:74)(cid:72)(cid:85)(cid:3)(cid:55)(cid:75)(cid:82)(cid:80)(cid:83)(cid:86)(cid:82)(cid:81)
Chief Financial Officer
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:40)(cid:81)(cid:85)(cid:76)(cid:84)(cid:88)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:81)(cid:74)
Global Chief Investment Officer
Compensation Principles
Our Compensation Committee is responsible for the oversight of our executive compensation program, including the
review and approval of goals and objectives relevant to our CEO’s performance assessment and compensation decisions,
and approval of the compensation of our executive officers is based on an evaluation of each executive’s performance.
Our executive compensation program is based on the following principles:
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121
• Attract and retain individuals critical to our long-term success by providing total reward opportunities which,
Variable Compensation
subject to performance, are competitive within our defined markets;
• Fully align pay with our strategic priorities, reinforce a strong performance culture through rewards that reflect
company-wide, department, team, and individual performance;
• Align management, client and shareholder interests by deferring a significant portion of compensation into JHG
stock awards and/or fund units;
• Manage risk-taking and conflicts of interest in our incentive plans, maintaining an appropriate balance between
base salary, short-term cash incentives and long-term deferred incentives; and
• Ensure that compensation processes and procedures comply with regulatory requirements and legislation, are
consistent with market practice, and include effective risk management controls.
Elements of Compensation
We strive to maintain an appropriate balance between base salary and variable compensation without targeting a specific
mix or ratio in the compensation framework for the CEO and the other NEOs. However, once the CEO’s variable
compensation is determined for a particular year, the percentage mix between cash and deferred awards, as well as the
percentage mix between types of deferred awards, is fixed.
Base salary constitutes a relatively small portion of our executives’ total compensation opportunity, something that
reflects our compensation principles and the Compensation Committee’s belief that most of our executives’ total
compensation should be performance-based.
Base Salary
For 2020, base salary constituted 8% of our CEO’s total compensation and 11% of our other NEOs’ total compensation,
which is consistent with our philosophy that most of our executives’ total compensation should be performance-based. In
establishing salary levels, the Compensation Committee typically considers competitive market pay levels and each
executive officer’s responsibilities, experience and performance.
Following a review of current base salaries, and consistent with our focus on performance-based compensation, none of
our NEOs, including our CEO, received a base salary increase for 2021.
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123
Our Compensation Committee emphasizes performance-based variable incentives as the primary element of
compensation paid to the CEO and our other NEOs, reinforcing our strong pay-for-performance culture. In 2020, 92% of
the CEO’s total compensation and 89% of our other NEOs’ total compensation consisted of performance-based variable
incentives. As shown in the charts above, a significant portion of variable compensation is deferred into JHG stock
awards and/or fund units, aligning management, client and shareholder interests, consistent with our compensation
philosophy.
CEO Variable Compensation
For the CEO, we use a scorecard approach to evaluate performance and determine annual variable compensation. This
approach, described in more detail on page 125, combines numerous absolute and relative performance measures, which
are grouped into three categories: (i) investment excellence, (ii) financial results and (iii) strategic results.
Once the amount of the CEO’s variable compensation award is determined, 50% of the award is paid in cash and 50% is
deferred and delivered as shown below:
Consistent with market practice for CEOs in the JHG Peer Group, the deferred portion of the CEO’s variable
compensation award is delivered as follows:
● 50% in time-based restricted stock units (“RSUs”) of JHG stock and/or fund units, which vest in three equal
installments over a three-year period; and
● 50% in performance stock units (PSUs), which cliff vest on the third anniversary of the grant date with the level
of vesting determined based on JHG’s three-year relative TSR ranking versus the JHG Public Company Peer
Group (“JHG Peer Group”). The potential payout for the PSUs ranges from 0% to 200% of the number of units
initially granted.
0% payout
3-year relative TSR is at or below the 10th percentile ranking
100% of target payout
3-year relative TSR is at the 50th percentile ranking
200% of target payout
3-year relative TSR is at or above the 90th percentile ranking
Notes:
value.
(a) Regardless of JHG’s relative TSR ranking, the award will be subject to a maximum value cap not to exceed 400% of the initial grant
(b) Even if JHG’s three-year relative TSR exceeds the JHG Peer Group median, if JHG’s three-year absolute TSR is negative, payouts
cannot exceed 100% of the units initially granted.
(c)
Intermediate amounts are interpolated straight line.
The scorecard approach used to determine annual variable compensation coupled with the PSU vesting conditions
subject the CEO’s variable compensation award to two distinct performance hurdles:
Hurdle # 1: To receive a variable compensation award each year, the CEO must first deliver results against
the performance measures as outlined in the scorecard; and
Hurdle # 2: To fully vest the deferred PSU portion of the CEO’s variable compensation award, JHG’s three-
year TSR relative to the JHG Peer Group must meet or exceed certain targets.
●
●
Subjecting the deferred PSUs to this double hurdle underscores the Committee’s dedication to pay for performance,
establishing rigorous performance thresholds, and aligning the CEO’s pay with shareholder interests over the short- and
long-term. As shown in the table below, the vesting percentage for the CEO’s 2015, 2016 and 2017 PSU grants averaged
• Attract and retain individuals critical to our long-term success by providing total reward opportunities which,
Variable Compensation
subject to performance, are competitive within our defined markets;
• Fully align pay with our strategic priorities, reinforce a strong performance culture through rewards that reflect
company-wide, department, team, and individual performance;
• Align management, client and shareholder interests by deferring a significant portion of compensation into JHG
stock awards and/or fund units;
• Manage risk-taking and conflicts of interest in our incentive plans, maintaining an appropriate balance between
base salary, short-term cash incentives and long-term deferred incentives; and
• Ensure that compensation processes and procedures comply with regulatory requirements and legislation, are
consistent with market practice, and include effective risk management controls.
Elements of Compensation
We strive to maintain an appropriate balance between base salary and variable compensation without targeting a specific
mix or ratio in the compensation framework for the CEO and the other NEOs. However, once the CEO’s variable
compensation is determined for a particular year, the percentage mix between cash and deferred awards, as well as the
percentage mix between types of deferred awards, is fixed.
Base salary constitutes a relatively small portion of our executives’ total compensation opportunity, something that
reflects our compensation principles and the Compensation Committee’s belief that most of our executives’ total
compensation should be performance-based.
Base Salary
For 2020, base salary constituted 8% of our CEO’s total compensation and 11% of our other NEOs’ total compensation,
which is consistent with our philosophy that most of our executives’ total compensation should be performance-based. In
establishing salary levels, the Compensation Committee typically considers competitive market pay levels and each
executive officer’s responsibilities, experience and performance.
Following a review of current base salaries, and consistent with our focus on performance-based compensation, none of
our NEOs, including our CEO, received a base salary increase for 2021.
Our Compensation Committee emphasizes performance-based variable incentives as the primary element of
compensation paid to the CEO and our other NEOs, reinforcing our strong pay-for-performance culture. In 2020, 92% of
the CEO’s total compensation and 89% of our other NEOs’ total compensation consisted of performance-based variable
incentives. As shown in the charts above, a significant portion of variable compensation is deferred into JHG stock
awards and/or fund units, aligning management, client and shareholder interests, consistent with our compensation
philosophy.
CEO Variable Compensation
For the CEO, we use a scorecard approach to evaluate performance and determine annual variable compensation. This
approach, described in more detail on page 125, combines numerous absolute and relative performance measures, which
are grouped into three categories: (i) investment excellence, (ii) financial results and (iii) strategic results.
Once the amount of the CEO’s variable compensation award is determined, 50% of the award is paid in cash and 50% is
deferred and delivered as shown below:
Consistent with market practice for CEOs in the JHG Peer Group, the deferred portion of the CEO’s variable
compensation award is delivered as follows:
● 50% in time-based restricted stock units (“RSUs”) of JHG stock and/or fund units, which vest in three equal
installments over a three-year period; and
● 50% in performance stock units (PSUs), which cliff vest on the third anniversary of the grant date with the level
of vesting determined based on JHG’s three-year relative TSR ranking versus the JHG Public Company Peer
Group (“JHG Peer Group”). The potential payout for the PSUs ranges from 0% to 200% of the number of units
initially granted.
0% payout
3-year relative TSR is at or below the 10th percentile ranking
100% of target payout
3-year relative TSR is at the 50th percentile ranking
200% of target payout
3-year relative TSR is at or above the 90th percentile ranking
Notes:
(a) Regardless of JHG’s relative TSR ranking, the award will be subject to a maximum value cap not to exceed 400% of the initial grant
value.
(b) Even if JHG’s three-year relative TSR exceeds the JHG Peer Group median, if JHG’s three-year absolute TSR is negative, payouts
cannot exceed 100% of the units initially granted.
Intermediate amounts are interpolated straight line.
(c)
The scorecard approach used to determine annual variable compensation coupled with the PSU vesting conditions
subject the CEO’s variable compensation award to two distinct performance hurdles:
●
●
Hurdle # 1: To receive a variable compensation award each year, the CEO must first deliver results against
the performance measures as outlined in the scorecard; and
Hurdle # 2: To fully vest the deferred PSU portion of the CEO’s variable compensation award, JHG’s three-
year TSR relative to the JHG Peer Group must meet or exceed certain targets.
Subjecting the deferred PSUs to this double hurdle underscores the Committee’s dedication to pay for performance,
establishing rigorous performance thresholds, and aligning the CEO’s pay with shareholder interests over the short- and
long-term. As shown in the table below, the vesting percentage for the CEO’s 2015, 2016 and 2017 PSU grants averaged
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only 51% of the total units granted due to the under-performance of our three-year relative TSR as compared to the JHG
Peer Group.
The Scorecard Approach to CEO Compensation
Notes:
(a) The 2015 and 2016 awards were granted pre-Merger and vested based on the three-year relative TSR performance of JHG’s common
stock.
(b) 2015 vested value as of December 31, 2018, based on the stock price of $20.72.
(c) 2016 vested value as of December 31, 2019, based on the stock price of $24.45.
(d) 2017 vested value as of December 31, 2020, based on the stock price of $32.51.
(e) Per the terms of the PSU award agreement, Legg Mason was excluded from the 2017 relative TSR calculation as a result of its acquisition
by Franklin Templeton effective July 31, 2020.
Other NEOs’ Variable Compensation
For our other NEOs, annual variable compensation awards are subject to our standard deferral methodology under which
a portion of each officer’s award is paid in cash and the remainder is deferred into JHG RSUs and/or fund units.
Deferred awards vest in equal installments over a three-year period. See LTI Awards Granted in Consideration of 2020
Performance on page 130 for more information regarding these awards.
Delivery of Variable Compensation Through LTI Awards
We offer several types of long-term incentive (“LTI”) awards for purposes of delivering the deferred portion of NEO
variable compensation:
Restricted Stock Units
(RSUs)
Restricted JHG Fund
Units (Funds)
Performance Stock
Units (PSUs)
A substantial portion of variable compensation is deferred into RSUs on an annual
basis. These awards are typically subject to a three-year ratable time-based vesting
schedule. Cash dividends are paid on unvested shares and included in taxable
compensation. These dividends are included in the Summary of Total
Compensation table on page 127.
Vesting of RSUs accelerate upon death and/or disability. Continued vesting may
occur upon disability and redundancy. All awards are subject to malus and
clawback provisions.
A substantial portion of variable compensation is also deferred into restricted JHG
fund units. These awards are typically subject to a three-year ratable time-based
vesting schedule.
Vesting of fund awards accelerate upon death and/or disability. Continued vesting
may occur upon disability and redundancy. All awards are subject to malus and
clawback provisions.
A portion of the CEO’s variable compensation is deferred into PSUs. These PSU
awards are subject to additional vesting requirements based on a comparison of
our TSR over the three-year deferral period to the TSR of the JHG Peer Group
over the same period. Vesting of PSUs may accelerate under certain
circumstances, such as death or disability. PSU awards have a one-year holding
period following vesting, and dividends are not paid on unvested PSU awards.
The Compensation Committee uses a structured scorecard to measure the CEO’s performance and determine his variable
compensation. The scorecard approach is designed to:
● Align CEO compensation with JHG’s performance; and
● Reward the CEO for achieving goals that maximize long-term value creation for our shareholders and clients.
The CEO’s 2020 scorecard was largely based on the same investment, financial and strategic performance measures
used in the 2019 scorecard. The performance categories, measures and weightings used in the 2020 scorecard were the
following:
●
Investment Excellence (30%
weighting). Deliver investment excellence for clients measured based on three-year
investment performance relative to benchmark;
● Financial Results (40%
weighting). Deliver strong financial results for shareholders measured based on our
one-year relative results for revenue growth, growth in net income before taxes and total net AUM flows; and
● Strategic Results (30%
weighting). Drive strategic results to achieve long-term success for clients and
shareholders measured based on: executing JHG’s strategic vision and priorities, attracting strong talent,
investing in new technologies, building global distribution momentum, and fostering a strong risk and control
environment.
Establishing the Target Incentive Opportunity
The CEO’s variable compensation award is determined by multiplying a target incentive opportunity by a multiplier,
which ranges from 0% to 200%, based on the degree to which the scorecard performance measures are achieved.
At the beginning of each year, the Compensation Committee establishes the CEO’s target incentive opportunity and the
scorecard performance measures and weightings for the year. In setting the target incentive opportunity, the
Compensation Committee considers various factors, including our revenue and total AUM compared to the revenue and
total AUM of a select peer group of companies, as well as our relative performance against the JHG Peer Group. The
JHG Peer Group is reviewed annually and no changes were made in 2020.
JHG’s Public Company Peer Group
Ameriprise (Columbia Threadneedle Investments), Inc.
T. Rowe Price Group, Inc.
Affiliated Managers Group, Inc.
AllianceBernstein Holding L.P.
BrightSphere Investment Group plc
Eaton Vance Corp.
Federated Hermes, Inc.
Franklin Resources, Inc.
Invesco Ltd.
Legg Mason, Inc.
Schroders plc
Standard Life Aberdeen plc
Waddell & Reed Financial, Inc.
Our Compensation Committee believes that the reference to the JHG Peer Group is useful to ensure that the CEO’s
target incentive opportunity is competitive relative to compensation levels at other asset management firms with which
JHG competes for executive talent. Based on analysis and guidance from the Compensation Committee’s independent
compensation consultant, the Committee determined that the 2020 target incentive opportunity for the CEO would
remain unchanged from 2019 at $7.50 million based on the market pay practices of other companies in the JHG Peer
Group.
Evaluating CEO Performance and Determining Variable Compensation
After the end of each year, the Compensation Committee uses the scorecard to evaluate the CEO’s performance relative
to the specific investment, financial and strategic performance objectives for the year. Based on the results achieved, the
Compensation Committee selects a multiplier for each performance measure in the scorecard, as well as an overall
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125
only 51% of the total units granted due to the under-performance of our three-year relative TSR as compared to the JHG
The Scorecard Approach to CEO Compensation
Peer Group.
The Compensation Committee uses a structured scorecard to measure the CEO’s performance and determine his variable
compensation. The scorecard approach is designed to:
● Align CEO compensation with JHG’s performance; and
● Reward the CEO for achieving goals that maximize long-term value creation for our shareholders and clients.
The CEO’s 2020 scorecard was largely based on the same investment, financial and strategic performance measures
used in the 2019 scorecard. The performance categories, measures and weightings used in the 2020 scorecard were the
following:
●
weighting). Deliver investment excellence for clients measured based on three-year
Investment Excellence (30%
investment performance relative to benchmark;
Notes:
stock.
(a) The 2015 and 2016 awards were granted pre-Merger and vested based on the three-year relative TSR performance of JHG’s common
(b) 2015 vested value as of December 31, 2018, based on the stock price of $20.72.
(c) 2016 vested value as of December 31, 2019, based on the stock price of $24.45.
(d) 2017 vested value as of December 31, 2020, based on the stock price of $32.51.
(e) Per the terms of the PSU award agreement, Legg Mason was excluded from the 2017 relative TSR calculation as a result of its acquisition
by Franklin Templeton effective July 31, 2020.
Other NEOs’ Variable Compensation
For our other NEOs, annual variable compensation awards are subject to our standard deferral methodology under which
a portion of each officer’s award is paid in cash and the remainder is deferred into JHG RSUs and/or fund units.
Deferred awards vest in equal installments over a three-year period. See LTI Awards Granted in Consideration of 2020
Performance on page 130 for more information regarding these awards.
Delivery of Variable Compensation Through LTI Awards
We offer several types of long-term incentive (“LTI”) awards for purposes of delivering the deferred portion of NEO
variable compensation:
Restricted Stock Units
A substantial portion of variable compensation is deferred into RSUs on an annual
(RSUs)
basis. These awards are typically subject to a three-year ratable time-based vesting
schedule. Cash dividends are paid on unvested shares and included in taxable
compensation. These dividends are included in the Summary of Total
Compensation table on page 127.
Vesting of RSUs accelerate upon death and/or disability. Continued vesting may
occur upon disability and redundancy. All awards are subject to malus and
clawback provisions.
vesting schedule.
clawback provisions.
Restricted JHG Fund
A substantial portion of variable compensation is also deferred into restricted JHG
Units (Funds)
fund units. These awards are typically subject to a three-year ratable time-based
Vesting of fund awards accelerate upon death and/or disability. Continued vesting
may occur upon disability and redundancy. All awards are subject to malus and
Performance Stock
A portion of the CEO’s variable compensation is deferred into PSUs. These PSU
Units (PSUs)
awards are subject to additional vesting requirements based on a comparison of
our TSR over the three-year deferral period to the TSR of the JHG Peer Group
over the same period. Vesting of PSUs may accelerate under certain
circumstances, such as death or disability. PSU awards have a one-year holding
period following vesting, and dividends are not paid on unvested PSU awards.
● Financial Results (40%
weighting). Deliver strong financial results for shareholders measured based on our
one-year relative results for revenue growth, growth in net income before taxes and total net AUM flows; and
● Strategic Results (30%
weighting). Drive strategic results to achieve long-term success for clients and
shareholders measured based on: executing JHG’s strategic vision and priorities, attracting strong talent,
investing in new technologies, building global distribution momentum, and fostering a strong risk and control
environment.
Establishing the Target Incentive Opportunity
The CEO’s variable compensation award is determined by multiplying a target incentive opportunity by a multiplier,
which ranges from 0% to 200%, based on the degree to which the scorecard performance measures are achieved.
At the beginning of each year, the Compensation Committee establishes the CEO’s target incentive opportunity and the
scorecard performance measures and weightings for the year. In setting the target incentive opportunity, the
Compensation Committee considers various factors, including our revenue and total AUM compared to the revenue and
total AUM of a select peer group of companies, as well as our relative performance against the JHG Peer Group. The
JHG Peer Group is reviewed annually and no changes were made in 2020.
JHG’s Public Company Peer Group
Affiliated Managers Group, Inc.
AllianceBernstein Holding L.P.
