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Bluefield Solar Income Fund LimitedAnnual Report 2021
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 HIGHLIGHTS
2021 was a year marked by continued progress on our strategy of Simple Excellence, as
we launched new products in focus areas of growth, strengthened our leadership with key
hires and improved our operating platform. Global markets and investment performance
drove an 8% year-over-year increase in assets under management (AUM) to a record
US$432.3 billion, despite challenging net outflows of US$16.2 billion. Investment
performance remained solid, distribution continued to gather momentum, as seen in our
flow trends throughout 2021, and our financial results were strong, allowing us to increase
capital returns to shareholders through both dividends and share buybacks.
3-year investment outperformance1 (%)
Assets under management (US$bn)
58%
2021
2020
2019
432.3
58
65
76
2021
2020
2019
US GAAP diluted EPS2 (US$)
US GAAP operating margin2 (%)
3.59
2021
2020
2019
29.8%
3.59
0.87
2.21
2021
2020
2019
Adjusted diluted EPS3 (US$)
Adjusted operating margin3 (%)
4.28
2021
2020
2019
43.5%
4.28
3.01
2.47
2021
2020
2019
Net new money growth4 (%)
Dividend per share (US$)
(4)%
(4)
(7)
(8)
1.50
2021
2020
2019
2021
2020
2019
432.3
401.6
374.8
29.8
6.9
24.7
43.5
38.0
35.8
1.50
1.44
1.44
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 AUM outperforming the relevant benchmark over three years.
See page 2 for additional time periods. Full performance disclosures are detailed on the inside back cover.
2. In March 2020, the World Health Organization 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$513.7 million
goodwill and intangible asset impairment charge during the year ended 31 December 2020.
3. See adjusted financial measures reconciliation on Form 10-K pages 44 to 46 for additional information.
4. Calculated as total flows divided by beginning of period AUM.
1
Contents
BUSINESS REVIEW
2 Group at a glance
4 Chairman’s statement
6
8
10
12
14 Corporate social responsibility
Chief Executive Officer’s statement
Investment management overview
Investments by capability
Distribution overview
GOVERNANCE
18 Board of Directors
20 Governance overview
24
Report of Independent Registered
Public Accounting Firm
FORM 10 -K
26 Form 10-K
OTHER INFORMATION
143 Shareholder information
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 GROUP
AT A GLANCE
Janus Henderson is an independent global asset manager, specialising
in active management. We offer a broad range of investment solutions
across all major asset classes to a client base around the world.
Our values
WE PUT
OUR CLIENTS FIRST
We aim to be a partner our clients can trust:
Working to deliver excellence in both investment returns and service
OUR PURPOSE
We exist to help
our clients achieve their
long-term financial goals
WE ACT
LIKE AN OWNER
We aim to be a responsible custodian for our owners:
Taking pride in delivering stable and consistent financial returns based
on long-term investments and a deep understanding of our clients
WE SUCCEED
AS A TEAM
We aim to create a collaborative environment:
Fostering a culture where our colleagues support each other
to thrive and achieve their personal and professional goals
Assets under management (AUM)
Capability
AUM (US$bn)
1 year
3 years
5 years
10 years
Percentage of AUM outperforming benchmark
Equities
Wide range of equity strategies encompassing
different geographic focuses and investment styles.
Fixed Income
Innovative and differentiated techniques designed to support
clients as they navigate each unique economic cycle.
Multi-Asset
Provides a range of diversified core investment solutions with the
aim of delivering attractive returns over the long term with lower
levels of volatility.
Quantitative Equities
Quantitative Equity manager Intech® applies advanced mathematics
and systematic portfolio rebalancing intended to harness the volatility
of movements in stock prices.
244.3
2020: 219.4
79.6
2020: 81.5
59.7
2020: 48.0
38.0
2020: 42.0
Alternatives
Investment solutions aimed at delivering specific outcomes tailored
to meet the needs and constraints of clients.
10.7
2020: 10.7
39%
37%
68%
81%
91%
96%
96%
98%
99%
96%
96%
97%
8%
58%
53%
21%
91%
100%
100%
100%
Total assets under management
432.3
2020: 401.6
54%
58%
76%
84%
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 2021, unless stated otherwise.
2
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review
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.
Assets under management
AUM by client type (%)
Our clients are financial professionals as
well as private and institutional investors.
Corporate social responsibility (CSR)
In our business operations, we are committed to 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.
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
EMEA & Latin America
Asia Pacific
Established North American
distribution network serving
a diverse set of clients across
financial intermediaries,
institutions and self-directed
channels.
Total AUM:
US$241.0bn
Investment professionals:
157
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.
Total AUM:
US$132.3bn
Investment professionals:
153
Strategic partnership with
Dai-ichi Life and its partners
helps to support our Japanese
business. Australian distribution
offers a suite of global and
domestic capabilities.
The wider Asian business
continues to evolve, with
growing brand presence.
Total AUM:
US$59.0bn
Investment professionals:
43
Distribution professionals:
285
Distribution professionals:
242
Distribution professionals:
75
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
21
29
50
Intermediary
Institutional
Self-directed
US$215.0bn
US$127.2bn
US$90.1bn
AUM by capability (%)
We manage assets diversified across
five core investment capabilities.
2
9
14
18
57
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
US$244.3bn
US$79.6bn
US$59.7bn
US$38.0bn
US$10.7bn
AUM by client location (%)
We manage assets for a globally diverse
client base.
FOCUS AND INCREASE OPERATIONAL EFFICIENCY
14
PROACTIVE RISK AND CONTROL ENVIRONMENT
DEVELOP NEW GROWTH INITIATIVES
30
56
Simple Excellence lays the foundation for sustained organic and inorganic growth to
create value for all our stakeholders: our clients, shareholders and employees
POSITIVE FLOWS AND
AUM GROWTH
REVENUE STABILITY
AND PROFITABILITY
North America
US$241.0bn
EMEA & Latin America US$132.3bn
Asia Pacific
US$59.0bn
3
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 CHAIRMAN’S
STATEMENT
“ Janus Henderson has responded well
operationally in 2021 to the challenges
of COVID-19, and this alongside strong
market returns helped to enable Janus
Henderson to have a successful year.”
Richard Gillingwater, Chairman
During the year, we made significant progress towards delivering on our
first four strategic priorities which focus on building a strong and resilient
foundation. This was evidenced by key personnel hires across Investments,
Distribution and Operations, in addition to substantial investments in
technology and enhanced data architecture across the business, including
client-facing and portfolio management technology. These transformational
technology projects are expected to significantly improve efficiency
in delivering results for the firm’s clients and to support a stronger,
growing business.
Due to the significant progress made in achieving these priorities, our
Board and management increased energy and focus on the fifth strategic
priority: Develop new growth initiatives. Among the strategy’s focus areas
for growth, environmental, social and governance (ESG) was a critical
component during the year; we increased efforts and investment in
developing a robust ESG platform with key hires, technology advancements
and launching of additional ESG products for clients. Of the 20 new
products we launched globally, we launched a suite of five sustainable
active ETFs in the US across Equities and Fixed Income as well as
a US Sustainable Equity strategy and a Sustainable Technology fund
in Europe. We expect to make additional investments to develop new
growth initiatives over time, both organically and potentially inorganically
to support growth.
Financial strength and capital management
Janus Henderson’s financial position and operating cash flows remain
strong; the firm completed the year with net cash and investments, net
of debt, of US$1,347 million and 2021 cash flows from operations of
US$895 million. The Board’s active, disciplined approach to managing
the Group’s cash and capital resources balances the capital needs and
the investment opportunities of the business with shareholder interests,
without emphasising the use of leverage. Along those lines, the Board
approved a US$0.02 increase in the quarterly dividend to US$0.38 and
the firm repurchased 11.4 million shares, or 6% of shares outstanding.
Overall, the Group returned US$628 million, or 70% of cash flows
from operations, to shareholders through dividends and buybacks,
demonstrating the Board’s commitment of returning excess capital
to shareholders.
2021 markets and business environment
2021 saw another year of considerable volatility in the markets, with
fluctuations tied to microeconomic and macroeconomic factors and
capricious market sentiment. The rollout of COVID-19 vaccines initially
alleviated worry, yet new COVID-19 variants extended the duration of the
pandemic and delayed a return to normalcy. As central banks continued
the stimulus sparked by the pandemic and delayed quantitative tightening,
geopolitical tensions, supply chain disruptions, labour shortages and
high turnover, the demand for higher wages and the jump of long-dormant
inflation exacerbated uncertainty. Despite these concerns, markets
performed solidly in 2021 as investors remained optimistic of a
post-pandemic economic recovery; the S&P 500 gained 26.9%, and
notably hit 70 all-time highs during the year, and the FTSEurofirst 300
gained 23.0%.
Business performance
Janus Henderson has responded well operationally in 2021 to the
challenges of COVID-19, and this alongside strong market returns
helped to enable Janus Henderson to have a successful year. Long-term
investment performance remained solid, despite some mixed performance
in 2021 across our diverse set of capabilities. With the assistance of both
markets and investment performance, we were pleased to see assets
under management finish the year at a record high of US$432.3 billion,
8% higher than at the end of 2020. While we are encouraged by the
progress we have made in recent years, we appreciate that our potential
is much greater than our current financial results. This is most evident in
our net flows, which, despite improving significantly in each of the past
two years, remain negative overall. Total company net outflows of
US$16.2 billion improved versus US$24.4 billion in 2020; excluding the
impact of flows from our Quantitative Equities subsidiary Intech, the
impending sale of which we announced in February 2022, net outflows
were a much improved US$4.2 billion in 2021 compared to US$15.0
billion in 2020. With robust revenues and expense control, 2021 adjusted
diluted EPS increased 42% compared to 2020 to US$4.28, and our
full-year adjusted operating margin increased to a record of 43.5% from
38.0% in 2020.
In addition to strong financial results, I am pleased with the continued
headway we made in 2021 in delivering on our strategy of
Simple Excellence centred on our strategic priorities – producing
dependable investment outcomes, serving our customers with
excellence, operating with efficiency, maintaining a proactive risk
and control environment and developing new growth initiatives.
4
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review Conclusion
I would like to take the opportunity to express thanks to Dick Weil for his
outstanding service to the firm over the past 12 years. As the leader of
Janus Capital Group, Dick was integral in constructing the strategic
partnership with Dai-ichi Life Holdings, Inc. and successfully executed
the merger integration resulting in the Janus Henderson that we know
today. Under his vision and stewardship, the Company has transformed
into one of the world’s leading active asset managers with steadfast
investment principles and an unparalleled commitment to serving clients.
Dick instilled a unified culture of excellence throughout Janus Henderson,
and, as a result, we have built a global firm well positioned for continued
growth, an exciting and impressive platform to build upon when a new
CEO takes the helm. On behalf of the Board, I would like to also thank
the Executive Committee for their strong leadership, support and resolve
to ensure a seamless transition.
Through 2021 and early 2022, we were also pleased to welcome three
new members to Janus Henderson’s Board of Directors. Nelson Peltz
and Edward Garden, who represent our largest shareholder Trian
Partners, and Alison Davis add deep industry experience, fresh
perspectives and valuable insights to complement members’ skill sets.
We are deeply thankful for the contributions of Tatsusaburo Yamamoto,
Dick Weil and Glenn Schafer, who have stepped down, or announced
they will do so, from their Board seats over the past year; their
collaboration, experience and insights have helped transform Janus
Henderson into the strong global franchise it is today.
In conclusion, I express my gratitude to my fellow Board members for
their commitment, to our colleagues at Janus Henderson for their dedicated
efforts, and to our clients and shareholders for their ongoing support.
I am pleased by the progress made in the business in 2021, and the focus
remains on building upon this momentum. As we enter 2022, there does
not seem to be a moderation of market volatility, considering we are
seeing lingering impacts of COVID strains, markets are reacting to
central banks tightening monetary policy to soften steep inflation and
geopolitical concerns remain. Nevertheless, we believe investors may
focus more on fundamentals and the pace of economic growth, and I
believe we are well prepared and are on the right path with the strong
foundations for growth.
Richard Gillingwater, Chairman
Corporate social responsibility
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. The Board recognises the importance of CSR in order
to achieve long-term sustainable success, and we are pleased
by the progress made during the year towards developing a
comprehensive approach to ESG issues across the Company.
We appreciate that our clients, colleagues and shareholders are
interested in how we manage sustainability within our business
and culture. We remain committed to furthering our efforts, and
we continue to implement policies, training, recruitment and
recognition practices that help foster a diverse and inclusive
environment. We have worked diligently to increase
underrepresented talent in the workplace, setting measurable
goals around specific demographic groups – such as increasing
the number of women employees in senior leadership positions
to 30%, after meeting our 2022 Women in Finance Charter goal
of 25% in the UK as at 31 August 2021, and increasing the number
of racial and ethnically diverse senior managers to 16% by 2023.
We are also pleased to have been recognised for the past three
years by the Bloomberg Gender-Equality Index and Human
Rights Campaign Foundation’s Corporate Equality Index for
our inclusive practices.
We also remain steadfast in our commitment to reduce our
impact on the environment, which continues to be reflected in
our ongoing target to maintain carbon neutral emissions for all
our global operations, which we have maintained since 2007.
In 2019, we committed to reducing our carbon footprint by
15% per full-time employee over three years based on 2018
consumption. In 2021, we reached this target, and in 2022
we will be setting new targets using 2019 as a new baseline,
as well as reviewing science-based targets and net zero targets
across our business operations and travel.
We invite you to explore our 2021 Impact Report to be published
later this month and the dedicated CSR section in the following
pages of this document to explore additional accomplishments
and undertakings.
“ 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.”
5
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 CHIEF EXECUTIVE
OFFICER’S STATEMENT
“ It has been a true privilege to lead
Janus Henderson, and I am incredibly
proud of all that our team has achieved
over my 12 years with the Company.”
Richard Weil, Chief Executive Officer
2021 was a year of significant progress towards our strategy of Simple
Excellence. We launched new products in focus areas of growth. We
strengthened our leadership with key hires. We improved our platform
through significant technology and data upgrades and simplified our
operating model through our focus on strategic initiatives. Our financial
results were strong. We continued to generate significant cash flow and
increased capital returns to shareholders through both dividends and share
buybacks. As we enter 2022, we believe that the significant progress
towards our strategic objectives and the momentum in our business
positions the firm well on the path to sustained growth.
2021 results
Our financial results for the full year were strong and show significant
improvement over the prior year. Our adjusted diluted EPS increased 42%
over last year, which was a record for Janus Henderson. Our full-year
adjusted operating margin also increased to a record of 43.5% from 38.0%
in 2020. Our increased profitability led us to generate US$895 million
in cash flow from operations in the 12 months to 31 December 2021,
compared to US$646 million in the prior year. This significant cash flow
enabled us to reinvest in the business as well as to return US$628 million
to shareholders through a 4% increase in dividends per share and by
repurchasing 6% of total shares outstanding.
Long-term investment performance remained solid in a very volatile year
for global markets. As at 31 December 2021, 54%, 58%, 76% and 84%
of assets beat their respective benchmarks over the one-, three-, five- and
ten-year time periods¹. With the benefit of markets, AUM ended up at
US$432.3 billion – a record high for us – despite challenging headline
net outflows for the year. We did, however, experience good momentum
in our flows compared to the prior year. In 2021, net outflows were
US$16.2 billion, compared to US$24.4 billion in 2020. Excluding the
impact of flows from our Quantitative Equities subsidiary Intech, the sale
of which is expected to close in the first half of 2022, the improvement is
About us
1930s
1934
Founded in the UK to
administer the estate of
Alexander Henderson
1980s
1983
Began trading on the
London Stock Exchange
(LSE)
1990s
1992
Henderson established as
the UK’s leading investment
trust manager
1960s
1969
Founded as a fundamental
bottom-up equity
investment manager
1986
Opened investment office
in Japan
1987
Began managing fixed
income assets
1995
Opened office in Singapore
1998
Acquired by AMP (Australia)
1998
Established London Office
1999
Set up hedge fund business
2000s
2000
Opened office in Hong Kong
2000
Opened office in Hong Kong
2001
Started US mutual
fund business
2003
Demerged from AMP and
began trading on the LSE
and the Australian Securities
Exchange (ASX)
6
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review more marked; net outflows were US$4.2 billion in 2021 compared to
US$15.0 billion in 2020. We haven’t yet delivered the consistent organic
growth which we aspire to, but it is a significant improvement.
Simple Excellence: progress
During 2021, we continued to focus on the delivery of initiatives across
our five Simple Excellence strategic pillars: 1) Produce 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.
Throughout the year, we continued to bolster our investment team with key
hires and investments in technology to strengthen our risk-adjusted returns.
We made critical senior appointments globally in sales, consultant relations
and client experience that helped to expand our client base across
products and regions and should serve to deepen our relationships
with our clients.
Operating with discipline through efficiency and by proactively enhancing
risk controls continues to be a priority. Throughout the year, we made
additional, substantial investments in technology and data architecture,
including our key front office technology through retooling our customer
relationship management system and our investment teams’ order
management system. These transformational projects are expected to
significantly improve our efficiency in delivering for our clients. In October
2021, we appointed James Lowry as Global Chief Operating Officer,
and he has already made significant contributions in strengthening our
infrastructure through additional platform upgrades and technology
enhancements. As part of simplifying and strengthening our platform,
in early 2021 we announced the reorganisation, rationalisation and full
integration of our Perkins brand to better align with the changing needs
of clients. As previously mentioned, in February 2022 we announced the
management-led buyout of Intech, allowing Janus Henderson to focus on
providing active, fundamental investing. We also made significant progress
strengthening our risk model and relationships with regulators, resulting
in lower capital requirements, which has helped facilitate increased capital
returns to our shareholders.
We made significant progress in developing new growth initiatives and
had our most active year in launching new products. The Distribution and
Product teams collaborated globally to launch more than 20 new and
innovative products in our focus areas of growth in 2021, including active
ETFs, ESG, Fixed Income and Alternatives. In addition to our product
launches, we had some early successes in expanding our distribution
channels by growing relationships with model portfolio providers in the
US. We also continued to invest substantially in our ESG teams in
investments and products. We grew the size of our central ESG team
within investments from four people to a team of 15 people, and we made
strides in our ESG data architecture, building a cloud-based approach to
ESG data management, helping to ensure delivery of a consistent central
data standard to support our front office applications. We view this as a
key foundation in building a credible ESG platform for the long term.
Retirement
In November 2021, I announced my intention to retire as CEO and as a
member of the Company’s Board, effective 31 March 2022. It has been
a true privilege to lead Janus Henderson, and I am incredibly proud of all
that our team has achieved over my 12 years with the Company. Together
with my colleagues, we have built a strong operational and financial
foundation, extended our product offering, created significant value
for our clients and our shareholders alike, and we have successfully
positioned the Company for future growth.
Richard Weil, Chief Executive Officer
1. Full performance disclosures detailed on the inside back cover. See page 2 for data
by capability.
2000s
2003
Began trading on the
New York Stock Exchange
(NYSE)
Acquired Intech Investment
Management and Perkins
Investment Management as
investment subsidiaries
2007
Opened office in Singapore
2009
Acquired New Star
Asset Management Group
in the UK
Henderson Group
Janus Capital Group
Janus Henderson Group
2010s
2011
Acquired Gartmore Group
in the UK
2010s
2015
Acquired Perennial Fixed
Interest in Australia
2020s
2020
Global strength to deliver
local solutions:
2012
Launched alternatives
business
2013
Opened office in Australia
Acquired H3 Global
Advisors in Australia
2014
Acquired ETF specialist
VelocityShares
2015
Acquired Australia-based,
global absolute return fixed
income specialist
Kapstream Capital
2017
Merger of equals formed
Janus Henderson Group
plc, which began trading
on the NYSE and ASX
2,000+
Employees
25
Offices worldwide
350+
Investment
professionals
7
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 INVESTMENT
MANAGEMENT OVERVIEW
“ Our primary goal is to maintain
robust performance and
meet client needs.”
Enrique Chang, Global Chief
Investment Officer
How would you characterise asset markets
in 2021?
Beyond the obvious disruption caused by coronavirus, two dominant
themes were the reflation and inflation narrative. By reflation, I mean the
capacity for economies to return to growth, which was aided by the
progressive rollout of vaccines. Equity markets generally rose in anticipation
of the recovery in earnings, albeit punctuated by concerns around the
delta and omicron coronavirus variants. There was bifurcation in markets,
however, with many emerging markets struggling versus developed
markets, while performance concentration in a few large stocks, together
with violent swings between style factors, led to challenges. With regard
to inflation, this had the biggest bearing on fixed income markets, as
a shift in tone among leading central banks towards tighter monetary
policy caused volatility.
How was investment performance in 2021?
As the tables on pages 10 and 11 demonstrate, most of Fixed Income,
Multi-Asset and Alternatives outperformed their benchmarks, cementing
a consistent record over the medium to longer term. The weaker one-year
relative performance for Equities owes much to an equity market in which
performance was driven by a cohort of stocks that dominate certain
benchmarks or which trade at multiples that require earnings growth
beyond reasonable expectations. As a manager of diversified equity funds
that apply valuation discipline when investing, this created challenges
in beating benchmark indices in some of our US large cap and global
equity portfolios. As such, while many portfolios delivered double-digit
returns – and rankings against peers were reasonable – the benchmark
relative numbers disappointed. Intech, the Quantitative Equities business,
was similarly impacted. Intech’s investment process produces portfolios
designed to be better diversified than their target benchmarks, so the
market concentration created a substantial headwind.
There were, however, some encouraging developments within Equities.
Strong stock-picking led to a return to form in some of our sizeable US
small- and mid-cap growth strategies, while in Europe, an assessment of
relative valuations and economies reopening revived interest in several of
our European strategies, with outperformance and strong inflows for our
Euroland value strategy. Amid our specialist sector strategies, real estate
equities continued to perform well and generated inflows, aided by global
commercial real estate investment reaching record levels after the
weakness in 2020.
Our Fixed Income capability navigated the 2021 volatility well, outperforming
in most of the strategies, although absolute returns were dented by the
capital decline associated with rising yields. Organic growth was achieved
in many key strategies, including multi-sector income, high yield and
strategic income products. The US fixed income team performed well,
delivering solid relative outperformance amid a backdrop of shifting
central bank policy. Meanwhile the Australian fixed income business built
on its reputation for consistency and was named Money Management’s
Fund Manager of the Year in the Australian Fixed Income category.
Investors value consistency and our flagship Balanced strategy within
Multi-Asset continued to deliver solid performance. With market volatility
a perennial concern for investors, its asset mix resonated with investors
looking to diversify risk, which, together with the team’s reputation, led
to substantial inflows. Within Alternatives, risk management is central
to our absolute return strategies, and strategies determined their worth
by reducing volatility and delivering positive returns. The multi-strategy
capability performed well, and with inflows across its Cayman, UCITS
and separately managed account vehicles, it demonstrated harmony
between our solutions offering and distribution efforts.
8
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review ESG investment
principles for long-term
investment success
As investment professionals, our first responsibility
is, and always has been, to our clients’ interests and
goals – growing and smartly managing their capital
and fulfilling our fiduciary responsibilities. In every
market, client demand is also increasing for us to invest
with processes that incorporate ESG and sustainability.
1. Investment portfolios are built with the aim of maximising long-term
risk-adjusted returns for our clients.
2. Evaluation of ESG factors is a material component to achieving
investment success.
3. Corporate engagement is vital to understanding and promoting
sustainable business practices.
4. Investment teams should have the freedom to interpret and implement
ESG factors in the way best suited to their asset class and
investment strategy objective.
For more information go to page 15.
What stood out for you in 2021?
It was satisfying to deliver on several key objectives. Key among these was
the deepening of our ESG capabilities, which Paul LaCoursiere, our Global
Head of ESG Investments, discusses in more detail on page 15. We made
significant progress on new research structures, strengthened processes,
developed enhanced reporting and launched new investment vehicles.
We worked hard to ensure common purpose between the Investment and
Distribution teams. We strengthened the links between investment desks
and client communication by bolstering the client portfolio management
teams and working with the Portfolio Construction Services team to bring
analysis and solutions direct to financial intermediaries.
In fact, a strong collaborative culture across the firm has been critical
to our success. Without the dedication of Legal, Operations, Technology,
Sales and Marketing or Compliance – to name just a few of the teams
involved – we simply could not have delivered the product launches or
infrastructure modernisation that we did, nor kept on top of what was
a demanding year in terms of regulatory change – and let’s not forget
much of this was achieved with lockdown rules in force.
How important was innovation?
Asset markets are constantly in flux, so we need to keep abreast of that,
but as investors we should also recognise our core competencies.
Fortunately, we have a lot to choose from. Evidence of our strength in
breadth is that the top 10 biggest institutional mandate wins in 2021 were
each in a different strategy. During 2021 we worked in close partnership
with clients to create solutions such as a portable alpha strategy for a
leading insurer.
We have been successful at taking a team and nurturing strategies that
are a natural fit, for example the development of Biotech from the Global
Life Sciences Team or a US Sustainable Equity strategy to offer investors
more regional specialisation within our global sustainable offering. Given
the growing popularity of ETFs, we launched five sustainable ETFs that
covered equities, natural resources and bonds. This sustainable ETF
suite involves four investment teams across three continents, forming
a nexus between our global investment coverage and investor demand
for ESG investing. If we can become the go-to ETF manager for certain
asset types or style factors, then this can become a major source of
growth. For example, our mortgage-backed security ETF is valued at
nearly at US$900 million, having launched just three years ago.
What are your priorities for 2022?
Our primary goal is to maintain robust performance and meet client needs.
We are determined to strengthen our relationships with consultants and
bring our solutions more prominently to an institutional audience. There is
still work to be done on data management and reporting, which will bring
improved efficiencies, but I am excited to see work nearing completion on
the transformation of our Order Management System. I am also determined
that we make investing as a career more accessible because in a changing
world it is important that we capture diversity of thought. Thanks to initiatives
such as the Greenwood Project and a newly created investment task
force to address diversity, equity and inclusion, investments saw a 1%
increase in women in investment professional roles and a 2% increase
in ethnically diverse employees in 2021, but more can be done.
With central banks and governments embarking on a path to policy
normalisation, one of the main drivers of capital market returns in recent
years may become less supportive. This should create more opportunities
for active managers to demonstrate their worth. Having spent the last few
years shaping our solutions-based product offering, formalising processes
and embedding ESG, we are in a strong position to meet clients’
investment needs and grow organically.
9
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 INVESTMENTS
BY CAPABILITY
We offer expertise across major asset classes,
with investment teams situated around the world.
Equity
Fixed Income
Multi-Asset
We offer a wide range of equity strategies
encompassing different geographic focuses
and investment styles. The teams include
those with a global perspective, those with
a regional focus – US, Europe, Asia Pacific
and Emerging Markets – and those invested
in specialist sectors. These teams generally
apply processes based on fundamental
research and bottom-up stock picking.
Our Fixed Income teams provide active asset
management solutions to help clients meet
their investment objectives. 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. The capabilities of these teams are
available through individual strategies or
combined in custom-blended solutions.
Multi-Asset includes teams in the US and
UK. The US-based teams manage US
and global asset allocation strategies.
The UK-based team has asset allocation
specialists, traditional multi-manager
investors and those focused on alternative
asset classes.
AUM (US$)
244.3bn
AUM (US$)
79.6bn
AUM (US$)
59.7bn
AUM outperforming benchmark
AUM outperforming benchmark
AUM outperforming benchmark
1 yr
39%
3 yrs
37%
5 yrs
68%
10 yrs
81%
1 yr
91%
3 yrs
96%
5 yrs
96%
10 yrs
98%
1 yr
99%
3 yrs
96%
5 yrs
96%
10 yrs
97%
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 yr
54%
3 yrs
51%
5 yrs
52%
10 yrs
86%
1 yr
64%
3 yrs
81%
5 yrs
75%
10 yrs
70%
1 yr
95%
3 yrs
93%
5 yrs
93%
10 yrs
94%
Largest strategies
Largest strategies
Largest strategies
US Concentrated Growth
US Mid Cap Growth
US Research Growth Equity
Global Life Sciences
US SMID Cap Growth
AUM
31 Dec 2021
(US$bn)
31.3
29.9
22.9
15.0
12.8
Global Strategic Fixed Income
AUM
31 Dec 2021
(US$bn)
10.7
Balanced
Absolute Return Income
10.3
UK Cautious Managed
Sterling Buy & Maintain Credit
Core Plus Fixed Income
Australian Fixed Income
9.6
7.0
6.4
Adaptive Portable Alpha
Global Adaptive Capital
Appreciation
Protective Life Dynamic
Allocation Series – Moderate
AUM
31 Dec 2021
(US$bn)
52.3
1.4
0.9
0.6
0.5
10
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review
Quantitative Equities
Alternatives
Quantitative Equities business Intech applies
advanced mathematics and systematic
portfolio rebalancing intended to harness
the volatility of movements in stock prices –
a source of excess returns and risk control.
With over 30 years of volatility expertise, the
Intech team employs a distinctive quantitative
approach based on observations of actual
price movements, not on subjective forecasts
of companies’ future performance.
The Alternatives teams manage a range of
investment solutions aimed at delivering specific
outcomes tailored to meet the needs and
constraints of clients. The team brings together
specialised skills to manage multi-asset,
absolute return investment solutions for
clients within risk controlled frameworks.
AUM (US$)
38.0bn
AUM (US$)
10.7bn
AUM outperforming benchmark
AUM outperforming benchmark
1 yr
8%
3 yrs
58%
5 yrs
53%
10 yrs
21%
1 yr
91%
3 yrs
100%
5 yrs
100%
10 yrs
100%
Mutual fund AUM in top 2
Morningstar quartiles
Mutual fund AUM in top 2
Morningstar quartiles
1 yr
0%
3 yrs
11%
5 yrs
13%
10 yrs
0%
1 yr
50%
3 yrs
34%
5 yrs
100%
10 yrs
100%
Largest strategies
Largest strategies
Intech Global Large Cap Core
ex-Japan – ESG
Intech US Enhanced Plus
Intech Global Enhanced Index
ex-Australia ex-Tobacco 1% Risk
Intech Global Large Cap Core
Intech US Broad Equity Plus
AUM
31 Dec 2021
(US$bn)
13.0
4.1
2.8
2.3
2.0
Absolute Return Equity
UK Direct Property
Multi Strategy
Europe Large Cap Long/Short
Concentrated Pan Europe Equity
AUM
31 Dec 2021
(US$bn)
5.3
1.5
1.1
0.7
0.4
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 2021
DISTRIBUTION
OVERVIEW
“ Building on our belief in the ‘power
of connection’, we look forward to
continuing to strengthen long-lasting
relationships with our clients and building
new ones as we focus on delivering
organic growth in 2022 and beyond.”
Suzanne Cain, Global Head of Distribution
What were the key areas of focus for
Distribution in 2021?
In last year’s Annual Report, I described our focus on building trust,
establishing a clear global distribution roadmap and enhancing connectivity
with clients. If 2020 was about laying foundations, 2021 was about
building on those foundations with a focus on growth.
Against the shifting backdrop of COVID restrictions, we were delighted
to be able to spend some time back in the office with colleagues and meet
with clients in person. When this wasn’t possible, the virtual working
environment served us well, and the commitment of our distribution teams
to meeting client needs was outstanding. To be able to strengthen our
Distribution team, capable of producing real ‘sales alpha’, we hired 11
talented senior people into key roles from top tier asset management
and finance competitors.
Our focus for 2021 was again shaped by an updated roadmap setting out
clear intentions for the year. The six pillars in 2021 were: 1) Global Products
in Local Markets, 2) Client Experience & Simple Excellence, 3) Strategically
Manage Client Relationships, 4) Data & Digital Advancement, 5) Embrace
ESG and 6) Support and Retain our People. The roadmap sought to
improve our clients’ experience, increase efficiencies and globalise
processes as well as support global revenue initiatives. These pillars
give our teams a clear direction of travel and coordinate efforts to
support clients across not only Sales, Marketing and Product, but
also Investments, Operations and Technology.
Our two revenue initiatives included our Global Focus Strategy: a focused
commitment to capabilities most suited to meeting client needs relevant
to current markets, and our Strategic Account Programme (SAP):
focusing resources on the largest global pockets of addressable assets
and enhancing service to key clients. The successful Global Focus
Strategy Initiative has seen an accelerated organic growth rate of 7%
in assets under management for products included, which represents an
increase of c.400 basis points (bps) in organic growth versus pre-inclusion
levels. Additionally, we saw a positive revenue differential of 7bps between
the gross sales and redemptions for products that are included, which
contributed to positive revenue margin expansion.
What were the key accomplishments?
Of note was the success of our EMEA and Latin American Intermediary
team with an organic growth rate of 5.5% and over US$3 billion of net
new money. In Australia, Asia (ex-Japan) and Japan, our Intermediary
teams saw a second consecutive year of positive net flows contributing
a combined total of US$2 billion, an organic growth rate of nearly 20%.
A large contribution came from Australia with growing interest in our
attractive Alternatives offerings. Within global institutional, we won a
diverse set of mandates across products and regions. We also move into
2022 with a strong pipeline of ‘won but not funded’ business, reflecting
the positive momentum for the long term.
Globalising our best practices was another key accomplishment. Notably,
we worked hard to expand our award-winning Portfolio Construction
Services (PCS) capability. With its roots in North America, we made new
hires to begin to broaden the offering to Europe. The PCS team took centre
stage in our new corporate positioning as they strengthen connections
with clients by applying ‘whole of portfolio’ solutions analysis to seek to
ensure better outcomes. It was gratifying to see our brand ‘Invested in
Connecting’ and the initial roll-out awarded best marketing strategy by
Gramercy Institute in North America. Client experience also remained
firmly in the spotlight with a reboot of our initial programme, including
the creation of our first portfolio manager ‘avatar’ to support our Global
Sustainable Equity franchise. We also globalised our social media presence,
taking us to more than 63,000 LinkedIn followers by year end.
12
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review Finally, we significantly advanced our ESG agenda and ambitions. This
included meaningfully increasing resources, expanding our product offerings
across the globe (including Article 8 and 9 classifications in Europe) and
further strengthening our governance framework. We also demonstrated
our commitment by leading a panel debate on decarbonisation and
emerging markets at the Investment COP in Glasgow, speaking at industry
and client events globally and actively contributing our insights on how
ESG requirements could evolve. Our narrative on ESG is captured on our
new ESG corporate web page that was launched in the second quarter
of 2021. A key milestone was launching five sustainable ETFs in the US,
showcasing the power of an active investment philosophy meeting the
demand for investing with a sense of purpose.
innovation themes. Growing interest in Emerging Markets and Natural
Resources are also likely to be areas of client demand. Our broad Fixed
Income platform is catering to a range of client needs globally, particularly
within Strategic Bond, High Yield, Investment Grade and Absolute Return
Income/Short Duration Income strategies. Our entirely active ETF platform
saw new launches over the past year, including the five sustainable ETFs,
but also preparing the launch of the highly differentiated ETF focused on
B-BBB-rated CLOs in North America. Growing ETFs will continue to be
a large area of focus for us. We also expect the differentiated approach
of our Diversified Alternatives/Multi-Strategy teams to continue to find
favour in 2022 as well as the long-held expertise of our multi-asset
Balanced team.
This diverse range of product offerings, tactical product extension plans,
a broadening of best practices and the strong pipeline in place mean
we are excited about the opportunities ahead. Building on our belief in
the ‘power of connection’, we look forward to continuing to strengthen
long-lasting relationships with our clients and building new ones as
we focus on delivering organic growth in 2022 and beyond.
What are your expectations for 2022?
There was a huge amount to be proud of in 2021, and we expect this
positive momentum to continue through 2022. While flows were challenging
following our merger in 2017, these have been trending steadily upwards
since the third quarter of 2020. The combination of an increase in the
rate of gross sales and a reduction in redemptions gives us confidence
that, while unlikely to be linear, the story of growth at Janus Henderson
is very much in place for 2022.
We take confidence from the strength and breadth of our product offering
and distribution footprint globally, both of which we will continue to develop
in 2022. Interest remains strong in our core equity franchise. Our Global
Sustainable Equity strategy, which celebrated its 30th anniversary in
2021, is well placed to meet client demand in a variety of vehicles. Our
Life Sciences/Biotech offerings are seeing global interest and our
Technology teams continue to offer investors a route into exciting
Global Distribution footprint
Total AUM (US$)
432.3bn
Global distribution
professionals
602
North America
AUM (US$)
241.0bn
Distribution professionals
285
EMEA & Latin America
AUM (US$)
132.3bn
Distribution professionals
242
Asia Pacific
AUM (US$)
59.0bn
Distribution professionals
75
13
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 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.
ESG Programme Steering Committee
ESG
Programme
ESG Investment
Process & Data
ESG Product
Disclosure and
Classification
Corporate
Social
Responsibility
Governance of ESG at Janus Henderson
Being a global asset management organisation comes with important
responsibilities. As an active manager, we believe that integrating
environmental, social and governance (ESG) factors into our investment
decision-making practices is fundamental to delivering the results clients
seek. ESG investing demands active and ongoing engagement, and we
are committed to maintaining a focus on long-term sustainability and
returns. We also recognise that the ESG investment world is evolving,
and we seek to partner with clients and act as a guide on that journey.
• At a corporate level, ESG principles influence our people, our culture and
our choices, helping to make us a better company.
• At an investment level, we have integrated ESG factors into our analysis
and processes, helping us to identify opportunities and risks, and influence
positive change as we engage with companies.
• Recognising that there is a lack of consistency in ESG implementation and
articulation across the industry, we seek to be clear in our communication
as well as providing insight and education for our clients.
To help ensure that strategic issues relating to ESG are appropriately
identified and managed across the firm in the best interest of our clients,
Janus Henderson established an ESG Steering Committee during 2021.
This body, which is chaired by Enrique Chang, our Global Chief Investment
Officer, contains several members of our Executive Committee and senior
representatives responsible for ESG activities within our Distribution and
Investments teams. Under this ESG Steering Committee, individual
initiatives have been created to ensure that:
• the ESG operating model within Investments continues to evolve;
• our funds and mandates respect emerging regulation pertaining to ESG;
and
• there is sufficient awareness of the firm’s activities relating to corporate
social responsibility.
In addition to this governance structure, regular management meetings
are organised around various topics relating to ESG. Janus Henderson’s
approach to incorporating ESG-related risks and opportunities into its
management structure has broadly been to rely on the existing framework,
rather than creating a parallel structure specifically for ESG. An exception
to this has been decided for Investments, where an ESG Oversight
Committee was set up in 2021. Other management committees with
ESG-related responsibilities include the Diversity, Equity & Inclusion
Committee, the Ethics and Conflicts Committee and the Proxy
Voting Committee.
14
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review Responsible investing
As a global active asset manager, we believe integrating ESG factors into
our investment decision-making and ownership practices is fundamental
to delivering the results clients seek. An issue as pressing as ESG investing
demands active and ongoing engagement, and our heritage and expertise
allow us to target long-term sustainable returns and positive outcomes.
We also recognise that the ESG investment world is evolving, and we
seek to partner with clients and act as a guide on that journey.
2021 was a breakthrough year for us in advancing our journey in embedding
ESG at the heart of our investment proposition.
Key accomplishments in 2021:
• Created a dedicated ESG investments team to promote ESG integration
across Janus Henderson and serve as a resource for all investment
teams. We grew the size of our central ESG team within Investments
from four people to a team of 15 people. The three pillars of the central
team comprise:
– Governance & Stewardship team. This team was strengthened
during the year and is focused on evolving the firm’s engagement
and voting policy and process, as well as leading on collaborative
and thematic engagements.
– ESG Investment Research team. This is a newly created team
supporting investment desks with ESG research and insights.
– ESG Strategy & Development team. This is also a newly
created team with a focus on ESG data, product design and
ESG thought leadership.
• Evolved our governance of ESG investment oversight through the
formation of an ESG Investment Oversight Committee, chaired by
our Global Head of ESG Investments. This committee is responsible
for ensuring that the investments framework to manage ESG-related
risks is adequate and effective.
• Updated our ESG investment policy by enhancing our voting and
stewardship process and adding engagement expectations and exclusions.
• Strengthened our ESG data and tools by working with MSCI as a
strategic ESG data partner alongside our existing ESG data providers
and by building out our cloud-based infrastructure to automate and feed
ESG data into front office and reporting systems.
• Continued to participate in select ESG industry initiatives to advance
sustainability across responsible investment, impact, stewardship,
climate change, governance, and disclosures and standards.
• Launched a range of five sustainable ETFs in the US and two funds in
Europe that comply with Article 9 of the European Commission’s
Sustainable Finance Disclosure Regulation (SFDR). We also continued
to focus on the roll-out of funds under Articles 8 and 9 of the SFDR with
more to follow in 2022.
• Shared our insights on ESG with our clients through generating
approximately 50 thought leadership pieces on ESG topics delivered
via articles, white papers, podcasts, videos and panel debates.
For more information on our commitment to responsible investing, please read our ESG
Corporate Statement and ESG Investment Principles online at janushenderson.com
Paul LaCoursiere
Global Head of ESG Investments
When I took up the position as Global Head of ESG Investments
at the beginning of 2021, I was excited by the firm’s proactive
attitude to ESG and recognition of its commercial importance.
I was impressed by the foundation already in place and looked
forward to helping evolve the ESG integration story across the
global investment desks.
As the industry undergoes significant change, Janus Henderson
is evolving to be well positioned to approach the opportunities
on our clients’ behalf. During the year we identified priorities,
developed strategy and committed to significantly enhancing
resources to support ESG activities across the business. Within
investments, this meant evolving from the previous generalist
model to a specialist model with skill sets grouped into three
accountability pillars:
1. Governance & Stewardship
A Governance & Responsible Investment team has been in place
since 2010 with a focus on supporting investment teams on
governance, proxy voting advisory and ESG company engagement.
The team continues to support these areas and now, with
additional headcount, will also provide thematic engagement.
2. ESG Investment Research
The primary purpose of this newly created team, for which
we made five new hires through the year, is to support a more
consistent methodology for evaluating the ESG performance
of issuers across our opportunity sets, with a focus on financial
materiality. The group will present thematic/industry/region level
analysis to inform the decision-making of our investment teams.
3. ESG Strategy & Development
This is a new team of specialists focusing on data, content, product
design and investment desk support with advisory services on
ESG investing across all asset classes. The group will help
articulate our ESG approach and views for clients, supporting
thought leadership and investment desks.
ESG-related regulation continues to evolve at a fast pace globally
and requires vigilance and analysis. Alongside developments at
a product level, we continued to share our thinking on ESG themes
and developments. I was privileged to represent Janus Henderson
as chair of a panel discussion at the Investment COP in Glasgow
with academic, business and government experts from across
the world discussing the opportunities and challenges that
decarbonisation presents across emerging markets.
Looking ahead, it is clear ESG investing will continue to gather
momentum and be a key consideration for investors. We believe
open and meaningful debate on the opportunities and challenges
is imperative. 2021 saw significant progress for Janus Henderson
and the industry more widely, and we look forward to further
evolution as we seek to ensure our offerings align with our
clients’ varying ESG objectives.
15
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 CORPORATE SOCIAL RESPONSIBILITY CONTINUED
Our people
Our diversity, equity and inclusion (DEI) strategy
is centred around the following goals:
Respect and honour our differences and maximise
the value to our clients and our business
Improve our insights by taking advantage of learning
opportunities that deepen our understanding
Attract and retain talented employees who bring
different perspectives and experiences
Monitor our company DEI and supplier diversity
metrics compared to industry best practices
Seek to understand our biases and not allow them
to influence our decision-making process
Gender and ethnic diversity in numbers
2019
2020
2021
Target
by 2023
39% 39% 38% 42%
27% 25% 23% 30%
16%1
22% 22% 28%
12%1
11% 11% 16%
Women in the
workplace
Women in senior
management
Ethnic diverse
employees in the
workplace
Ethnic diverse
employees in senior
management
Source: Janus Henderson Global Employee Population.
1. Data was only captured in the US.
Our environment
and sustainability
Climate change, biodiversity loss and pollution are some of the greatest
challenges we face today, and Janus Henderson recognises that urgent
action is imperative to prevent irreversible consequences to the planet.
We are committed to reducing our environmental impact and embedding
sustainable practices throughout our business.
Our commitment to our people is key to our way of life at Janus Henderson.
Our people-driven culture and commitment to our mission allow us to
create an inclusive environment where all employees can bring their
authentic self to work. We invest time and resources in supporting the
ambitions of our employees by reflecting their values and priorities in
our work. Our workplace is built on trust, connections, collaboration and
communication, and these fundamental principles are how we connect
our employees to what matters.
We believe that through thoughtful conversations, intentional actions
and a commitment to inclusion, we can continue to build upon the
#StrongerTogether campaign launched in 2020. We fostered conversation
around injustices, allyship and inequity. These conversations prompted
us to go beyond diversity and inclusion and focus on equity to
ensure we are aware of barriers and taking steps to remove those
unintentional barriers.
Key accomplishments in 2021:
• Implemented a hybrid working model and evaluating a longer-term
hybrid model to address the diverse needs of our employees.
• Encouraged by the strong trend of increasing employee engagement
scores from our annual survey over the past three years, given the
backdrop of our remote working model. Our score rose from 68%
in 2019 to 78% in 2021, and we made positive progress in areas
where opportunities to improve were identified in 2020.
• Focused on increasing underrepresented talent in the workplace
and set five new measurable goals for specific demographic groups,
including increasing the number of women employees in senior
leadership positions to 30% and increasing the number of racial
and ethnically diverse senior managers to 16% by 2023.
• Met our 2022 Women in Finance Charter target goal of 25%
representation of women in senior management in the UK. We
committed to a new goal of 30% (+/-5%) with a target date of 2023.
• Recognised for the past three years by the Bloomberg Gender-Equality
Index and Human Rights Campaign Foundation’s Corporate Equality
Index for our inclusive practices.
• Our executives were recognised as LGBT Great Allies and we educated
employees on the usage of pronouns and provided trans inclusion training.
• Provided Conscious Inclusion and Microaggressions in the Workplace
training on a quarterly basis for employees, in addition to ensuring all
new employees completed unconscious bias training.
• Created a high potential programme to invest in and reward high
potential employees and develop our future leaders.
• Launched back-up child and adult care to support balancing work
and family life when usual arrangements are not available.
• Enhanced various employee benefits relating to health & wellbeing,
including launching new fitness passes, enhanced cover for mental
health treatment and upgrades to US medical plans.
• Established new early careers partnerships with #10000BlackInterns,
Catalyst Afterschool Project, upReach Social Mobility, Greenwood
Project and College Track for 2021, as well as continued to offer an early
careers programme for Summer 2021 through a virtual working model.
• Continued to improve our gender pay gap in 2021 versus 2020*.
* 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.
16
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Business Review
Key accomplishments and commitments in 2021:
• Maintain our CarbonNeutral® status, which we have maintained every
year for the last 15 years. We see this as an important way of not only
offsetting our unavoidable operational emissions, but also contributing
to sustainable projects around the world.
• Reached our target of reducing our carbon footprint by 15% per full-time
employee over three years, based on 2018 consumption. We reached
this target using both actual emissions (which were lowered significantly
due to the impact of COVID-19), as well as business-as-usual modelling
(which is calculated by modelling our emissions to pre-COVID-19 levels).
– In 2022, we intend to set new targets using 2019 as a new baseline,
as well as review science-based targets methodology and net zero
targets across our business operations.
• Improved our carbon data collection by including our water withdrawal
and discharge, as well as waste and paper consumption.
– In 2022, we will also be estimating our working-from-home emissions
and reviewing employee commuting.
• Procured 100% renewable electricity in our head office in London and
in Luxembourg. We also switched our Melbourne and Sydney offices
to renewable electricity in 2021.
• Our 2021 CDP submission achieved a score of B-. We are committed
to improving our score through reviewing our disclosures and practices.
Emissions CO2e tonnes
Scope 1 – Fuel
Scope 2 – Electricity
Scope 3 – Business travel, hotel
stays, freight, paper consumption,
water, waste
2019
baseline
2020
2021*
57
63
53
4,046 2,846 2,219
7,824 1,994
835
Total 11,927 4,903 3,107
* 2021 data is in the process of verification.
Solar Water Heating, India
Through our carbon offsetting portfolio, we contributed to
high-quality, independently verified emission reduction and
removal projects, as well as advancing the UN Sustainable
Development Goals (SDGs).
Solar water heaters provide households, small- and medium-sized
enterprises and institutions with an in-house hot water supply
fuelled by renewable energy rather than carbon intensive grid
electricity. The project is primarily focused on serving urban areas
throughout the country and manufactures, distributes, installs and
maintains solar water heaters for a variety of residential, commercial
and community buildings. Distributing solar water heaters to
domestic households helps to meet the energy needs of a growing
population, while also promoting low carbon development.
SDGs advanced through this project:
Our commUNITY
At Janus Henderson, we know that we are #StrongerTogether and that the
biggest changes happen when we work together and across differences
to achieve a common goal. Our outreach to the community is no different.
Whether we are partnering with colleagues, clients or communities, it’s
our relationships and connections that allow us to make the biggest
difference. We are leveraging our economic power to address global
issues such as hunger, climate change, quality education and good
health and wellbeing.
Select employee-led contributions:
• During the month of May, Janus Henderson colleagues came together
through our global Month of Service to help organisations in our
communities, by donating a combination of time and fundraising.
• Each employee receives eight hours of paid volunteer time per calendar
year and in 2021 logged a combined 1,345 hours of community
investment time.
• We made a donation of US$60,000 to the Durrell Wildlife Conservation
Trust, one of the world’s leading conservation charities. This was inspired
by the 30th anniversary of Janus Henderson’s Global Sustainable
Equity strategy.