Ameriprise (Columbia Threadneedle Investments), Inc.
BrightSphere Investment Group plc
Eaton Vance Corp.
Federated Hermes, Inc.
Franklin Resources, Inc.
Invesco Ltd.
Legg Mason, Inc.
T. Rowe Price Group, Inc.
Schroders plc
Standard Life Aberdeen plc
Waddell & Reed Financial, Inc.
Our Compensation Committee believes that the reference to the JHG Peer Group is useful to ensure that the CEO’s
target incentive opportunity is competitive relative to compensation levels at other asset management firms with which
JHG competes for executive talent. Based on analysis and guidance from the Compensation Committee’s independent
compensation consultant, the Committee determined that the 2020 target incentive opportunity for the CEO would
remain unchanged from 2019 at $7.50 million based on the market pay practices of other companies in the JHG Peer
Group.
Evaluating CEO Performance and Determining Variable Compensation
After the end of each year, the Compensation Committee uses the scorecard to evaluate the CEO’s performance relative
to the specific investment, financial and strategic performance objectives for the year. Based on the results achieved, the
Compensation Committee selects a multiplier for each performance measure in the scorecard, as well as an overall
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125
performance multiplier range for each of the three categories of performance measures (i.e., investment results, financial
results and strategic results).
● We continued to execute on numerous strategic objectives despite the challenges brought on by the COVID-19
pandemic and navigating Brexit, including; investing in new technologies, hiring strong talent, building global
distribution momentum, and fostering a strong risk and control environment.
Performance
Multiplier
Range
0.0 to 0.5
0.5 to 1.0
1.0 to 1.5
1.5 to 2.0
Ranges of the Compensation Committee’s Evaluation of Performance
Significant decline in absolute performance year-over-year
Bottom quartile performance relative to the applicable peer group or benchmarks
Slight decline to flat in absolute performance year-over-year
Slightly below median performance relative to the applicable peer group or benchmarks
Slight to moderate increase in absolute performance year-over-year
Slightly above median performance relative to the applicable peer group or benchmarks
Significant increase in absolute performance year-over-year
First or high second quartile performance relative to the applicable peer group or benchmarks
The Compensation Committee determines a performance multiplier range for each of the three scorecard categories
based on a review of the following:
● Our year-over-year absolute results for the relevant performance measures;
● Our relative percentile ranking for each relevant performance measure as compared with the JHG Peer Group,
or as compared to applicable benchmarks; and
● With respect to strategic results, such factors as the Compensation Committee deems relevant to evaluate the
CEO’s performance, including, for example, factors such as executing JHG’s strategic vision and priorities,
attracting strong talent, delivering an exceptional client experience, executing on new growth initiatives,
ensuring operational efficiency and fostering a proactive risk and control environment.
2020 Executive Compensation
2020 variable compensation increased 5% for the CEO and 7% on average for our other NEOs as compared to 2019.
These increases in variable compensation are consistent with the Compensation Committee’s philosophy to align
executive compensation with JHG’s results and reflect JHG’s solid performance during 2020 on several key metrics, as
described below.
● Our CEO and other NEOs demonstrated strong leadership throughout 2020, particularly in response to the
challenges brought on by the COVID-19 pandemic.
o They quickly assessed the situation, effectively adapted to remote working with minimal disruption,
and devised a plan to remain focused on our clients and stay the course on key strategic initiatives.
o The CEO and other NEOs maintained trust through regular and consistent communications with
employees and exhibited an unwavering dedication to their health and well-being.
● Despite the market volatility in 2020, our investment performance remained solid, with 65% and 72% of our
AUM outperforming benchmarks over three- and five-year periods, respectively.
● While our net outflows were disappointing in 2020, adjusted operating income increased 11% year-over-year
and adjusted operating margin improved 2.2 percentage points. We continue to maintain a strong balance sheet
and returned $394 million of capital to shareholders through dividends and our accretive stock repurchase
program.
● Our TSR improved by +42% in 2020 compared to +26% in 2019.
Summary of Total Compensation
The following table sets forth the compensation earned by the CEO and the other NEOs, as a group, during 2020.
Executive Officer
Richard Weil, CEO
Other NEOs(1)
Notes:
Variable Comp (LTI)(3)
Total 2020 Benefits
Base
Variable
Restricted
Salary
Comp (STI)(2) Fund Units
($)
($)
($)
Shares
($)
PSUs
($)
Variable
and
Comp
Pension(4)
Other(5)
($)
($)
($)
725,000
1,861,412
3,900,000
7,903,994
1,950,000
—
1,950,000
7,800,000
37,895
1,258,163
4,984,997
3,107,997
—
15,996,988
133,762
473,757
All non-USD amounts in this schedule are stated in USD on the basis of the average FX rate for 2020 (GBP to USD =
1.2817).
(1) The Other NEOs are Roger Thompson (Chief Financial Officer), Enrique Chang (Global Chief Investment Officer), Suzanne Cain (Global Head
of Distribution) and Bruce Koepfgen (Head of North America).
(2) The amount of variable incentive compensation awarded in respect of the 2020 performance year that is not subject to deferral. For Mr. Weil,
50% of his variable compensation is paid in cash and 50% is deferred. For our other NEOs, the percentage of variable compensation deferred is
determined in accordance with our standard deferral policy and may vary from one individual to another depending on particular circumstances.
(3) The amount of variable incentive compensation awarded in respect of the 2020 performance year that is subject to deferral, either under JHG
policy or where mandated by regulatory requirements. Such amounts may be delivered in the form of JHG fund units, RSUs, or PSUs. JHG fund
units and RSUs vest in equal tranches over a three-year deferral period, and PSUs cliff vest on the third anniversary of the grant date. For Mr.
Weil, half of his deferral amount is delivered in restricted JHG fund units and the other half is delivered in PSUs. Other NEOs receive half of
their LTI in JHG restricted fund units and half in JHG restricted shares, with the choice of receiving 100% in JHG restricted shares (subject to a
$1 million limit). Once the $1 million limit is reached, the remaining balance will be invested into restricted JHG fund units.
(4) For Mr. Weil and certain other NEOs, amounts shown include health benefits and insurance coverage consistent with those provided to all other
employees, 401(k) match contributions (U.S.) up to 5% of eligible compensation (capped at $285,000 per the IRS annual compensation limit), a
cash alternative to JHG’s defined contribution pension plan (UK) and ESOP dividends.
(5) Mr. Weil’s relocation benefits ended in April 2019, however, the amounts shown carried over into 2020 and include $1,041,276 in tax
equalization and other relocation benefits. Additional amounts shown include: (i) $30,756 in dividends on unvested restricted stock, (ii) $7,622 in
market gains on mutual fund retained units distributed during the year, (iii) $178,000 in taxable cost reimbursements, and (iv) $510 in identity
theft protection premiums. For certain other NEOs, amounts shown include dividends on unvested JHG shares and fund units, market gains on
mutual fund retained units distributed during the year, identity theft protection premiums and taxable travel reimbursements.
Compensation Committee Decisions About CEO Pay in 2020
Based on its evaluation of 2020 investment, financial and strategic results using the scorecard approach, the
Compensation Committee established a cumulative overall performance multiplier of 1.04 for the CEO as illustrated in
the table below. The overall performance multiplier is applied to the CEO’s target incentive opportunity of $7.50 million
in order to calculate the CEO’s 2020 variable compensation incentive award shown above.
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127
Performance
Multiplier
Range
0.0 to 0.5
0.5 to 1.0
1.0 to 1.5
1.5 to 2.0
Ranges of the Compensation Committee’s Evaluation of Performance
Significant decline in absolute performance year-over-year
Bottom quartile performance relative to the applicable peer group or benchmarks
Slight decline to flat in absolute performance year-over-year
Slightly below median performance relative to the applicable peer group or benchmarks
Slight to moderate increase in absolute performance year-over-year
Slightly above median performance relative to the applicable peer group or benchmarks
Significant increase in absolute performance year-over-year
First or high second quartile performance relative to the applicable peer group or benchmarks
The Compensation Committee determines a performance multiplier range for each of the three scorecard categories
based on a review of the following:
● Our year-over-year absolute results for the relevant performance measures;
● Our relative percentile ranking for each relevant performance measure as compared with the JHG Peer Group,
or as compared to applicable benchmarks; and
● With respect to strategic results, such factors as the Compensation Committee deems relevant to evaluate the
CEO’s performance, including, for example, factors such as executing JHG’s strategic vision and priorities,
attracting strong talent, delivering an exceptional client experience, executing on new growth initiatives,
ensuring operational efficiency and fostering a proactive risk and control environment.
2020 Executive Compensation
2020 variable compensation increased 5% for the CEO and 7% on average for our other NEOs as compared to 2019.
These increases in variable compensation are consistent with the Compensation Committee’s philosophy to align
executive compensation with JHG’s results and reflect JHG’s solid performance during 2020 on several key metrics, as
described below.
● Our CEO and other NEOs demonstrated strong leadership throughout 2020, particularly in response to the
challenges brought on by the COVID-19 pandemic.
o They quickly assessed the situation, effectively adapted to remote working with minimal disruption,
and devised a plan to remain focused on our clients and stay the course on key strategic initiatives.
o The CEO and other NEOs maintained trust through regular and consistent communications with
employees and exhibited an unwavering dedication to their health and well-being.
● Despite the market volatility in 2020, our investment performance remained solid, with 65% and 72% of our
AUM outperforming benchmarks over three- and five-year periods, respectively.
● While our net outflows were disappointing in 2020, adjusted operating income increased 11% year-over-year
and adjusted operating margin improved 2.2 percentage points. We continue to maintain a strong balance sheet
and returned $394 million of capital to shareholders through dividends and our accretive stock repurchase
program.
performance multiplier range for each of the three categories of performance measures (i.e., investment results, financial
results and strategic results).
● We continued to execute on numerous strategic objectives despite the challenges brought on by the COVID-19
pandemic and navigating Brexit, including; investing in new technologies, hiring strong talent, building global
distribution momentum, and fostering a strong risk and control environment.
● Our TSR improved by +42% in 2020 compared to +26% in 2019.
Summary of Total Compensation
The following table sets forth the compensation earned by the CEO and the other NEOs, as a group, during 2020.
Executive Officer
Richard Weil, CEO
Other NEOs(1)
Variable
Variable Comp (LTI)(3)
Restricted
Comp (STI)(2) Fund Units
Base
Salary
($)
($)
725,000
1,861,412
3,900,000
7,903,994
($)
1,950,000
4,984,997
Shares
($)
—
3,107,997
PSUs
($)
1,950,000
—
Total 2020 Benefits
Variable
Comp
($)
7,800,000
15,996,988
and
Pension(4)
($)
37,895
133,762
Other(5)
($)
1,258,163
473,757
All non-USD amounts in this schedule are stated in USD on the basis of the average FX rate for 2020 (GBP to USD =
Notes:
(1) The Other NEOs are Roger Thompson (Chief Financial Officer), Enrique Chang (Global Chief Investment Officer), Suzanne Cain (Global Head
1.2817).
of Distribution) and Bruce Koepfgen (Head of North America).
(2) The amount of variable incentive compensation awarded in respect of the 2020 performance year that is not subject to deferral. For Mr. Weil,
50% of his variable compensation is paid in cash and 50% is deferred. For our other NEOs, the percentage of variable compensation deferred is
determined in accordance with our standard deferral policy and may vary from one individual to another depending on particular circumstances.
(3) The amount of variable incentive compensation awarded in respect of the 2020 performance year that is subject to deferral, either under JHG
policy or where mandated by regulatory requirements. Such amounts may be delivered in the form of JHG fund units, RSUs, or PSUs. JHG fund
units and RSUs vest in equal tranches over a three-year deferral period, and PSUs cliff vest on the third anniversary of the grant date. For Mr.
Weil, half of his deferral amount is delivered in restricted JHG fund units and the other half is delivered in PSUs. Other NEOs receive half of
their LTI in JHG restricted fund units and half in JHG restricted shares, with the choice of receiving 100% in JHG restricted shares (subject to a
$1 million limit). Once the $1 million limit is reached, the remaining balance will be invested into restricted JHG fund units.
(4) For Mr. Weil and certain other NEOs, amounts shown include health benefits and insurance coverage consistent with those provided to all other
employees, 401(k) match contributions (U.S.) up to 5% of eligible compensation (capped at $285,000 per the IRS annual compensation limit), a
cash alternative to JHG’s defined contribution pension plan (UK) and ESOP dividends.
(5) Mr. Weil’s relocation benefits ended in April 2019, however, the amounts shown carried over into 2020 and include $1,041,276 in tax
equalization and other relocation benefits. Additional amounts shown include: (i) $30,756 in dividends on unvested restricted stock, (ii) $7,622 in
market gains on mutual fund retained units distributed during the year, (iii) $178,000 in taxable cost reimbursements, and (iv) $510 in identity
theft protection premiums. For certain other NEOs, amounts shown include dividends on unvested JHG shares and fund units, market gains on
mutual fund retained units distributed during the year, identity theft protection premiums and taxable travel reimbursements.
Compensation Committee Decisions About CEO Pay in 2020
Based on its evaluation of 2020 investment, financial and strategic results using the scorecard approach, the
Compensation Committee established a cumulative overall performance multiplier of 1.04 for the CEO as illustrated in
the table below. The overall performance multiplier is applied to the CEO’s target incentive opportunity of $7.50 million
in order to calculate the CEO’s 2020 variable compensation incentive award shown above.
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127
Profit and loss results
2020 adjusted operating margin of 38.0% compared to 35.8% in 2019.
versus prior year
year.
2020 adjusted net income before taxes of $751 million was up 16% as compared to the prior
Total shareholder
return
Group and +18% for the S&P 500.
Total shareholder return for JHG in 2020 was +42%, compared to +15% for the JHG Peer
Balance sheet quality We maintain a strong balance sheet and continue to return significant cash to shareholders.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:44)(cid:81)(cid:3)(cid:21)(cid:19)20, we paid $263 million in dividends and repurchased $131 million of our common
stock.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:58)(cid:72)(cid:3)(cid:85)(cid:72)(cid:83)(cid:88)(cid:85)(cid:70)(cid:75)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)6.6 million shares in 2020, reducing shares outstanding by 4%.
In addition to the above factors, the Committee considered the positive impact of market lift on the Company’s
financials coupled with disappointing net flows in 2020 and therefore determined a performance multiplier range of 0.0
to 0.5 on the subjective element of the financial results. Based on the average of the formulaic and the subjective
analyses, the Compensation Committee assigned the CEO a performance multiplier range of 0.5 to 1.0 for the financial
When determining the performance multiplier for strategic results in 2020, the Compensation Committee considered the
CEO’s performance across a broad range of strategic objectives, including:
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:71)(cid:72)(cid:71)(cid:76)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:76)(cid:80)(cid:83)(cid:79)(cid:72)(cid:3)(cid:72)(cid:91)(cid:70)(cid:72)(cid:79)(cid:79)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:79)(cid:76)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:90)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3)
facing unprecedented business challenges and successfully navigated Brexit.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:38)(cid:85)(cid:72)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:71)(cid:76)(cid:86)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:80)(cid:82)(cid:80)(cid:72)(cid:81)(cid:87)(cid:88)(cid:80)(cid:15)(cid:3)(cid:72)(cid:89)(cid:76)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)intermediary market share gains in key regions, organic
growth across our focus product set, and strengthened senior leadership.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:55)(cid:68)(cid:85)(cid:74)(cid:72)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:76)(cid:87)(cid:76)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:30)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:82)(cid:80)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:87)(cid:82)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:85)(cid:72)(cid:74)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:89)(cid:72)(cid:75)(cid:76)(cid:70)(cid:79)(cid:72)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
launching new products, including a number of ETFs.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:72)(cid:71)(cid:88)(cid:70)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:72)(cid:91)(cid:76)(cid:87)(cid:92)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:76)(cid:70)(cid:3)(cid:72)(cid:91)(cid:76)(cid:87)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:79)(cid:68)(cid:83)(cid:83)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)-core businesses.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:41)(cid:82)(cid:70)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:72)(cid:73)(cid:73)(cid:76)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:92)(cid:3)(cid:90)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3)(cid:80)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:81)(cid:73)(cid:85)(cid:68)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:44)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:80)(cid:83)(cid:85)(cid:82)(cid:89)(cid:72)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:76)(cid:81)(cid:73)(cid:85)(cid:68)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:81)(cid:75)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:83)(cid:82)(cid:85)(cid:87)(cid:73)(cid:82)(cid:79)(cid:76)(cid:82)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:87)(cid:85)(cid:68)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)
to support a growing business.
operations and compliance functions.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:41)(cid:76)(cid:79)(cid:79)(cid:72)(cid:71)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:85)(cid:82)(cid:79)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:43)(cid:72)(cid:68)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:56)(cid:54)(cid:3)(cid:41)(cid:76)(cid:91)(cid:72)(cid:71)(cid:3)(cid:44)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:15)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:53)(cid:72)(cid:86)(cid:72)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:43)(cid:72)(cid:68)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:40)(cid:54)(cid:42)(cid:3)Investments.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:40)(cid:81)(cid:74)(cid:68)(cid:74)(cid:72)(cid:71)(cid:3)(cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:80)(cid:83)(cid:75)(cid:68)(cid:86)(cid:76)(cid:93)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:90)(cid:81)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:3)(cid:70)(cid:88)(cid:79)(cid:87)(cid:88)(cid:85)(cid:72)(cid:15)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)-wide control enhancements,
and positioned regulatory relations on a positive footing.
The Compensation Committee assigned a performance multiplier range of 0.5 to 1.0 for the CEO based on the analysis
of strategic results.
2020 CEO Performance Highlights Based on the Scorecard
Below are the highlights from each scorecard category (investment excellence, financial and strategic results) that the
Compensation Committee considered when determining CEO variable compensation for 2020.
results component.
Strategic Results (30%
Scorecard Weighting)
Investment Excellence (30%
Scorecard Weighting)
The performance multiplier for this area is formulaically determined based on the percentage of AUM performing above
benchmarks on a three-year basis.
●
Investment performance continues to be solid. On an AUM-weighted basis over the three-year investment
period ending December 31, 2020, 65% of our total AUM outperformed the respective benchmarks, resulting in
a performance multiplier range of 1.5 to 2.0.
Financial Results (40%
Scorecard Weighting)
The performance multiplier for this component is determined as follows: 50% on a formulaic basis according to JHG’s
relative financial performance versus the JHG Peer Group, and 50% based on the Compensation Committee’s subjective
assessment of the Company’s financial results.
● Financial — formulaic (20% scorecard weighting, 50% weighting for financial category)
The relative rankings of certain objective financial measures that the Compensation Committee determines to
be key indicators of our financial performance are evaluated each year. In 2020, the Compensation Committee
compared our one-year relative financial results for revenue growth, growth in net income before taxes and total
net flows to the average of the companies in the JHG Peer Group and established a performance multiplier
range of 1.0 to 1.5 for the formulaic portion of financial results.