• Through our annual Charity Challenge, 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. In 2021, the Janus Henderson Foundation added an
additional category to the Charity Challenge which focused on
COVID-19 relief efforts.
The Janus Henderson Foundation
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 2021 partnerships:
• Denver Scholarship Foundation (DSF). We partnered with DSF to create
the Janus Henderson Scholarship, which was awarded to 12 Denver public
school students who were first-generation college students pursuing
a degree or certification in STEM, business, economics, accounting,
marketing, communication and/or journalism. In 2021, we were able
to support five additional scholars compared to 2020.
• 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 and is currently
in year three of a six-year partnership.
• Innovations for Learning (IFL). 2021 marked the 10th year that Janus
Henderson has partnered with global non-profit IFL. Grounded in the
belief that learning to read is a basic right with the power to transform
lives, IFL’s programmes and services fuse technology, corporate
volunteerism and intensive support to enable meaningful human
interaction. In 2021, we finalised a grant of more than US$182,000 so
that IFL could expand their flagship TutorMate programme in the US
and the UK to combat learning loss caused by the global pandemic.
For more information on our dedication to corporate social responsibility, please read our
latest Impact Report online at ir.janushenderson.com.
17
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 BOARD OF
DIRECTORS
The Board comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman,
one Executive Director and nine other Non-Executive Directors.
Richard
Gillingwater
Glenn
Schafer
Richard
Weil
Alison
Davis
Kalpana
Desai
Jeffrey
Diermeier
Richard Gillingwater
Chairman; Nominating and Corporate Governance Committee Chair
Alison Davis
Independent Non-Executive Director
Richard Gillingwater has been a Non-Executive Director and Chairman
of Janus Henderson since May 2017. He was a Non-Executive Director
of the Henderson Group Board from February 2013 to May 2017, taking
the position of Chairman in May 2013. He is currently the Chair of the
Nominating and Corporate Governance Committee and a member
of the Compensation Committee.
Alison Davis has been a Non-Executive Director of Janus Henderson
since February 2021. Ms Davis is currently a member of the Audit
Committee, the Nominating and Corporate Governance Committee
and the Risk Committee.
Glenn Schafer
Deputy Chairman
Kalpana Desai
Independent Non-Executive Director
Glenn Schafer has been a Non-Executive Director and Deputy Chairman
of Janus Henderson since May 2017. He was an Independent Director
of Janus Capital Group from December 2007 to May 2017, taking the
position of Chairman in April 2012. He is currently a member of the
Compensation Committee and the Nominating and Corporate
Governance Committee.
Kalpana Desai has been a Non-Executive Director of Janus Henderson
since May 2017. Ms Desai was a Non-Executive Director of Henderson
Group from October 2015 to May 2017 and is currently a member of the
Audit Committee, the Nominating and Corporate Governance Committee
and the Risk Committee.
Richard Weil
Chief Executive Officer and Executive Director
Jeffrey Diermeier
Independent Non-Executive Director; Audit Committee Chair
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.
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 Nominating and Corporate
Governance Committee and the Risk Committee.
18
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Governance Full biographies of the 10 directors nominated by the Board for election at the
2022 Annual General Meeting are set out on pages 14 to 18 of the Company’s
2022 Proxy Statement under the heading ‘Board Nominee Biographies’.
Kevin
Dolan
Eugene
Flood Jr.
Edward
Garden
Lawrence
Kochard
Nelson
Peltz
Angela
Seymour-Jackson
Kevin Dolan
Independent Non-Executive Director
Lawrence Kochard
Independent Non-Executive Director;
Compensation Committee Chair
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 Nominating and Corporate Governance
Committee and the Risk Committee.
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 2017 and is currently the Chair
of the Compensation Committee and a member of the Nominating and
Corporate Governance Committee.
Eugene Flood Jr.
Independent Non-Executive Director; Risk Committee Chair
Nelson Peltz
Independent Non-Executive Director
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 Audit Committee and the
Nominating and Corporate Governance Committee.
Nelson Peltz has been a Non-Executive Director of Janus Henderson
since February 2022. Mr Peltz is currently a member of the Nominating
and Corporate Governance Committee.
Edward Garden
Independent Non-Executive Director
Angela Seymour-Jackson
Independent Non-Executive Director
Edward Garden has been a Non-Executive Director of Janus Henderson
since February 2022. Mr Garden is currently a member of the Compensation
Committee and Nominating and Corporate Governance Committee.
Angela Seymour-Jackson has been a Non-Executive Director of Janus
Henderson since May 2017. Ms Seymour-Jackson was a Non-Executive
Director of Henderson Group from January 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).
19
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 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 Board
comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman,
one Executive Director and nine other Non-Executive Directors who met
in London, Denver or virtually in 2021. 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’.
of our Code of Business Conduct; reviewing and approving related party
transactions in accordance with the Company’s policies and procedures;
overseeing our policies and procedures with respect to major financial
risk exposures, coordinating with the Risk Committee, as appropriate;
and monitoring the appropriateness and effectiveness of our internal
systems and controls. 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’ as defined under SEC rules.
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, two special committees of the Board were established between
2020 and 2021 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 standing committees consist of members who have been determined
by the Board to be independent and all members of the Audit Committee
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 assisting the Board in, among
other things: overseeing the integrity, reliability and appropriateness of
our financial statements; reviewing the qualifications, independence and
performance of our independent auditor (as well as being responsible for
its appointment, reappointment and removal); assessing the performance
and procedures of our internal audit function; obtaining reports from
management and the independent auditor concerning the Company’s
compliance with legal and regulatory requirements and the requirements
Compensation
The Compensation Committee is responsible for assisting the Board
in, among other things: determining the compensation of our CEO and
certain other executive officers; reviewing and recommending to the
Board the compensation of our non-executive directors; reviewing the
Company’s compensation philosophy, strategy and principles; overseeing
compliance with the compensation rules, regulations and guidelines of
the NYSE, ASX and other applicable laws; establishing, amending and,
where appropriate, terminating incentive compensation plans, equity-based
plans and other bonus arrangements; and reviewing the Company’s stock
ownership guidelines for non-executive directors and members of our
Executive Committee, and monitoring compliance with such guidelines.
The committee is chaired by Lawrence Kochard.
Nominating and Corporate Governance
The Nominating and Corporate Governance Committee is responsible
for assisting the Board in, among other things: identifying individuals
qualified to become Board members, consistent with the criteria approved
by the Board; recommending to the Board nominees for election and
directors to serve on each standing Board committee; shaping the
Company’s corporate governance, including recommending to the Board
any changes to our Corporate Governance Guidelines; overseeing the
annual evaluation of the Board; and considering the size, composition,
expertise and balance of the Board, as well as succession planning for
non-executive directors and senior executives (including the CEO). The
committee is chaired by Richard Gillingwater.
Risk
The Risk Committee is responsible for assisting the Board in its oversight
of risk, including by: helping ensure that the key risks facing the Company
are covered and identified in a regular and timely fashion either by the
committee, the Board or by one of the other Board committees; advising
on the Company’s risk profile and risk appetite in setting our future strategy;
anticipating forward-looking and emerging risks that relate to the industry
or the Company specifically, and monitoring these risks and considering
mitigating actions on an ongoing basis; overseeing the effectiveness of
the risk management procedures, and the principal risks and uncertainties
relating to the Company and the steps being taken to mitigate them; and
reviewing reports prepared by the Company’s Chief Risk Officer. The
committee is chaired by Eugene Flood Jr.
2020
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Governance 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
2021 Director attendance at Board and Committee meetings
Ten Board meetings were held by the Janus Henderson Group plc Board during 2021, on: 3 and 23 February, 18 March, 28 to 29 April, 27 to 28 July,
7 October, 21 to 22 October, 26 to 27 October, 16 November and 9 December.
Board and Committee meetings attended1
Independence
Board
Audit
Compensation
Nominating and
Corporate
Governance
Risk
Special
Richard Gillingwater
Glenn Schafer
Richard Weil
Alison Davis2
Kalpana Desai
Jeffrey Diermeier
Kevin Dolan
Eugene Flood Jr.
Lawrence Kochard
Angela Seymour-Jackson
Tatsusaburo Yamamoto3
Date
appointed
30 May ’17
30 May ’17
30 May ’17
16 Feb ’21
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
30 May ’17
1. Nelson Peltz and Edward Garden were appointed to the Board in February 2022.
2. Alison Davis was elected to the Board effective 16 February 2021.
3. Tatsusaburo Yamamoto resigned as a Director on 4 February 2021.
10/10
10/10
10/10
9/9
10/10
10/10
10/10
10/10
10/10
10/10
0/1
n/a
n/a
n/a
4/4
5/5
5/5
5/5
5/5
n/a
n/a
n/a
7/7
7/7
n/a
n/a
n/a
n/a
n/a
n/a
7/7
7/7
n/a
4/4
4/4
n/a
3/3
4/4
4/4
4/4
4/4
4/4
4/4
0/1
n/a
n/a
n/a
4/4
5/5
5/5
5/5
5/5
n/a
n/a
n/a
2/2
8/8
n/a
n/a
8/8
6/6
n/a
n/a
2/2
2/2
n/a
21
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 GOVERNANCE OVERVIEW CONTINUED
Gillingwater Davis Desai Diermeier Dolan Flood Jr. Garden Kochard Peltz
Seymour-
Jackson
Board skills*
Asset Management Industry
Executive Leadership
Strategy
International
Financial & Audit
Risk & Compliance Oversight
Client Focus
Marketing & Distribution
Public Company Governance
Technology & Cyber
Human Resources/Talent Management
Mergers & Acquisitions
Legal & Regulatory
Significant Experience
Moderate Experience
Limited Experience
* The Board skills matrix presents the experience of the 10 directors nominated by the Board for election at the 2022 Annual General Meeting.
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
follows: Asset Management Industry – experience working in the asset
management industry; Executive Leadership – experience working as
a CEO or other senior executive; International – experience working in
global organisations and assessing, prioritising and executing business
expansion into new countries; Financial & Audit – ability to understand
and analyse financial statements and financial performance and to
contribute to oversight of the integrity of financial reporting; Risk &
Compliance Oversight – 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 services, and experience implementing
changes to enhance the client experience; Marketing & Distribution –
experience in formulating, executing or overseeing marketing and
distribution strategies and plans; Public Company Governance –
knowledgeable about public company corporate governance practices;
Technology & Cyber – experience in digital technology, digital marketing,
social media and cybersecurity; Human Resources/Talent Management –
understanding of HR and personnel considerations for executive
recruitment, compensation structure and performance review; Mergers
& Acquisitions – experience in identification, assessment, valuation,
negotiation and integration of mergers, acquisitions, joint ventures and
divestments; and Legal & Regulatory – experience dealing with
government, regulatory and legal issues.
Training
To ensure that Board members understand the Company and its industry
and maintain and develop their expertise, the Board receives presentations
from the management team on the Company’s goals, strategy and the
current competitive environment in addition to presentations on various
topics related to key industry trends, topical business issues, risk
management and governance. During 2021, all Janus Henderson
Directors received presentations on strategy, business resilience, cyber
security and data privacy, ESG, corporate governance and diversity,
equity and inclusion. In addition, each director is expected to participate
in continuing education programs, at the Company’s expense, to maintain
the necessary level of expertise to perform his or her responsibilities.
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 15 sell-side analysts
who follow Janus Henderson. In 2021, management and IR conducted
over 100 individual meetings with existing shareholders, representing
approximately 56% of our common stock outstanding, and potential
shareholders in Australia, the UK and the US. The majority of meetings
were conducted virtually due to the ongoing global pandemic.
The Board regularly receives feedback on shareholder sentiment and
sell-side analysts’ views of the Group and the wider industry. The
Chairman of the Board also conducted a number of outreach meetings
during the year with major shareholders representing approximately 35%
of our common stock outstanding. 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.
Trian Fund Management, L.P. (Trian) is the Company’s largest shareholder
and owns approximately 16.7% of common stock outstanding. In February
2022, Edward Garden and Nelson Peltz, each a Founding Partner of
Trian, joined the Board of Directors.
2222
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Governance
An overview of the topics addressed by the Board in 2021
February
April
July
October
December
4Q20 and FY20 results
and 4Q20 dividend
2021 budget
Approval of on-market share
buyback programme
Emerging market equities
Diversity and inclusion
Vendor exposure
1Q21 results and dividend
2Q21 results and dividend
3Q21 results and dividend
Investor Relations review
of fundamental analyst
models
ESG
Business resilience (BR),
including impact of
COVID-19
BR, including COVID-19
Foreign currency
exchange accounting
and exposure
ESG
Employee engagement
survey results
Cyber security and
data privacy
Approval of on-market
share buyback programme
Employee retention risk in a
post-COVID-19 environment
BR, including COVID-19
ESG
Group strategy
Annual review of charters
and governance documents
Board and Committees
self-evaluation
Executive and Board
succession planning
Review of FY21 forecast
and 2022 budget
Diversity, equity
and inclusion
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, equity and inclusion
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,
and we accomplish this by focusing on our key CSR pillars: responsible
investing, our people, our environment and our community.
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 16 to 29, Item 1A on Form 10-K.
Directors’ report
Further disclosures, where applicable to the Company, are contained in
this Annual Report and the Company’s 2022 Proxy Statement as 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 12 to 18 and 20 to 25 of the Proxy Statement under the captions
‘Board of Directors’ and ‘Corporate Governance’, respectively; and
• pages 26 to 27 and 35 to 56 of the Proxy Statement under the headings
‘Board Compensation’ and ‘Executive Compensation’, respectively.
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 2022
Roger Thompson
Chief Financial Officer,
24 February 2022
23
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 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 2021 and 2020, and the related consolidated statements
of comprehensive income, of changes in equity and of cash flows
for each of the three years in the period ended 31 December 2021,
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 2021 and 2020, and the results of its operations and
its cash flows for each of the three years in the period ended 31 December
2021 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 Certain
Indefinite-Lived Intangible Assets Composed
of Investment Management Agreements
As described in Notes 2 and 8 to the consolidated financial statements,
the Company’s net intangible assets balance of US$2,542.7 million as of
31 December 2021 is net of US$121.9 million of impairment recognized
in 2021, and includes indefinite-lived investment management agreements,
indefinite-lived trademarks and definite-lived client relationships. The
indefinite-lived intangible asset balance related to investment management
agreements was US$2,114.8 million as of 31 December 2021, which is
net of US$115.6 million of impairment recognized in 2021. Management
performs its annual impairment assessment of 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. If the
fair value of the intangible asset is less than the carrying amount, an
impairment is recognized. During the second quarter of 2021, management
performed an interim impairment assessment on a certain indefinite-lived
intangible asset composed of investment management agreements due
to a significant decrease in assets under management and unfavorable
changes in the forecast on this specific asset. A discounted cash flow
model was used to determine the estimated fair value of the investment
management agreements. The results of the discounted cash flow model
revealed a fair value of nil and management therefore impaired the entire
US$40.8 million balance of the intangible asset. As part of management’s
annual impairment assessment, management used a qualitative approach
to determine the likelihood of impairment of indefinite-lived intangible assets,
with assets under management being the focus of the assessment. After
reviewing the results of the qualitative assessment, a certain intangible
asset composed of investment management agreements with a carrying
value of US$117.8 million as of 1 October 2021 required further review to
determine if it was impaired. Management prepared a discounted cash
flow model to determine the estimated fair value of the intangible asset,
which was below the carrying value of the asset and a US$74.8 million
impairment was recorded. Some of the inputs used in the interim and
annual discounted cash flow models required significant management
judgment, including the discount rates, terminal growth rates, forecasted
financial results and market returns.
24
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021Governance The principal considerations for our determination that performing
procedures relating to the impairment assessments of certain
indefinite-lived intangible assets composed of investment management
agreements is a critical audit matter are (i) the significant judgment by
management when determining the fair value of certain indefinite-lived
intangible assets and (ii) a high degree of auditor judgment, subjectivity,
and effort in performing procedures and evaluating management’s
significant assumptions related to the forecasted financial results and
market returns.
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 intangible assets, including controls over the valuation
of certain indefinite-lived intangible assets composed of investment
management agreements. These procedures also included, among
others (i) testing management’s process for determining the fair value
of certain indefinite-lived intangible assets composed of investment
management agreements; (ii) evaluating the appropriateness of the
discounted cash flow model; (iii) testing the completeness and accuracy
of underlying data used in the discounted cash flow model; and (iv)
evaluating the reasonableness of significant assumptions used by
management related to the forecasted financial results and market
returns. Evaluating management’s significant assumptions related to
the forecasted financial results and market returns involved evaluating
whether the significant assumptions used by management were reasonable
considering (i) the current and past performance of investment companies
subject to the investment management agreements; (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.
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 2022
We have served as the Company’s auditor since 2019.
25
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 10-K
26
JANUS HENDERSON GROUP PLC ANNUAL REPORT 2021 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, 2021
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 x No o
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 o No x
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 x No o
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 x No o
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 filerx
Accelerated filer o
Non-accelerated filer o
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. o
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 x
As of June 30, 2021, the aggregate market value of common equity held by non-affiliates was $6,575,152,080.35. As of February 18, 2022, there were 169,046,154
shares of the Company’s common stock, $1.50 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates by reference portions of the registrant's definitive proxy statement relating to its 2022 Annual General Meeting of Shareholders (the
“Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Table of Contents
JANUS HENDERSON GROUP PLC
2021 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 6.
[Reserved]
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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Page
3
16
30
30
30
30
30
32
32
54
57
106
106
107
107
107
107
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 107
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
107
107
108
114
115
2
Table of Contents
JANUS HENDERSON GROUP PLC
2021 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
Securities
Item 6.
[Reserved]
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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 107
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
Page
3
16
30
30
30
30
30
32
32
54
57
106
106
107
107
107
107
107
107
108
114
115
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 (“Exchange Act”), and Section 27A of the Securities Act of 1933, as
amended (“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 other asset management companies. In May 2017, JHG (previously Henderson) completed a merger of
equals with Janus Capital Group (“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 2,200 employees worldwide and assets under management
(“AUM”) of $432.3 billion as of December 31, 2021. 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.
On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary,
Intech Investment Management LLC (“Intech”), to a consortium composed of Intech management and certain non-
executive directors (“Management Buyout”). The Management Buyout is expected to enable both organizations to
refocus on their key value propositions: Janus Henderson on providing active, fundamental investing, and Intech on
delivering quantitative investment solutions for institutional investors. As part of this decision, JHG and Intech will enter
into a transition services agreement that provides for continuation of support services to help ensure a seamless transition
in operations and continuity in serving Intech’s clients. The transaction is expected to close in the first half of 2022.
2
3
Table of Contents Table of Contents
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 when performance hurdles or other specified criteria are achieved. The
level of assets subject to such fees can positively or negatively affect our revenue. As of December 31, 2021,
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.
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 based upon our five strategic
priorities detailed below; however, modifications to our strategy may occur as a result of the appointment of our new
CEO in 2022.
● 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.
4
Table of Contents ● 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,
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
2021
Year ended December 31,
2020
2019
$
$
$
$
$
$
$
$
$
$
2,767.0 $
1,943.6 $
823.4 $
29.8%
622.1 $
3.59 $
2,298.6 $
2,140.8 $
157.8 $
6.9%
161.6 $
0.87 $
2,215.4 $
1,251.9 $
963.5 $
43.5%
741.6 $
4.28 $
1,834.2 $
1,137.5 $
696.7 $
38.0%
557.9 $
3.01 $
2,192.4
1,651.5
540.9
24.7%
427.6
2.21
1,748.1
1,121.5
626.6
35.8%
478.3
2.47
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 when performance hurdles or other specified criteria are achieved. The
level of assets subject to such fees can positively or negatively affect our revenue. As of December 31, 2021,
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.
Strategy
CEO in 2022.
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 based upon our five strategic
priorities detailed below; however, modifications to our strategy may occur as a result of the appointment of our new
● 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.
4
5
Table of Contents Table of Contents
Assets Under Management
Our AUM by client type, capability and client location as of December 31, 2021, 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 staff. A description of each client type and distribution channel is presented below.
Intermediary Channel
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, alternatives 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, 2021, AUM in our intermediary channel totaled $215.0 billion, or 50% 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, 2021, AUM in our institutional channel totaled $127.2 billion, or 29% of total AUM.
Self-Directed Channel
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, 2021, AUM
in our self-directed channel totaled $90.1 billion, or 21% of total AUM.
6
Table of Contents
Assets Under Management
Investment Capabilities
Our AUM by client type, capability and client location as of December 31, 2021, is presented below (in billions).
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
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 business applies advanced mathematics and systematic portfolio rebalancing intended to harness the volatility
of movements in stock prices — a 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.
Intermediary Channel
Alternatives
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 subadvised 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, 2021, total North America AUM was $241.0
billion, and we employed 157 and 285 investment and distribution professionals, respectively.
EMEA and Latin America
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, 2021, total EMEA and Latin America AUM was $132.3 billion, and the region
employed 153 and 242 investment and distribution professionals, respectively.
6
7
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 staff. A description of each client type and distribution channel is presented below.
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, alternatives 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, 2021, AUM in our intermediary channel totaled $215.0 billion, or 50% of total AUM.
Institutional Channel
Self-Directed 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, 2021, AUM in our institutional channel totaled $127.2 billion, or 29% 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, 2021, AUM
in our self-directed channel totaled $90.1 billion, or 21% of total AUM.
Table of Contents Table of Contents
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, 2021, the Asia Pacific AUM was $59.0 billion, and the region employed 43 and 75 investment and
distribution professionals, respectively.
Human Capital
With more than 2,200 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, 2021 and 2020, we had 2,235 and 2,053 full-time equivalent employees, respectively. Our diverse
workforce includes: trainees, apprentices and fixed-term employees working alongside our permanent part- and full-time
employees.
2021 Headcount
EMEA
North America
Asia Pacific
Grand Total
Permanent
917
1,060
185
2,162
Fixed-Term
Worker
45
-
4
49
Trainee
10
-
2
12
Apprentice
11
1
-
12
Grand Total
983
1,061
191
2,235
2020 Headcount
EMEA
North America
Asia Pacific
Grand Total
Permanent
789
1,037
180
2,006
Fixed-Term
Worker
29
-
9
38
Apprentice
6
3
-
9
Grand Total
824
1,040
189
2,053
Note: Contractors and other temporary employees excluded. The 2020 trainee program was placed on hold due
to the impact of the pandemic.
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.
8
Table of Contents
Asia Pacific
Professional Development
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, 2021, the Asia Pacific AUM was $59.0 billion, and the region employed 43 and 75 investment and
distribution professionals, respectively.
Human Capital
With more than 2,200 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
employees.
2021 Headcount
Permanent
Worker
Trainee
Apprentice
Grand Total
EMEA
North America
Asia Pacific
Grand Total
917
1,060
185
2,162
11
1
-
12
983
1,061
191
2,235
Fixed-Term
45
-
4
49
10
-
2
12
Fixed-Term
2020 Headcount
Permanent
Worker
Apprentice
Grand Total
EMEA
North America
Asia Pacific
Grand Total
789
1,037
180
2,006
29
-
9
38
6
3
-
9
824
1,040
189
2,053
Note: Contractors and other temporary employees excluded. The 2020 trainee program was placed on hold due
to the impact of the pandemic.
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.
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 2021, approximately 87% 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 2021 employee opinion survey, we:
• Continued to survey our employees and engage them in creating our future hybrid working model and worked
to better understand how we can best support their mental health and overall well-being; and
• Launched several initiatives dedicated to career progression: hosted a career day where employees participated
in live learning events and discussions, and developed the My Career Path site where employees can explore
careers at the company and find helpful tools to drive their careers forward.
As of December 31, 2021 and 2020, we had 2,235 and 2,053 full-time equivalent employees, respectively. Our diverse
workforce includes: trainees, apprentices and fixed-term employees working alongside our permanent part- and full-time
Diversity, Equity 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 employees. Diversity, equity
and inclusion (“DEI”) 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.
Our recent accomplishments include:
38% of employees globally are women.
22% of employees globally are ethnically diverse.
•
•
• Enhanced COVID-19 benefit coverage, including leave options, employee well-being and counselling services,
and backup child- and eldercare.
• Met our 2022 Women in Finance Charter target goal of 25% representation of women in senior management in
the UK.
Introduced DEI performance objectives for all employees as part of our annual performance evaluation process.
•
• Continued our #StrongerTogether initiative to educate employees on racial injustice, privilege, allyship and
systemic racism.
• Achieved a DEI Employee Engagement score of 83% which is 3% higher than the 75th percentile New
Measures industry benchmark.
• Signed the CEO Action for Diversity & Inclusion pledge and committed to the Equity Collective.
• Recognized by Bloomberg Gender Equality and Human Rights Campaign Index for our transparent and
inclusive practices.
• Committed to new diverse entry-level talent programs.
•
Improved our gender pay gap over the past three years.
•
Implemented new leadership programs for underrepresented talent.
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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
While the pandemic continues to influence how and where we work, we have maintained focus on our strategic priorities
and delivered results for our clients. We have welcomed the majority of our employees back into our offices over the
past year; however, our technology capabilities allow them to alternatively work from home effectively. Our detailed
business continuity plan puts the health and safety of our employees first and helps to ensure we can operate effectively
in a hybrid working model. We modify our business practices in accordance with local requirements and conditions
impacting our offices to: implement mask orders and social distancing guidelines, allow work-from-home arrangements
and flexible work schedules, and restrict business-related travel as needed. We continue to evolve and learn from our
experiences and are becoming more agile in how we operate our business, with increased flexibility in how and where
our employees work.
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.
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Employee Remuneration and Benefits
Competition
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
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
While the pandemic continues to influence how and where we work, we have maintained focus on our strategic priorities
and delivered results for our clients. We have welcomed the majority of our employees back into our offices over the
past year; however, our technology capabilities allow them to alternatively work from home effectively. Our detailed
business continuity plan puts the health and safety of our employees first and helps to ensure we can operate effectively
in a hybrid working model. We modify our business practices in accordance with local requirements and conditions
impacting our offices to: implement mask orders and social distancing guidelines, allow work-from-home arrangements
and flexible work schedules, and restrict business-related travel as needed. We continue to evolve and learn from our
experiences and are becoming more agile in how we operate our business, with increased flexibility in how and where
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.
purchase plan.
Turnover
skilled employees.
COVID-19 Impacts
our employees work.
Intellectual Property
industry and with clients.
Seasonality
The investment management industry is relatively mature and saturated with competitors that provide similar services.
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.
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
(“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.
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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 (“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
(“Code”).
Broker-Dealer Regulations
Our subsidiary, Janus Henderson Distributors US LLC (“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 (“OTC”) 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
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 (“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
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Table of Contents 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 (“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
(“Code”).
Broker-Dealer Regulations
Our subsidiary, Janus Henderson Distributors US LLC (“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 (“OTC”) 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.
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
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.
ERISA
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 (“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 (“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 previously (until December 31, 2020) 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 (“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 (“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)
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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.
Jersey
During the course of 2021, Janus Henderson Investors (“Jersey”) Limited applied for and was granted registration under
Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business. The
company was established to operate a fund management business in Jersey, providing portfolio management services to
funds and segregated mandates and is authorized and supervised by the Jersey Financial Services Commission in respect
of its activities.
Singapore
In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary
Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct
regulated activities in fund management. It 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
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. JHISL is also registered with South
Korea’s Financial Services Commission (“FSC”) as a Cross-Border Discretionary Investment Manager and Investment
Advisor.
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
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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.
During the course of 2021, Janus Henderson Investors (“Jersey”) Limited applied for and was granted registration under
Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business. The
company was established to operate a fund management business in Jersey, providing portfolio management services to
funds and segregated mandates and is authorized and supervised by the Jersey Financial Services Commission in respect
In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary
Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct
regulated activities in fund management. It 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
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. JHISL is also registered with South
Korea’s Financial Services Commission (“FSC”) as a Cross-Border Discretionary Investment Manager and Investment
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
Jersey
of its activities.
Singapore
Advisor.
Australia
subsidiaries also act as a product issuer for ETFs that are Quoted Managed Funds on the Chi-X Australia stock exchange
(“Chi-X”) and the AQUA market of the Australian Securities Exchange (“ASX”). Therefore, our subsidiaries must
comply with the Chi-X operating rules and procedures as well as the ASX Operating Rules and the ASX Operating
Rules 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 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 FSC.
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.
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Within the time period prescribed by the SEC and New York Stock Exchange (“NYSE”) 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 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.
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 in a widespread
national and global public health crisis, which has had, and may 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 measures implemented in response to 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 COVID-19 pandemic has adversely affected, and will
likely continue to adversely affect, global economies and markets, and it has resulted in disruptions in commerce that
continue to evolve, including with respect to financial and other economic activities, services, travel and supply chains.
Global and national health concerns, and continued 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 impacted by the ongoing COVID-19 pandemic. The global spread of COVID-19 and the
governmental actions and economic effects resulting from the pandemic have had 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 impact of 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.
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,
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Within the time period prescribed by the SEC and New York Stock Exchange (“NYSE”) 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
ITEM 1A.
RISK FACTORS
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 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.
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 in a widespread
national and global public health crisis, which has had, and may 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 measures implemented in response to 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 COVID-19 pandemic has adversely affected, and will
likely continue to adversely affect, global economies and markets, and it has resulted in disruptions in commerce that
continue to evolve, including with respect to financial and other economic activities, services, travel and supply chains.
Global and national health concerns, and continued 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 impacted by the ongoing COVID-19 pandemic. The global spread of COVID-19 and the
governmental actions and economic effects resulting from the pandemic have had 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 impact of 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.
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. 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, including the duration of the pandemic, the actions taken by governmental authorities to contain
its financial and economic impact, the continued or renewed implementation of travel advisories and restrictions, the
efficacy and availability of vaccines, and the extent of the pandemic’s disruption to supply chains and economic markets.
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, inflation, 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 (partly due to inflationary expectations), 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,
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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.
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.
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 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, to market participants and to the operations of third parties whose functions are integral
to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market
volatility.
The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours. While an ETF’s
creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or
units normally will trade at prices close to the ETF’s net asset value (“NAV”), exchange prices may deviate significantly
from the NAV. ETF market prices are subject to numerous potential risks, including significant market volatility;
imbalances in supply and demand; trading halts invoked by a stock exchange; and the inability or unwillingness of
market markers, authorized participants, or settlement systems or other market participants to perform functions
necessary for an ETF’s arbitrage mechanism to function effectively. If market events lead to instances where an ETF
trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the
relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which may
cause the ETFs AUM, revenue and earnings to decline.
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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.
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.
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 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, to market participants and to the operations of third parties whose functions are integral
to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market
volatility.
The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours. While an ETF’s
creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or
units normally will trade at prices close to the ETF’s net asset value (“NAV”), exchange prices may deviate significantly
from the NAV. ETF market prices are subject to numerous potential risks, including significant market volatility;
imbalances in supply and demand; trading halts invoked by a stock exchange; and the inability or unwillingness of
market markers, authorized participants, or settlement systems or other market participants to perform functions
necessary for an ETF’s arbitrage mechanism to function effectively. If market events lead to instances where an ETF
trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the
relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which may
cause the ETFs AUM, 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 (“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, 2021, the UK
Pension Scheme had a surplus of $2.7 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
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 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 (“EUR”) and Australian dollars (“AUD”). 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.
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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. 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 revenue, could cause us
to lose clients, which could have a material adverse effect on our AUM, results of operations and financial condition.
Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of
knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
On November 18, 2021, we announced that Richard M. Weil had provided notice of his intention to retire as our Chief
Executive Officer and a member of our Board of Directors, effective as of March 31, 2022. From the period
commencing on March 31, 2022, and ending on June 30, 2022, Mr. Weil will remain an employee of the Company and
serve as non-executive special advisor to the Company and its affiliates assisting in the transition of the Chief Executive
Officer duties. The search for and transition to a new Chief Executive Officer may result in disruptions to our business
and uncertainty among our clients, employees and investors, which could adversely impact our business and results of
operations.
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,
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Table of Contents 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. 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 revenue, could cause us
to lose clients, which could have a material adverse effect on our AUM, results of operations and financial condition.
Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of
knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
On November 18, 2021, we announced that Richard M. Weil had provided notice of his intention to retire as our Chief
Executive Officer and a member of our Board of Directors, effective as of March 31, 2022. From the period
commencing on March 31, 2022, and ending on June 30, 2022, Mr. Weil will remain an employee of the Company and
serve as non-executive special advisor to the Company and its affiliates assisting in the transition of the Chief Executive
Officer duties. The search for and transition to a new Chief Executive Officer may result in disruptions to our business
and uncertainty among our clients, employees and investors, which could adversely impact our business and results of
operations.
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;
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• 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, 2021, our goodwill and intangible assets totaled $3,917.0 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),
and 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.
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
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.
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Table of Contents • 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).
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.
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.
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.
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, 2021, our goodwill and intangible assets totaled $3,917.0 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),
and 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.
including:
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,
• 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
•
•
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.
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 9% of our AUM as of December 31, 2021),
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
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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
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.
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 is 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.
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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
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.
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 is 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.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and
may increase our borrowing costs.
Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depends 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 (“S&P’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
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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.
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.
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Table of Contents 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.
Failure to comply with client contractual requirements and/or investment guidelines could negatively impact our
AUM, results of operations and financial condition.
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.
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.
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 EU 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 (“Transition Period”). The UK and the EU agreed a Trade and
Cooperation Agreement on December 24, 2020 (“TCA”), which was operative from the end of the Transition Period and
which governs the UK’s relationship with the EU. 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 have been the subject of further bilateral
negotiations. One of the subjects of these negotiations has been a memorandum of Understanding (“MoU”) between the
EU and UK covering financial services. While a technical agreement on the MoU was reached on March 26, 2021, the
text of the MoU has not been published, and ratification is subject to further agreement between the EU and the UK,
which may not be forthcoming. 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. A failure to reach an agreement for a
sustainable and practical financial services regulatory relationship between the UK and the EU, whether on the basis of
equivalence, mutual recognition or otherwise, could harm our operations and returns.
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.
These and related issues, or 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.
Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial
condition.
We may not effectively manage risks associated with the replacement of benchmark indices.
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
26
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Table of Contents Table of Contents
• 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.
The publication of non-USD LIBOR and one-week and two-month USD LIBOR ceased after December 31, 2021, and
the remaining USD LIBOR tenors will cease immediately after June 30, 2023. As a result of LIBOR’s phase out, our
credit facility was amended to incorporate the Secured Overnight Financing Rate (“SOFR”) as the successor rate to USD
LIBOR and the Sterling Overnight Index Average ("SONIA") as the successor rate to GBP LIBOR. There are significant
differences between how LIBOR and SOFR or SONIA are calculated, which could result in increased borrowing costs.
It is not currently possible to determine precisely to what extent the withdrawal and replacement of LIBOR will 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.
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.
The U.S. Congress is considering a variety of tax legislation proposals. Although the final form of such legislation, and
whether it will ultimately be enacted, is uncertain, increases to the income tax 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. In addition,
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 (“IRS”) may assert that, as a result of the Merger, we should be treated as a U.S. corporation
28
Table of Contents • 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.
(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”).
The publication of non-USD LIBOR and one-week and two-month USD LIBOR ceased after December 31, 2021, and
the remaining USD LIBOR tenors will cease immediately after June 30, 2023. As a result of LIBOR’s phase out, our
credit facility was amended to incorporate the Secured Overnight Financing Rate (“SOFR”) as the successor rate to USD
LIBOR and the Sterling Overnight Index Average ("SONIA") as the successor rate to GBP LIBOR. There are significant
differences between how LIBOR and SOFR or SONIA are calculated, which could result in increased borrowing costs.
It is not currently possible to determine precisely to what extent the withdrawal and replacement of LIBOR will 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.
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.
The U.S. Congress is considering a variety of tax legislation proposals. Although the final form of such legislation, and
whether it will ultimately be enacted, is uncertain, increases to the income tax 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. In addition,
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 (“IRS”) may assert that, as a result of the Merger, we should be treated as a U.S. corporation
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
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.
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.
28
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Table of Contents Table of Contents
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We have 27 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in
London, where it occupies approximately 130,000 square feet on a long-term lease that expires in 2028. We also have
significant operations in Denver, Colorado, occupying approximately 162,000 square feet of office space in two separate
locations. The primary office building in Denver accounts for 89% of the total square feet of office space in Denver, and
its lease expires in 2025. The remaining 24 offices total approximately 97,000 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 9 —
Leases, in Part II, Item 8, Financial Statements and Supplemental Data, for further information on our property leases.
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 20 — 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 NYSE and our CDIs are traded on the ASX (symbol: JHG). On February 18, 2022,
there were approximately 34,384 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, 2021, the last trading day of 2021, and compares it to the cumulative total return on the S&P 500
Index(1) and to the S&P U.S. BMI Asset Management & Custody Banks 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 S&P U.S. BMI Asset Management & Custody Banks Index is a market-
value weighted index of 40 asset management companies. This represents the first year the S&P U.S. BMI Asset
Management & Custody Banks Index was used as a benchmark in the cumulative shareholder return graph, due to the
discontinuance of the asset management index disclosed historically. The comparison assumes a $100 investment on
30
Table of Contents
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We have 27 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in
London, where it occupies approximately 130,000 square feet on a long-term lease that expires in 2028. We also have
significant operations in Denver, Colorado, occupying approximately 162,000 square feet of office space in two separate
locations. The primary office building in Denver accounts for 89% of the total square feet of office space in Denver, and
its lease expires in 2025. The remaining 24 offices total approximately 97,000 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 9 —
Leases, in Part II, Item 8, Financial Statements and Supplemental Data, for further information on our property leases.
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 20 — 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 NYSE and our CDIs are traded on the ASX (symbol: JHG). On February 18, 2022,
there were approximately 34,384 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, 2021, the last trading day of 2021, and compares it to the cumulative total return on the S&P 500
Index(1) and to the S&P U.S. BMI Asset Management & Custody Banks 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 S&P U.S. BMI Asset Management & Custody Banks Index is a market-
value weighted index of 40 asset management companies. This represents the first year the S&P U.S. BMI Asset
Management & Custody Banks Index was used as a benchmark in the cumulative shareholder return graph, due to the
discontinuance of the asset management index disclosed historically. The comparison assumes a $100 investment on
December 31, 2016, 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.
(1) STANDARD & POOR’S®, S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services
LLC.
(2) As of December 31, 2021, the S&P U.S. BMI Asset Management & Custody Banks Index comprised the following
companies: Affiliated Managers Group Inc.; Ameriprise Financial Inc.; Ares Management Corporation; Artisan Ptnrs
Asset Mgmt Inc.; AssetMark Financial Hldgs Inc.; Associated Capital Group Inc.; BlackRock Inc.; Blackstone Inc.;
Blucora Inc.; Blue Owl Capital Inc.; Bridge Invt Grp Hldgs; BrightSphere Invt Group Inc.; Cohen & Steers Inc.;
Diamond Hill Investment Group; Federated Hermes Inc.; Focus Financial Partners Inc.; Franklin Resources Inc.; Galaxy
Digital Holdings Ltd.; GAMCO Investors Inc.; Grosvenor Capital Mgmt L.P.; Hamilton Lane Inc.; Invesco Ltd.; Janus
Henderson Group Plc; KKR & Co.; Manning & Napier Inc.; Northern Trust Corp.; Pzena Investment Mgmt Inc;
Safeguard Scientifics Inc.; Sculptor Capital Mgmt Inc.; SEI Investments Co.; Silvercrest Asset Mgmt Group; State Street
Corp.; StepStone Group; T. Rowe Price Group Inc.; The Bank New York Mellon; The Carlyle Group; Victory Capital
Holdings Inc.; Virtus Investment Ptnrs Inc.; Westwood Holdings Group Inc.; and WisdomTree Investments Inc.
(3) Data Source: S&P Global Market Intelligence.
Common Stock Purchases
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 (“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 our 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.
On July 28, 2021, the Board approved a new on-market share buyback program (“2021 Corporate Buyback Program”),
pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on
the ASX at any time prior to the date of our 2022 Annual General Meeting. We commenced repurchases under the 2021
Corporate Buyback Program in August 2021, and during the three months ended December 31, 2021, we repurchased
1,538,376 shares of our common stock and CDIs for $66.9 million.
30
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Table of Contents Table of Contents
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We 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 Buyback 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, 2021, our Share Plans Repurchases totaled
2,403,941 shares at an average price of $30.95.
During the first quarter of 2022, we intend to repurchase shares on-market for the annual share grants associated with the
2021 variable compensation payable to our employees.
The following table summarizes our on-market repurchases of common stock and CDIs during the three months ended
December 31, 2021, and includes repurchases under the Corporate Buyback Program and Share Plans Repurchases.
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)
2,289 $
45.68
— $
546,755
47.20
544,776 $
995,992
1,545,036 $
41.47
43.50
993,600 $
1,538,376
125
99
58
Period
October 1, 2021, through
October 31, 2021
November 1, 2021, through
November 30, 2021
December 1, 2021, through
December 31, 2021
Total
ITEM 6 – [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.
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
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.
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
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Table of Contents
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We 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 Buyback 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, 2021, our Share Plans Repurchases totaled
2,403,941 shares at an average price of $30.95.
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.
2021 SUMMARY
2021 Highlights
During the first quarter of 2022, we intend to repurchase shares on-market for the annual share grants associated with the
2021 variable compensation payable to our employees.
● Solid long-term investment performance, with 54%, 58%, 76% and 84% of our AUM outperforming
benchmarks on a one-, three-, five- and 10-year basis, respectively, as of December 31, 2021.
The following table summarizes our on-market repurchases of common stock and CDIs during the three months ended
December 31, 2021, and includes repurchases under the Corporate Buyback Program and Share Plans Repurchases.
● AUM increased to $432.3 billion, up 7.6% from the year ended December 31, 2020, due to positive markets,
partially offset by net outflows.
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)
2,289 $
45.68
— $
546,755
47.20
544,776 $
995,992
1,545,036 $
41.47
43.50
993,600 $
1,538,376
125
99
58
Period
October 1, 2021, through
October 31, 2021
November 1, 2021, through
November 30, 2021
December 1, 2021, through
December 31, 2021
Total
ITEM 6 – [Reserved]
RESULTS OF OPERATIONS
Business Overview
Segment Considerations
Revenue
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.
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
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.
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
● 2021 diluted earnings per share was $3.59, or $4.28 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, 2021, we acquired 11.4 million shares of our common stock for $372.1
million, resulting from both our share buyback program and the Dai-ichi Life secondary offering.
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, 2021, was $2,767.0 million, an increase of $468.4 million, or 20%, compared
to the year ended December 31, 2020. Key drivers of the increase include the following:
● An improvement of $395.3 million in management fees and $51.5 million in shareowner servicing fees due to
an increase in average AUM primarily driven by market appreciation.
Total operating expenses for the year ended December 31, 2021, were $1,943.6 million, a decline of $197.2 million, or
(9%), compared to operating expenses for the year ended December 31, 2020. Key drivers of the variance include the
following:
● A decrease of $391.8 million in intangible asset and goodwill impairment charges.
● An increase of $87.2 million in distribution expenses driven by an improvement in average AUM.
● An increase of $74.7 million in employee compensation and benefits due to higher variable compensation
charges.
Operating income for the year ended December 31, 2021, was $823.4 million, an increase of $665.6 million, or 422%,
compared to the year ended December 31, 2020. Our operating margin was 29.8% in 2021 compared to 6.9% in 2020.
Net income attributable to JHG for the year ended December 31, 2021, was $622.1 million, an increase of
$460.5 million, or 285%, compared to the year ended December 31, 2020. In addition to the aforementioned factors
affecting revenue and operating expenses, key drivers of the variance include the following:
● An increase of $146.2 million in our provision for income taxes, primarily due to the enactment of Finance Act
2021, which increased the UK corporation tax rate, as well as an increase in pre-tax income driven by fewer
impairment charges of our goodwill and intangible assets.
32
33
Table of Contents Table of Contents
●
Investment gains, net moved unfavorably by $56.7 million in 2021 compared to 2020, 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.
Investment Performance of Assets Under Management
The following table is a summary of our investment performance as of December 31, 2021:
Percentage of AUM outperforming benchmark
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total
Assets Under Management
1 year
3 years
5 years
10 years
39 %
91 %
99 %
8 %
91 %
54 %
37 %
96 %
96 %
58 %
100 %
58 %
68 %
96 %
96 %
53 %
100 %
76 %
81 %
98 %
97 %
21 %
100 %
84 %
Our AUM as of December 31, 2021, was $432.3 billion, an increase of $30.7 billion, or 7.6%, from December 31, 2020,
driven primarily by market appreciation of $51.3 billion, partially offset by net redemptions of $16.2 billion.
Our non-USD AUM is primarily denominated in Great British pounds (“GBP”), EUR and AUD. During the year ended
December 31, 2021, the USD strengthened against GBP, EUR and AUD, resulting in a $4.4 billion decrease in our
AUM. As of December 31, 2021, approximately 31% of our AUM was non-USD-denominated.
VelocityShares ETNs and certain index products are not included within our AUM because we are not the named
adviser or subadviser to ETNs or index products. VelocityShares ETN assets totaled $0.2 billion and $0.6 billion as of
December 31, 2021 and 2020, respectively. VelocityShares index product assets not included within AUM totaled $1.9
billion and $2.7 billion as of December 31, 2021 and 2020, respectively.
Our AUM and flows by capability for the years ended December 31, 2021, 2020 and 2019, were as follows (in billions):
Closing AUM
December 31,
2020
Sales
Redemptions(1) (redemptions) Markets
FX(2)
and disposals(3)
2021
Net sales
Closing AUM
Reclassifications December 31,
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
Total
$
$
219.4 $
81.5
48.0
34.7 $
22.1
12.3
42.0
10.7
401.6 $
0.6
4.7
74.4 $
(43.9)
(21.0)
(8.1)
(12.6)
(5.0)
(90.6)
$
(9.2) $
1.1
4.2
36.0 $
(1.1)
7.7
(1.9) $
(1.9)
(0.2)
(12.0)
(0.3)
8.0
0.7
$
(16.2) $
51.3 $
—
(0.4)
(4.4) $
— $
—
—
—
—
— $
244.3
79.6
59.7
38.0
10.7
432.3
Closing AUM
December 31,
Net sales
2019
Sales
Redemptions(1) (redemptions) Markets FX(2)
Closing AUM
Reclassifications December 31,
and disposals(3)
2020
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
Total
$
$
204.0 $
74.8
39.8
32.8 $
28.9
11.4
(49.1) $
(30.0)
(7.9)
45.2
11.0
374.8 $
2.4
2.8
78.3 $
(11.8)
(3.9)
(102.7)
(16.3) $
(1.1)
3.5
(9.4)
(1.1)
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
$
(24.4) $
34
Table of Contents
●
Investment gains, net moved unfavorably by $56.7 million in 2021 compared to 2020, 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.
Investment Performance of Assets Under Management
The following table is a summary of our investment performance as of December 31, 2021:
Percentage of AUM outperforming benchmark
1 year
3 years
5 years
10 years
Equities
Fixed Income
Multi-Asset
Alternatives
Total
Quantitative Equities
Assets Under Management
39 %
91 %
99 %
8 %
91 %
54 %
37 %
96 %
96 %
58 %
68 %
96 %
96 %
53 %
81 %
98 %
97 %
21 %
100 %
58 %
100 %
76 %
100 %
84 %
Our AUM as of December 31, 2021, was $432.3 billion, an increase of $30.7 billion, or 7.6%, from December 31, 2020,
driven primarily by market appreciation of $51.3 billion, partially offset by net redemptions of $16.2 billion.
Our non-USD AUM is primarily denominated in Great British pounds (“GBP”), EUR and AUD. During the year ended
December 31, 2021, the USD strengthened against GBP, EUR and AUD, resulting in a $4.4 billion decrease in our
AUM. As of December 31, 2021, approximately 31% of our AUM was non-USD-denominated.
VelocityShares ETNs and certain index products are not included within our AUM because we are not the named
adviser or subadviser to ETNs or index products. VelocityShares ETN assets totaled $0.2 billion and $0.6 billion as of
December 31, 2021 and 2020, respectively. VelocityShares index product assets not included within AUM totaled $1.9
billion and $2.7 billion as of December 31, 2021 and 2020, respectively.