● Financial — subjective (20% scorecard weighting, 50% weighting for financial category)
This multiplier rating for this portion of the financial component is determined based on the Compensation
Committee’s subjective assessment of the following three equally weighted measures:
128
129
Profit and loss results
versus prior year
2020 adjusted operating margin of 38.0% compared to 35.8% in 2019.
2020 adjusted net income before taxes of $751 million was up 16% as compared to the prior
year.
Total shareholder
return
Total shareholder return for JHG in 2020 was +42%, compared to +15% for the JHG Peer
Group and +18% for the S&P 500.
Balance sheet quality We maintain a strong balance sheet and continue to return significant cash to shareholders.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:44)(cid:81)(cid:3)(cid:21)(cid:19)20, we paid $263 million in dividends and repurchased $131 million of our common
stock.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:58)(cid:72)(cid:3)(cid:85)(cid:72)(cid:83)(cid:88)(cid:85)(cid:70)(cid:75)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)6.6 million shares in 2020, reducing shares outstanding by 4%.
In addition to the above factors, the Committee considered the positive impact of market lift on the Company’s
financials coupled with disappointing net flows in 2020 and therefore determined a performance multiplier range of 0.0
to 0.5 on the subjective element of the financial results. Based on the average of the formulaic and the subjective
analyses, the Compensation Committee assigned the CEO a performance multiplier range of 0.5 to 1.0 for the financial
results component.
Below are the highlights from each scorecard category (investment excellence, financial and strategic results) that the
Compensation Committee considered when determining CEO variable compensation for 2020.
Strategic Results (30%
Scorecard Weighting)
When determining the performance multiplier for strategic results in 2020, the Compensation Committee considered the
CEO’s performance across a broad range of strategic objectives, including:
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:71)(cid:72)(cid:71)(cid:76)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:76)(cid:80)(cid:83)(cid:79)(cid:72)(cid:3)(cid:72)(cid:91)(cid:70)(cid:72)(cid:79)(cid:79)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:79)(cid:76)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:90)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3)
facing unprecedented business challenges and successfully navigated Brexit.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:38)(cid:85)(cid:72)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:71)(cid:76)(cid:86)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:80)(cid:82)(cid:80)(cid:72)(cid:81)(cid:87)(cid:88)(cid:80)(cid:15)(cid:3)(cid:72)(cid:89)(cid:76)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)intermediary market share gains in key regions, organic
growth across our focus product set, and strengthened senior leadership.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:55)(cid:68)(cid:85)(cid:74)(cid:72)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:76)(cid:87)(cid:76)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:30)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:82)(cid:80)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:87)(cid:82)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:85)(cid:72)(cid:74)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:89)(cid:72)(cid:75)(cid:76)(cid:70)(cid:79)(cid:72)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
launching new products, including a number of ETFs.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:53)(cid:72)(cid:71)(cid:88)(cid:70)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:72)(cid:91)(cid:76)(cid:87)(cid:92)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:76)(cid:70)(cid:3)(cid:72)(cid:91)(cid:76)(cid:87)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:79)(cid:68)(cid:83)(cid:83)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)-core businesses.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:41)(cid:82)(cid:70)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:72)(cid:73)(cid:73)(cid:76)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:92)(cid:3)(cid:90)(cid:75)(cid:76)(cid:79)(cid:72)(cid:3)(cid:80)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:81)(cid:73)(cid:85)(cid:68)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)
to support a growing business.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:44)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:80)(cid:83)(cid:85)(cid:82)(cid:89)(cid:72)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:76)(cid:81)(cid:73)(cid:85)(cid:68)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:81)(cid:75)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:83)(cid:82)(cid:85)(cid:87)(cid:73)(cid:82)(cid:79)(cid:76)(cid:82)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:87)(cid:85)(cid:68)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)
operations and compliance functions.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:41)(cid:76)(cid:79)(cid:79)(cid:72)(cid:71)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:85)(cid:82)(cid:79)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:43)(cid:72)(cid:68)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:56)(cid:54)(cid:3)(cid:41)(cid:76)(cid:91)(cid:72)(cid:71)(cid:3)(cid:44)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:15)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:53)(cid:72)(cid:86)(cid:72)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:43)(cid:72)(cid:68)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:40)(cid:54)(cid:42)(cid:3)Investments.
●(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)(cid:40)(cid:81)(cid:74)(cid:68)(cid:74)(cid:72)(cid:71)(cid:3)(cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:80)(cid:83)(cid:75)(cid:68)(cid:86)(cid:76)(cid:93)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:90)(cid:81)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:3)(cid:70)(cid:88)(cid:79)(cid:87)(cid:88)(cid:85)(cid:72)(cid:15)(cid:3)(cid:71)(cid:72)(cid:79)(cid:76)(cid:89)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)-wide control enhancements,
and positioned regulatory relations on a positive footing.
The Compensation Committee assigned a performance multiplier range of 0.5 to 1.0 for the CEO based on the analysis
of strategic results.
2020 CEO Performance Highlights Based on the Scorecard
Investment Excellence (30%
Scorecard Weighting)
The performance multiplier for this area is formulaically determined based on the percentage of AUM performing above
benchmarks on a three-year basis.
●
Investment performance continues to be solid. On an AUM-weighted basis over the three-year investment
period ending December 31, 2020, 65% of our total AUM outperformed the respective benchmarks, resulting in
a performance multiplier range of 1.5 to 2.0.
Financial Results (40%
Scorecard Weighting)
The performance multiplier for this component is determined as follows: 50% on a formulaic basis according to JHG’s
relative financial performance versus the JHG Peer Group, and 50% based on the Compensation Committee’s subjective
assessment of the Company’s financial results.
● Financial — formulaic (20% scorecard weighting, 50% weighting for financial category)
The relative rankings of certain objective financial measures that the Compensation Committee determines to
be key indicators of our financial performance are evaluated each year. In 2020, the Compensation Committee
compared our one-year relative financial results for revenue growth, growth in net income before taxes and total
net flows to the average of the companies in the JHG Peer Group and established a performance multiplier
range of 1.0 to 1.5 for the formulaic portion of financial results.
● Financial — subjective (20% scorecard weighting, 50% weighting for financial category)
This multiplier rating for this portion of the financial component is determined based on the Compensation
Committee’s subjective assessment of the following three equally weighted measures:
128
129
LTI Awards Granted in Consideration of 2020 Performance
Service Agreements and Settlement Arrangements With Executive Officers
In February 2021, the following LTI awards will be granted to the CEO and other NEOs in consideration of 2020
performance:
Executive Officer
Richard Weil, CEO
Other NEOs(4)
Type of
award
PSU (1)
Funds(2)
RSUs(2)
Funds (2)
Basis of
award
(% of salary)
Number
Face value
of award
($’000)
Share
price ($) (3)(4)
29.64
—
of units
granted
65,789 1,950,000
— 1,950,000
29.64 104,858 3,107,997
— 4,984,997
—
269 %
269 %
167 %
268 %
We entered into a service agreement with Mr. Weil effective August 1, 2018, at the time of his appointment as our sole
CEO, and which superseded the change in control agreement to which Mr. Weil was previously subject. We also remain
party to a service agreement with Mr. Thompson that was entered into prior to the Merger. These agreements include
provisions for certain payments in lieu of 12 months’ notice upon termination and other benefits. The foregoing is a
summary only and does not propose to be a complete description of the terms and provisions of these service
agreements. This description is subject to and qualified in its entirety by reference to the full text of the previously filed
service agreements of Mr. Weil and Mr. Thompson.
Non-Executive Director Compensation
The following chart shows the compensation that each non-executive director was paid for his or her services in calendar
year 2020:
(1) PSUs equal to 25% of total variable pay, vesting after a three-year period, subject to a TSR-based multiplier
(which can be between 0% and 200%). Only the CEO receives an element of his variable pay in this form.
Vesting determined by performance over three years.
(2) Executives receive half of their LTI in JHG restricted fund units and half in JHG restricted shares, with the
choice of receiving 100% in JHG restricted shares (subject to a $1 million limit).
(3) Represents the fair market value (“FMV”) of $29.64 (calculated as the average high of $30.35 and low of
$28.92 on February 17, 2021). The actual FMV will be determined on the grant date of February 26, 2021, as
required by ASC Topic 718.
(4) The Other NEOs are Roger Thompson (Chief Financial Officer), Enrique Chang (Global Chief Investment
Officer), Suzanne Cain (Global Head of Distribution) and Bruce Koepfgen (Head of North America).
LTI Awards Vested in 2020
Name
Richard Gillingwater
Glenn S. Schafer
Kalpana Desai (5)
Jeffrey J. Diermeier
Kevin Dolan
Eugene Flood Jr. (4)
Lawrence E. Kochard
Angela Seymour-Jackson(3)
Tatsusaburo Yamamoto
Fees
earned or
Stock
All other
paid in
awards
compensation
cash ($) (1)
($) (2)
($) (6)
Total ($)
240,000
160,000
225,000
160,000
130,000
260,000
155,000
130,000
130,000
130,000
155,000
130,000
135,000
130,000
224,085
130,000
—
—
—
400,000
26,299
411,299
—
14,511
—
1,750
390,000
299,511
260,000
286,750
61,907
326,907
—
—
354,085
—
The table below shows the details of awards that vested during 2020 or had performance criteria measured during 2020:
(1) Amounts represent the annual cash fees for serving as members of the JHG Board of Directors, including non-executive Chairman and
committee membership fees. Mr. Lawrence Kochard deferred all his cash fees in 2020 under the Director Deferred Compensation Plan.
Name
Richard Weil
Other NEOs
Award type
Restricted shares
PSU 2017(1)
Funds(2)
LTIP 2016 (tranche 2)(3)
SAYE 2017
Restricted shares
Funds(2)
No. of
shares
acquired
on
vesting (# )
20,114
33,594
6,251
978
145,581
—
Value
realized
on
vesting ($)
603,436
1,003,117
1,123,876
139,734 (4)
26,171
3,371,662
4,161,719
(1) Mr. Weil’s PSU granted for 2017 performance and measured as of December 31, 2020, reflects 58% vesting
based on a TSR percentile rank of 26%. The value realized on was significantly lower as compared to the grant
date value of $1.998 million.
(2) These amounts represent deferred awards invested into JHG funds/products.
(3) The LTIP 2016 tranche 2 post-Merger awards vesting at 58.9% were based on measurement criteria as of
December 31, 2019.
(4) This amount represents the value of LTIP awards exercised in 2020 but vested prior to 2020. The vested value
cannot be determined until the award is exercised.
(2) Amounts represent the value of the annual 2020/2021 stock award. JHG shares were awarded (after applicable taxes were deducted) using
the closing price of JHG shares on the NYSE on May 1, 2020, of $17.54. Mr. Glenn Schafer elected to receive the value of the stock award
in cash.
(3) This director also earns additional annual board fees of $24,000 for serving on the JH Group Holdings Asset Management Ltd board and
$78,000 for service on the Henderson Global Investors Ltd board.
(4) Mr. Eugene Flood earns an additional observation fee of $10,000 on the JH Group Holdings Asset Management Ltd board.
(5) Consists of $130,000 for the annual stock award in respect of service in calendar year 2020 and $130,000 for the annual stock award in
respect of service in calendar year 2019 that was not delivered until February 4, 2020, and accordingly was not reported in the Non-
Executive Director Compensation Table in the 2019 Form 10-K.
(6) “All Other Compensation” includes the following in the table below:
130
131
In February 2021, the following LTI awards will be granted to the CEO and other NEOs in consideration of 2020
performance:
Executive Officer
Richard Weil, CEO
Other NEOs(4)
Type of
award
PSU (1)
Funds(2)
RSUs(2)
Funds (2)
Basis of
award
(% of salary)
price ($) (3)(4)
Share
Number
Face value
of units
granted
of award
($’000)
269 %
269 %
167 %
268 %
29.64
65,789 1,950,000
—
— 1,950,000
29.64 104,858 3,107,997
—
— 4,984,997
(1) PSUs equal to 25% of total variable pay, vesting after a three-year period, subject to a TSR-based multiplier
(which can be between 0% and 200%). Only the CEO receives an element of his variable pay in this form.
Vesting determined by performance over three years.
(2) Executives receive half of their LTI in JHG restricted fund units and half in JHG restricted shares, with the
choice of receiving 100% in JHG restricted shares (subject to a $1 million limit).
(3) Represents the fair market value (“FMV”) of $29.64 (calculated as the average high of $30.35 and low of
$28.92 on February 17, 2021). The actual FMV will be determined on the grant date of February 26, 2021, as
required by ASC Topic 718.
(4) The Other NEOs are Roger Thompson (Chief Financial Officer), Enrique Chang (Global Chief Investment
Officer), Suzanne Cain (Global Head of Distribution) and Bruce Koepfgen (Head of North America).
LTI Awards Vested in 2020
Name
Richard Weil
Award type
Restricted shares
PSU 2017(1)
Funds(2)
SAYE 2017
Restricted shares
Funds(2)
No. of
shares
acquired
on
vesting (# )
20,114
33,594
6,251
978
145,581
—
Value
realized
on
vesting ($)
603,436
1,003,117
1,123,876
139,734 (4)
26,171
3,371,662
4,161,719
(1) Mr. Weil’s PSU granted for 2017 performance and measured as of December 31, 2020, reflects 58% vesting
based on a TSR percentile rank of 26%. The value realized on was significantly lower as compared to the grant
(2) These amounts represent deferred awards invested into JHG funds/products.
(3) The LTIP 2016 tranche 2 post-Merger awards vesting at 58.9% were based on measurement criteria as of
date value of $1.998 million.
December 31, 2019.
(4) This amount represents the value of LTIP awards exercised in 2020 but vested prior to 2020. The vested value
cannot be determined until the award is exercised.
LTI Awards Granted in Consideration of 2020 Performance
Service Agreements and Settlement Arrangements With Executive Officers
We entered into a service agreement with Mr. Weil effective August 1, 2018, at the time of his appointment as our sole
CEO, and which superseded the change in control agreement to which Mr. Weil was previously subject. We also remain
party to a service agreement with Mr. Thompson that was entered into prior to the Merger. These agreements include
provisions for certain payments in lieu of 12 months’ notice upon termination and other benefits. The foregoing is a
summary only and does not propose to be a complete description of the terms and provisions of these service
agreements. This description is subject to and qualified in its entirety by reference to the full text of the previously filed
service agreements of Mr. Weil and Mr. Thompson.
Non-Executive Director Compensation
The following chart shows the compensation that each non-executive director was paid for his or her services in calendar
year 2020:
Name
Richard Gillingwater
Glenn S. Schafer
Kalpana Desai (5)
Jeffrey J. Diermeier
Kevin Dolan
Eugene Flood Jr. (4)
Lawrence E. Kochard
Angela Seymour-Jackson(3)
Tatsusaburo Yamamoto
Fees
earned or
paid in
cash ($) (1)
240,000
225,000
130,000
155,000
130,000
155,000
135,000
224,085
—
Stock
awards
($) (2)
160,000
160,000
260,000
130,000
130,000
130,000
130,000
130,000
—
All other
compensation
($) (6)
—
26,299
—
14,511
—
1,750
61,907
—
—
Total ($)
400,000
411,299
390,000
299,511
260,000
286,750
326,907
354,085
—
The table below shows the details of awards that vested during 2020 or had performance criteria measured during 2020:
(1) Amounts represent the annual cash fees for serving as members of the JHG Board of Directors, including non-executive Chairman and
committee membership fees. Mr. Lawrence Kochard deferred all his cash fees in 2020 under the Director Deferred Compensation Plan.
Other NEOs
LTIP 2016 (tranche 2)(3)
(4) Mr. Eugene Flood earns an additional observation fee of $10,000 on the JH Group Holdings Asset Management Ltd board.
(5) Consists of $130,000 for the annual stock award in respect of service in calendar year 2020 and $130,000 for the annual stock award in
respect of service in calendar year 2019 that was not delivered until February 4, 2020, and accordingly was not reported in the Non-
Executive Director Compensation Table in the 2019 Form 10-K.
(6) “All Other Compensation” includes the following in the table below:
(2) Amounts represent the value of the annual 2020/2021 stock award. JHG shares were awarded (after applicable taxes were deducted) using
the closing price of JHG shares on the NYSE on May 1, 2020, of $17.54. Mr. Glenn Schafer elected to receive the value of the stock award
in cash.
(3) This director also earns additional annual board fees of $24,000 for serving on the JH Group Holdings Asset Management Ltd board and
$78,000 for service on the Henderson Global Investors Ltd board.
130
131
Dividends on
unvested restricted
Interests in JHG Shares
—
2,260
—
1,750
—
1,750
1,750
—
—
—
24,039
—
12,761
—
—
60,157
—
—
Name
Richard Gillingwater
Glenn S. Schafer
Kalpana Desai
Jeffrey J. Diermeier
Kevin Dolan
Eugene Flood Jr.
Lawrence E. Kochard
Angela Seymour-Jackson
Tatsusaburo Yamamoto
Other ($) (1) stock units ($) (2) Total ($)
—
26,299
—
14,511
—
1,750
61,907
—
—
(1) The amount includes company-funded UK tax preparation fees for U.S. Board members plus the membership fees for identity theft protection
services paid by JHG on behalf of the director. JHG also reimburses travel expenses for Board meetings which are not included in the above
table.
(2) This amount represents the value of dividend equivalents awarded in the form of RSUs in 2020 on all grants deferred under the Director Deferred
Fee Plan. The RSUs held by each independent director as of December 31, 2020, are as follows: Mr. Diermeier holds 9,177 RSUs; Mr. Kochard
holds 43,354 RSUs; and Mr. Schafer holds 17,311 RSUs.
132
133
The following table shows the interests in JHG shares, both unvested shares held pursuant to JHG share plans and
beneficially owned, by executive directors and other named executives. The table also shows the movement in these
holdings during 2020:
Interest at
December 31,
Vested
Vested
previous
2020 not 2020 and years and
Interest at
December 31,
Plan
2019
Awarded exercised exercised exercised Vested
RSA
PSU
ESOP
Type
Shares
Shares
Shares
24,685
—
165,284
96,933
520
34 (3)
—
—
—
—
—
—
20,114
23,831 (2)
—
Vested in
SAYE
BAYE
LTIP
RSP
Options
Shares
Options
Shares
978
2,055
16,712
9,791
35,242
—
663 (4)
22,944
—
35,242
—
—
—
—
—
978
—
—
6,251
—
—
—
—
3,540
—
—
8,098
—
—
18,791
RSA/RSU/ESOP Shares
RSA/RSU
ESOP
Shares
Shares
80,605
47,939
96
6 (3)
—
—
—
—
—
—
48,135
—
RSA/RSU
ESOP
Shares
Shares
65,828
40,030
—
—
—
—
—
—
—
—
9,874
—
Richard Weil
Total outstanding interests in JHG share
Total shares held outright outside JHG share
schemes
schemes
Total interests in JHG
Roger Thompson
Total outstanding interests in JHG share
Total shares held outright outside JHG share
schemes
schemes
Total interests in JHG
Enrique Chang
schemes
schemes
Total interests in JHG
Suzanne Cain
Total outstanding interests in JHG share
Total shares held outright outside JHG share
Total outstanding interests in JHG share
Total shares held outright outside JHG share
schemes
schemes
Total interests in JHG
Total outstanding interests in JHG share
Total shares held outright outside JHG share
schemes
schemes
Total interests in JHG
Bruce Koepfgen
RSA/RSU
ESOP
Shares
Shares
132,214
38,543
268
17 (3)
—
—
—
—
60,683
—
—
(1) For Mr. Weil, the total amount reflects the number of units measured (58%) on December 31, 2020, based on TSR performance for his PSU
award granted in 2017. The shares from the 2017 PSU vested on February 4, 2021 and are not reflected in this table.