Our AUM and flows by capability for the years ended December 31, 2021, 2020 and 2019, were as follows (in billions):
Closing AUM
December 31,
2020
Sales
Redemptions(1) (redemptions) Markets
FX(2)
and disposals(3)
2021
Net sales
Reclassifications December 31,
Closing AUM
$
219.4 $
34.7 $
$
(9.2) $
36.0 $
(1.9) $
— $
81.5
48.0
42.0
10.7
22.1
12.3
0.6
4.7
(43.9)
(21.0)
(8.1)
(12.6)
(5.0)
1.1
4.2
(12.0)
(0.3)
(1.1)
7.7
8.0
0.7
(1.9)
(0.2)
—
(0.4)
—
—
—
—
Total
$
401.6 $
74.4 $
(90.6)
$
(16.2) $
51.3 $
(4.4) $
— $
Closing AUM
December 31,
Net sales
Reclassifications December 31,
Closing AUM
2019
Sales
Redemptions(1) (redemptions) Markets FX(2)
and disposals(3)
2020
$
204.0 $
32.8 $
(49.1) $
(16.3) $
33.6 $
2.2 $
74.8
39.8
45.2
11.0
28.9
11.4
2.4
2.8
(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
(4.1) $
—
(0.2)
—
0.1
Total
$
374.8 $
78.3 $
(102.7)
$
(24.4) $
49.2 $
6.2 $
(4.2) $
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
By capability
Equities
Fixed Income
Multi-Asset
Quantitative
Equities
Alternatives
244.3
79.6
59.7
38.0
10.7
432.3
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(3)
2019
By capability
Equities
Fixed Income
Quantitative
Equities
Multi-Asset
Alternatives
Total
$
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)
(10.8)
3.1
(3.6)
(92.6) $
(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
(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 years ended December 31, 2021 and 2020, were as follows (in billions):
Closing AUM
December 31,
2020
Sales
Redemptions (redemptions) Markets
FX
and disposals
2021
Net sales
Closing AUM
Reclassifications December 31,
$
$
192.9 $
127.6
81.1
401.6
$
56.9 $
14.3
3.2
74.4 $
(54.8)
(29.6)
(6.2)
(90.6)
$
$
2.1 $
(15.3)
(3.0)
(16.2) $
23.8 $
15.4
12.1
51.3 $
(2.0) $
(2.3)
(0.1)
(4.4) $
(1.8) $
1.8
—
— $
215.0
127.2
90.1
432.3
Closing AUM
December 31,
Net sales
Closing AUM
Reclassifications December 31,
2019
Sales
Redemptions (redemptions) Markets
FX
and disposals
2020
$
$
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
By client type:
Intermediary
Institutional
Self-directed
Total
By client type:
Intermediary
Institutional
Self-directed
Total
Average Assets Under Management
The following table presents our average AUM by capability for the years ended December 31, 2021, 2020 and 2019 (in
billions):
Average AUM
Year ended
Average AUM
Year ended
Average AUM
Year ended
By capability
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total
December 31, 2021 December 31, 2020 December 31, 2019
189.4
$
73.5
35.0
47.1
12.1
357.1
236.4 $
80.6
53.2
41.3
10.5
422.0 $
187.7 $
73.3
41.5
40.2
10.0
352.7 $
$
34
35
Table of Contents Table of Contents
Closing Assets Under Management
The following table presents our closing AUM by client location, as of December 31, 2021 (in billions):
By client location
North America
EMEA and Latin America
Asia Pacific
Total
Valuation of Assets Under Management
Closing AUM
December 31, 2021
241.0
$
132.3
59.0
432.3
$
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.
However, for non-U.S. equity securities held by the U.S. mutual funds, excluding ETFs, the quoted market prices may
be adjusted to capture market movement between the time the local market closes and the NYSE closes. 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.
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.
36
Table of Contents
By client location
North America
EMEA and Latin America
Asia Pacific
Total
Valuation of Assets Under Management
Closing AUM
December 31, 2021
$
$
241.0
132.3
59.0
432.3
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.
However, for non-U.S. equity securities held by the U.S. mutual funds, excluding ETFs, the quoted market prices may
be adjusted to capture market movement between the time the local market closes and the NYSE closes. 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.
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.
Closing Assets Under Management
Results of Operations
The following table presents our closing AUM by client location, as of December 31, 2021 (in billions):
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 weakened against the USD during the year ended December 31,
2021, compared to December 31, 2020. 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
* n/m - Not meaningful.
Management fees
Year ended December 31,
2020
2021
2019
2021 vs.
2020
2020 vs.
2019
$ 2,189.4 $ 1,794.1 $ 1,792.3
17.6
185.4
197.1
$ 2,767.0 $ 2,298.6 $ 2,192.4
98.1
209.2
197.2
102.7
260.7
214.2
22 %
5 %
25 %
9 %
20 %
0 %
n/m *
13 %
0 %
5 %
Management fees increased $395.3 million during the year ended December 31, 2021, compared to the year ended
December 31, 2020, primarily due to the impact of higher average AUM and an increase in management fee margins,
which contributed $377.3 million and $23.6 million to the increase in management fees, respectively.
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.
Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2021
and 2020:
Average net management fee margin (bps):
Equities
Fixed Income
Multi-Asset
Quantitative Equities
Alternatives
Total average
Year ended
December 31,
2021
2020
2021 vs.
2020
56.1
29.1
52.9
16.5
68.4
47.0
55.8
27.7
52.1
18.7
66.3
45.6
1 %
5 %
2 %
(12) %
3 %
3 %
Total average net management fee margins increased by 1.4 bps, or 3%, from 2020 to 2021. Net management fee
margins were higher in 2021 primarily due to a product mix shift toward higher yielding products.
36
37
Table of Contents Table of Contents
Performance fees
Performance fees are derived across a number of product ranges. U.S. 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. 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. Performance fees by product type consisted of the following for the years ended
December 31, 2021, 2020 and 2019 (in millions):
Performance fees (in millions):
SICAVs
UK OEICs and unit trusts
Offshore absolute return funds and other funds
Segregated mandates
Investment trusts
U.S. mutual funds
Total performance fees
2021
Year ended December 31,
2020
2019
$
$
63.7 $
19.2
14.5
6.9
14.3
(15.9)
102.7 $
17.6 $
10.5
11.0
72.1
—
(13.1)
98.1 $
1.7
0.3
0.4
30.6
—
(15.4)
17.6
For the year ended December 31, 2021, performance fees increased $4.6 million compared to the year ended December
31, 2020, primarily due to a $69.1 million improvement in performance fee crystallizations within SICAVs, UK OEICs
and unit trusts, and investment trusts. The strategies contributing to the improvement in the performance of SICAVs
were primarily the Absolute Return Strategy and European Equities. These increases were partially offset by a $65.2
million decrease in performance fees from segregated mandates during the year ended December 31, 2021, compared to
the year ended December 31, 2020.
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.
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):
38
Table of Contents
Performance fees
Performance fees are derived across a number of product ranges. U.S. 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. 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. Performance fees by product type consisted of the following for the years ended
December 31, 2021, 2020 and 2019 (in millions):
Performance fees (in millions):
SICAVs
UK OEICs and unit trusts
Offshore absolute return funds and other funds
Segregated mandates
Investment trusts
U.S. mutual funds
Total performance fees
Year ended December 31,
2021
2020
2019
$
63.7 $
17.6 $
19.2
14.5
6.9
14.3
(15.9)
10.5
11.0
72.1
—
(13.1)
$
102.7 $
98.1 $
1.7
0.3
0.4
30.6
—
(15.4)
17.6
For the year ended December 31, 2021, performance fees increased $4.6 million compared to the year ended December
31, 2020, primarily due to a $69.1 million improvement in performance fee crystallizations within SICAVs, UK OEICs
and unit trusts, and investment trusts. The strategies contributing to the improvement in the performance of SICAVs
were primarily the Absolute Return Strategy and European Equities. These increases were partially offset by a $65.2
million decrease in performance fees from segregated mandates during the year ended December 31, 2021, compared to
the year ended December 31, 2020.
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.
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, 2021
Year ended December 31, 2020
Year ended December 31, 2019
Number of funds that earned performance fees
Year ended December 31, 2021(1)
Year ended December 31, 2020(1)
Year ended December 31, 2019(1)
AUM generating performance fees (in billions)
AUM at December 31, 2021, generating FY21 performance
fees
AUM at December 31, 2020, generating FY20 performance
fees
AUM at December 31, 2019, generating FY19 performance
fees
Number of funds eligible to earn performance fees
As of December 31, 2021
As of December 31, 2020
As of December 31, 2019
AUM subject to performance fees (in billions)
AUM at December 31, 2021, subject to FY21 performance
fees
AUM at December 31, 2020, subject to FY20 performance
fees
AUM at December 31, 2019, subject to FY19 performance
fees
$
$
$
$
$
$
Uncrystallized performance fees (in billions)
AUM at December 31, 2021, with an uncrystallized
performance fee at December 31, 2021, vesting in 2022 (2)
AUM at December 31, 2020, with an uncrystallized
performance fee at December 31, 2020, vesting in 2021 (2)
AUM at December 31, 2019, with an uncrystallized
performance fee at December 31, 2019, vesting in 2020 (2)
$
$
$
Offshore
Absolute
SICAVs
UK OEICs and
Unit Trusts
Return Funds Segregated
Mandates
and Other
Investment
Trusts
U.S. Mutual
Funds
$
$
$
63.7 $
17.6 $
1.7 $
19.2 $
10.5 $
0.3 $
14.5 $
11.0 $
0.4 $
6.9
72.1
30.6
$
$
$
14.3
—
—
$
$
$
(15.9)
(13.1)
(15.4)
14
12
12
2
3
2
9
9
7
17
36
42
3
—
—
14.7 $
7.7 $
2.5 $
19
20
26
12.9
12.9
13.5
$
$
$
2.0
2.3
—
$
$
$
1.5 $
12.4
0.9 $
37.8
0.6 $
30.1
2
2
3
10
12
9
38
47
66
2.0
1.9
2.5
$
$
$
2.4 $
45.5
0.9 $
44.4
0.8 $
45.3
4.5 $
2.0 $
1.5 $
1.7 $
2.4 $
— $
0.2
0.1
0.1
n/a
n/a
n/a
$
$
$
$
$
$
$
$
$
2.7
—
—
$
$
$
4
4
4
3.0
3.0
2.3
$
$
$
1.4
1.6
1.2
17
17
17
66.1
57.1
48.3
15
17
17
66.1
57.1
48.3
n/a
n/a
n/a
Performance fee participation rate percentage (3)
10%-20%
15%-20%
10%-20%
5%-28%
15%
+/−0.15%
Performance fee frequency
Performance fee methodology (4)
Annually
and
quarterly
Annually
Annually
and
quarterly
Relative
plus HWM
Relative/Absolute
plus HWM
Absolute plus
HWM
Annually
and
quarterly
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. Also, the number of funds that earned a performance fee during the year
can exceed the number of funds eligible to earn a performance fee at the end of the year due to fund closures.
(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,
2021, shareowner servicing fees increased $51.5 million compared to the year ended December 31, 2020, primarily due
to an increase in mutual fund average AUM and fee margins, which contributed $41.6 million and $6.9 million to the
increase in shareowner servicing fees, respectively.
38
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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.
Other revenue
Other revenue is primarily composed of 12b-1 distribution fees, general administration charges, VelocityShares ETN
fees and other fee revenue. General administration charges include reimbursements from funds for various fees and
expenses paid for by the investment manager on behalf of the funds. Other revenue increased $17.0 million during the
year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to increases of $19.7
million in 12b-1 distribution fees and other servicing fees, and $7.5 million in general administration charges driven by
an improvement in average AUM. These increases were partially offset by a $9.5 million decrease in ETN licensing fees
due to the delisting and the ongoing liquidation of VelocityShares ETNs.
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.
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
* n/m - Not meaningful.
Employee compensation and benefits
Year ended December 31,
2020
2019
2021
2021 vs.
2020
2020 vs.
2019
$
$
693.3 $
181.0
551.6
51.6
31.7
271.8
121.9
40.7
1,943.6 $
618.6 $
170.1
464.4
50.0
19.6
255.2
513.7
49.2
2,140.8 $
602.5
184.3
444.3
47.9
31.1
260.8
18.0
62.6
1,651.5
12 %
6 %
19 %
3 %
62 %
7 %
3 %
(8) %
5 %
4 %
(37) %
(2) %
(76) % n/m *
(21) %
(17) %
30 %
(9) %
Employee compensation and benefits increased by $74.7 million during the year ended December 31, 2021, compared to
the year ended December 31, 2020, primarily driven by increases of $59.0 million in variable compensation, mainly due
to a higher annual bonus pool and other variable compensation, unfavorable foreign currency translation of $16.5
million, and annual and one-time base-pay increases of $10.1 million. These increases were partially offset by a decrease
of $10.8 million in project charges driven by more internal labor costs capitalized during the year ended December 31,
2021.
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.
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Table of Contents
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.
Other revenue
Other revenue is primarily composed of 12b-1 distribution fees, general administration charges, VelocityShares ETN
fees and other fee revenue. General administration charges include reimbursements from funds for various fees and
expenses paid for by the investment manager on behalf of the funds. Other revenue increased $17.0 million during the
year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to increases of $19.7
million in 12b-1 distribution fees and other servicing fees, and $7.5 million in general administration charges driven by
an improvement in average AUM. These increases were partially offset by a $9.5 million decrease in ETN licensing fees
due to the delisting and the ongoing liquidation of VelocityShares ETNs.
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.
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
* n/m - Not meaningful.
Employee compensation and benefits
Year ended December 31,
2021 vs.
2020 vs.
2021
2020
2019
2020
2019
$
693.3 $
618.6 $
181.0
551.6
51.6
31.7
271.8
121.9
40.7
170.1
464.4
50.0
19.6
255.2
513.7
49.2
602.5
184.3
444.3
47.9
31.1
260.8
18.0
62.6
12 %
6 %
19 %
3 %
3 %
(8) %
5 %
4 %
62 %
(37) %
7 %
(2) %
(76) % n/m *
(17) %
(21) %
Employee compensation and benefits increased by $74.7 million during the year ended December 31, 2021, compared to
the year ended December 31, 2020, primarily driven by increases of $59.0 million in variable compensation, mainly due
to a higher annual bonus pool and other variable compensation, unfavorable foreign currency translation of $16.5
million, and annual and one-time base-pay increases of $10.1 million. These increases were partially offset by a decrease
of $10.8 million in project charges driven by more internal labor costs capitalized during the year ended December 31,
2021.
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.
Long-term incentive plans
Long-term incentive plan expenses increased by $10.9 million during the year ended December 31, 2021, compared to
the year ended December 31, 2020, primarily driven by a $7.2 million increase in mark-to-market adjustments related to
mutual fund share awards and certain long-term incentive awards, unfavorable foreign currency translation of $5.0
million and $1.7 million in higher payroll taxes on vested awards. These increases were partially offset by a decrease of
$3.0 million due to the roll-off of vested awards exceeding new awards during the year ended December 31, 2021.
Long-term incentive plan expenses 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.
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 $87.2
million during the year ended December 31, 2021, compared to the year ended December 31, 2020, primarily due to an
increase of $88.7 million from an improvement in average AUM subject to distribution charges.
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.
Investment administration
Investment administration expenses, which represent back-office operations (including fund administration and fund
accounting), increased by $1.6 million during the year ended December 31, 2021, compared to the year ended December
31, 2020, and by $2.1 million during the year ended December 31, 2020, compared to the year ended December 31,
2019. There were no significant items driving the increases in investment administration expenses year over year.
$
1,943.6 $
2,140.8 $
1,651.5
(9) %
30 %
Marketing
Marketing expenses increased $12.1 million during the year ended December 31, 2021, compared to the year ended
December 31, 2020, primarily due to an increase in marketing events, sponsorships and advertising campaigns during
the year ended December 31, 2021.
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.
General, administrative and occupancy
General, administrative and occupancy expenses increased $16.6 million during the year ended December 31, 2021,
compared to the year ended December 31, 2020, primarily due to an $11.9 million increase in information technology
costs, driven by an increased investment in non-capitalizable hardware and software, and unfavorable foreign currency
translation of $9.7 million. These increases were partially offset by decreases of $1.2 million in travel expenses as a
result of reduced travel during the COVID-19 pandemic and $1.1 million in consultancy fees related to certain project
costs during the year ended December 31, 2021.
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
40
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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.
Impairment of goodwill and intangible assets
Goodwill and intangible asset impairment charges decreased by $391.8 million during the year ended December 31,
2021, compared to the year ended December 31, 2020. The decrease is primarily due to a $487.3 million impairment of
our goodwill, 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 decreases are partially offset by a $121.9 million impairment of certain indefinite-lived intangible assets and
trademarks recognized during the year ended December 31, 2021. For more information, refer to Note 8 — Goodwill
and Intangible Assets in Part II, Item 8, Financial Statements and Supplementary Data.
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.
Depreciation and amortization
Depreciation and amortization expenses decreased $8.5 million during the year ended December 31, 2021, compared to
the year ended December 31, 2020, primarily due to a decrease in the amortization of intangible assets resulting from the
sale of Geneva and the impairment of certain client relationships recognized during the year ended December 31, 2020,
as well as a $3.5 million decrease in the depreciation of internally developed software during the year ended December
31, 2021.
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.
Non-Operating Income and Expenses
Non-operating income and expenses (in millions):
Interest expense
Investment gains, net
Other non-operating income, net
Income tax provision
* n/m - Not meaningful.
Interest expense
Year ended December 31,
2020
2019
2021
2021 vs.
2020
2020 vs.
2019
$
(12.8) $
0.8
8.8
(205.7)
(12.9) $
57.5
39.7
(59.5)
(15.1)
34.2
23.5
(137.8)
1 %
(99) %
(78) %
n/m *
15 %
68 %
69 %
57 %
Interest expense decreased by $0.1 million during the year ended December 31, 2021, compared to the year ended
December 31, 2020, and by $2.2 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019. There were no significant items driving the decreases in interest expenses year over year.
42
Table of Contents
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.
Impairment of goodwill and intangible assets
Goodwill and intangible asset impairment charges decreased by $391.8 million during the year ended December 31,
2021, compared to the year ended December 31, 2020. The decrease is primarily due to a $487.3 million impairment of
our goodwill, 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 decreases are partially offset by a $121.9 million impairment of certain indefinite-lived intangible assets and
trademarks recognized during the year ended December 31, 2021. For more information, refer to Note 8 — Goodwill
and Intangible Assets in Part II, Item 8, Financial Statements and Supplementary Data.
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.
Depreciation and amortization
Depreciation and amortization expenses decreased $8.5 million during the year ended December 31, 2021, compared to
the year ended December 31, 2020, primarily due to a decrease in the amortization of intangible assets resulting from the
sale of Geneva and the impairment of certain client relationships recognized during the year ended December 31, 2020,
as well as a $3.5 million decrease in the depreciation of internally developed software during the year ended December
31, 2021.
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.
Non-Operating Income and Expenses
Non-operating income and expenses (in millions):
Interest expense
Investment gains, net
Other non-operating income, net
Income tax provision
* n/m - Not meaningful.
Interest expense
Year ended December 31,
2021
2020
2019
2021 vs.
2020 vs.
2020
2019
$
(12.8) $
(12.9) $
0.8
8.8
(205.7)
57.5
39.7
(59.5)
(15.1)
34.2
23.5
1 %
(99) %
(78) %
(137.8)
n/m *
15 %
68 %
69 %
57 %
Investment gains, net
The components of investment gains, net for the years ended December 31, 2021, 2020 and 2019, were as follows (in
millions):
Investment gains, net (in millions):
Seeded investment products and hedges, net
Third-party ownership interests in seeded investment
products
Long Tail Alpha investment
Deferred equity plan
Other
Investment gains, net
* n/m - Not meaningful.
Year ended December 31,
2020
2019
2021
2021 vs.
2020
2020 vs.
2019
$
2.0 $
26.6 $
3.5
(92) % n/m *
(8.0)
3.0
2.8
1.0
0.8 $
20.1
6.0
2.1
2.7
57.5 $
17.2
1.5
9.5
2.5
34.2
17 %
n/m *
(50) % n/m *
(78) %
33 %
8 %
(63) %
68 %
(99) %
$
Investment gains, net moved unfavorably by $56.7 million during the year ended December 31, 2021, compared to the
year ended December 31, 2020. Movements in investment gains, net are primarily due to fair value adjustments in
relation to our seeded investment products, deferred equity plan and consolidation of third-party ownership interests in
seeded investment products. The carrying value of our seeded investment products increased $265.9 million since
December 31, 2020.
Investment gains, 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.
Other non-operating income, net
Other non-operating income, net declined $30.9 million during the year ended December 31, 2021, compared to the year
ended December 31, 2020. The decrease was primarily due to a $16.2 million gain in relation to the sale of Geneva
recognized during the year ended December 31, 2020, and $13.4 million of unfavorable foreign currency translation
when comparing the year ended December 31, 2021, to the year ended December 31, 2020.
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.
Income Tax Provision
Our effective tax rates for the years ended December 31, 2021, 2020 and 2019, were as follows:
Interest expense decreased by $0.1 million during the year ended December 31, 2021, compared to the year ended
December 31, 2020, and by $2.2 million during the year ended December 31, 2020, compared to the year ended
December 31, 2019. There were no significant items driving the decreases in interest expenses year over year.
Effective tax rate
Year ended December 31,
2020
24.6 %
2021
25.1 %
2019
23.6 %
The effective tax rate for 2021 was impacted by the enactment of Finance Act 2021, which increased the UK corporation
tax rate from 19% to 25% beginning in April 2023. As a result, the UK deferred tax assets and liabilities expected to be
settled after 2023 were revalued from 19% to 25%, creating a non-cash deferred tax expense of $29.0 million. In
42
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addition, a reduction of income before taxes related to 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.
We anticipate our annual statutory tax rate will be in the 23% to 25% range in 2022. The primary influence driving the
annual statutory tax rate above the average statutory tax rate for 2022 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, 2021,
2020 and 2019, were as follows (in millions):
Year ended December 31,
2020
2021
2019
2021 vs.
2020
2020 vs.
2019
Net loss (income) attributable to noncontrolling interests (in millions):
Consolidated seeded investment products
Majority-owned subsidiaries
Total net loss (income) attributable to noncontrolling interests
* n/m - Not meaningful.
$
$
8.0
(0.4)
7.6
$ (20.1) $ (17.2)
(0.9)
$ (21.0) $ (18.1)
(0.9)
n/m *
56 %
n/m *
(17) %
0 %
(16) %
Net loss (income) attributable to noncontrolling improved by $28.6 million during the year ended December 31, 2021,
compared to the year ended December 31, 2020, and declined by $2.9 million during the year ended December 31, 2020,
compared to the year ended December 31, 2019. Movements in net loss (income) attributable to noncontrolling interests
primarily relate to third-party ownership interests in consolidated seeded investment products and fair value adjustments
in relation to our seeded investment products.
2022 Outlook
Our philosophy of maintaining strong financial discipline while reinvesting in the business to deliver against our strategy
of Simple Excellence continues in 2022. In 2022, areas of focus for reinvestment include distribution, technology and
investment themes, such as environmental, social and governance factors (“ESG”). In addition, we expect an increase in
spending on travel and entertainment where we plan for pandemic-related restrictions to ease. Non-compensation
operating expenses are expected to increase in the low teens, on a percentage basis, while adjusted compensation to
revenue ratio is expected to be in the low 40s in 2022.
Performance fees associated with U.S. mutual funds are expected to deteriorate in 2022. With flat performance in 2022,
we expect the U.S. mutual fund performance fees of approximately negative $55 million on an annual basis.
On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary,
Intech, to a consortium comprised of Intech management and certain non-executive directors (“Management Buyout”).
During the fourth quarter 2021, Intech contributed approximately $5 million to operating income.
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.
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Table of Contents
addition, a reduction of income before taxes related to impairment charges did not have a direct impact on the effective
Alternative performance measures
tax rate as these amounts related to temporary differences that adjusted our deferred tax balances.
We anticipate our annual statutory tax rate will be in the 23% to 25% range in 2022. The primary influence driving the
annual statutory tax rate above the average statutory tax rate for 2022 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, 2021,
2020 and 2019, were as follows (in millions):
Year ended December 31,
2021 vs.
2021
2020
2019
2020
2020 vs.
2019
Net loss (income) attributable to noncontrolling interests (in millions):
Consolidated seeded investment products
Majority-owned subsidiaries
$
8.0
$ (20.1) $ (17.2)
n/m *
(0.4)
(0.9)
(0.9)
56 %
Total net loss (income) attributable to noncontrolling interests
$
7.6
$ (21.0) $ (18.1)
n/m *
(17) %
0 %
(16) %
* n/m - Not meaningful.
Net loss (income) attributable to noncontrolling improved by $28.6 million during the year ended December 31, 2021,
compared to the year ended December 31, 2020, and declined by $2.9 million during the year ended December 31, 2020,
compared to the year ended December 31, 2019. Movements in net loss (income) attributable to noncontrolling interests
primarily relate to third-party ownership interests in consolidated seeded investment products and fair value adjustments
in relation to our seeded investment products.
2022 Outlook
Our philosophy of maintaining strong financial discipline while reinvesting in the business to deliver against our strategy
of Simple Excellence continues in 2022. In 2022, areas of focus for reinvestment include distribution, technology and
investment themes, such as environmental, social and governance factors (“ESG”). In addition, we expect an increase in
spending on travel and entertainment where we plan for pandemic-related restrictions to ease. Non-compensation
operating expenses are expected to increase in the low teens, on a percentage basis, while adjusted compensation to
revenue ratio is expected to be in the low 40s in 2022.
Performance fees associated with U.S. mutual funds are expected to deteriorate in 2022. With flat performance in 2022,
we expect the U.S. mutual fund performance fees of approximately negative $55 million on an annual basis.
On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary,
Intech, to a consortium comprised of Intech management and certain non-executive directors (“Management Buyout”).
During the fourth quarter 2021, Intech contributed approximately $5 million to operating income.
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, 2021
and 2020 (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 (loss) 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 (losses), 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,
2021
Year ended
December 31,
2020
$
$
$
$
$
$
$
$
2,767.0 $
(205.9)
(214.7)
(131.0)
2,215.4 $
1,943.6 $
—
0.4
(551.6)
(10.8)
(121.9)
(7.8)
1,251.9 $
963.5
29.8%
43.5%
622.1 $
—
(0.4)
10.8
121.9
7.8
—
0.2
(14.2)
(6.6)
741.6
(21.1)
720.5 $
168.5
3.59 $
4.28 $
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
(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
44
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retain the applicable fees. Revenues for distribution and servicing activities performed by us are not deducted from
GAAP revenue.
(2) Adjustments primarily represent rent expense for subleased office space. In addition, the adjustment for the year
ended December 31, 2021, includes a one-time charge related to the employee benefits trust. JHG management
believes these costs do not represent our ongoing operations.
(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. Adjustments also include
impairment charges of our goodwill, certain mutual fund investment management contracts, client relationships and
trademarks. 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. 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. The impairment of goodwill and
intangible assets impacted both periods but the impact was more significant in 2020. In addition, the 2021
adjustment includes non-cash deferred tax expense resulting from the revaluation of certain UK deferred tax assets
and liabilities due to the enactment of the Finance Act 2021, which increased the UK corporation tax rate from 19%
to 25% beginning in April 2023.
(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, 2021 and 2020 (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,
2021
1,106.0 $
551.0 $
351.6 $
310.4 $
2020
1,096.9
407.6
373.6
313.3
$
$
$
$
Cash and cash equivalents consist primarily of cash at banks held in money market funds. Cash and cash equivalents
exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”),
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(2) Adjustments primarily represent rent expense for subleased office space. In addition, the adjustment for the year
ended December 31, 2021, includes a one-time charge related to the employee benefits trust. JHG management
believes these costs do not represent our ongoing operations.
(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. Adjustments also include
impairment charges of our goodwill, certain mutual fund investment management contracts, client relationships and
trademarks. 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. 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. The impairment of goodwill and
intangible assets impacted both periods but the impact was more significant in 2020. In addition, the 2021
adjustment includes non-cash deferred tax expense resulting from the revaluation of certain UK deferred tax assets
and liabilities due to the enactment of the Finance Act 2021, which increased the UK corporation tax rate from 19%
to 25% beginning in April 2023.
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, 2021 and 2020 (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,
2021
2020
1,106.0 $
1,096.9
551.0 $
351.6 $
310.4 $
407.6
373.6
313.3
$
$
$
$
Cash and cash equivalents consist primarily of cash at banks held in money market funds. Cash and cash equivalents
exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”),
retain the applicable fees. Revenues for distribution and servicing activities performed by us are not deducted from
GAAP revenue.
and investment securities exclude noncontrolling interests as these assets are not available for general corporate
purposes.
Investment securities held by us represent seeded investment products (exclusive of noncontrolling interests),
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,
interest expense, dividend payments, income tax payments and common stock repurchases. We may also use available
cash for other general corporate purposes and acquisitions.
Cash Flows
A summary of cash flow data for the years ended December 31, 2021, 2020 and 2019, was as follows (in millions):
Year ended December 31,
2020
2021
2019
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
$
895.4 $
(283.3)
(588.1)
645.7 $ 463.2
(389.3)
129.4
(207.0)
(491.0)
(13.5)
10.5
1,108.1
13.0
(120.1)
916.6
$ 1,118.6 $ 1,108.1 $ 796.5
27.5
311.6
796.5
(8) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average
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.
(9) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by
weighted-average diluted common shares outstanding.
Investing Activities
Cash (used for) provided by investing activities for the years ended December 31, 2021, 2020 and 2019, was as follows
(in millions):
Year ended December 31,
2020
2021
2019
(Purchases) sales of investment securities, net
Purchases of investment securities by consolidated seeded
investment products, net
Purchase of property, equipment and software
Cash paid on settled seed capital hedges, net
Receipt of contingent consideration payments from sale of
Geneva
Proceeds from sale of Geneva
Other
Cash (used for) provided by investing activities
$ (177.1) $ 134.8 $
1.5
(97.4)
(10.4)
(27.0)
(20.2)
(17.8)
(11.6)
(320.8)
(37.8)
(34.9)
25.4
—
3.2
—
—
2.7
$ (283.3) $ 129.4 $ (389.3)
3.2
38.4
2.6
46
47
Cash outflows from investing activities were $283.3 million during the year ended December 31, 2021, and cash inflows
from investing activities were $129.4 million during the year ended December 31, 2020. Cash outflows from investing
activities during the year ended December 31, 2021, were primarily due to net purchases of investment securities and net
purchases of investment securities by consolidated seeded investment products. When comparing the year ended
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December 31, 2021, to the year ended December 31, 2020, the change in cash (used for) provided by investing activities
was primarily due to increases in the net purchases of investment securities, net purchases of investment securities by
consolidated seeded investment products and net cash paid to settle hedges related to our seed capital hedge program.
These increases were partially offset by the receipt of contingent consideration payments related to the sale of Geneva
recognized during the year ended December 31, 2021, and proceeds from the sale of Geneva recognized during the year
ended December 31, 2020.
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 of reasons,
including when third-party investments in the relevant product are sufficient to sustain the investment strategy.
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.
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.
Financing Activities
Cash used for financing activities for the years ended December 31, 2021, 2020 and 2019, was as follows (in millions):
Dividends paid to shareholders
Third-party sales (purchases) in consolidated seeded
investment products, net
Purchase of common stock for stock-based
compensation plans
Purchase of common stock from Dai-ichi Life and
share buyback program
Payment of contingent consideration
Proceeds from stock-based compensation plans
Other
Cash used for financing activities
Year ended December 31,
2020
$ (256.0) $ (262.9) $ (272.4)
2021
2019
100.3
(34.0)
320.8
(71.8)
(49.1)
(39.0)
(372.1)
—
12.5
(1.0)
(199.9)
(14.1)
—
(2.4)
$ (588.1) $ (491.0) $ (207.0)
(130.8)
(13.8)
1.0
(1.4)
Cash outflows from financing activities were $588.1 million and $491.0 million during the years ended December 31,
2021 and 2020, respectively. Cash outflows from financing activities during the year ended December 31, 2021, were
primarily due to purchases of common stock from Dai-ichi Life, the share buyback program and stock-based
compensation plans, and dividends paid to shareholders, partially offset by net sales of investment securities within
consolidated seeded investment products. When comparing the year ended December 31, 2021, to the year ended
December 31, 2020, the change in cash used for financing activities was primarily due to the purchase of common stock
from Dai-ichi Life and the purchase of common stock for stock-based compensation plans. These increases were
partially offset by net sales of investment securities within consolidated seeded investment products.
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December 31, 2021, to the year ended December 31, 2020, the change in cash (used for) provided by investing activities
was primarily due to increases in the net purchases of investment securities, net purchases of investment securities by
consolidated seeded investment products and net cash paid to settle hedges related to our seed capital hedge program.
These increases were partially offset by the receipt of contingent consideration payments related to the sale of Geneva
recognized during the year ended December 31, 2021, and proceeds from the sale of Geneva recognized during the year
ended December 31, 2020.
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 of reasons,
including when third-party investments in the relevant product are sufficient to sustain the investment strategy.
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)
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
investing activities.
cash paid on settled hedges.
Financing Activities
Cash used for financing activities for the years ended December 31, 2021, 2020 and 2019, was as follows (in millions):
Dividends paid to shareholders
Third-party sales (purchases) in consolidated seeded
investment products, net
Purchase of common stock for stock-based
Year ended December 31,
2021
2020
2019
$ (256.0) $ (262.9) $ (272.4)
100.3
(34.0)
320.8
compensation plans
(71.8)
(49.1)
(39.0)
Purchase of common stock from Dai-ichi Life and
share buyback program
Payment of contingent consideration
Proceeds from stock-based compensation plans
Other
Cash used for financing activities
(372.1)
(130.8)
(199.9)
—
12.5
(1.0)
(13.8)
1.0
(1.4)
(14.1)
—
(2.4)
$ (588.1) $ (491.0) $ (207.0)
Cash outflows from financing activities were $588.1 million and $491.0 million during the years ended December 31,
2021 and 2020, respectively. Cash outflows from financing activities during the year ended December 31, 2021, were
primarily due to purchases of common stock from Dai-ichi Life, the share buyback program and stock-based
compensation plans, and dividends paid to shareholders, partially offset by net sales of investment securities within
consolidated seeded investment products. When comparing the year ended December 31, 2021, to the year ended
December 31, 2020, the change in cash used for financing activities was primarily due to the purchase of common stock
from Dai-ichi Life and the purchase of common stock for stock-based compensation plans. These increases were
partially offset by net sales of investment securities within consolidated seeded investment products.
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.
Other Sources of Liquidity
At December 31, 2021, 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. Additionally, as a result of LIBOR’s phase out, our credit facility was
amended to incorporate other short term borrowing rates. Specifically, the SOFR was designated as the successor rate to
USD LIBOR and the SONIA was designated as the successor rate to GBP LIBOR. For more information, refer to Part I,
Item 1A, Risk Factors.
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, the CFTC, the 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 Janus Henderson
(UK) Holdings 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
£198.4 million ($268.7 million), resulting in £296.4 million ($401.5 million) of capital above the requirement as of
December 31, 2021, based upon internal calculations and taking into account the effect of dividends related to fourth
quarter 2021 results that will be paid in early 2022. As of January 1, 2022, the FCA-supervised regulatory group is
subject to the new Investment Firm Prudential Regime (“IFPR”) for MiFID investment firms (“MIFIDPRU”). We have
been preparing for these new rules and do not expect that our capital requirements will be materially impacted. Capital
requirements in other jurisdictions are not significant in aggregate.
Contractual Obligations
Contractual obligations and associated maturities relate to debt, interest payments and finance and operating leases. As
of December 31, 2021, our contractual obligations related to debt and interest payments was $352.4 million, with $14.6
million payable within 12 months. As of December 31, 2021, we had operating and finance lease payment obligations of
$145.2 million, with $30.2 million payable within 12 months.
Short-Term Liquidity Requirements
Common Stock Purchases
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
48
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and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (“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.
On July 28, 2021, the Board approved the 2021 Corporate Buyback Program, pursuant to which we are authorized to
repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of
our 2022 Annual General Meeting. We commenced repurchases under the 2021 Corporate Buyback Program in August
2021, and during the three months ended December 31, 2021, we repurchased 1,538,376 shares of our common stock
and CDIs for $66.9 million.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We 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 Buyback 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, 2021, our Share Plans Repurchases totaled
2,403,941 shares at an average price of $30.95.
During the first quarter of 2022, we intend to repurchase shares on-market for the annual share grants associated with the
2021 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, 2021, were as follows:
Dividend
per share
0.36
0.38
0.38
0.38
$
$
$
$
Date
declared
February 3, 2021
April 28, 2021
July 28, 2021
October 27, 2021
$
$
$
$
Dividends paid
(in US$ millions)
61.7
65.0
64.8
64.5
Date
paid
March 3, 2021
May 27, 2021
August 25, 2021
November 24, 2021
On February 2, 2022, our Board declared a cash dividend of $0.38 per share. The quarterly dividend will be paid on
February 28, 2022, to shareholders of record at the close of business on February 14, 2022.
Long-Term Liquidity Requirements
Expected long-term commitments as of December 31, 2021, include principal and interest payments related to our
4.875% Senior Notes due 2025 (“2025 Senior Notes”) and operating and finance lease payments. 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
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.
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and as part of the offering, we repurchased 8,048,360 shares of common stock from Dai-ichi Life (“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.
On July 28, 2021, the Board approved the 2021 Corporate Buyback Program, pursuant to which we are authorized to
repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of
our 2022 Annual General Meeting. We commenced repurchases under the 2021 Corporate Buyback Program in August
2021, and during the three months ended December 31, 2021, we repurchased 1,538,376 shares of our common stock
and CDIs for $66.9 million.
Some of our executives and employees receive rights to receive shares of common stock as part of their remuneration
arrangements and employee entitlements. We 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 Buyback 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, 2021, our Share Plans Repurchases totaled
2,403,941 shares at an average price of $30.95.
During the first quarter of 2022, we intend to repurchase shares on-market for the annual share grants associated with the
2021 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, 2021, were as follows:
Dividend
per share
0.36
0.38
0.38
0.38
$
$
$
$
Date
declared
February 3, 2021
April 28, 2021
July 28, 2021
October 27, 2021
$
$
$
$
Dividends paid
(in US$ millions)
61.7
65.0
64.8
64.5
Date
paid
March 3, 2021
May 27, 2021
August 25, 2021
November 24, 2021
On February 2, 2022, our Board declared a cash dividend of $0.38 per share. The quarterly dividend will be paid on
February 28, 2022, to shareholders of record at the close of business on February 14, 2022.
Long-Term Liquidity Requirements
Expected long-term commitments as of December 31, 2021, include principal and interest payments related to our
4.875% Senior Notes due 2025 (“2025 Senior Notes”) and operating and finance lease payments. 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
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.
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 December 31, 2021, triennial valuation of our defined benefit pension plan
resulted in a surplus on a technical basis of $2.7 million. For more information, refer to Note 17 — 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, 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.
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.
Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not
amortized.
Indefinite-lived intangible assets primarily represent investment management agreements and trademarks. 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
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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
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 greater than the carrying value as of October 1, 2021. The most significant input into the
enterprise value assessment is our stock price. As such, although our stock price at the date of our assessment resulted in
significant headroom, we could be at risk of failing step one of the assessment in the future if the price of our stock
declines significantly and the deterioration of the stock price becomes sustained. Outside of the indefinite-lived
intangible assets that were impaired, detailed below, the remaining assets representing the majority of our intangible
balance, have substantial headroom to impairment.
During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent
service to our clients and positioning our business for success, we completed a review of Perkins Investment
Management (“Perkins”). To right-size our product portfolio and better align with the changing needs of clients, certain
strategies were closed and the funds were liquidated during the second quarter of 2021. The majority of the Perkins
value equity strategies were unaffected by this reorganization and they have continued under the Janus Henderson brand.
The Perkins brand was discontinued and the marketing efforts for value equity strategies were incorporated under the
Janus Henderson brand. During the first quarter 2021, we impaired the entire balance of the intangible asset associated
with the Perkins trademark. The impairment charge of $3.6 million is included in the table above and recorded in
goodwill and intangible asset impairment charges on the Consolidated Statements of Comprehensive Income.
Certain indefinite-lived intangible assets composed of investment management agreements were tested for impairment in
the second quarter 2021 due to a significant decrease in AUM and unfavorable changes in the forecast on this specific
asset. A discounted cash flow (“DCF”) model was used to determine the estimated fair value of the investment
management agreements. The results of the valuation indicated a negative estimated value. As such, the asset was fully
impaired, and a $40.8 million impairment was recorded in impairment of goodwill and intangible assets expense in the
Consolidated Statements of Comprehensive Income to bring the carrying value of the intangible asset as of December
31, 2021 (post-impairment) to $0.
We also assessed our indefinite-lived intangible assets as part of the annual impairment assessment. A qualitative
approach was used to determine the likelihood of impairment, with AUM being the focus of the assessment. After
reviewing the results of the qualitative assessment, a certain intangible asset composed of investment management
agreements with a carrying value of $117.8 million as of October 1, 2021, required further review to determine if it was
impaired. We prepared a DCF model to determine the estimated fair value of the intangible asset. The results of the
valuation indicated a fair value of $43.0 million. As such, a $74.8 million impairment was recorded in impairment of
goodwill and intangible assets expense in the Consolidated Statements of Comprehensive Income to bring the carrying
value of the intangible asset as of December 31, 2021 (post-impairment) to $43.0 million.
Some of the inputs used in the interim and annual DCF models required significant management judgment, including the
discount rates, terminal growth rates, forecasted financial results and market returns.
Additionally, in conjunction with the indefinite-lived intangible asset annual impairment assessment, we considered the
results of the AUM analysis included above to determine if there were indicators of impairment of our trademark
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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
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 greater than the carrying value as of October 1, 2021. The most significant input into the
enterprise value assessment is our stock price. As such, although our stock price at the date of our assessment resulted in
significant headroom, we could be at risk of failing step one of the assessment in the future if the price of our stock
declines significantly and the deterioration of the stock price becomes sustained. Outside of the indefinite-lived
intangible assets that were impaired, detailed below, the remaining assets representing the majority of our intangible
balance, have substantial headroom to impairment.
During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent
service to our clients and positioning our business for success, we completed a review of Perkins Investment
Management (“Perkins”). To right-size our product portfolio and better align with the changing needs of clients, certain
strategies were closed and the funds were liquidated during the second quarter of 2021. The majority of the Perkins
value equity strategies were unaffected by this reorganization and they have continued under the Janus Henderson brand.
The Perkins brand was discontinued and the marketing efforts for value equity strategies were incorporated under the
Janus Henderson brand. During the first quarter 2021, we impaired the entire balance of the intangible asset associated
with the Perkins trademark. The impairment charge of $3.6 million is included in the table above and recorded in
goodwill and intangible asset impairment charges on the Consolidated Statements of Comprehensive Income.
Certain indefinite-lived intangible assets composed of investment management agreements were tested for impairment in
the second quarter 2021 due to a significant decrease in AUM and unfavorable changes in the forecast on this specific
asset. A discounted cash flow (“DCF”) model was used to determine the estimated fair value of the investment
management agreements. The results of the valuation indicated a negative estimated value. As such, the asset was fully
impaired, and a $40.8 million impairment was recorded in impairment of goodwill and intangible assets expense in the
Consolidated Statements of Comprehensive Income to bring the carrying value of the intangible asset as of December
31, 2021 (post-impairment) to $0.
We also assessed our indefinite-lived intangible assets as part of the annual impairment assessment. A qualitative
approach was used to determine the likelihood of impairment, with AUM being the focus of the assessment. After
reviewing the results of the qualitative assessment, a certain intangible asset composed of investment management
agreements with a carrying value of $117.8 million as of October 1, 2021, required further review to determine if it was
impaired. We prepared a DCF model to determine the estimated fair value of the intangible asset. The results of the
valuation indicated a fair value of $43.0 million. As such, a $74.8 million impairment was recorded in impairment of
goodwill and intangible assets expense in the Consolidated Statements of Comprehensive Income to bring the carrying
value of the intangible asset as of December 31, 2021 (post-impairment) to $43.0 million.
Some of the inputs used in the interim and annual DCF models required significant management judgment, including the
discount rates, terminal growth rates, forecasted financial results and market returns.
Additionally, in conjunction with the indefinite-lived intangible asset annual impairment assessment, we considered the
results of the AUM analysis included above to determine if there were indicators of impairment of our trademark
intangible assets. Based on that qualitative assessment, certain trademarks with a $2.7 million carrying value as of
October 1, 2021, 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 below the carrying value of the asset. As such, we impaired the
entire asset, and a $2.7 million impairment was recorded in impairment of goodwill and intangible assets expense in the
Consolidated Statements of Comprehensive Income to bring the carrying value of the intangible asset as of December
31, 2021 (post-impairment), to $0. 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 additional impairment was recorded.
Our definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. There were no definite-lived intangible asset impairments identified during
the year ended December 31, 2021.
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 (“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 (“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%
Income Taxes
Decrease in
funded status at
December 31, 2021
13.5
$
1.8
$
39.3
$
87.1
$
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
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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. Certain U.S mutual funds contracts allow for negative performance
fees where there is underperformance against the relevant index. 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 $102.7 million, $98.1 million and $17.6 million for the years ended
December 31, 2021, 2020 and 2019, respectively. At December 31, 2021 and 2020, $99.4 billion and $105.8 billion of
AUM generated performance fees during the years ended December 31, 2021 and 2020, respectively.
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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 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
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. Certain U.S mutual funds contracts allow for negative performance
fees where there is underperformance against the relevant index. 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 $102.7 million, $98.1 million and $17.6 million for the years ended
December 31, 2021, 2020 and 2019, respectively. At December 31, 2021 and 2020, $99.4 billion and $105.8 billion of
AUM generated performance fees during the years ended December 31, 2021 and 2020, respectively.
Investment Securities
At December 31, 2021, 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, 2021 (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
$
$
646.6 $
50.3
5.4
702.3 $
711.3 $
55.3
5.9
772.5 $
581.9
45.3
4.9
632.1
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
Derivative Instruments Used to Hedge Seeded Investment Products
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, 2021 and 2020 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts and swaps
Notional value
December 31, 2021 December 31, 2020
164.5
$
166.2
$
35.6
$
205.0
$
368.7 $
207.2 $
55.0 $
415.6 $
Changes in fair value of derivative instruments are recognized during the period in which they occur in investment gains,
net in the Consolidated Statements of Comprehensive Income.
Derivative Instruments Used in Foreign Currency Hedging Program
In January 2021, we implemented a balance sheet foreign currency hedging program (“Program”) to take reasonable
measures to minimize the income statement effects of foreign currency remeasurement of monetary balance sheet
accounts. The Program is not designed to eliminate all impacts of foreign currency risk; rather it is designed to reduce
income statement volatility. The Program utilizes foreign currency forward contracts and swaps to achieve its objectives,
and it is considered an economic hedge for accounting purposes.
The notional value of the foreign currency forward contracts and swaps was $171.4 million at December 31, 2021.
Changes in fair value of the derivatives are recognized in other non-operating income, net on our Consolidated
Statements of Comprehensive Income.
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.
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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.
The following table illustrates the impact of the below currencies weakening by 10% on all hedged and unhedged
financial assets and liabilities denominated in currencies material to us other than USD (in millions):
December 31, 2021
December 31, 2020
Other
comprehensive
income
Other
comprehensive
Net income
attributable to attributable to attributable to attributable to
Net income
income
Great British pound
Australian dollar
Euro
JHG
JHG
JHG
JHG
$
$
$
(13.8) $
(1.3) $
(2.8) $
197.8 $
17.0 $
7.4 $
(7.3) $
0.3 $
1.6 $
188.8
26.1
7.5
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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.
The following table illustrates the impact of the below currencies weakening by 10% on all hedged and unhedged
financial assets and liabilities denominated in currencies material to us other than USD (in millions):
Great British pound
Australian dollar
Euro
December 31, 2021
December 31, 2020
Other
Other
comprehensive
comprehensive
Net income
income
Net income
income
attributable to attributable to attributable to attributable to
JHG
JHG
JHG
JHG
$
$
$
(13.8) $
(1.3) $
(2.8) $
197.8 $
17.0 $
7.4 $
(7.3) $
0.3 $
1.6 $
188.8
26.1
7.5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Financial Statements:
Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP (PCAOB
ID 238)
Management’s Report on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and
2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020 and
2019
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
58
61
62
63
64
65
66
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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, 2021 and 2020, and the related consolidated statements of comprehensive income, of
changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2021 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, 2021, 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
58
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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, 2021 and 2020, and the related consolidated statements of comprehensive income, of
changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2021 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, 2021, 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 Certain Indefinite-Lived Intangible Assets Composed of Investment Management Agreements
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s net intangible assets balance of
$2,542.7 million as of December 31, 2021 is net of $121.9 million of impairment recognized in 2021, and includes
indefinite-lived investment management agreements, indefinite-lived trademarks and definite-lived client relationships.
The indefinite-lived intangible asset balance related to investment management agreements was $2,114.8 million as of
December 31, 2021, which is net of $115.6 million of impairment recognized in 2021. Management performs its annual
impairment assessment of 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. If the fair value of the intangible asset is less than the
carrying amount, an impairment is recognized. During the second quarter of 2021, management performed an interim
impairment assessment on a certain indefinite-lived intangible asset composed of investment management agreements
due to a significant decrease in assets under management and unfavorable changes in the forecast on this specific asset.
A discounted cash flow model was used to determine the estimated fair value of the investment management
agreements. The results of the discounted cash flow model revealed a fair value of nil and management therefore
impaired the entire $40.8 million balance of the intangible asset. As part of management’s annual impairment
assessment, management used a qualitative approach to determine the likelihood of impairment of indefinite-lived
intangible assets, with assets under management being the focus of the assessment. After reviewing the results of the
qualitative assessment, a certain intangible asset composed of investment management agreements with a carrying value
of $117.8 million as of October 1, 2021 required further review to determine if it was impaired. Management prepared a
discounted cash flow model to determine the estimated fair value of the intangible asset, which was below the carrying
value of the asset and a $74.8 million impairment was recorded. Some of the inputs used in the interim and annual
discounted cash flow models required significant management judgment, including the discount rates, terminal growth
rates, forecasted financial results and market returns.
58
59
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The principal considerations for our determination that performing procedures relating to the impairment assessments of
certain indefinite-lived intangible assets composed of investment management agreements is a critical audit matter are (i)
the significant judgment by management when determining the fair value of certain indefinite-lived intangible assets and
(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to the forecasted financial results and market returns.