(2) The vested PSU amount represents the shares vesting from the 2016 PSU, which was measured on December 31, 2019, and vested on
February 4, 2020 after the calculation was approved by the Compensation Committee.
(3) The ESOP (401(k) and Employee Stock Ownership Plan) shares represent dividend reinvestments from prior employer contributions made
to the plan.
(4) The BAYE shares represent purchases made from employee contributions plus 1:1 matching shares (up to £1,800 per year).
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of JHG is comprised of Lawrence Kochard, Richard Gillingwater, Glenn Schafer and
Angela Seymour-Jackson. No member of the Compensation Committee was an officer or employee of the Company or
any of its subsidiaries during fiscal year 2020, and no member of the Compensation Committee was formerly an officer
2020(1)
4,571
214,390
554
219,515
934,639
1,154,154
—
2,718
31,558
—
16,451
50,727
56,578
107,305
80,409
102
80,511
304,114
384,625
95,984
—
95,984
—
95,984
110,074
285
110,359
188,015
298,374
Name
Richard Gillingwater
Glenn S. Schafer
Kalpana Desai
Jeffrey J. Diermeier
Kevin Dolan
Eugene Flood Jr.
Lawrence E. Kochard
Angela Seymour-Jackson
Tatsusaburo Yamamoto
Dividends on
unvested restricted
Other ($) (1) stock units ($) (2) Total ($)
—
—
—
2,260
1,750
1,750
1,750
—
—
24,039
26,299
12,761
14,511
1,750
60,157
61,907
—
—
—
—
—
—
—
—
—
—
—
(1) The amount includes company-funded UK tax preparation fees for U.S. Board members plus the membership fees for identity theft protection
services paid by JHG on behalf of the director. JHG also reimburses travel expenses for Board meetings which are not included in the above
table.
(2) This amount represents the value of dividend equivalents awarded in the form of RSUs in 2020 on all grants deferred under the Director Deferred
Fee Plan. The RSUs held by each independent director as of December 31, 2020, are as follows: Mr. Diermeier holds 9,177 RSUs; Mr. Kochard
holds 43,354 RSUs; and Mr. Schafer holds 17,311 RSUs.
Interests in JHG Shares
The following table shows the interests in JHG shares, both unvested shares held pursuant to JHG share plans and
beneficially owned, by executive directors and other named executives. The table also shows the movement in these
holdings during 2020:
Plan
RSA
PSU
ESOP
Type
Shares
Shares
Shares
Interest at
December 31,
2019
24,685
165,284
520
Vested
Vested in
Vested
previous
2020 not 2020 and years and
Awarded exercised exercised exercised Vested
20,114
23,831 (2)
—
—
96,933
34 (3)
—
—
—
—
—
—
Interest at
December 31,
2020(1)
Options
SAYE
BAYE
Shares
RSA/RSU/ESOP Shares
Options
LTIP
Shares
RSP
978
2,055
16,712
9,791
35,242
—
663 (4)
22,944
—
35,242
—
—
—
—
—
978
—
—
6,251
—
—
—
—
3,540
—
—
—
8,098
—
18,791
Richard Weil
Total outstanding interests in JHG share
schemes
Total shares held outright outside JHG share
schemes
Total interests in JHG
Roger Thompson
Total outstanding interests in JHG share
schemes
Total shares held outright outside JHG share
schemes
Total interests in JHG
Enrique Chang
RSA/RSU
ESOP
Shares
Shares
80,605
96
47,939
6 (3)
—
—
—
—
—
—
48,135
—
Total outstanding interests in JHG share
schemes
Total shares held outright outside JHG share
schemes
Total interests in JHG
Suzanne Cain
RSA/RSU
ESOP
Shares
Shares
65,828
—
40,030
—
—
—
—
—
—
—
9,874
—
Total outstanding interests in JHG share
schemes
Total shares held outright outside JHG share
schemes
Total interests in JHG
Bruce Koepfgen
RSA/RSU
ESOP
Shares
Shares
132,214
268
38,543
17 (3)
—
—
—
—
60,683
—
—
Total outstanding interests in JHG share
schemes
Total shares held outright outside JHG share
schemes
Total interests in JHG
4,571
214,390
554
219,515
934,639
1,154,154
—
2,718
31,558
—
16,451
50,727
56,578
107,305
80,409
102
80,511
304,114
384,625
95,984
—
95,984
—
95,984
110,074
285
110,359
188,015
298,374
(1) For Mr. Weil, the total amount reflects the number of units measured (58%) on December 31, 2020, based on TSR performance for his PSU
award granted in 2017. The shares from the 2017 PSU vested on February 4, 2021 and are not reflected in this table.
(2) The vested PSU amount represents the shares vesting from the 2016 PSU, which was measured on December 31, 2019, and vested on
February 4, 2020 after the calculation was approved by the Compensation Committee.
(3) The ESOP (401(k) and Employee Stock Ownership Plan) shares represent dividend reinvestments from prior employer contributions made
to the plan.
(4) The BAYE shares represent purchases made from employee contributions plus 1:1 matching shares (up to £1,800 per year).
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of JHG is comprised of Lawrence Kochard, Richard Gillingwater, Glenn Schafer and
Angela Seymour-Jackson. No member of the Compensation Committee was an officer or employee of the Company or
any of its subsidiaries during fiscal year 2020, and no member of the Compensation Committee was formerly an officer
132
133
of the Company or any of its subsidiaries or was a party to any disclosable related person transaction involving the
Company for the same period. During fiscal year 2020, none of the executive officers of the Company served on the
board of directors or on the compensation committee of any other entity that has or had executive officers serving as a
member of the Board of Directors or Compensation Committee of the Company.
Information responding to Item 407(e)(5) of SEC Regulation S-K is omitted because the Company is a “foreign private
issuer” as defined in SEC Rule 3b-4 under the Exchange Act.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Stock Ownership of Certain Beneficial Owners and Management
The table below sets forth information regarding beneficial ownership of our outstanding common stock as of
February 19, 2021, or as otherwise noted, by (i) beneficial owners of more than 5% of our outstanding common stock
who have publicly disclosed their ownership; (ii) each named executive officer (defined below) and each member of our
Board of Directors; and (iii) all of our executive officers and directors as a group. We have no knowledge of any
arrangement that would at a subsequent date result in a change in control of JHG.
Shares of Common Stock
Beneficially Owned (1)
Name
Trian Fund Management, L.P.(2)
Silchester International Investors LLP(3)
The Vanguard Group Inc.(4)
BlackRock, Inc.(5)
Richard Gillingwater, Chairman of the Board of Directors
Glenn S. Schafer, Deputy Chairman of the Board of Directors(6)
Richard Weil, CEO and Director
Alison Davis, Director
Kalpana Desai, Director
Jeffrey Diermeier, Director(6)
Kevin Dolan, Director
Eugene Flood Jr., Director
Lawrence Kochard, Director(6)
Angela Seymour-Jackson, Director
Roger Thompson, Chief Financial Officer
Enrique Chang, Chief Investment Officer
Suzanne Cain, Global Head of Distribution
Bruce Koepfgen, Head of North America
All directors and executive officers as a Group (14 persons)
*
Less than 1% of the outstanding shares.
Number
16,366,612
14,665,651
13,266,640
12,445,462
16,751
35,628
959,401
--
16,535
92,543
11,183
400
60,041
11,091
96,069
347,977
41,515
269,419
1,958,553
Percentage
9.50
8.51
7.70
7.22
*
*
*
*
*
*
*
*
*
*
*
*
*
*
1.14
Unless otherwise stated below, the principal address of each person is c/o Janus Henderson Group plc, 201 Bishopsgate,
London EC2M 3AE.
(1) Ownership, both direct and indirect, is based on the number of shares outstanding as of February 19, 2021.
Unvested PSU and RSU shares are excluded from this table; however, unvested RSU shares that will vest
within 60 days of February 19, 2021, and any shares that may be acquired upon the exercise of options
within 60 days of February 19, 2021 are included.
Equity compensation plans approved by shareholders
Plan category
Total
134
135
(2) Information regarding beneficial ownership of the shares by Trian Fund Management, L.P. (“Trian”) is
based on a Schedule 13F filed with the SEC on February 12, 2021, relating to such shares beneficially
owned as of December 31, 2020. Such report provides that Trian is the beneficial owner, has shared
dispositive power and shared voting power with respect to all shares. The address of Trian is 280 Park
Avenue, 41st Floor, New York, NY 10017.
(3) Information regarding beneficial ownership of the shares by Silchester International Investors LLP
(“Silchester”) is based on a Schedule 13F filed with the SEC on February 3, 2021, relating to such shares
beneficially owned as of December 31, 2020. Such report provides that Silchester is the beneficial owner,
has sole dispositive power and has sole voting power with respect to all shares. Silchester’s address is 1
Bruton Street London, W1J6TL, United Kingdom.
(4) Information regarding beneficial ownership of the shares by The Vanguard Group Inc. (“Vanguard”) is
based on a Schedule 13G filed with the SEC on February 10, 2020, relating to such shares beneficially
owned as of December 31, 2019. Such report provides that Vanguard is the beneficial owner, has sole
dispositive power with respect to 15,086,515 shares and shared dispositive power with respect to 89,314
shares. Such report provided that Vanguard has sole voting power with respect to 79,907 shares and shared
voting power with respect to 30,013 shares. Vanguard’s address is 100 Vanguard Blvd. Malvern, PA
19355.
(5) Information regarding beneficial ownership of the shares by BlackRock, Inc. (“BlackRock”) is based on a
Schedule 13G filed with the SEC on January 29, 2021, relating to such shares beneficially owned as of
December 31, 2020. Such report provides that BlackRock is the beneficial owner of and has sole
dispositive power with respect to all shares. Such report provides that BlackRock has sole voting power
with respect to 12,143,900 shares and shared voting power with respect to zero shares. BlackRock’s
address is 55 East 52nd Street, New York, NY 10055.
(6) Includes RSUs held by certain directors. Such restricted stock units do not have any voting rights, are
entitled to dividend equivalents and will be paid in shares of JHG common stock upon voluntary
termination of service as a director, all in accordance with the Director Deferred Fee Plan and JHG’s LTI
stock plans. The RSUs represented in the amounts shown are as follows: Mr. Diermeier – 9,177 units; Mr.
Kochard – 43,354 units; and Mr. Schafer – 17,311 units.
Equity Compensation Plan Information
The following table presents information, determined as of February 19, 2021, about outstanding awards and shares
remaining available for issuance under our equity-based LTI plans:
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
Number of
securities
to be
issued
upon
exercise of
options,
warrants
and rights
outstanding
Weighted-average
exercise price of
outstanding
options, warrants
(a)(# )
and rights ($)(b)
(c)(# )
50,332 (1) $
50,332 $
— (2)
—
7,634,813 (3)
7,634,813
of the Company or any of its subsidiaries or was a party to any disclosable related person transaction involving the
Company for the same period. During fiscal year 2020, none of the executive officers of the Company served on the
board of directors or on the compensation committee of any other entity that has or had executive officers serving as a
member of the Board of Directors or Compensation Committee of the Company.
Information responding to Item 407(e)(5) of SEC Regulation S-K is omitted because the Company is a “foreign private
issuer” as defined in SEC Rule 3b-4 under the Exchange Act.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Stock Ownership of Certain Beneficial Owners and Management
The table below sets forth information regarding beneficial ownership of our outstanding common stock as of
February 19, 2021, or as otherwise noted, by (i) beneficial owners of more than 5% of our outstanding common stock
who have publicly disclosed their ownership; (ii) each named executive officer (defined below) and each member of our
Board of Directors; and (iii) all of our executive officers and directors as a group. We have no knowledge of any
arrangement that would at a subsequent date result in a change in control of JHG.
Richard Gillingwater, Chairman of the Board of Directors
Glenn S. Schafer, Deputy Chairman of the Board of Directors(6)
Name
Trian Fund Management, L.P.(2)
Silchester International Investors LLP(3)
The Vanguard Group Inc.(4)
BlackRock, Inc.(5)
Richard Weil, CEO and Director
Alison Davis, Director
Kalpana Desai, Director
Jeffrey Diermeier, Director(6)
Kevin Dolan, Director
Eugene Flood Jr., Director
Lawrence Kochard, Director(6)
Angela Seymour-Jackson, Director
Roger Thompson, Chief Financial Officer
Enrique Chang, Chief Investment Officer
Suzanne Cain, Global Head of Distribution
Bruce Koepfgen, Head of North America
All directors and executive officers as a Group (14 persons)
*
Less than 1% of the outstanding shares.
Shares of Common Stock
Beneficially Owned (1)
Number
Percentage
16,366,612
14,665,651
13,266,640
12,445,462
16,751
35,628
959,401
--
16,535
92,543
11,183
400
60,041
11,091
96,069
347,977
41,515
269,419
1,958,553
9.50
8.51
7.70
7.22
*
*
*
*
*
*
*
*
*
*
*
*
*
*
1.14
(2) Information regarding beneficial ownership of the shares by Trian Fund Management, L.P. (“Trian”) is
based on a Schedule 13F filed with the SEC on February 12, 2021, relating to such shares beneficially
owned as of December 31, 2020. Such report provides that Trian is the beneficial owner, has shared
dispositive power and shared voting power with respect to all shares. The address of Trian is 280 Park
Avenue, 41st Floor, New York, NY 10017.
(3) Information regarding beneficial ownership of the shares by Silchester International Investors LLP
(“Silchester”) is based on a Schedule 13F filed with the SEC on February 3, 2021, relating to such shares
beneficially owned as of December 31, 2020. Such report provides that Silchester is the beneficial owner,
has sole dispositive power and has sole voting power with respect to all shares. Silchester’s address is 1
Bruton Street London, W1J6TL, United Kingdom.
(4) Information regarding beneficial ownership of the shares by The Vanguard Group Inc. (“Vanguard”) is
based on a Schedule 13G filed with the SEC on February 10, 2020, relating to such shares beneficially
owned as of December 31, 2019. Such report provides that Vanguard is the beneficial owner, has sole
dispositive power with respect to 15,086,515 shares and shared dispositive power with respect to 89,314
shares. Such report provided that Vanguard has sole voting power with respect to 79,907 shares and shared
voting power with respect to 30,013 shares. Vanguard’s address is 100 Vanguard Blvd. Malvern, PA
19355.
(5) Information regarding beneficial ownership of the shares by BlackRock, Inc. (“BlackRock”) is based on a
Schedule 13G filed with the SEC on January 29, 2021, relating to such shares beneficially owned as of
December 31, 2020. Such report provides that BlackRock is the beneficial owner of and has sole
dispositive power with respect to all shares. Such report provides that BlackRock has sole voting power
with respect to 12,143,900 shares and shared voting power with respect to zero shares. BlackRock’s
address is 55 East 52nd Street, New York, NY 10055.
(6) Includes RSUs held by certain directors. Such restricted stock units do not have any voting rights, are
entitled to dividend equivalents and will be paid in shares of JHG common stock upon voluntary
termination of service as a director, all in accordance with the Director Deferred Fee Plan and JHG’s LTI
stock plans. The RSUs represented in the amounts shown are as follows: Mr. Diermeier – 9,177 units; Mr.
Kochard – 43,354 units; and Mr. Schafer – 17,311 units.
Equity Compensation Plan Information
The following table presents information, determined as of February 19, 2021, about outstanding awards and shares
remaining available for issuance under our equity-based LTI plans:
Unless otherwise stated below, the principal address of each person is c/o Janus Henderson Group plc, 201 Bishopsgate,
London EC2M 3AE.
(1) Ownership, both direct and indirect, is based on the number of shares outstanding as of February 19, 2021.
Unvested PSU and RSU shares are excluded from this table; however, unvested RSU shares that will vest
within 60 days of February 19, 2021, and any shares that may be acquired upon the exercise of options
within 60 days of February 19, 2021 are included.
Plan category
Equity compensation plans approved by shareholders
Total
134
135
Number of
securities
to be
issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)(# )
50,332 (1) $
50,332 $
Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)(b)
— (2)
—
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)(# )
7,634,813 (3)
7,634,813
(1) Includes the legacy Henderson Group plc Long Term Incentive Plan (“LTIP”); however, we do not intend to
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
issue any further awards under this compensation plan
(2) There is no exercise price associated with the outstanding LTIP.
Includes the Janus Henderson Group plc Deferred Incentive Plan and the 2012 Employment Inducement Plan. As of
February 19, 2021, approximately 7,202,316 shares of restricted stock were available for future issuance under the
Janus Henderson Group plc Deferred Incentive Plan (includes 193,866 reserved shares representing 200% of Dick
Weil's 2020 PSU award). Also, as of February 19, 2021, approximately 432,497 shares were available for future
issuance under the EIA Plan.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Related Party Transaction Policy
Our related party transaction approval policy provides that related party transactions must be pre-approved by the Audit
Committee. Related party transactions include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which
JHG was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will
have a direct or indirect material interest. Related persons may include JHG’s directors, executive officers, significant
shareholders, and immediate family members and affiliates of such persons. Our related party transaction approval
policy is part of our Code of Business Conduct available on our website at www.janushenderson.com/ir under “About
Janus Henderson — Governance Policies and Statements.”
Related Party Transactions
Certain of our directors and executive officers, as well as their immediate family members, from time to time may invest
their personal funds in JHG funds on substantially the same terms and conditions as other similarly situated investors in
these funds who are not our directors, officers or employees.
None of our directors or senior management has or has had (i) any material interest in any transaction with us or any of
our subsidiaries or (ii) any interest in any transaction which is or was unusual in its nature or conditions or is or was
significant to our business and which was effected by us or any of our subsidiaries in the preceding three financial years.
There are no outstanding loans or guarantees provided by us or any of our subsidiaries for the benefit of our directors or
senior management.