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 intangible assets, including controls over the valuation of certain
indefinite-lived intangible assets composed of investment management agreements. These procedures also included,
among others (i) testing management’s process for determining the fair value of certain indefinite-lived intangible assets
composed of investment management agreements; (ii) evaluating the appropriateness of the discounted cash flow model;
(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv)
evaluating the reasonableness of significant assumptions used by management related to the forecasted financial results
and market returns. Evaluating management’s significant assumptions related to the forecasted financial results and
market returns involved evaluating whether the significant assumptions used by management were reasonable
considering (i) the current and past performance of investment companies subject to the investment management
agreements; (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.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 24, 2022
We have served as the Company’s auditor since 2019.
60
Table of Contents
The principal considerations for our determination that performing procedures relating to the impairment assessments of
certain indefinite-lived intangible assets composed of investment management agreements is a critical audit matter are (i)
the significant judgment by management when determining the fair value of certain indefinite-lived intangible assets and
(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to the forecasted financial results and market returns.
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 intangible assets, including controls over the valuation of certain
indefinite-lived intangible assets composed of investment management agreements. These procedures also included,
among others (i) testing management’s process for determining the fair value of certain indefinite-lived intangible assets
composed of investment management agreements; (ii) evaluating the appropriateness of the discounted cash flow model;
(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv)
evaluating the reasonableness of significant assumptions used by management related to the forecasted financial results
and market returns. Evaluating management’s significant assumptions related to the forecasted financial results and
market returns involved evaluating whether the significant assumptions used by management were reasonable
considering (i) the current and past performance of investment companies subject to the investment management
agreements; (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.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 24, 2022
We have served as the Company’s auditor since 2019.
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,
2021. 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,
2021, 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, 2021, as stated in Item 8 of this Annual Report on Form 10-
K.
February 24, 2022
60
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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 20)
December 31,
2021
December 31,
2020
$
$
$
$
$
$
1,107.3
451.4
351.6
84.4
11.3
250.9
2.1
150.2
2,409.2
63.3
2,542.7
1,374.3
165.1
172.9
6,727.5
271.6
420.0
92.2
2.6
786.4
45.7
310.4
619.2
4.8
134.4
1,900.9
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
REDEEMABLE NONCONTROLLING INTERESTS
163.4
85.8
EQUITY
Common stock, $1.50 par value; 480,000,000 shares authorized, and 169,046,154 and 180,403,176 shares issued and
outstanding as of December 31, 2021, and December 31, 2020, respectively
Additional paid-in-capital
Treasury shares, 1,133,934 and 2,548,063 shares held at December 31, 2021, and December 31, 2020, 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
$
253.6
3,771.8
(55.1)
(396.1)
1,073.6
4,647.8
15.4
4,663.2
6,727.5
$
270.6
3,815.0
(107.3)
(324.0)
1,062.1
4,716.4
17.4
4,733.8
6,690.8
The accompanying notes are an integral part of these consolidated financial statements.
62
Table of Contents
JANUS HENDERSON GROUP PLC
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share Data)
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions, Except Per Share Data)
2021
2019
Year ended December 31,
2020
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 20)
REDEEMABLE NONCONTROLLING INTERESTS
EQUITY
Additional paid-in-capital
Accumulated other comprehensive loss, net of tax
Retained earnings
Total shareholders’ equity
Nonredeemable noncontrolling interests
Total equity
December 31,
December 31,
2021
2020
$
1,107.3
$
$
$
6,727.5
$
$
451.4
351.6
84.4
11.3
250.9
2.1
150.2
2,409.2
63.3
2,542.7
1,374.3
165.1
172.9
271.6
420.0
92.2
2.6
786.4
45.7
310.4
619.2
4.8
134.4
1,900.9
253.6
3,771.8
(55.1)
(396.1)
1,073.6
4,647.8
15.4
4,663.2
6,727.5
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
270.6
3,815.0
(107.3)
(324.0)
1,062.1
4,716.4
17.4
4,733.8
6,690.8
Common stock, $1.50 par value; 480,000,000 shares authorized, and 169,046,154 and 180,403,176 shares issued and
outstanding as of December 31, 2021, and December 31, 2020, respectively
Treasury shares, 1,133,934 and 2,548,063 shares held at December 31, 2021, and December 31, 2020, respectively
163.4
85.8
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, 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 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 (loss) attributable to JHG
$ 2,189.4
102.7
260.7
214.2
2,767.0
$ 1,794.1
98.1
209.2
197.2
2,298.6
$ 1,792.3
17.6
185.4
197.1
2,192.4
693.3
181.0
551.6
51.6
31.7
271.8
121.9
40.7
1,943.6
823.4
(12.8)
0.8
8.8
820.2
(205.7)
614.5
7.6
622.1
$
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
$
$
$
$
$
$
$
3.60
3.59
(50.1)
(22.4)
(72.5)
0.4
(72.1)
542.0
8.0
550.0
$
$
$
$
$
$
0.87
0.87
71.8
(29.5)
42.3
0.8
43.1
224.9
(20.2)
204.7
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
$
$
$
$
$
$
$
2.21
2.21
74.7
(5.6)
69.1
(12.7)
56.4
514.8
(30.8)
484.0
Total liabilities, redeemable noncontrolling interests and equity
$
$
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
62
63
Table of Contents Table of Contents
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
Year ended December 31,
2020
2021
2019
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
Contributions to pension plans in excess of costs recognized
Contingent consideration fair value adjustment
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
Cash 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 from Dai-ichi Life and share buyback program
Dividends paid to shareholders
Payment of contingent consideration
Distributions to noncontrolling interests
Third-party sales (purchases) 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
$
614.5
$
182.6
$
445.7
40.7
121.9
(2.2)
68.2
—
—
(0.8)
1.2
—
(8.4)
1.0
(44.1)
103.4
895.4
(177.1)
(10.4)
(97.4)
(27.0)
1.2
2.0
25.4
—
(283.3)
12.5
(71.8)
(372.1)
(256.0)
—
(0.5)
100.3
(0.5)
(588.1)
49.2
513.7
(104.8)
66.7
1.3
(16.2)
(57.5)
(4.6)
(7.1)
(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)
(13.5)
10.5
1,108.1
1,118.6
27.5
311.6
796.5
$ 1,108.1
14.6
217.6
$
$
14.6
159.0
1,107.3
11.3
1,118.6
$ 1,099.7
8.4
$ 1,108.1
$
$
$
$
$
$
$
$
$
$
62.6
18.0
(4.7)
74.2
4.7
—
(34.2)
1.0
(20.0)
(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
The accompanying notes are an integral part of these consolidated financial statements.
64
Table of Contents
JANUS HENDERSON GROUP PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
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
Contributions to pension plans in excess of costs recognized
Contingent consideration fair value adjustment
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
Cash 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 from Dai-ichi Life and share buyback program
Dividends paid to shareholders
Payment of contingent consideration
Distributions to noncontrolling interests
Third-party sales (purchases) 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
64
The accompanying notes are an integral part of these consolidated financial statements.
Year ended December 31,
2021
2020
2019
$
614.5
$
182.6
$
445.7
40.7
121.9
(2.2)
68.2
—
—
(0.8)
1.2
—
(8.4)
1.0
(44.1)
103.4
895.4
(177.1)
(10.4)
(97.4)
(27.0)
1.2
2.0
25.4
—
(283.3)
12.5
(71.8)
(372.1)
(256.0)
—
(0.5)
100.3
(0.5)
(588.1)
(13.5)
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5
6
Table of Contents Table of Contents
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 year ended December 31,
2019, 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
66
Table of Contents
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 year ended December 31,
2019, 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.
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
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 reevaluate 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.
Accounting Estimates
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).
The following table presents depreciation expense for the December 31, 2021, 2020 and 2019 (in millions):
Depreciation expense
$
23.5 $
26.0 $
23.5
2021
Year ended
December 31,
2020
2019
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Property, equipment and software as of December 31, 2021 and 2020, 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
Over the shorter of 20 years
or the period of the lease
3-7 years
$
$
$
December 31,
2021
2020
24.8 $
18.1
40.6
92.1
157.5 $
(94.2)
63.3 $
40.2
91.4
149.7
(71.8)
77.9
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, 2021, 2020 and 2019.
Cloud Computing Arrangements
Costs paid to vendors for third-party cloud-based hosting services are recorded to other long-term assets and
subsequently amortized to general, administration and occupancy expense on a straight-line basis over the life of the
contract. Implementation costs incurred related to the cloud hosting arrangement are accounted for similarly to internal
use software. Implementation costs are capitalized or expensed depending on the nature of the costs and the project stage
during which they are incurred. We capitalize costs incurred during the application development stage to other long-term
assets and subsequently amortize those costs to general, administration and occupancy expense on a straight-line basis
over the life of the contract beginning when the asset is ready for its intended use.
Deferred Commissions
Initial sales commissions paid to 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 on the Consolidated Balance Sheets.
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
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Property, equipment and software as of December 31, 2021 and 2020, are summarized as follows (in millions):
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, net.
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,
2021
2020
$
24.8 $
18.1
Over the shorter of 20 years
or the period of the lease
3-7 years
40.6
92.1
(94.2)
$
157.5 $
$
63.3 $
40.2
91.4
149.7
(71.8)
77.9
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, 2021, 2020 and 2019.
Cloud Computing Arrangements
Costs paid to vendors for third-party cloud-based hosting services are recorded to other long-term assets and
subsequently amortized to general, administration and occupancy expense on a straight-line basis over the life of the
contract. Implementation costs incurred related to the cloud hosting arrangement are accounted for similarly to internal
use software. Implementation costs are capitalized or expensed depending on the nature of the costs and the project stage
during which they are incurred. We capitalize costs incurred during the application development stage to other long-term
assets and subsequently amortize those costs to general, administration and occupancy expense on a straight-line basis
over the life of the contract beginning when the asset is ready for its intended use.
Initial sales commissions paid to 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 on the Consolidated Balance Sheets.
Deferred Commissions
Equity Method Investments
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.
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.
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 assessed for
consolidation. If it is determined consolidation is required, the individual securities within the portfolio are accounted for
as trading securities. If consolidation is not required, the fair value is determined using the number of shares held
multiplied by the share price of the respective fund. The change in fair value of seeded investment products is recorded
in investment gains, 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.
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.
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 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
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
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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.
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, net on our Consolidated Statements of Comprehensive Income.
Other Investment Securities
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, 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.
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, net in our Consolidated Statements of Comprehensive Income.
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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.
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, net on our Consolidated Statements of Comprehensive Income.
Other Investment Securities
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, 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
Derivative Instruments
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.
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, net in our Consolidated Statements of Comprehensive Income.
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 11 — Fair Value Measurements.
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 15 — 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.
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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● 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 deferred compensation liabilities that are held against
investments in our fund products, where the significant valuation inputs are unobservable.
Details of inputs used to calculate the fair value of contingent deferred consideration can be found in Note 11 — 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.
Income Taxes
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
tax assets and the evaluation of unrecognized tax benefits resulting from uncertain tax positions taken or expected to be
taken in a tax return.
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.
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● 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.
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 deferred compensation liabilities that are held against
investments in our fund products, where the significant valuation inputs are unobservable.
Details of inputs used to calculate the fair value of contingent deferred consideration can be found in Note 11 — 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
tax assets and the evaluation of unrecognized tax benefits resulting from uncertain tax positions taken or expected to be
taken in a tax return.
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.
Income Taxes
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
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.
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.
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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 certain 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 Company 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.
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.
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 DCFs, 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
remeasured to fair value at each reporting date through other non-operating income. Finance charges, where discounting
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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 certain 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 Company 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.
Commissions
Earnings Per Share
has been applied, are also recognized through other non-operating income. See Note 11 — 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.
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.
Foreign Currency
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.
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.
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.
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
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.
Contingent Consideration
Post-Employment Retirement Benefits
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 DCFs, 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
remeasured to fair value at each reporting date through other non-operating income. Finance charges, where discounting
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.
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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, net in the
Consolidated Statements of Comprehensive Income; service costs are recognized in employee compensation and
benefits.
See Note 17 — 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
Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”)
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s
initiative to reduce complexity in accounting standards. The ASU eliminates certain exceptions to the general principles
of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. We adopted the ASU, which was
effective as of January 1, 2021. The adoption of this ASU did not have a material impact on our results of operations or
financial position.
Note 4 — Dispositions
Geneva
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.
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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, net in the
Consolidated Statements of Comprehensive Income; service costs are recognized in employee compensation and
benefits.
Common Stock
See Note 17 — Retirement Benefit Plans for further discussion of our pension plans.
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
Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”)
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s
initiative to reduce complexity in accounting standards. The ASU eliminates certain exceptions to the general principles
of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. We adopted the ASU, which was
effective as of January 1, 2021. The adoption of this ASU did not have a material impact on our results of operations or
financial position.
Note 4 — Dispositions
Geneva
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 (“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.
In November 2021, we received $20.0 million from GCM Purchaser, LLC with the intention to buy out the remaining
Earnout balances with a lump sum. Approximately $12.5 million went toward the remaining balance of the base earnout,
and the remaining $7.5 million went toward the excess earnout payment which was recorded in other non-operating
income, net on the Consolidated Statements of Comprehensive Income during the year ended December 31, 2021. As
such, all consideration has been received, including the excess Earnout, and we do not expect to receive any additional
contingent consideration related to the sale.
Management-Led Buyout of Quantitative Equities Subsidiary Intech
Subsequent to December 31, 2021, we made the strategic decision to sell our 97%-owned Quantitative Equities
subsidiary, Intech, to a consortium composed of Intech management and certain non-executive directors (“Management
Buyout”). As part of this decision, JHG and Intech will enter into a transition services agreement that provides for
continuation of support services.
Note 5 — Consolidation
Variable Interest Entities
Consolidated Variable Interest Entities
Our consolidated VIEs as of December 31, 2021 and 2020, include certain consolidated seeded investment products in
which we have an investment and act as the investment manager. Third-party assets held in consolidated VIEs are not
available to us or to our creditors. We may not, under any circumstances, access third-party assets 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.
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):
Unconsolidated VIEs
December 31, December 31,
2021
2020
$
102.7 $
9.6
Our total exposure to unconsolidated VIEs represents the value of our economic ownership interest in the investment
securities.
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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,
2021
179.6 $
1.3
0.7
(1.2)
180.4 $
(17.5)
162.9 $
2020
29.3
2.8
0.4
(0.1)
32.4
—
32.4
$
$
$
The increase in consolidated VREs is primarily due to approximately $163.0 million of seed capital investments into
certain ETF products in September 2021.
Third-party assets held in consolidated VREs are not available to us or to our creditors. We may not, under any
circumstances, access third-party assets 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,
2021
2020
$
56.6 $
63.6
Our total exposure to unconsolidated VREs represents the value of our economic ownership interest in the investment
securities.
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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,
2021
2020
$
179.6 $
1.3
0.7
(1.2)
$
180.4 $
(17.5)
$
162.9 $
29.3
2.8
0.4
(0.1)
32.4
—
32.4
Note 6 — Investment Securities
Our investment securities as of December 31, 2021 and 2020, are summarized as follows (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,
2021
2020
$
$
250.9 $
179.6
159.3
56.7
0.1
646.6
50.3
5.4
702.3 $
214.6
29.3
73.2
63.5
0.1
380.7
96.5
5.5
482.7
The increase in consolidated VREs is primarily due to approximately $163.0 million of seed capital investments into
Trading Securities
certain ETF products in September 2021.
Net unrealized gains (losses) on investment securities held by us as of December 31, 2021, 2020 and 2019, are
summarized as follows (in millions):
Unrealized gains (losses) on investment securities held at period end
Year ended
December 31,
2021
$
(0.2) $
2020
2019
69.8 $ 19.2
The following table presents the carrying value of investment securities included on our Consolidated Balance Sheets
Investment Gains, Net
Investment gains, net on our Consolidated Statements of Comprehensive Income included the following for the years
ended December 31, 2021, 2020 and 2019 (in millions):
Third-party assets held in consolidated VREs are not available to us or to our creditors. We may not, under any
circumstances, access third-party assets 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
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,
2021
2020
$
56.6 $
63.6
2021
Seeded investment products and hedges, net
Third-party ownership interests in seeded investment products
Long Tail Alpha investment
Deferred equity plan
Other
$
Investment gains, net
$
Cash Flows
2019
Year ended December 31,
2020
26.6 $
20.1
6.0
2.1
2.7
57.5 $
2.0 $
(8.0)
3.0
2.8
1.0
0.8 $
3.5
17.2
1.5
9.5
2.5
34.2
Cash flows related to our investment securities for the years ended December 31, 2021, 2020 and 2019, are summarized
as follows (in millions):
Investment securities by consolidated seeded
investment products
Investment securities
2021
Sales,
Year ended December 31,
2020
Sales,
2019
Sales,
Purchases
settlements Purchases settlements Purchases
and
and
and
and
and
settlements
and
settlements maturities settlements maturities settlements maturities
$ (100.4) $
(303.0)
3.0 $ (103.9) $
125.9
(120.4)
83.7 $ (903.3) $ 582.5
194.0
255.2
(192.5)
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Note 7 — Derivative Instruments
Derivative Instruments Used to Hedge Seeded Investment Products
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 and credit default
swaps. Foreign currency exposures associated with our seeded investment products are also hedged by using foreign
currency forward contracts and swaps.
We were party to the following derivative instruments as of December 31, 2021 and 2020 (in millions):
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts and swaps
Notional value
December 31, 2021 December 31, 2020
164.5
368.7 $
$
166.2
207.2
35.6
55.0
205.0
415.6
The derivative instruments are not designated as hedges for accounting purposes. Changes in fair value of the derivatives
are recognized during the period in which they occur in investment gains, net in our Consolidated Statements of
Comprehensive Income.
Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in
accounts payable and accrued liabilities on the Consolidated Balance Sheets. The derivative assets and liabilities as of
December 31, 2021 and 2020, are summarized as follows (in millions):
Derivative assets
Derivative liabilities
Fair value
December 31, 2021
December 31, 2020
$
8.8 $
15.5
9.1
10.8
In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also
engage in short sales of securities. As of December 31, 2021 and 2020, the fair value of securities sold but not yet
purchased was $3.1 million and $7.9 million, respectively. The cash received from the short sale and the obligation to
repurchase the shares are classified in other current assets and in accounts payable and accrued liabilities on our
Consolidated Balance Sheets, respectively. Fair value adjustments are recognized in investment gains, net on our
Consolidated Statements of Comprehensive Income.
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 in accounts
payable and accrued liabilities on our Consolidated Balance Sheets. Gains and losses on these derivative instruments are
classified within investment gains, net in our Consolidated Statements of Comprehensive Income.
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Note 7 — Derivative Instruments
Derivative Instruments Used to Hedge Seeded Investment Products
Our consolidated seeded investment products were party to the following derivative instruments as of
December 31, 2021 and 2020 (in millions):
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 and credit default
swaps. Foreign currency exposures associated with our seeded investment products are also hedged by using foreign
currency forward contracts and swaps.
We were party to the following derivative instruments as of December 31, 2021 and 2020 (in millions):
Futures
Credit default swaps
Interest rate swaps
Options
Foreign currency forward contracts and swaps
Notional value
December 31, 2021 December 31, 2020
57.0
$
1.5
75.0
0.5
56.1
190.1 $
6.1
—
0.1
22.1
Futures
Credit default swaps
Total return swaps
Foreign currency forward contracts and swaps
Notional value
December 31, 2021 December 31, 2020
$
368.7 $
207.2
55.0
415.6
164.5
166.2
35.6
205.0
The derivative instruments are not designated as hedges for accounting purposes. Changes in fair value of the derivatives
are recognized during the period in which they occur in investment gains, net in our Consolidated Statements of
Comprehensive Income.
Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in
accounts payable and accrued liabilities on the Consolidated Balance Sheets. The derivative assets and liabilities as of
December 31, 2021 and 2020, are summarized as follows (in millions):
Derivative assets
Derivative liabilities
December 31, 2021
December 31, 2020
$
9.1
10.8
Fair value
8.8 $
15.5
In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also
engage in short sales of securities. As of December 31, 2021 and 2020, the fair value of securities sold but not yet
purchased was $3.1 million and $7.9 million, respectively. The cash received from the short sale and the obligation to
repurchase the shares are classified in other current assets and in accounts payable and accrued liabilities on our
Consolidated Balance Sheets, respectively. Fair value adjustments are recognized in investment gains, net on our
Consolidated Statements of Comprehensive Income.
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 in accounts
payable and accrued liabilities on our Consolidated Balance Sheets. Gains and losses on these derivative instruments are
classified within investment gains, net in our Consolidated Statements of Comprehensive Income.
Derivative Instruments Used in Foreign Currency Hedging Program
In January 2021, we implemented the Program to take reasonable measures to minimize the income statement effects of
foreign currency remeasurement of monetary balance sheet accounts. The Program is not designed to eliminate all
impacts of foreign currency risk; rather it is designed to reduce income statement volatility. The Program utilizes foreign
currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting
purposes.
The notional value of the foreign currency forward contracts and swaps was $171.4 million at December 31, 2021. The
derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in
accounts payable and accrued liabilities on our Consolidated Balance Sheets. The derivative assets as of December 31,
2021, are summarized as follows (in millions):
Derivative assets
Fair Value
December 31, 2021
3.2
$
Changes in fair value of the derivatives are recognized in other non-operating income, net on our Consolidated
Statements of Comprehensive Income, and we recognized a gain of $0.4 million during the year ended December 31,
2021. Foreign currency remeasurement is also recognized in other non-operating income, net on our Consolidated
Statement of Comprehensive Income.
Note 8 — Goodwill and Intangible Assets
The following tables present movements in our intangible assets and goodwill during the years ended
December 31, 2021 and 2020 (in millions):
December 31,
2020
Amortization
Disposal
Impairment translation
2021
Foreign
currency December 31,
Indefinite-lived intangible assets:
Investment management agreements $
Trademarks
2,242.9 $
373.2
— $
—
— $
—
(115.6) $ (12.5) $
(6.3)
(0.2)
2,114.8
366.7
Definite-lived intangible assets:
Client relationships
Accumulated amortization
Net intangible assets
Goodwill
170.9
(100.7)
2,686.3 $
1,383.9 $
$
$
—
(7.7)
(7.7) $
— $
—
—
— $
— $
—
—
(2.5)
1.2
(121.9) $ (14.0) $
(9.6) $
— $
168.4
(107.2)
2,542.7
1,374.3
80
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Table of Contents Table of Contents
December 31,
2019
Amortization
Disposal
Impairment translation
December 31,
2020
Foreign
currency
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
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.
Impairment Testing
During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent
service to our clients and positioning our business for success, we completed a review of Perkins. To right-size our
product portfolio and better align with the changing needs of clients, certain strategies were closed and the funds were
liquidated during the second quarter of 2021. The majority of the Perkins value equity strategies were unaffected by this
reorganization and they have continued under the Janus Henderson brand. The Perkins brand was discontinued and the
marketing efforts for value equity strategies were incorporated under the Janus Henderson brand. During the first quarter
2021, we impaired the entire balance of the intangible asset associated with the Perkins trademark. The impairment
charge of $3.6 million is included in the table above and recorded in goodwill and intangible asset impairment charges
on the Consolidated Statements of Comprehensive Income.
During the second quarter of 2021, we performed an interim impairment assessment on a certain indefinite-lived
intangible asset composed of investment management agreements due to a significant decrease in AUM and unfavorable
changes in the forecast on this specific asset. A DCF model was used to determine the estimated fair value of the
investment management agreements. The results of the DCF model revealed a fair value of nil and we therefore impaired
the entire $40.8 million balance of the intangible asset. The impairment charge is recorded in goodwill and intangible
asset impairment charges on the Consolidated Statements of Comprehensive Income.
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 2021 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 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 greater than the carrying value.
We also 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, a certain intangible asset composed of investment management
agreements with a carrying value of $117.8 million as of October 1, 2021, required further review to determine if it was
impaired. We prepared a DCF model to determine the estimated fair value of the intangible asset, which was below the
carrying value of the asset. As such, a $74.8 million impairment was recorded in impairment of goodwill and intangible
82
Table of Contents
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)
$
$
3,088.6 $
1,504.3 $
— $
—
— $
(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)
(12.4) $
(17.9) $
(390.2) $
18.2 $
2,686.3
— $
(23.5) $
(123.5) $
26.6 $
1,383.9
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.
Impairment Testing
During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent
service to our clients and positioning our business for success, we completed a review of Perkins. To right-size our
product portfolio and better align with the changing needs of clients, certain strategies were closed and the funds were
liquidated during the second quarter of 2021. The majority of the Perkins value equity strategies were unaffected by this
reorganization and they have continued under the Janus Henderson brand. The Perkins brand was discontinued and the
marketing efforts for value equity strategies were incorporated under the Janus Henderson brand. During the first quarter
2021, we impaired the entire balance of the intangible asset associated with the Perkins trademark. The impairment
charge of $3.6 million is included in the table above and recorded in goodwill and intangible asset impairment charges
on the Consolidated Statements of Comprehensive Income.