Board of Directors Independence Determination
The Board of Directors has established criteria for determining if a director is independent from management. These
criteria follow the director independence criteria contained in the NYSE Listing Standards and are identified in our
Corporate Governance Guidelines available on our website at www.janushenderson.com/ir under “Corporate
Governance — Governance Policies and Statements.” In determining the independence of the directors, the Board
reviewed and considered all relationships between each director (and any member of his or her immediate family) and
us. Based on that review and our independence criteria, the Board affirmatively determined that all directors are
independent (including our former director, Mr. Yamamoto, who resigned on February 4, 2021), except for Mr. Weil,
our CEO. In addition, all members of the Audit, Compensation, Nominating and Corporate Governance, and Risk
Committees are independent.
Fees Incurred by JHG for PricewaterhouseCoopers
The following table shows the fees paid or accrued by the Company and its consolidated funds for audit and other
services provided by PricewaterhouseCoopers for fiscal years ending December 31, 2020 and 2019, respectively:
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
All other fees (4)
Total
2020 ($)
2019 ($)
3,783,313
3,023,000
825,130
9,167
599,935
916,957
13,867
595,155
5,217,545
4,548,979
(1) Audit services consisted of the audit of JHG’s consolidated financial statements included in its Annual Report on
Form 10-K, reviews of the condensed consolidated financial statements included in its quarterly reports on
Form 10-Q, attestation work required by Section 404 of the Sarbanes-Oxley Act of 2002 and other audit services
that are normally provided in connection with statutory or regulatory filings.
(2) Audit-related fees consisted of financial accounting and SEC reporting consultations, issuance of consent letters,
audit of JHG’s benefit plans and other audit services not required by statute or regulation.
(3) Tax compliance fees consisted of tax return filings for certain foreign jurisdictions, assistance with tax audits and
miscellaneous state and federal income tax-related issues.
(4) All other fees in 2019 and 2020 represent other non-audit-related fees.
The Audit Committee has determined that the provision of the services described above is compatible with maintaining
the independence of PricewaterhouseCoopers.
Audit Committee Approval Policies and Procedures
All services performed by PricewaterhouseCoopers were approved in accordance with the approval policy and
procedures adopted by the Audit Committee. This policy describes the permitted audit, audit-related, tax and other
services (collectively, the “Disclosure Categories”) that our independent auditor may perform. The policy requires that a
description of the services expected to be performed by our independent auditor in each of the Disclosure Categories be
presented to the Audit Committee for approval and cannot commence until such approval has been granted. Normally,
approval is provided at regularly scheduled meetings. However, as previously mentioned the authority to grant specific
preapproval between meetings, as necessary, has been delegated to the Chairman of the Audit Committee. The Chairman
must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific
approval.
In addition, although not required by the rules and regulations of the SEC, the Audit Committee generally approves a
narrow range of fees associated with each proposed service. Providing a range of fees for a service incorporates
appropriate oversight and control of the independent auditor relationship, while permitting JHG to receive immediate
assistance from the independent auditor when time is of the essence.
At each meeting, the Audit Committee reviews the status of services and fees incurred year-to-date against the original
approved services and the forecast of remaining services and fees for the fiscal year.
136
137
(1) Includes the legacy Henderson Group plc Long Term Incentive Plan (“LTIP”); however, we do not intend to
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
issue any further awards under this compensation plan
(2) There is no exercise price associated with the outstanding LTIP.
Includes the Janus Henderson Group plc Deferred Incentive Plan and the 2012 Employment Inducement Plan. As of
February 19, 2021, approximately 7,202,316 shares of restricted stock were available for future issuance under the
Janus Henderson Group plc Deferred Incentive Plan (includes 193,866 reserved shares representing 200% of Dick
Weil's 2020 PSU award). Also, as of February 19, 2021, approximately 432,497 shares were available for future
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
issuance under the EIA Plan.
INDEPENDENCE
Related Party Transaction Policy
Our related party transaction approval policy provides that related party transactions must be pre-approved by the Audit
Committee. Related party transactions include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which
JHG was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will
have a direct or indirect material interest. Related persons may include JHG’s directors, executive officers, significant
shareholders, and immediate family members and affiliates of such persons. Our related party transaction approval
policy is part of our Code of Business Conduct available on our website at www.janushenderson.com/ir under “About
Janus Henderson — Governance Policies and Statements.”
Related Party Transactions
Certain of our directors and executive officers, as well as their immediate family members, from time to time may invest
their personal funds in JHG funds on substantially the same terms and conditions as other similarly situated investors in
these funds who are not our directors, officers or employees.
None of our directors or senior management has or has had (i) any material interest in any transaction with us or any of
our subsidiaries or (ii) any interest in any transaction which is or was unusual in its nature or conditions or is or was
significant to our business and which was effected by us or any of our subsidiaries in the preceding three financial years.
There are no outstanding loans or guarantees provided by us or any of our subsidiaries for the benefit of our directors or
senior management.
Board of Directors Independence Determination
The Board of Directors has established criteria for determining if a director is independent from management. These
criteria follow the director independence criteria contained in the NYSE Listing Standards and are identified in our
Corporate Governance Guidelines available on our website at www.janushenderson.com/ir under “Corporate
Governance — Governance Policies and Statements.” In determining the independence of the directors, the Board
reviewed and considered all relationships between each director (and any member of his or her immediate family) and
us. Based on that review and our independence criteria, the Board affirmatively determined that all directors are
independent (including our former director, Mr. Yamamoto, who resigned on February 4, 2021), except for Mr. Weil,
our CEO. In addition, all members of the Audit, Compensation, Nominating and Corporate Governance, and Risk
Committees are independent.
Fees Incurred by JHG for PricewaterhouseCoopers
The following table shows the fees paid or accrued by the Company and its consolidated funds for audit and other
services provided by PricewaterhouseCoopers for fiscal years ending December 31, 2020 and 2019, respectively:
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
All other fees (4)
Total
2020 ($)
3,783,313
825,130
9,167
599,935
5,217,545
2019 ($)
3,023,000
916,957
13,867
595,155
4,548,979
(1) Audit services consisted of the audit of JHG’s consolidated financial statements included in its Annual Report on
Form 10-K, reviews of the condensed consolidated financial statements included in its quarterly reports on
Form 10-Q, attestation work required by Section 404 of the Sarbanes-Oxley Act of 2002 and other audit services
that are normally provided in connection with statutory or regulatory filings.
(2) Audit-related fees consisted of financial accounting and SEC reporting consultations, issuance of consent letters,
audit of JHG’s benefit plans and other audit services not required by statute or regulation.
(3) Tax compliance fees consisted of tax return filings for certain foreign jurisdictions, assistance with tax audits and
miscellaneous state and federal income tax-related issues.
(4) All other fees in 2019 and 2020 represent other non-audit-related fees.
The Audit Committee has determined that the provision of the services described above is compatible with maintaining
the independence of PricewaterhouseCoopers.
Audit Committee Approval Policies and Procedures
All services performed by PricewaterhouseCoopers were approved in accordance with the approval policy and
procedures adopted by the Audit Committee. This policy describes the permitted audit, audit-related, tax and other
services (collectively, the “Disclosure Categories”) that our independent auditor may perform. The policy requires that a
description of the services expected to be performed by our independent auditor in each of the Disclosure Categories be
presented to the Audit Committee for approval and cannot commence until such approval has been granted. Normally,
approval is provided at regularly scheduled meetings. However, as previously mentioned the authority to grant specific
preapproval between meetings, as necessary, has been delegated to the Chairman of the Audit Committee. The Chairman
must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific
approval.
In addition, although not required by the rules and regulations of the SEC, the Audit Committee generally approves a
narrow range of fees associated with each proposed service. Providing a range of fees for a service incorporates
appropriate oversight and control of the independent auditor relationship, while permitting JHG to receive immediate
assistance from the independent auditor when time is of the essence.
At each meeting, the Audit Committee reviews the status of services and fees incurred year-to-date against the original
approved services and the forecast of remaining services and fees for the fiscal year.
136
137
32.1
Certification of Richard Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Roger Thompson, Chief Financial Officer of Registrant, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Insurance Document – the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* Compensatory plan or agreement.
Incorporated by reference:
Incorporated
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
31.2
Certification of Roger Thompson, Chief Financial Officer of Registrant
PART IV
31.1
Certification of Richard Weil, Chief Executive Officer of Registrant
(a) List of Documents Filed as Part of This Report
(1) Financial Statements
The financial statements and related notes, together with the report of PricewaterhouseCoopers LLP dated February 24,
2021, appear in Part II, Item 8, Financial Statements and Supplementary Data.
(2) Financial Statement Schedules
No financial statement schedules are required.
(3) List of Exhibits
Filed with this Report:
(b) Exhibits
Exhibit No.
Document
10.26
Janus Henderson Group Global Remuneration Policy Statement*
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
10.27.1
Form of US Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
2021*
10.27.2
Form of UK Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
2021*
10.27.3
Form of Performance Share Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
2021*
10.27.4
Form of US Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021*
10.27.5
Form of UK Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021*
21.1
List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K
23.1
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (United
States)
23.2
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (United
Kingdom)
24.1
Power of Attorney (included as a part of the Signature pages to this report)
138
139
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
31.2
Certification of Roger Thompson, Chief Financial Officer of Registrant
PART IV
31.1
Certification of Richard Weil, Chief Executive Officer of Registrant
(a) List of Documents Filed as Part of This Report
(1) Financial Statements
The financial statements and related notes, together with the report of PricewaterhouseCoopers LLP dated February 24,
2021, appear in Part II, Item 8, Financial Statements and Supplementary Data.
32.1
Certification of Richard Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Roger Thompson, Chief Financial Officer of Registrant, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Insurance Document – the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
* Compensatory plan or agreement.
Incorporated by reference:
Incorporated
(2) Financial Statement Schedules
No financial statement schedules are required.
(3) List of Exhibits
Filed with this Report:
(b) Exhibits
Exhibit No.
10.26
Janus Henderson Group Global Remuneration Policy Statement*
Document
10.27.1
Form of US Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
10.27.2
Form of UK Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
10.27.3
Form of Performance Share Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
10.27.4
Form of US Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021*
10.27.5
Form of UK Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021*
21.1
List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K
23.1
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (United
23.2
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP (United
24.1
Power of Attorney (included as a part of the Signature pages to this report)
2021*
2021*
2021*
States)
Kingdom)
138
139
Exhibit No.
Exhibit Description
(10) Material Contracts
2.1
3.1.1
3.1.2
4.1
4.2
4.3
4.3.2
4.3.3
4.4
4.5
4.6
4.7
4.8
4.9
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
Agreement and Plan of Merger, dated October 3, 2016, by and among Janus Capital Group Inc.,
Henderson Group plc and Horizon Orbit Corp, is hereby incorporated by reference from Exhibit 2.1 to
JCG’s Current Report on Form 8-K, dated October 3, 2016 (File No. 001-15253)
(3) Articles of Incorporation and Bylaws
Memorandum of Association of Janus Henderson Group plc, is hereby incorporated by reference from
Exhibit 3.1 to JHG’s Current Report on Form 8-K, dated May 30, 2017
Articles of Association of Janus Henderson Group plc, is hereby incorporated by reference from
Exhibit 3.2 to JHG’s Current Report on Form 8-K, dated May 30, 2017
(4) Instruments Defining the Rights of Security Holders, Including Indentures
Description of Securities is hereby incorporated by reference to Exhibit 4.3 to JHG’s Annual Report on
Form 10-K for the year ended December 31, 2019 for the year ended December 31, 2017 (File No. 001-
38103)
Specimen of Common Stock Certificate is hereby incorporated by reference from Exhibit 4.1 to JHG’s
Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-252714)
Indenture dated as of November 6, 2001 (the “Base Indenture”), between Janus Capital Group Inc. and
The Bank of New York Trust Company N.A. (as successor to The Chase Manhattan Bank), is hereby
incorporated by reference from Exhibit 4.1 to JCG’s Current Report on Form 8-K, dated November 6,
2001 (File No. 001-15253)
Officer's Certificate pursuant to the Base Indenture establishing the terms of the 2025 Senior Notes is
hereby incorporated by reference from Exhibit 4.1 to JCG's Current Report on Form 8-K, dated July 28,
2015 (File No. 001-15253)
Fifth Supplemental Indenture to the Base Indenture, dated as of May 30, 2017, among Janus Capital
Group Inc., Henderson Group plc and The Bank of New York Mellon Trust Company N.A., is hereby
incorporated by reference from Exhibit 4.5 to JHG’s Current Report on Form 8-K, dated May 30, 2017
Form of Global Notes for the 2025 Senior Notes, is hereby incorporated by reference from Exhibit 4.2 to
JCG’s Current Report on Form 8-K, dated July 31, 2015 (File No. 001-15253)
Form of Indenture for debt securities between Janus Henderson Group plc and the trustee to be named
therein is hereby incorporated by reference from Exhibit 4.2 to JHG’s Registration Statement on
Form S-3, filed on February 4, 2021 (File No. 333-252714)
Form of Warrant Agreement (including form of Warrant Certificate) is hereby incorporated by reference
from Exhibit 4.3 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-
252714)*
Form of Subscription Rights Agreement (including form of Subscription Rights Certificate) is hereby
incorporated by reference from Exhibit 4.4 to JHG’s Registration Statement on Form S-3, filed on
February 4, 2021 (File No. 333-252714)
Form of Purchase Contract Agreement (including form of Purchase Contract Certificate) is hereby
incorporated by reference from Exhibit 4.5 to JHG’s Registration Statement on Form S-3, filed on
February 4, 2021 (File No. 333-252714)
Form of Purchase Unit Agreement (including form of Purchase Unit Certificate) is hereby incorporated by
reference from Exhibit 4.6 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File
No. 333-252714)
10.1
Facility Agreement, dated 16 February 2017, for US$200,000,000 Revolving Credit Facility for
Henderson Group plc arranged by Bank of America Merrill Lynch International Limited as Coordinator,
Bookrunner and Mandated Lead Arranger with Bank of America Merrill Lynch International Limited as
Facility Agent, is hereby incorporated by reference from Exhibit 1.1 to JHG’s Current Report on
Form 8-K, dated May 30, 2017
10.2
10.3
Form of Instrument of Indemnity, is hereby incorporated by reference from Exhibit 10.16 to JHG’s
Registration Statement on Form F-4, filed on March 20, 2017 (File No. 333-216824)
Janus Henderson Group plc Third Amended and Restated 2010 Deferred Incentive Stock Plan, effective
February 3, 2020, is hereby incorporated by reference from Exhibit 4.2 to JHG’s Registration Statement
on Form S-8, filed on February 27, 2020 (File No. 333-236685)*
10.3.1
Form of US Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.1 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
10.3.2
Form of UK Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.2 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
10.3.3
Form of Performance Share Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.3 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
10.3.4
Form of US Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020, is hereby
incorporated by reference to Exhibit 10.24.4 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2019 (File No. 333-38103)*
10.3.5
Form of UK Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020, is hereby
incorporated by reference to Exhibit 10.24.5 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2019 (File No. 333-38103)*
10.3.6
Form of Matching Restricted Stock Unit Award Agreement for grants to executive officers under the
Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
2020, is hereby incorporated by reference to Exhibit 10.24.6 of JHG’s Annual Report on Form 10-K for
the year ended December 31, 2019 (File No. 333-38103)*
10.4
Second Amended and Restated 2010 Long-Term Incentive Stock Plan, effective May 30, 2017, is hereby
incorporated by reference from Exhibit 4.12 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
10.4.1
Form of Performance Share Unit Award, effective for awards granted in 2018 to the company’s co-Chief
Executive Officers Richard Weil and Andrew Formica, is incorporated by reference from Exhibit 10.20.9
to JHG’s Annual Report on Form 10-K for the year ended December 31, 2018*
10.4.2
Long Term Incentive Award Acceptance Form with Appendix A (Terms of Restricted Stock Unit Award),
Appendix B (Additional Terms of Restricted Stock Unit Award) and Appendix C (Forfeiture and
Clawback) effective August 11, 2017, is hereby incorporated by reference from Exhibit 10.32 to JHG’s
Annual Report on *
140
141
Exhibit No.
Exhibit Description
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1
Agreement and Plan of Merger, dated October 3, 2016, by and among Janus Capital Group Inc.,
Henderson Group plc and Horizon Orbit Corp, is hereby incorporated by reference from Exhibit 2.1 to
JCG’s Current Report on Form 8-K, dated October 3, 2016 (File No. 001-15253)
(3) Articles of Incorporation and Bylaws
3.1.1
Memorandum of Association of Janus Henderson Group plc, is hereby incorporated by reference from
Exhibit 3.1 to JHG’s Current Report on Form 8-K, dated May 30, 2017
3.1.2
Articles of Association of Janus Henderson Group plc, is hereby incorporated by reference from
Exhibit 3.2 to JHG’s Current Report on Form 8-K, dated May 30, 2017
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Description of Securities is hereby incorporated by reference to Exhibit 4.3 to JHG’s Annual Report on
Form 10-K for the year ended December 31, 2019 for the year ended December 31, 2017 (File No. 001-
38103)
Specimen of Common Stock Certificate is hereby incorporated by reference from Exhibit 4.1 to JHG’s
Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-252714)
Indenture dated as of November 6, 2001 (the “Base Indenture”), between Janus Capital Group Inc. and
The Bank of New York Trust Company N.A. (as successor to The Chase Manhattan Bank), is hereby
incorporated by reference from Exhibit 4.1 to JCG’s Current Report on Form 8-K, dated November 6,
4.3.2
Officer's Certificate pursuant to the Base Indenture establishing the terms of the 2025 Senior Notes is
hereby incorporated by reference from Exhibit 4.1 to JCG's Current Report on Form 8-K, dated July 28,
2001 (File No. 001-15253)
2015 (File No. 001-15253)
4.3.3
Fifth Supplemental Indenture to the Base Indenture, dated as of May 30, 2017, among Janus Capital
Group Inc., Henderson Group plc and The Bank of New York Mellon Trust Company N.A., is hereby
incorporated by reference from Exhibit 4.5 to JHG’s Current Report on Form 8-K, dated May 30, 2017
Form of Global Notes for the 2025 Senior Notes, is hereby incorporated by reference from Exhibit 4.2 to
JCG’s Current Report on Form 8-K, dated July 31, 2015 (File No. 001-15253)
Form of Indenture for debt securities between Janus Henderson Group plc and the trustee to be named
therein is hereby incorporated by reference from Exhibit 4.2 to JHG’s Registration Statement on
Form S-3, filed on February 4, 2021 (File No. 333-252714)
4.6
Form of Warrant Agreement (including form of Warrant Certificate) is hereby incorporated by reference
from Exhibit 4.3 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-
252714)*
4.7
Form of Subscription Rights Agreement (including form of Subscription Rights Certificate) is hereby
incorporated by reference from Exhibit 4.4 to JHG’s Registration Statement on Form S-3, filed on
February 4, 2021 (File No. 333-252714)
4.8
Form of Purchase Contract Agreement (including form of Purchase Contract Certificate) is hereby
incorporated by reference from Exhibit 4.5 to JHG’s Registration Statement on Form S-3, filed on
February 4, 2021 (File No. 333-252714)
4.9
Form of Purchase Unit Agreement (including form of Purchase Unit Certificate) is hereby incorporated by
reference from Exhibit 4.6 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File
No. 333-252714)
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.3.1
10.3.2
10.3.3
10.3.4
10.3.5
10.3.6
10.4
10.4.1
10.4.2
(10) Material Contracts
Facility Agreement, dated 16 February 2017, for US$200,000,000 Revolving Credit Facility for
Henderson Group plc arranged by Bank of America Merrill Lynch International Limited as Coordinator,
Bookrunner and Mandated Lead Arranger with Bank of America Merrill Lynch International Limited as
Facility Agent, is hereby incorporated by reference from Exhibit 1.1 to JHG’s Current Report on
Form 8-K, dated May 30, 2017
Form of Instrument of Indemnity, is hereby incorporated by reference from Exhibit 10.16 to JHG’s
Registration Statement on Form F-4, filed on March 20, 2017 (File No. 333-216824)
Janus Henderson Group plc Third Amended and Restated 2010 Deferred Incentive Stock Plan, effective
February 3, 2020, is hereby incorporated by reference from Exhibit 4.2 to JHG’s Registration Statement
on Form S-8, filed on February 27, 2020 (File No. 333-236685)*
Form of US Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.1 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
Form of UK Restricted Stock Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.2 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
Form of Performance Share Unit Award Agreement for grants to executive officers under the Janus
Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020,
is hereby incorporated by reference to Exhibit 10.24.3 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2019 (File No. 333-38103)*
Form of US Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020, is hereby
incorporated by reference to Exhibit 10.24.4 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2019 (File No. 333-38103)*
Form of UK Fund Award Agreement for grants to executive officers under the Janus Henderson Group
Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2020, is hereby
incorporated by reference to Exhibit 10.24.5 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2019 (File No. 333-38103)*
Form of Matching Restricted Stock Unit Award Agreement for grants to executive officers under the
Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1,
2020, is hereby incorporated by reference to Exhibit 10.24.6 of JHG’s Annual Report on Form 10-K for
the year ended December 31, 2019 (File No. 333-38103)*
Second Amended and Restated 2010 Long-Term Incentive Stock Plan, effective May 30, 2017, is hereby
incorporated by reference from Exhibit 4.12 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
Form of Performance Share Unit Award, effective for awards granted in 2018 to the company’s co-Chief
Executive Officers Richard Weil and Andrew Formica, is incorporated by reference from Exhibit 10.20.9
to JHG’s Annual Report on Form 10-K for the year ended December 31, 2018*
Long Term Incentive Award Acceptance Form with Appendix A (Terms of Restricted Stock Unit Award),
Appendix B (Additional Terms of Restricted Stock Unit Award) and Appendix C (Forfeiture and
Clawback) effective August 11, 2017, is hereby incorporated by reference from Exhibit 10.32 to JHG’s
Annual Report on *
140
141
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
Second Amended and Restated 2005 Long Term Incentive Stock Plan, effective May 30, 2017, is hereby
incorporated by reference from Exhibit 4.11 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
Second Amended and Restated 2012 Employment Inducement Award Plan, effective May 30, 2017, is
hereby incorporated by reference from Exhibit 4.9 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
Third Amended and Restated Employee Stock Purchase Plan, effective April 1, 2019, is hereby
incorporated by reference from Exhibit 10.19.9 to JHG’s Form 10-Q, filed on May 2, 2019 (File
No. 333-218365)*
Janus Henderson Group plc Fourth Amended and Restated Mutual Fund Share Investment Plan, effective
May 30, 2017, is hereby incorporated by reference from Exhibit 10.7 to JHG’s Form 10-Q, filed on
August 8, 2017 (File No. 001-38103)*
Janus Henderson Group plc Amended and Restated 2013 Management Incentive Compensation Plan,
effective January 1, 2013, is hereby incorporated by reference from Exhibit 10.8 to JHG’s Form 10-Q,
filed on August 8, 2017 (File No. 001-38103)*
Janus Henderson Group plc Second Amended and Restated Income Deferral Program, effective May 30,
2017, is hereby incorporated by reference from Exhibit 10.9 to JHG’s Form 10-Q, filed on August 8, 2017
(File No. 001-38103)*
Janus Henderson Group plc Fourth Amended and Restated Director Deferred Fee Plan, effective May 30,
2017, is hereby incorporated by reference from Exhibit 10.10 to JHG’s Form 10-Q, filed on August 8,
2017 (File No. 001-38103)*
Henderson Group plc Long Term Incentive Plan (LTIP), is hereby incorporated by reference from Exhibit
10.7 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
10.20.7
Amendment No. 7 to Janus 401(k) Plan, effective July 1, 2017, is hereby incorporated by reference from
Exhibit 10.19.7 to JHG’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.
Henderson Group Sharesave Scheme, is hereby incorporated by reference from Exhibit 10.8 to JHG’s
Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
The Henderson Executive Shared Ownership Plan (ExSOP), is hereby incorporated by reference from
Exhibit 10.9 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
333-216824)*
Rules of the Henderson Group plc Deferred Equity Plan (DEP), is hereby incorporated by reference from
Exhibit 10.10 to Registrant’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
333-216824)*
Trust Deed of the Henderson Buy-As-You-Earn Plan (BAYE), is hereby incorporated by reference from
Exhibit 10.11 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
333-216824)*
The Henderson Group plc Company Share Option Plan, is hereby incorporated by reference from Exhibit
10.12 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
Rules of the Henderson Group plc International Buy As You Earn Plan (International BAYE), is hereby
incorporated by reference from Exhibit 10.13 to JHG’s Registration Statement on Form F-4 filed on
March, 20, 2017 (File No. 333-216824)*
Henderson Group plc Restricted Share Plan, is hereby incorporated by reference from Exhibit 10.14 to
JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
142
143
10.20
Janus Capital Group Inc. 401(k) and Employee Stock Ownership Plan, as amended and restated, effective
January 1, 2014, is hereby incorporated by reference from Exhibit 10.8 to JCG’s Annual Report on Form
10-K for the year ended December 31, 2014 (File No. 001-15253)*
10.20.1
Amendment No. 1 to Janus 401(k) Plan, effective January 1, 2014, is hereby incorporated by reference
from Exhibit 10.9 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No.
10.20.2
Amendment No. 2 to Janus 401(k) Plan, effective January 1, 2015, is hereby incorporated by reference
from Exhibit 10.9.2 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2015 (File
10.20.3
Amendment No. 3 to Janus 401(k) Plan, effective January 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.3 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2015 (File
10.20.4
Amendment No. 4 to Janus 401(k) Plan, effective September 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.4 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
10.20.5
Amendment No. 5 to Janus 401(k) Plan, effective September 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.5 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
10.20.6
Amendment No. 6 to Janus 401(k) Plan, effective August 31, 2016, is hereby incorporated by reference
from Exhibit 10.9.6 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
001-15253)*
No. 001-15253)*
No. 001-15253)*
No. 001-15253)*
No. 001-15253)*
No. 001-15253)*
001-38103)*
No. 001-38103)*
10.20.8
Amendment No. 8 to Janus 401(k) Plan, effective December 28, 2017, is hereby incorporated by reference
from Exhibit 10.19.8 to JHG’s Annual Report on Form 10-K for the year ended December 31, 2017 (File
10.21
Service agreement between Janus Henderson Group and Richard Weil, effective from August 1, 2018, is
hereby incorporated by reference from Exhibit 10.33 to JHG’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018 (File No. 001-38103)*
10.22
Summary of Janus Henderson Group plc Non-Executive Director Compensation Program effective
May 30, 2017, is hereby incorporated by reference from Exhibit 10.24 to JHG’s Annual Report on Form
10-K for the year ended December 31, 2017 (File No. 001-38103)*
10.23
Amended and Restated Investment and Strategic Cooperation Agreement, dated October 3, 2016, by and
among Henderson Group plc, Janus Capital Group Inc. and Dai-ichi Life Holdings, Inc., is hereby
incorporated by reference from Exhibit 10.1 to JHG’s Registration Statement on Form F-4, filed on
March 20, 2017 (File No. 333-216824)
10.24
Termination and Amendment Agreement, dated as of February 4, 2021, by and between Janus Henderson
Group plc and Dai-ichi Life Holdings, Inc., is hereby incorporated by reference from Exhibit 10.1 to
JHG’s Current Report on Form 8 K, dated February 27, 2021 (File No. 333-38103)
10.25
Service Agreement between Henderson Group plc and Roger Thompson, effective from June 26, 2013, is
hereby incorporated by reference from Exhibit 10.5 to JHG’s Registration Statement on Form F-4, filed
on March 20, 2017 (File No. 333-216824)*
* Management contract or compensatory plan or agreement.
10.5
Second Amended and Restated 2005 Long Term Incentive Stock Plan, effective May 30, 2017, is hereby
incorporated by reference from Exhibit 4.11 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
10.6
Second Amended and Restated 2012 Employment Inducement Award Plan, effective May 30, 2017, is
hereby incorporated by reference from Exhibit 4.9 to JHG’s Registration Statement on Form S-8, filed on
May 31, 2017 (File No. 333-218365)*
10.7
Third Amended and Restated Employee Stock Purchase Plan, effective April 1, 2019, is hereby
incorporated by reference from Exhibit 10.19.9 to JHG’s Form 10-Q, filed on May 2, 2019 (File
No. 333-218365)*
10.8
Janus Henderson Group plc Fourth Amended and Restated Mutual Fund Share Investment Plan, effective
May 30, 2017, is hereby incorporated by reference from Exhibit 10.7 to JHG’s Form 10-Q, filed on
August 8, 2017 (File No. 001-38103)*
10.9
Janus Henderson Group plc Amended and Restated 2013 Management Incentive Compensation Plan,
effective January 1, 2013, is hereby incorporated by reference from Exhibit 10.8 to JHG’s Form 10-Q,
filed on August 8, 2017 (File No. 001-38103)*
10.10
Janus Henderson Group plc Second Amended and Restated Income Deferral Program, effective May 30,
2017, is hereby incorporated by reference from Exhibit 10.9 to JHG’s Form 10-Q, filed on August 8, 2017
10.11
Janus Henderson Group plc Fourth Amended and Restated Director Deferred Fee Plan, effective May 30,
2017, is hereby incorporated by reference from Exhibit 10.10 to JHG’s Form 10-Q, filed on August 8,
(File No. 001-38103)*
2017 (File No. 001-38103)*
10.12
Henderson Group plc Long Term Incentive Plan (LTIP), is hereby incorporated by reference from Exhibit
10.7 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
10.13
Henderson Group Sharesave Scheme, is hereby incorporated by reference from Exhibit 10.8 to JHG’s
Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
10.14
The Henderson Executive Shared Ownership Plan (ExSOP), is hereby incorporated by reference from
Exhibit 10.9 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
10.15
Rules of the Henderson Group plc Deferred Equity Plan (DEP), is hereby incorporated by reference from
Exhibit 10.10 to Registrant’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
10.16
Trust Deed of the Henderson Buy-As-You-Earn Plan (BAYE), is hereby incorporated by reference from
Exhibit 10.11 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No.
333-216824)*
333-216824)*
333-216824)*
10.17
The Henderson Group plc Company Share Option Plan, is hereby incorporated by reference from Exhibit
10.12 to JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
10.18
Rules of the Henderson Group plc International Buy As You Earn Plan (International BAYE), is hereby
incorporated by reference from Exhibit 10.13 to JHG’s Registration Statement on Form F-4 filed on
March, 20, 2017 (File No. 333-216824)*
10.19
Henderson Group plc Restricted Share Plan, is hereby incorporated by reference from Exhibit 10.14 to
JHG’s Registration Statement on Form F-4 filed on March, 20, 2017 (File No. 333-216824)*
10.20
10.20.1
10.20.2
10.20.3
10.20.4
10.20.5
10.20.6
10.20.7
10.20.8
10.21
10.22
10.23
10.24
10.25
Janus Capital Group Inc. 401(k) and Employee Stock Ownership Plan, as amended and restated, effective
January 1, 2014, is hereby incorporated by reference from Exhibit 10.8 to JCG’s Annual Report on Form
10-K for the year ended December 31, 2014 (File No. 001-15253)*
Amendment No. 1 to Janus 401(k) Plan, effective January 1, 2014, is hereby incorporated by reference
from Exhibit 10.9 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No.
001-15253)*
Amendment No. 2 to Janus 401(k) Plan, effective January 1, 2015, is hereby incorporated by reference
from Exhibit 10.9.2 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2015 (File
No. 001-15253)*
Amendment No. 3 to Janus 401(k) Plan, effective January 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.3 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2015 (File
No. 001-15253)*
Amendment No. 4 to Janus 401(k) Plan, effective September 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.4 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
No. 001-15253)*
Amendment No. 5 to Janus 401(k) Plan, effective September 1, 2016, is hereby incorporated by reference
from Exhibit 10.9.5 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
No. 001-15253)*
Amendment No. 6 to Janus 401(k) Plan, effective August 31, 2016, is hereby incorporated by reference
from Exhibit 10.9.6 to JCG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File
No. 001-15253)*
Amendment No. 7 to Janus 401(k) Plan, effective July 1, 2017, is hereby incorporated by reference from
Exhibit 10.19.7 to JHG’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No.
001-38103)*
Amendment No. 8 to Janus 401(k) Plan, effective December 28, 2017, is hereby incorporated by reference
from Exhibit 10.19.8 to JHG’s Annual Report on Form 10-K for the year ended December 31, 2017 (File
No. 001-38103)*
Service agreement between Janus Henderson Group and Richard Weil, effective from August 1, 2018, is
hereby incorporated by reference from Exhibit 10.33 to JHG’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018 (File No. 001-38103)*
Summary of Janus Henderson Group plc Non-Executive Director Compensation Program effective
May 30, 2017, is hereby incorporated by reference from Exhibit 10.24 to JHG’s Annual Report on Form
10-K for the year ended December 31, 2017 (File No. 001-38103)*
Amended and Restated Investment and Strategic Cooperation Agreement, dated October 3, 2016, by and
among Henderson Group plc, Janus Capital Group Inc. and Dai-ichi Life Holdings, Inc., is hereby
incorporated by reference from Exhibit 10.1 to JHG’s Registration Statement on Form F-4, filed on
March 20, 2017 (File No. 333-216824)
Termination and Amendment Agreement, dated as of February 4, 2021, by and between Janus Henderson
Group plc and Dai-ichi Life Holdings, Inc., is hereby incorporated by reference from Exhibit 10.1 to
JHG’s Current Report on Form 8 K, dated February 27, 2021 (File No. 333-38103)
Service Agreement between Henderson Group plc and Roger Thompson, effective from June 26, 2013, is
hereby incorporated by reference from Exhibit 10.5 to JHG’s Registration Statement on Form F-4, filed
on March 20, 2017 (File No. 333-216824)*
* Management contract or compensatory plan or agreement.
142
143
ITEM 16. FORM 10-K SUMMARY
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signatures
Janus Henderson Group plc
By:
/s/ RICHARD WEIL
Richard Weil
Chief Executive Officer
February 24, 2021
Power of Attorney
Known all persons by these presents, that each person whose signatures appear below, hereby constitute and appoint
Richard Weil and Michelle Rosenberg, and each of them individually (with full power to act alone), as their true and
lawful attorneys-in-fact and agents to sign and execute and file with the Securities Exchange Commission on behalf of
the undersigned, any amendments to Janus Henderson Group plc’s Annual Report on Form 10-K for the year ended
December 31, 2020, and any instrument or document filed as part of, as an exhibit to, or in connection with any
amendment, and each of the undersigned does hereby ratify and confirm as his or her own act and deed all that said
attorneys shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated on February 24, 2021.
Signature/ Name
/s/ RICHARD GILLINGWATER
Richard Gillingwater
/s/ GLENN SCHAFER
Glenn Schafer
/s/ RICHARD WEIL
Richard Weil
/s/ ROGER THOMPSON
Roger Thompson
/s/ BRENNAN HUGHES
Brennan Hughes
Title
Chairman of the Board
Deputy Chairman of the Board
Director and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
144
145
ITEM 16. FORM 10-K SUMMARY
None.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signatures
Janus Henderson Group plc
By:
/s/ RICHARD WEIL
Richard Weil
Chief Executive Officer
February 24, 2021
Power of Attorney
Known all persons by these presents, that each person whose signatures appear below, hereby constitute and appoint
Richard Weil and Michelle Rosenberg, and each of them individually (with full power to act alone), as their true and
lawful attorneys-in-fact and agents to sign and execute and file with the Securities Exchange Commission on behalf of
the undersigned, any amendments to Janus Henderson Group plc’s Annual Report on Form 10-K for the year ended
December 31, 2020, and any instrument or document filed as part of, as an exhibit to, or in connection with any
amendment, and each of the undersigned does hereby ratify and confirm as his or her own act and deed all that said
attorneys shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated on February 24, 2021.
Signature/ Name
/s/ RICHARD GILLINGWATER
Richard Gillingwater
/s/ GLENN SCHAFER
Glenn Schafer
/s/ RICHARD WEIL
Richard Weil
/s/ ROGER THOMPSON
Roger Thompson
/s/ BRENNAN HUGHES
Brennan Hughes
Title
Chairman of the Board
Deputy Chairman of the Board
Director and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
144
145
Signature/ Name
/s/ ALISON DAVIS
Alison Davis
/s/ KALPANA DESAI
Kalpana Desai
/s/ JEFFREY DIERMEIER
Jeffrey Diermeier
/s/ KEVIN DOLAN
Kevin Dolan
/s/ EUGENE FLOOD JR
Eugene Flood Jr
/s/ LAWRENCE KOCHARD
Lawrence Kochard
/s/ ANGELA SEYMOUR-JACKSON
Angela Seymour-Jackson
Title
Director
Director
Director
Director
Director
Director
Director
146
Global Remuneration Policy Statement (“GRPS")
Summary of Janus Henderson Group plc Remuneration Policy
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Signature/ Name
/s/ ALISON DAVIS
Alison Davis
/s/ KALPANA DESAI
Kalpana Desai
/s/ JEFFREY DIERMEIER
Jeffrey Diermeier
/s/ KEVIN DOLAN
Kevin Dolan
/s/ EUGENE FLOOD JR
Eugene Flood Jr
/s/ LAWRENCE KOCHARD
Lawrence Kochard
/s/ ANGELA SEYMOUR-JACKSON
Angela Seymour-Jackson
Title
Director
Director
Director
Director
Director
Director
Director
Exhibit 10.26
February 2021
Global Remuneration Policy Statement (“GRPS")
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Global Remuneration Policy Statement (“GRPS")
Global Remuneration Policy Statement (“GRPS")
Variable Incentive Awards
Employees are eligible to receive discretionary variable incentive awards based on
Company, department, team, and individual performance. These awards are funded
from a Profit Pool more fully described below. Variable incentives are paid in the form
of cash and/or deferred awards. Deferrals are delivered in Company restricted stock
and fund units.
Under the CEO scorecard approach, a portion of the deferral is delivered in
performance shares that vest based on relative total shareholder return, over a
forward looking 3-year period.
account, and consideration is given to financial and non-financial key performance indicators as determined for each
department. This group may review relevant department level information gathered from the annual risk assessment, the
review of material risk events, and any conduct or behaviour issues.
Employees receive variable incentive awards from the profit pools on a discretionary basis, based on the recommendations
of line managers and in consideration of individual performance appraisals. Under the Company’s performance appraisal
framework, employees;
• set individual objectives (jointly with line management), aligned to the Company’s overall strategic priorities, yet
unique to their individual role and department, and
• are expected to exhibit certain behavioural competencies, aligned with the Company’s guiding principles:
The Company does not operate specific ratios (maxima or minima) in regard to the mix of base pay and variable pay, opting
instead for managing fixed and variable remuneration in line with market practice and by reference to each employee‘s role
and individual performance.
o ‘we put clients first’,
o ‘we act like an owner’, and
o ‘we succeed as a team’.
Variable Incentive Awards
Profit Pools
The Company pays variable incentive remuneration for 96% of employees from pools funded by Company profits (“Profit
Pools”). The Profit Pools fund employee variable incentive awards, as well as performance fee remuneration (where
applicable). Employees participate in one of three separately funded pools, depending on their role in the organisation: (i)
the Investments Pool, (ii) the Core Pool, or (iii) the Intech Pool. Each pool has a specific Pre Incentive Operating Income
(“PIOI”) calculation and a corresponding funding percentage, effectively creating a ‘profit share’ arrangement between our
employees and our shareholders.
1. The Investments Pool: Covers employees contributing to the investment management functions at Janus
Henderson and include; portfolio managers, research analysts, research associates, traders, client portfolio
managers, the exchange-traded product team, portfolio analytics, investment risk employees and the investment
team’s administrative support.
2. The Core Pool: Covers employees contributing to the executive, distribution, administrative, and operational
support of Janus Henderson and its subsidiaries.
3. The Intech Pool: Covers all employees of the Janus Henderson subsidiary Intech Investment Management LLC
(“Intech”), including investments, distribution, and support employees.
PIOI is generally considered as operating income before the deduction of incentive remuneration and overhead. The
indicative funding percentages are subject to oversight and approval by the Compensation Committee (the “Committee”).
The Committee retains the discretion to modify or terminate remuneration plans and programmes without prior notice.
Profit Pool funding levels are directly linked to profits generated in the current year, reflecting the firm’s ability to pay and
thereby strengthening its capital base. The Committee may adjust the profit pools (even to zero):
o If the Committee believes an adjustment, either up or down, better aligns the Profit Pool with Company performance,
or in consideration of any non-financial objectives or factors as appropriate,
o in consideration of an annual assessment of backward- and forward-looking risks, and/or
o based on independent guidance or advice from the Company’s Board Risk Committee or the Henderson Group
Holdings Asset Management Limited Board (“HGHAML Board”).
The ability to adjust the Profit Pools in this manner is designed to ensure alignment between variable compensation levels
and broader company performance. Adjustments made by the Committee to the Profit Pools, both upward and downward,
are common. In particular, the annual risk assessment considered by the Committee addresses types of risk relevant to
the firm and allows the Committee to consider whether the firm’s compensation structure is adequately aligned to its risk
and control environment. In this respect, the firm’s remuneration policy is also consistent with the integration of relevant
sustainability risks.
Once the Profit Pools are calculated in aggregate, allocations are cascaded to department leadership through a process
initiated by the Chief Executive Officer (the “CEO”), in collaboration with members of the Executive Committee and the CEO
of Intech. During this allocation process, department performance and contribution toward Company results are taken into
In respect of individual incentive awards from the Profit Pools, employees are measured against;
• achievement of their individual objectives, and
• demonstration of the above behavioural competencies.
This is a ‘guidance based’ approach with no specific rules constraining line manager discretion. Final decision-making and
approval of individual awards is held by department leadership. The CEO and co-Heads of Human Resources (“co-Heads
of HR” review department outcomes, including a gender pay view, and provide oversight and direction as needed.
o The Remuneration Review Committee (the “RRC”) reviews individual incentive remuneration in the context of
material risk events, conduct and behaviours and may adjust individual awards based on this review.
o The RRC also reviews remuneration proposals relating to individuals identified as Code Staff under the BIPRU,
AIFMD and UCITS Remuneration Codes.
Profit Pool eligibility does not guarantee that variable incentives will be paid to an employee, and the payment of no variable
incentive is a possibility should performance of the firm and/or the individual require this. Employees must be actively
employed by Janus Henderson on the day that Profit Pool incentives are distributed in order to receive these awards.
o Employees paid outside the Profit Pools: Employees in the following positions are not eligible to participate in the
Profit Pools and may receive variable incentives that are directionally consistent with the profit pool outcomes, in
consideration of individual performance as determined by the Committee for the CEO, or as recommended by the
CEO for the Executive Committee. The Committee retains decision-making and approval of Executive Committee
remuneration including the following roles paid outside the Profit Pool: the CEO, Chief Risk Officer (”CRO”), Chief
Financial Officer (“CFO”), Chief Investment Officer (“CIO”) and General Counsel.
Monthly and quarterly commission arrangements
Direct front line sales professionals located in the US participate in market-standard Sales Variable Pay Plans (the “Plans”)
that include formulaic commissions. The Plans are intended to reward salespeople directly for both individually generated
sales and the performance of the broader team. Monthly commissions generally are a set percentage (“basis points”) of
individual gross sales, or an ‘attainment’ framework that pays employees based on achievement of a sales goal. Quarterly
discretionary awards are funded by team gross sales. The Plans also include a Net Sales incentive that adjusts the monthly
basis point or attainment rate. Individual payments from these plans may be adjusted at the discretion of line management,
and in consideration of personal conduct and behaviours.
Performance fee incentives
The Company receives performance fees in relation to certain funds depending on outperformance of each fund against
pre-determined benchmarks. Performance fees are shared directly with investment professional in two instances;
o On a discretionary basis, if the fees were generated by one of five specific Investment Trusts, and
o On a formulaic basis, if there is a contractual arrangement in place.
The discretionary performance fee sharing incentives are funded from within the Profit Pools and subject to the same risk
adjustment, review and standard deferral arrangements that apply to the discretionary funding frameworks.
Global Remuneration Policy Statement (“GRPS")
Global Remuneration Policy Statement (“GRPS")
Variable Incentive Awards
Employees are eligible to receive discretionary variable incentive awards based on
Company, department, team, and individual performance. These awards are funded
from a Profit Pool more fully described below. Variable incentives are paid in the form
of cash and/or deferred awards. Deferrals are delivered in Company restricted stock
and fund units.
Under the CEO scorecard approach, a portion of the deferral is delivered in
performance shares that vest based on relative total shareholder return, over a
forward looking 3-year period.
account, and consideration is given to financial and non-financial key performance indicators as determined for each
department. This group may review relevant department level information gathered from the annual risk assessment, the
review of material risk events, and any conduct or behaviour issues.
Employees receive variable incentive awards from the profit pools on a discretionary basis, based on the recommendations
of line managers and in consideration of individual performance appraisals. Under the Company’s performance appraisal
framework, employees;
• set individual objectives (jointly with line management), aligned to the Company’s overall strategic priorities, yet
unique to their individual role and department, and
• are expected to exhibit certain behavioural competencies, aligned with the Company’s guiding principles:
The Company does not operate specific ratios (maxima or minima) in regard to the mix of base pay and variable pay, opting
instead for managing fixed and variable remuneration in line with market practice and by reference to each employee‘s role
o ‘we put clients first’,
o ‘we act like an owner’, and
o ‘we succeed as a team’.
In respect of individual incentive awards from the Profit Pools, employees are measured against;
• achievement of their individual objectives, and
• demonstration of the above behavioural competencies.
This is a ‘guidance based’ approach with no specific rules constraining line manager discretion. Final decision-making and
approval of individual awards is held by department leadership. The CEO and co-Heads of Human Resources (“co-Heads
of HR” review department outcomes, including a gender pay view, and provide oversight and direction as needed.
o The Remuneration Review Committee (the “RRC”) reviews individual incentive remuneration in the context of
material risk events, conduct and behaviours and may adjust individual awards based on this review.
o The RRC also reviews remuneration proposals relating to individuals identified as Code Staff under the BIPRU,
AIFMD and UCITS Remuneration Codes.
Profit Pool eligibility does not guarantee that variable incentives will be paid to an employee, and the payment of no variable
incentive is a possibility should performance of the firm and/or the individual require this. Employees must be actively
employed by Janus Henderson on the day that Profit Pool incentives are distributed in order to receive these awards.
o Employees paid outside the Profit Pools: Employees in the following positions are not eligible to participate in the
Profit Pools and may receive variable incentives that are directionally consistent with the profit pool outcomes, in
consideration of individual performance as determined by the Committee for the CEO, or as recommended by the
CEO for the Executive Committee. The Committee retains decision-making and approval of Executive Committee
remuneration including the following roles paid outside the Profit Pool: the CEO, Chief Risk Officer (”CRO”), Chief
Financial Officer (“CFO”), Chief Investment Officer (“CIO”) and General Counsel.
Monthly and quarterly commission arrangements
Direct front line sales professionals located in the US participate in market-standard Sales Variable Pay Plans (the “Plans”)
that include formulaic commissions. The Plans are intended to reward salespeople directly for both individually generated
sales and the performance of the broader team. Monthly commissions generally are a set percentage (“basis points”) of
individual gross sales, or an ‘attainment’ framework that pays employees based on achievement of a sales goal. Quarterly
discretionary awards are funded by team gross sales. The Plans also include a Net Sales incentive that adjusts the monthly
basis point or attainment rate. Individual payments from these plans may be adjusted at the discretion of line management,
and in consideration of personal conduct and behaviours.
Performance fee incentives
The Company receives performance fees in relation to certain funds depending on outperformance of each fund against
pre-determined benchmarks. Performance fees are shared directly with investment professional in two instances;
o On a discretionary basis, if the fees were generated by one of five specific Investment Trusts, and
o On a formulaic basis, if there is a contractual arrangement in place.
The discretionary performance fee sharing incentives are funded from within the Profit Pools and subject to the same risk
adjustment, review and standard deferral arrangements that apply to the discretionary funding frameworks.
and individual performance.
Variable Incentive Awards
Profit Pools
The Company pays variable incentive remuneration for 96% of employees from pools funded by Company profits (“Profit
Pools”). The Profit Pools fund employee variable incentive awards, as well as performance fee remuneration (where
applicable). Employees participate in one of three separately funded pools, depending on their role in the organisation: (i)
the Investments Pool, (ii) the Core Pool, or (iii) the Intech Pool. Each pool has a specific Pre Incentive Operating Income
(“PIOI”) calculation and a corresponding funding percentage, effectively creating a ‘profit share’ arrangement between our
employees and our shareholders.
1. The Investments Pool: Covers employees contributing to the investment management functions at Janus
Henderson and include; portfolio managers, research analysts, research associates, traders, client portfolio
managers, the exchange-traded product team, portfolio analytics, investment risk employees and the investment
team’s administrative support.
2. The Core Pool: Covers employees contributing to the executive, distribution, administrative, and operational
support of Janus Henderson and its subsidiaries.
3. The Intech Pool: Covers all employees of the Janus Henderson subsidiary Intech Investment Management LLC
(“Intech”), including investments, distribution, and support employees.
PIOI is generally considered as operating income before the deduction of incentive remuneration and overhead. The
indicative funding percentages are subject to oversight and approval by the Compensation Committee (the “Committee”).
The Committee retains the discretion to modify or terminate remuneration plans and programmes without prior notice.
Profit Pool funding levels are directly linked to profits generated in the current year, reflecting the firm’s ability to pay and
thereby strengthening its capital base. The Committee may adjust the profit pools (even to zero):
o If the Committee believes an adjustment, either up or down, better aligns the Profit Pool with Company performance,
or in consideration of any non-financial objectives or factors as appropriate,
o in consideration of an annual assessment of backward- and forward-looking risks, and/or
o based on independent guidance or advice from the Company’s Board Risk Committee or the Henderson Group
Holdings Asset Management Limited Board (“HGHAML Board”).
The ability to adjust the Profit Pools in this manner is designed to ensure alignment between variable compensation levels
and broader company performance. Adjustments made by the Committee to the Profit Pools, both upward and downward,
are common. In particular, the annual risk assessment considered by the Committee addresses types of risk relevant to
the firm and allows the Committee to consider whether the firm’s compensation structure is adequately aligned to its risk
and control environment. In this respect, the firm’s remuneration policy is also consistent with the integration of relevant
sustainability risks.
Once the Profit Pools are calculated in aggregate, allocations are cascaded to department leadership through a process
initiated by the Chief Executive Officer (the “CEO”), in collaboration with members of the Executive Committee and the CEO
of Intech. During this allocation process, department performance and contribution toward Company results are taken into
Global Remuneration Policy Statement (“GRPS")
Global Remuneration Policy Statement (“GRPS")
The Company operates a small number of legacy formulaic and contractual management and performance fee incentive
arrangements which predominantly relate back to historic acquisitions. These incentives are not funded from within the
Profit Pools but are subject to risk adjustment processes and the Company’s standard deferral arrangements.
o decision-making regarding the Company’s remuneration practices and variable incentive plans, including;
o review of the annual risk assessment and approval of any adjustments to the Profit Pools, and
o periodic review of incentive plans in respect of conflicts of interest and/or mitigation of excessive risk taking
CEO Scorecard
The Committee uses a structured scorecard to measure CEO performance. The scorecard approach is designed to align
CEO remuneration with Company performance and reward the CEO for achieving goals that maximise long-term value for
clients and shareholders. The scorecard is based on the same factors used by the Company to evaluate business results.
The performance categories, measures, and weightings used are as follows:
o Investment Excellence (30% weighting): Deliver investment excellence for clients measured based on 3-year
investment performance relative to a benchmark;
o Financial Results (40% weighting); Deliver strong financial results for shareholders measured based on our 1-year
relative results for revenue growth, growth in net income before taxes, and total net AUM flows; and
o Strategic Results (30% weighting); Drive strategic results to achieve long-term success for clients and shareholders
measured based on executing the Company’s strategic vision and priorities, attracting strong talent, driving cultural
integration and alignment across the firm, building global distribution momentum, delivering exceptional client
service, and fostering a strong risk and control environment.
behaviours.
Henderson Group Holdings Asset Management Limited Board
The independent non-executive Directors of the HGHAML Board, the parent financial holding company for Janus
Henderson’s European operations within the UK and the European Economic Area (“EEA Group”), is responsible for;
o reviewing and approving the remuneration policy for the UK and EEA Group (UK and EEA Remuneration Policy)
that (i) takes into account the Company’s remuneration policy, (ii) is consistent with and promote sound and effective
risk management within the UK and EEA Group and (iii) is designed to comply with applicable regulatory
requirements and guidance, and
o periodically reviewing the general principles of the UK and EEA Remuneration Policy and check that they are
designed to comply with applicable Remuneration Codes, oversee the designation and remuneration of Code Staff,
and
o At least annually check that a central and independent internal review of the UK and EEA Remuneration Policy on
a consolidated basis within the UK and EEA Group has been conducted.
Following an assessment of results, the Compensation Committee determines an overall performance ‘multiplier’ between
0.0 and 2.0, which is then applied to a target incentive opportunity to determine the CEO’s actual variable incentive award.
The target incentive opportunity is established annually by comparing the Company’s revenue and total assets under
management, as well as business complexity, to a select peer group of companies determined by the Compensation
Committee and its independent remuneration consultants.
Remuneration Review Committee
The RRC includes the co-Heads of HR, the CRO and the General Counsel. This group considers guidance and feedback
from relevant department heads where appropriate and is responsible for;
o considering material changes to global remuneration practices and variable incentive plans,
o reviewing variable incentive plans in respect of conflicts of interest and/or potential for excessive risk taking and
Deferral arrangements
Deferrals are a key driver of our remuneration philosophy as they create employee ownership and align the interests of our
employees, our clients, and our shareholders over the long term. All employees are subject to the Company’s standard
deferral arrangements which apply to variable incentive awards, excluding the monthly and quarterly commission
arrangements described above. Deferral rates apply to awards that exceed a minimum threshold, rates of deferral increase
for larger incentive awards, or as appropriate under the Alternative Investment Fund Managers Directive (AIFMD) or
Undertakings for Collective Investment in Transferable Securities (UCITS) regulations. Deferred awards vest in three equal
instalments over a 3-year period. Forfeiture provisions apply to employees who cease employment with the Company
during the vesting period, other than in prescribed circumstances. Deferrals are delivered into JHG restricted stock and/or
fund units and, effective in 2020, all awards are subject to malus provisions. Clawback provisions, in addition to malus,
apply to the most senior officers at the firm.
Deferral arrangements are reviewed periodically to ensure they remain aligned with:
• the Company’s business strategy, associated time horizons and risk appetite;
• competitive practice in the sectors and jurisdictions in which the Company operates; and
• emerging regulatory practice.
Performance Appraisals
The Company operates an annual performance appraisal process on a global basis. Line managers must undertake
reviews of individual performance at least annually. In conjunction with department heads, Human Resources analyse and
calibrate performance appraisal results and consider a number of outcomes, including but not limited to; the consistent
application of ratings, the degree of performance differentiation, gender pay effects, and the alignment between pay and
performance.
Remuneration Governance Framework
Oversight, decision-making and management activities in relation to remuneration related matters are conducted through
a number of governing bodies.
Compensation Committee of the Company’s Board of Directors
The independent non-executive Directors of the Committee are responsible for;
o oversight and approval regarding CEO and Executive Committee remuneration,
recommending changes,
regulatory requirements,
o recommending changes, amendments and revisions to existing remuneration mechanisms to comply with
o determining the list of identified Code Staff and reviewing remuneration decisions for this group,
o determining adjustments to individual and/or team remuneration following an assessment of material risk events,
conduct and behaviours, and
o approving any special remuneration arrangements for individuals and/or teams.
Additional Remuneration Policies and Practices
Anti-avoidance and anti-hedging
Identified Code Staff are required to complete an annual attestation certifying that they;
o understand that they must act and make decisions within the Company’s risk appetite as described in the Enterprise
o will adhere to the Company’s Personal Account Dealing policy which includes a prohibition of personal hedging
Risk Management Framework, and
transactions.
Guaranteed bonus and buy out awards
The Company complies with the principles of the Financial Conduct Authority Remuneration Code in relation to guaranteed
bonuses in that guaranteed variable remuneration is only awarded in cases where:
• it is exceptional;
• it occurs in the context of hiring new staff;
• the firm has a sound and strong capital base; and
• it is limited to the first year of service.
Buying out deferred bonuses is permitted subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash)
and amounts paid out being set to match the former arrangements (quantum and vesting schedule) including, where
relevant, applicable performance conditions associated with the forfeited awards.
Global Remuneration Policy Statement (“GRPS")
Global Remuneration Policy Statement (“GRPS")
The Company operates a small number of legacy formulaic and contractual management and performance fee incentive
arrangements which predominantly relate back to historic acquisitions. These incentives are not funded from within the
Profit Pools but are subject to risk adjustment processes and the Company’s standard deferral arrangements.
o decision-making regarding the Company’s remuneration practices and variable incentive plans, including;
o review of the annual risk assessment and approval of any adjustments to the Profit Pools, and
o periodic review of incentive plans in respect of conflicts of interest and/or mitigation of excessive risk taking
CEO Scorecard
The Committee uses a structured scorecard to measure CEO performance. The scorecard approach is designed to align
CEO remuneration with Company performance and reward the CEO for achieving goals that maximise long-term value for
clients and shareholders. The scorecard is based on the same factors used by the Company to evaluate business results.
The performance categories, measures, and weightings used are as follows:
o Investment Excellence (30% weighting): Deliver investment excellence for clients measured based on 3-year
investment performance relative to a benchmark;
o Financial Results (40% weighting); Deliver strong financial results for shareholders measured based on our 1-year
relative results for revenue growth, growth in net income before taxes, and total net AUM flows; and
o Strategic Results (30% weighting); Drive strategic results to achieve long-term success for clients and shareholders
measured based on executing the Company’s strategic vision and priorities, attracting strong talent, driving cultural
integration and alignment across the firm, building global distribution momentum, delivering exceptional client
service, and fostering a strong risk and control environment.
behaviours.
Henderson Group Holdings Asset Management Limited Board
The independent non-executive Directors of the HGHAML Board, the parent financial holding company for Janus
Henderson’s European operations within the UK and the European Economic Area (“EEA Group”), is responsible for;
o reviewing and approving the remuneration policy for the UK and EEA Group (UK and EEA Remuneration Policy)
that (i) takes into account the Company’s remuneration policy, (ii) is consistent with and promote sound and effective
risk management within the UK and EEA Group and (iii) is designed to comply with applicable regulatory
requirements and guidance, and
o periodically reviewing the general principles of the UK and EEA Remuneration Policy and check that they are
designed to comply with applicable Remuneration Codes, oversee the designation and remuneration of Code Staff,
and
o At least annually check that a central and independent internal review of the UK and EEA Remuneration Policy on
a consolidated basis within the UK and EEA Group has been conducted.
Following an assessment of results, the Compensation Committee determines an overall performance ‘multiplier’ between
0.0 and 2.0, which is then applied to a target incentive opportunity to determine the CEO’s actual variable incentive award.
The target incentive opportunity is established annually by comparing the Company’s revenue and total assets under
management, as well as business complexity, to a select peer group of companies determined by the Compensation
Committee and its independent remuneration consultants.
Remuneration Review Committee
The RRC includes the co-Heads of HR, the CRO and the General Counsel. This group considers guidance and feedback
from relevant department heads where appropriate and is responsible for;
o considering material changes to global remuneration practices and variable incentive plans,
o reviewing variable incentive plans in respect of conflicts of interest and/or potential for excessive risk taking and
Deferral arrangements
Deferrals are a key driver of our remuneration philosophy as they create employee ownership and align the interests of our
employees, our clients, and our shareholders over the long term. All employees are subject to the Company’s standard
deferral arrangements which apply to variable incentive awards, excluding the monthly and quarterly commission
arrangements described above. Deferral rates apply to awards that exceed a minimum threshold, rates of deferral increase
for larger incentive awards, or as appropriate under the Alternative Investment Fund Managers Directive (AIFMD) or
Undertakings for Collective Investment in Transferable Securities (UCITS) regulations. Deferred awards vest in three equal
instalments over a 3-year period. Forfeiture provisions apply to employees who cease employment with the Company
during the vesting period, other than in prescribed circumstances. Deferrals are delivered into JHG restricted stock and/or
fund units and, effective in 2020, all awards are subject to malus provisions. Clawback provisions, in addition to malus,
apply to the most senior officers at the firm.
Deferral arrangements are reviewed periodically to ensure they remain aligned with:
• the Company’s business strategy, associated time horizons and risk appetite;
• competitive practice in the sectors and jurisdictions in which the Company operates; and
The Company operates an annual performance appraisal process on a global basis. Line managers must undertake
reviews of individual performance at least annually. In conjunction with department heads, Human Resources analyse and
calibrate performance appraisal results and consider a number of outcomes, including but not limited to; the consistent
application of ratings, the degree of performance differentiation, gender pay effects, and the alignment between pay and
• emerging regulatory practice.
Performance Appraisals
performance.
Remuneration Governance Framework
a number of governing bodies.
Oversight, decision-making and management activities in relation to remuneration related matters are conducted through
Compensation Committee of the Company’s Board of Directors
The independent non-executive Directors of the Committee are responsible for;
o oversight and approval regarding CEO and Executive Committee remuneration,
recommending changes,
o recommending changes, amendments and revisions to existing remuneration mechanisms to comply with
regulatory requirements,
o determining the list of identified Code Staff and reviewing remuneration decisions for this group,
o determining adjustments to individual and/or team remuneration following an assessment of material risk events,
conduct and behaviours, and
o approving any special remuneration arrangements for individuals and/or teams.
Additional Remuneration Policies and Practices
Anti-avoidance and anti-hedging
Identified Code Staff are required to complete an annual attestation certifying that they;
o understand that they must act and make decisions within the Company’s risk appetite as described in the Enterprise
Risk Management Framework, and
o will adhere to the Company’s Personal Account Dealing policy which includes a prohibition of personal hedging
transactions.
Guaranteed bonus and buy out awards
The Company complies with the principles of the Financial Conduct Authority Remuneration Code in relation to guaranteed
bonuses in that guaranteed variable remuneration is only awarded in cases where:
• it is exceptional;
• it occurs in the context of hiring new staff;
• the firm has a sound and strong capital base; and
• it is limited to the first year of service.
Buying out deferred bonuses is permitted subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash)
and amounts paid out being set to match the former arrangements (quantum and vesting schedule) including, where
relevant, applicable performance conditions associated with the forfeited awards.
Exhibit 31.1
Exhibit 31.2
I, Richard Weil, certify that:
I, Roger Thompson, certify that:
1. I have reviewed this annual report on Form 10-K of Janus Henderson Group plc;
1. I have reviewed this annual report on Form 10-K of Janus Henderson Group plc;
CERTIFICATION
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
2. 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;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
3. 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;
presented in this report;
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
4. The registrant’s other certifying officer 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 controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) 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;
a) 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
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
b) 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;
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
is being prepared;
principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
c) 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
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
d) 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
d) 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
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
5. The registrant’s other certifying officer 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):
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
b) 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.
registrant’s internal control over financial reporting.
Date: February 24, 2021
Date: February 24, 2021
A signed original of this written statement required by Section 302 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
A signed original of this written statement required by Section 302 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ RICHARD WEIL
Richard Weil
Chief Executive Officer
/s/ ROGER THOMPSON
Roger Thompson
Chief Financial Officer
Exhibit 31.1
Exhibit 31.2
I, Richard Weil, certify that:
I, Roger Thompson, certify that:
1. I have reviewed this annual report on Form 10-K of Janus Henderson Group plc;
1. I have reviewed this annual report on Form 10-K of Janus Henderson Group plc;
CERTIFICATION
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
2. 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;
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;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
3. 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;
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
4. The registrant’s other certifying officer 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 controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) 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
a) 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;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
b) 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
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;
is being prepared;
principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
c) 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
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
d) 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
d) 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
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
5. The registrant’s other certifying officer 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):
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
b) 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.
registrant’s internal control over financial reporting.
Date: February 24, 2021
Date: February 24, 2021
A signed original of this written statement required by Section 302 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
A signed original of this written statement required by Section 302 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ RICHARD WEIL
Richard Weil
Chief Executive Officer
/s/ ROGER THOMPSON
Roger Thompson
Chief Financial Officer
Exhibit 32.1
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Janus Henderson Group plc (the “Company”) on Form 10-K for the year ended December 31,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard M. Weil, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
In connection with the annual report of Janus Henderson Group plc (the “Company”) on Form 10-K for the year ended December 31,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roger Thompson, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
of operations of the Company.
/s/ RICHARD M. WEIL
Richard M. Weil
Chief Executive Officer
Date: February 24, 2021
A signed original of this written statement required by Section 906 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
A signed original of this written statement required by Section 906 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
2002, that:
and
/s/ ROGER THOMPSON
Roger Thompson
Chief Financial Officer
Date: February 24, 2021
Exhibit 32.1
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Janus Henderson Group plc (the “Company”) on Form 10-K for the year ended December 31,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard M. Weil, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
In connection with the annual report of Janus Henderson Group plc (the “Company”) on Form 10-K for the year ended December 31,
2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roger Thompson, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
A signed original of this written statement required by Section 906 has been provided to Janus Henderson Group plc and will be
retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.
/s/ ROGER THOMPSON
Roger Thompson
Chief Financial Officer
Date: February 24, 2021
2002, that:
and
/s/ RICHARD M. WEIL
Richard M. Weil
Chief Executive Officer
Date: February 24, 2021
O ther Information
SHAREHOLDER INFORMATION
AS AT 19 FEBRUARY 2021
Total number of holders of shares, CDIs, UK DIs and their voting rights
The issued share capital of Janus Henderson Group plc consisted of 172,349,989 shares held by 39,462 security holders. This included: 28,692,002
shares held by CHESS Depositary Nominees Pty Limited (CDN), quoted on the ASX in the form of CHESS Depositary Interests (CDIs) and held by
34,304 CDI holders; and 2,461,731 UK depositary interests (UK DIs), each representing an entitlement to one underlying Janus Henderson ordinary
share and held by 3,547 UK DI holders either through CREST or via the Janus Henderson Corporate Sponsored Nominee Facility. Each registered
holder of shares present in person (or by proxy, attorney or representative) at a meeting of shareholders has one vote on a vote taken by a show of hands,
and one vote for each fully paid share held on a vote taken on a poll. CDI holders can instruct CDN to appoint a proxy on their behalf and can direct the
proxy how to vote on the basis of one vote per person taken by a show of hands, and one vote per CDI on a vote taken on a poll.
Twenty largest share/CDI/UK DI holders
1
2
CEDE & Co
J.P. Morgan Nominees Australia Pty Limited
3 HSBC Custody Nominees (Australia) Limited
4 HSBC Custody Nominees (Australia) Limited
5 Citicorp Nominees Pty Limited
6 National Nominees Limited
7
8 Hargreaves Lansdown (Nominees) Limited (1)
9 CS Third Nominees Pty Limited
BNP Paribas Nominees Pty Limited
10 Bond Street Custodians Limited
11 Apollo Nominees Limited
12 Citicorp Nominees Pty Limited
13 Dr Peter Malcolm Heyworth
14 Hargreaves Lansdown (Nominees) Limited (2)
15 Netwealth Investments Limited
16 BNP Paribas Nominees Pty Limited
17 Australian Executor Trustees Limited
18 AMP Life Limited
19 Mr Andrew Acker
20 Vidacos Nominees Limited
Top 20 total
Total shares
Distribution of share/CDI/UK DI holdings
Categories
1 –1,000
1,001 – 5,000
5,001 –10,000
10,001 –100,000
100,001 and over
Total
Shares/CDIs/UK DIs
139,506,237
4,723,409
% of issued capital
80.94
2.74
4,065,179
2,674,057
2,452,107
2,112,535
672,866
581,622
310,663
290,927
242,570
213,030
189,401
185,602
144,476
129,280
116,842
110,236
96,997
86,193
2.36
1.55
1.42
1.23
0.39
0.34
0.18
0.17
0.14
0.12
0.11
0.11
0.08
0.08
0.07
0.06
0.06
0.05
158,904,229
172,349,989
92.20
100.00
Number of holders
37,146
2,014
165
119
18
39,462
2,219 share/CDI/UK DI holders held less than a marketable parcel (being A$500 worth) of shares/CDIs/UK DIs i.e. fewer than 13 shares/CDIs/UK DIs.
178
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020
SHAREHOLDER INFORMATION CONTINUED
Locations of share registries
Australia
Janus Henderson Group Share Registry
GPO Box 4578
Melbourne VIC 3001
Phone: 1300 137 981 or +61 (0) 3 9415 4081
Fax: +61 (0) 3 9473 2500
New Zealand
Janus Henderson Group Share Registry
Private Bag 92119
Auckland 1142
Phone: 0800 888 017
Fax: +64 (0) 9 488 8787
United Kingdom
Janus Henderson Group Depositary Computershare Investor Services
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Phone: +44 (0)370 703 0109
United States
Janus Henderson Group Transfer Agent
P.O. Box 505000
Louisville, KY, 40233-5000
Phone: +1 866 638 5573 or +1 781 575 2374
Email
Holders of Ordinary Shares listed on NYSE:
web.queries@computershare.com
Holders of CDIs listed on ASX:
web.queries@computershare.com.au
Holders of UK DIs and UK DIs via CSN:
web.queries@computershare.co.uk
Website
ir.janushenderson.com
Stock exchange listings
Janus Henderson Group plc ordinary shares are listed on the NYSE and its
CDIs are quoted on the ASX.
Substantial shareholders
Details of the Company’s substantial shareholders are set out in the ‘Stock
Ownership of Certain Beneficial Owners and Management’ section, Item
12 Part III on Form 10-K, on page 134.
Total number of options over unissued shares
There were 656,951 options over unissued ordinary shares in the
Company held by 506 option holders.
Restricted securities
None of the shares/CDIs on issue are ‘restricted securities’ as defined in
the ASX Listing Rules.
Buyback
On 3 February 2020, the Board approved an on-market share buyback
programme. The Company had authority to spend up to US$200 million to
buy its ordinary shares on the NYSE and CDIs on the ASX through April
2021. In 2020, the Company repurchased a total of 6,572,517 ordinary
shares for US$130.8 million, of which 1,371,036 were CDIs. All
repurchased securities were cancelled. The share buyback programme
was terminated on 9 February 2021, following completion of the block
repurchase described below.
On 4 February 2021, Dai-ichi announced its intention to sell all 30,668,922
Janus Henderson shares it owned by means of a registered secondary
public offering. On 9 February 2021, the Company repurchased
8,048,360 ordinary shares from Dai-ichi for a total of approximately
US$230.0 million.
Additional information regarding shares acquired on-market in satisfaction
of employee awards and entitlements is set out on page 31 of Item 5 Part II
on Form 10-K.
Company Secretary
Michelle Rosenberg
Principal place of business in the United Kingdom
201 Bishopsgate
London EC2M 3AE
Phone: +44 (0) 20 7818 1818
Registered office in Jersey
13 Castle Street
St Helier, Jersey JE1 1ES
Registered office in Australia
Level 4, Deutsche Bank Place
126 Phillip Street
Sydney NSW 2000
Phone: +61 (0) 2 9230 4706
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JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 Page intentionally left blank
180
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2020 Forward-looking information
This document includes statements concerning potential future event
involving Janus Henderson Group plc that could differ materially from the
events that actually occur. The differences could be caused by a number of
factors including those factors identified in Janus Henderson Group’s 2020
Annual Report on Form 10-K, on file with the Securities and Exchange
Commission (Commission file no. 001-38103), including those that appear
under headings such as ‘Risk Factors’ and ‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations.’ Many of these
factors are beyond the control of the Company and its management. Any
forward-looking statements contained in this presentation are as at the
date on which such statements were made. The Company assumes no
duty to update them, even if experience, unexpected events or future
changes make it clear that any projected results expressed or implied
therein will not be realised.
Annualised, pro forma, projected and estimated numbers are used for
illustrative purposes only, are not forecasts and may not reflect actual
results.
No public offer
The information, statements and opinions contained in this document do
not constitute a public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial instruments
or any advice or recommendation with respect to such securities or other
financial instruments.
Not all products or services are available in all jurisdictions.
Mutual funds in the US are distributed by Janus Henderson Distributors.
Please consider the charges, risks, expenses and investment
objectives carefully before investing. For a US fund prospectus or,
if available, a summary prospectus containing this and other
information, please contact your investment professional or call
800.668.0434. Read it carefully before you invest or send money.
Janus Henderson, Janus, Henderson, Intech and Knowledge Shared
are trademarks of Janus Henderson Group plc or one of its subsidiaries.
(cid:418) Janus Henderson Group plc.
Past performance is no guarantee of future results. Investing involves
risk, including the possible loss of principal and fluctuation of value.
Diversification neither assures a profit nor eliminates the risk of
experiencing investment losses.
Asset outperformance disclosures
For percentage of AUM outperforming the relevant benchmark:
outperformance is measured based on composite performance gross of
fees vs primary benchmark, except where a strategy has no benchmark
index or corresponding composite in which case the most relevant metric
is used: (1) composite gross of fees vs zero for absolute return strategies,
(2) fund net of fees vs primary index or (3) fund net of fees vs Morningstar
peer group average or median. Non-discretionary and separately managed
account assets are included with a corresponding composite where
applicable. Cash management vehicles, ETFs, Managed CDOs, Private
Equity funds and custom non-discretionary accounts with no
corresponding composite are excluded from the analysis. Excluded assets
represent 5% of AUM as at 31 December 2020. Capabilities defined by
Janus Henderson.
Morningstar rating and ranking disclosures
Morningstar quartile data includes Janus Investment Fund, Janus Aspen
Series and Clayton Street Trust (US Trusts), Janus Henderson Capital
Funds (Dublin based), Dublin and UK OEIC and Investment Trusts,
Luxembourg SICAVs and Australian Managed Investment Schemes. The
top two Morningstar quartiles represent funds in the top half of their
category based on total return. On an asset-weighted basis, 57%, 66%,
71% and 79% of total mutual fund AUM were in the top two Morningstar
quartiles for the one-, three-, five- and ten-year periods ended
31 December 2020. For the one-, three-, five- and ten-year periods ending
31 December 2020, 56%, 58%, 55% and 63% of the 201, 191, 183 and
150 total mutual funds, respectively, were in the top two Morningstar
quartiles. Analysis based on ‘primary’ share class (Class I Shares,
Institutional Shares or share class with longest history for US Trusts; Class
A Shares or share class with longest history for Dublin based; primary
share class as defined by Morningstar for other funds). Performance may
vary by share class.
Ratings and/or rankings may be based, in part, on the performance of a
predecessor fund or share class and are calculated by Morningstar using a
methodology that differs from that used by Janus Henderson. Methodology
differences may have a material effect on the return and therefore the
rating/ranking. When an expense waiver is in effect, it may have a material
effect on the total return or yield, and therefore the ranking and/or rating for
the period.
ETFs and funds not ranked by Morningstar are excluded from the analysis.
Capabilities defined by Janus Henderson. © 2020 Morningstar, Inc. All
Rights Reserved.
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