During the second quarter of 2021, we performed an interim impairment assessment on a certain indefinite-lived
intangible asset composed of investment management agreements due to a significant decrease in AUM and unfavorable
changes in the forecast on this specific asset. A DCF model was used to determine the estimated fair value of the
investment management agreements. The results of the DCF model revealed a fair value of nil and we therefore impaired
the entire $40.8 million balance of the intangible asset. The impairment charge is recorded in goodwill and intangible
asset impairment charges on the Consolidated Statements of Comprehensive Income.
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 2021 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 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 greater than the carrying value.
We also 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, a certain intangible asset composed of investment management
agreements with a carrying value of $117.8 million as of October 1, 2021, required further review to determine if it was
impaired. We prepared a DCF model to determine the estimated fair value of the intangible asset, which was below the
carrying value of the asset. As such, a $74.8 million impairment was recorded in impairment of goodwill and intangible
assets expense in the Consolidated Statements of Comprehensive Income to bring the carrying value of the intangible
asset as of December 31, 2021 (post-impairment), to $43.0 million.
Some of the inputs used in the interim and annual DCF models required significant management judgment, including the
discount rates, terminal growth rates, forecasted financial results and market returns.
Additionally, in conjunction with the indefinite-lived intangible asset annual impairment assessment, we considered the
results of the AUM analysis included above to determine if there were indicators of impairment of our trademark
intangible assets. Based on that qualitative assessment, certain trademarks with a $2.7 million carrying value as of
October 1, 2021 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 below the carrying value of the asset. As such, we impaired the
entire asset and a $2.7 million impairment was recorded in impairment of goodwill and intangible assets expense in the
Consolidated Statements of Comprehensive Income to bring the carrying value of the intangible asset as of December
31, 2021 (post-impairment) to $0. 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.
Our definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. There were no definite-lived intangible asset impairments identified during
the year ended December 31, 2021.
Future Amortization
Expected future amortization expense related to definite-lived intangible assets is summarized below (in millions):
Future amortization
2022
2023
2024
2025
2026
Thereafter
Total
Amount
7.6
$
7.3
5.9
5.9
5.9
28.6
61.2
$
Note 9 — 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.
82
83
Table of Contents Table of Contents
Balance Sheet
Operating and financing lease assets and liabilities on our Consolidated Balance Sheets as of December 31, 2021 and
2020, 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, 2021
December 31, 2020
115.5
$
121.8
28.4
104.6
133.0
15.4
(13.4)
2.0
0.7
1.4
2.1
$
$
$
$
$
$
26.8
117.8
144.6
14.9
(12.9)
2.0
0.5
1.6
2.1
$
$
$
$
$
$
$
The components of lease expense on our Consolidated Statements of Comprehensive Income during the years ended
December 31, 2021 and 2020, 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
December 31, 2021
Year ended
December 31, 2020
30.2
$
31.2
0.5
—
0.5
$
$
0.9
0.1
1.0
$
$
$
(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, 2021 and 2020, we received the
following from tenants (in millions):
Sublease income
Year ended
December 31, 2021
Year ended
December 31, 2020
$
7.2
$
3.0
As collection of rents under the sublease is uncertain, we recognized impairments of a subleased ROU operating assets
during the years ended December 31, 2021 and 2020, of the following (in millions):
Impairment of a subleased right-of-use operating asset
Year ended
December 31, 2021
Year ended
December 31, 2020
$
—
$
1.4
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Table of Contents
Balance Sheet
Cash Flow Statement
Operating and financing lease assets and liabilities on our Consolidated Balance Sheets as of December 31, 2021 and
2020, consisted of the following (in millions):
Cash payments for operating and finance leases included in our Consolidated Statements of Cash Flows for the years
ended December 31, 2021 and 2020, consisted of the following (in millions):
Operating cash flows from operating leases
Financing cash flows from finance leases
Year ended
December 31, 2021
Year ended
December 31, 2020
$
$
27.9 $
0.4 $
32.4
0.7
Non-cash lease transactions during the year ended December 31, 2021 and 2020, included a $11.4 million and $1.2
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, 2021 December 31, 2020
74
52
67
42
Year ended
Year ended
December 31, 2021 December 31, 2020
4.2%
4.3%
4.2%
3.5%
(1) Discounted using incremental borrowing rates determined for each lease as of the date of adoption, including
consideration for specific interest rate environments.
Future lease obligations (in millions)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less interest
Total
84
85
Operating leases
29.6
$
27.4
26.0
19.1
14.5
26.4
143.0
10.0
133.0 $
Finance leases
0.6
$
0.6
0.6
0.4
—
—
2.2
0.1
2.1
$
Operating lease right-of-use assets:
Other non-current assets
December 31, 2021
December 31, 2020
115.5
$
121.8
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
$
$
$
$
$
$
$
$
$
$
28.4
104.6
133.0
15.4
(13.4)
2.0
0.7
1.4
2.1
$
$
$
$
$
$
26.8
117.8
144.6
14.9
(12.9)
2.0
0.5
1.6
2.1
Year ended
December 31, 2021
Year ended
December 31, 2020
30.2
$
31.2
0.5
—
0.5
$
$
0.9
0.1
1.0
The components of lease expense on our Consolidated Statements of Comprehensive Income during the years ended
December 31, 2021 and 2020, 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, 2021 and 2020, we received the
following from tenants (in millions):
Sublease income
Year ended
December 31, 2021
Year ended
December 31, 2020
$
7.2
$
3.0
As collection of rents under the sublease is uncertain, we recognized impairments of a subleased ROU operating assets
during the years ended December 31, 2021 and 2020, of the following (in millions):
Impairment of a subleased right-of-use operating asset
Year ended
Year ended
December 31, 2021
December 31, 2020
$
—
$
1.4
Table of Contents Table of Contents
Note 10 — Equity Method Investments
Equity method investments of $16.3 million and $14.4 million were recognized on our Consolidated Balance Sheets
within other non-current assets as of December 31, 2021 and 2020, 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
2021
Functional percentage
currency
USD
owned
20 %
2020
percentage
owned
20 %
The share of net gain (loss) from equity method investments recognized within investment gains, net on our
Consolidated Statements of Comprehensive Income, was a $3.0 million gain and $6.0 million gain during the years
ended December 31, 2021 and 2020, respectively.
Note 11 — 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, 2021 (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
Derivatives used in foreign currency hedging
program
Volantis 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
$
$
$
identical assets Significant other
and liabilities
(Level 1)
(Level 2)
observable inputs unobservable inputs
Significant
(Level 3)
Total
$
585.4 $
— $
— $ 585.4
216.8
424.1
640.9
—
—
26.2
27.3
53.5
8.8
0.6
—
—
1,226.3 $
3.2
—
66.1 $
— $
3.1
—
—
—
3.1 $
0.4 $
—
15.5
328.7
—
344.6 $
7.9
—
7.9
—
250.9
451.4
702.3
8.8
—
0.6
3.2
—
0.9
0.9
8.8 $ 1,301.2
— $
0.4
—
3.1
—
15.5
—
328.7
50.5
50.5
50.5 $ 398.2
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
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Table of Contents
Note 10 — Equity Method Investments
Equity method investments of $16.3 million and $14.4 million were recognized on our Consolidated Balance Sheets
within other non-current assets as of December 31, 2021 and 2020, respectively.
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 %
2021
2020
The share of net gain (loss) from equity method investments recognized within investment gains, net on our
Consolidated Statements of Comprehensive Income, was a $3.0 million gain and $6.0 million gain during the years
Long Tail Alpha
ended December 31, 2021 and 2020, respectively.
Note 11 — 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, 2021 (in millions):
Assets:
Cash equivalents
Investment securities:
Consolidated VIEs
Other investment securities
Total investment securities
Seed hedge derivatives
Derivatives in consolidated seeded investment
Derivatives used in foreign currency hedging
Volantis contingent consideration
Total assets
Derivatives in consolidated seeded investment
products
program
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
$
585.4 $
— $
— $ 585.4
216.8
424.1
640.9
—
—
—
—
26.2
27.3
53.5
8.8
0.6
3.2
—
3.1
—
—
—
—
15.5
328.7
—
7.9
—
7.9
—
—
—
0.9
—
—
—
50.5
250.9
451.4
702.3
8.8
0.6
3.2
0.9
0.4
3.1
15.5
328.7
50.5
$
1,226.3 $
66.1 $
8.8 $ 1,301.2
$
— $
0.4 $
— $
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, 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
(Level 3)
Total
$
525.0 $
— $
— $ 525.0
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
Liabilities:
Derivatives in consolidated seeded investment
products
Securities sold, not yet purchased
Seed hedge derivatives
Long-term debt(1)
Deferred bonuses
Total liabilities
$
$
$
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
0.2
— $
7.9
—
10.8
—
348.4
—
65.2
65.2
65.2 $ 432.5
(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 investments held by 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 investments held
by seeded investment products is determined by the underlying securities of the product. The fair value level of
unconsolidated investments held in seeded investment products is determined by the NAV, which is considered a quoted
price in an active market.
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.
(1) Carried at amortized cost on our Consolidated Balance Sheets and disclosed at fair value.
$
3.1 $
344.6 $
50.5 $ 398.2
Level 3 Fair Value Measurements
Investment Securities
As of December 31, 2021 and 2020, certain securities within consolidated VIEs were valued using significant
unobservable inputs, resulting in Level 3 classification.
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Table of Contents Table of Contents
Volantis Contingent Consideration
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, 2021,
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.
As of December 31, 2021 and 2020, the fair value of the Volantis contingent consideration was $0.9 million and $2.8
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, 2021 and 2020, were as follows (in
millions):
Beginning of period fair value
Contingent consideration from sale of Geneva
Settlement of contingent consideration
Fair value adjustments
Purchases of securities
Sales of securities
Foreign currency translation
End of period fair value
Year ended December 31,
2021
2020
$
$
31.4 $
—
(19.4)
(6.6)
4.6
(1.2)
—
8.8 $
12.8
20.5
(3.9)
5.0
(3.1)
—
0.1
31.4
Changes in fair value of our individual Level 3 liabilities for the years ended December 31, 2021 and 2020, 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
2021
Deferred
bonuses
Year ended December 31,
2020
Contingent
consideration
Deferred
bonuses
$
$
65.2 $
6.8
(53.0)
31.5
—
—
—
50.5 $
21.2 $
(7.1)
—
—
0.3
(13.8)
(0.6)
— $
76.6
2.7
(49.5)
33.2
—
—
2.2
65.2
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 a certain indefinite-lived intangible asset during
88
Table of Contents
Volantis Contingent Consideration
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, 2021,
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.
As of December 31, 2021 and 2020, the fair value of the Volantis contingent consideration was $0.9 million and $2.8
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
million, respectively.
Deferred Bonuses
periods.
Changes in Fair Value
millions):
Beginning of period fair value
Contingent consideration from sale of Geneva
Settlement of contingent consideration
Fair value adjustments
Purchases of securities
Sales of securities
Foreign currency translation
End of period fair value
Year ended December 31,
2021
2020
$
31.4 $
—
(19.4)
(6.6)
4.6
(1.2)
—
12.8
20.5
(3.9)
5.0
(3.1)
—
0.1
$
8.8 $
31.4
Changes in fair value of our individual Level 3 liabilities for the years ended December 31, 2021 and 2020, 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
2021
Deferred
bonuses
Year ended December 31,
2020
Contingent
consideration
Deferred
bonuses
$
65.2 $
21.2 $
6.8
(53.0)
31.5
—
—
—
(7.1)
—
—
0.3
(13.8)
(0.6)
$
50.5 $
— $
76.6
2.7
(49.5)
33.2
—
—
2.2
65.2
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 a certain indefinite-lived intangible asset during
our interim impairment assessment completed during the second quarter of 2021 as well as our annual impairment
assessment completed as of October 1, 2021.
Refer to Note 8 — Goodwill and Intangible Assets for additional information on the impairment assessments. Because
of the significance of the unobservable inputs in the fair value measurements of these assets, such measurements are
classified as Level 3.
The significant inputs used in both the second quarter and annual DCF analysis to calculate the fair value of the certain
indefinite-lived intangible assets included the discount rate, terminal growth rate and forecasted financial results and
market returns.
Discount rates of 9.1% and 11.3% were used to determine the fair value of the intangible assets in the second quarter and
the annual assessment, respectively. 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 to determine the fair value of the 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 were 1% and 3% for the second quarter and the annual assessment, respectively.
Changes in fair value of our Level 3 assets for the years ended December 31, 2021 and 2020, were as follows (in
Note 12 — Debt
Our debt as of December 31, 2021 and 2020, consisted of the following (in millions):
December 31, 2021
December 31, 2020
4.875% Senior Notes due 2025
4.875% Senior Notes Due 2025
Carrying Fair
value
Carrying Fair
value
$ 310.4 $ 328.7 $ 313.3 $ 348.4
value
value
The 2025 Senior Notes have a principal value of $300.0 million as of December 31, 2021, and pay interest at 4.875%
semiannually on February 1 and August 1, which is approximately $14.6 million per year. The Senior Notes include
unamortized debt premium, net at December 31, 2021, of $10.4 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. JHG fully and unconditionally guarantees the obligations of JCG in relation to the 2025 Senior Notes.
Credit Facility
At December 31, 2021, we had a $200 million Credit Facility. JHG and its subsidiaries may 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 SOFR in relation to any loan in USD; the SONIA in relation to any loan
in GBP; the Euro Interbank Offered Rate (“EURIBOR”) in relation to any loan in EUR; or the Bank Bill Swap Rate
(“BBSW”) in relation to any loan in AUD. As a result of LIBOR’s phase out, our Credit Facility was amended to
incorporate the SOFR as the successor rate to USD LIBOR and the SONIA as the successor rate to GBP LIBOR. For
more information, refer to Part I, Item 1A, Risk Factors. 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, 2021, 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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Note 13 — Income Taxes
The components of our provision for income taxes for the years ended December 31, 2021, 2020 and 2019, are as
follows (in millions):
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
Year ended December 31,
2020
2019
2021
$
41.5 $
154.0
12.4
207.9
18.1 $
136.4
9.8
164.3
23.6
110.7
8.2
142.5
29.6
(8.7)
(23.1)
(2.2)
4.4
(92.0)
(17.2)
(104.8)
(0.4)
(2.2)
(2.1)
(4.7)
59.5 $ 137.8
$ 205.7 $
The components of our total income before taxes for the years ended December 31, 2021, 2020 and 2019, are as follows
(in millions):
UK
U.S.
International
Total income before taxes
2021
Year ended December 31,
2020
$ 220.3 $ 110.7 $
2019
80.1
445.3
58.1
$ 820.2 $ 242.1 $ 583.5
142.5
(11.1)
627.1
(27.2)
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
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
Year ended December 31,
2020
19.0 %
4.1
2.2
0.5
2.8
1.5
(2.4)
(1.4)
26.3 %
(1.7)
24.6 %
2021
19.0 %
3.5
0.2
0.4
3.5
—
(1.4)
(0.3)
24.9 %
0.2
25.1 %
2019
19.0 %
4.4
1.1
0.2
—
—
(0.5)
—
24.2 %
(0.6)
23.6 %
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.
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The components of our provision for income taxes for the years ended December 31, 2021, 2020 and 2019, 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, 2021 and 2020, 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,
2021
2020
65.3 $
83.8
4.3
2.9
27.8
17.6
201.7
(83.6)
118.1 $
69.7
71.0
3.4
3.8
26.0
7.5
181.4
(65.1)
116.3
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)
$
(36.5) $
(665.0)
(26.3)
(9.1)
(736.9)
$ (618.8) $
(28.5)
(677.4)
(24.3)
(12.8)
(743.0)
(626.7)
(1) The majority of this loss carryforward relates to the UK capital loss of $334.0 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, 2021 and 2020, are as follows (in millions):
December 31,
2021
2020
Note 13 — 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,
2021
2020
2019
$
41.5 $
18.1 $
23.6
154.0
12.4
207.9
29.6
(8.7)
(23.1)
136.4
9.8
164.3
4.4
(92.0)
(17.2)
110.7
8.2
142.5
(0.4)
(2.2)
(2.1)
(4.7)
(2.2)
(104.8)
$ 205.7 $
59.5 $ 137.8
Year ended December 31,
2021
2020
2019
$ 220.3 $ 110.7 $
80.1
627.1
(27.2)
142.5
(11.1)
445.3
58.1
$ 820.2 $ 242.1 $ 583.5
Year ended December 31,
2021
2020
2019
19.0 %
19.0 %
19.0 %
3.5
0.2
0.4
3.5
—
(1.4)
(0.3)
4.1
2.2
0.5
2.8
1.5
(2.4)
(1.4)
4.4
1.1
0.2
—
—
(0.5)
—
24.9 %
26.3 %
24.2 %
0.2
(1.7)
(0.6)
25.1 %
24.6 %
23.6 %
The components of our total income before taxes for the years ended December 31, 2021, 2020 and 2019, 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
Effective income tax rate, controlling interest
Net income attributable to noncontrolling interests
Total effective income tax rate
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 $19.0 million in 2021. The increase is
primarily attributable to the deferred tax balance revaluation arising from the UK tax rate increase from 19% to 25% as
enacted by the Finance Act 2021. The foreign currency translation on capital 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
90
91
Deferred tax assets, net (included in other non-current assets)
Deferred tax liabilities, net
Total deferred tax (liabilities)
0.7
(627.4)
$ (618.8) $ (626.7)
0.4 $
(619.2)
$
Table of Contents Table of Contents
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
Limited and Kapstream Capital Pty Limited.
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, 2021, 2020 and 2019, is as follows (in millions):
Beginning balance
Additions for tax positions of current year
Additions for tax positions of prior years
Reduction due to settlement with taxing authorities
Reduction due to statute expirations
Foreign currency translation
Ending balance
$
$
2019
Year ended December 31,
2020
14.1 $ 12.4
—
—
3.5
3.5
—
—
(1.9)
(1.9)
0.1
0.1
15.8 $ 14.1
2021
15.8 $
5.0
—
(1.2)
(0.4)
—
19.2 $
If the balance in the table above is 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, 2021, 2020 and 2019, the total accrued interest balance relating to uncertain tax positions was $2.6
million, $2.1 million and $1.7 million, respectively. Potential penalties at December 31, 2021, 2020 and 2019, 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, 2021, are 2018 and
onward for U.S. federal tax and a few states have open years from 2013. The tax years from 2017 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 14 — Other Financial Statement Captions
Other current assets on our Consolidated Balance Sheets at December 31, 2021 and 2020, are composed of the following
(in millions):
Prepaid expenses
Current corporation tax
Derivatives (including collateral and margin)
Other current assets
Total other current assets
December 31,
2021
38.1 $
10.9
56.4
44.8
150.2 $
2020
35.1
2.1
24.3
49.6
111.1
$
$
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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
Other non-current assets on our Consolidated Balance Sheets of $172.9 million and $157.7 million as of
December 31, 2021 and 2020, respectively, primarily relate to operating leases, deferred consideration and equity-
method investments.
Limited and Kapstream Capital Pty Limited.
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, 2021, 2020 and 2019, is as follows (in millions):
Beginning balance
Additions for tax positions of current year
Additions 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,
2021
2020
2019
$
15.8 $
14.1 $ 12.4
5.0
—
(1.2)
(0.4)
—
—
3.5
—
(1.9)
0.1
—
3.5
—
(1.9)
0.1
$
19.2 $
15.8 $ 14.1
If the balance in the table above is 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, 2021, 2020 and 2019, the total accrued interest balance relating to uncertain tax positions was $2.6
million, $2.1 million and $1.7 million, respectively. Potential penalties at December 31, 2021, 2020 and 2019, 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, 2021, are 2018 and
onward for U.S. federal tax and a few states have open years from 2013. The tax years from 2017 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 14 — Other Financial Statement Captions
Other current assets on our Consolidated Balance Sheets at December 31, 2021 and 2020, are composed of the following
(in millions):
Prepaid expenses
Current corporation tax
Derivatives (including collateral and margin)
Other current assets
Total other current assets
December 31,
2021
2020
$
38.1 $
10.9
56.4
44.8
35.1
2.1
24.3
49.6
$
150.2 $
111.1
Accounts payable and accrued liabilities on our Consolidated Balance Sheets at December 31, 2021 and 2020, comprise
the following (in millions):
Accrued distribution commissions
Accrued rebates
Other accrued liabilities
Total other accrued liabilities
Current corporation tax (including interest)
Leases
Derivatives
Other current liabilities
Total accounts payable and accrued liabilities
December 31,
2021
2020
65.3 $
24.5
76.8
166.6 $
17.6
29.1
15.5
42.8
271.6 $
40.6
37.2
53.4
131.2
19.8
27.3
10.8
43.0
232.1
$
$
$
Other non-current liabilities on our Consolidated Balance Sheets at December 31, 2021 and 2020, comprise the
following (in millions):
Non-current tax liabilities (including interest)
Leases
Other creditors
Total other non-current liabilities
December 31,
2021
19.8 $
104.6
10.0
134.4 $
2020
16.1
117.9
10.3
144.3
$
$
Other creditors include the non-current portion of lease obligations, provisions for retirement obligations of leased office
space and deferred compensation for certain members of the board of directors.
Note 15 — Noncontrolling Interests
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests as of December 31, 2021 and 2020, consisted of the following (in millions):
Consolidated seeded investment products
Intech:
Employee appreciation rights
Founding member ownership interests
Total redeemable noncontrolling interests
Consolidated Seeded Investment Products
December 31,
2021
148.5 $
2020
70.6
$
12.6
2.3
163.4 $
12.3
2.9
85.8
$
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.
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
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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, 2021, 2020 and 2019 (in millions):
Opening balance
Changes in market value
Changes in ownership
Foreign currency translation
Closing balance
Intech
$
2019
Year ended December 31,
2020
2021
70.6 $ 662.8 $ 121.6
18.9
22.2
(6.2)
509.7
(612.2)
84.3
(2.2)
12.6
(0.2)
70.6 $ 662.8
$ 148.5 $
Intech ownership interests held by a founding member had an estimated fair value of $2.3 million as of
December 31, 2021, 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 16 — Long-Term Incentive Compensation for a description
of Intech appreciation rights.
Nonredeemable Noncontrolling Interests
Nonredeemable noncontrolling interests as of December 31, 2021 and 2020, are as follows (in millions):
Nonredeemable noncontrolling interests in:
Seed capital investments
Intech
Total nonredeemable noncontrolling interests
December 31,
2021
2020
$
$
2.8 $
12.6
15.4 $
4.6
12.8
17.4
Note 16 — 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”)
● Mutual Fund Share Awards (“MFSAs”)
● Other less significant plans (includes: Intech Long-Term Incentive Awards, Saveshare Plan (“SAYE”),
Company Share Option Plan (“CSOP”), Executive Shared Ownership Plan (“ExSOP”), Long-Term Incentive
Plan (“LTIP”), Buy As You Earn Share Plan (“BAYE”) and Employee Stock Purchase Plan (“ESPP”)).
Further details on the material plans in operation during 2021 are discussed below.
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Table of Contents
redeemed from the respective product’s net assets and cannot be redeemed from the assets of other seeded products or
Deferred Incentive Plan
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, 2021, 2020 and 2019 (in millions):
Opening balance
Changes in market value
Changes in ownership
Foreign currency translation
Closing balance
Intech
Year ended December 31,
2021
2020
2019
$
70.6 $ 662.8 $ 121.6
(6.2)
84.3
(0.2)
22.2
18.9
(612.2)
509.7
(2.2)
12.6
$ 148.5 $
70.6 $ 662.8
Intech ownership interests held by a founding member had an estimated fair value of $2.3 million as of
December 31, 2021, 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 16 — Long-Term Incentive Compensation for a description
of Intech appreciation rights.
Nonredeemable Noncontrolling Interests
Nonredeemable noncontrolling interests as of December 31, 2021 and 2020, are as follows (in millions):
Nonredeemable noncontrolling interests in:
Seed capital investments
Intech
Total nonredeemable noncontrolling interests
December 31,
2021
2020
$
2.8 $
12.6
$
15.4 $
4.6
12.8
17.4
Note 16 — 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”)
● Mutual Fund Share Awards (“MFSAs”)
● Other less significant plans (includes: Intech Long-Term Incentive Awards, Saveshare Plan (“SAYE”),
Company Share Option Plan (“CSOP”), Executive Shared Ownership Plan (“ExSOP”), Long-Term Incentive
Plan (“LTIP”), Buy As You Earn Share Plan (“BAYE”) and Employee Stock Purchase Plan (“ESPP”)).
Further details on the material plans in operation during 2021 are discussed below.
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).
Grant date
Units granted
Value at grant (in millions)
Units vested
Vesting date
December 31, 2016
February 28, 2018
February 28, 2019
February 28, 2020
February 26, 2021
63,549 (2)
$2.0
23,831
December 31, 2019
108,184 (2)
$3.7
59,903
February 4, 2021
83,863 (2)
$2.0
125,795
February 4, 2022
96,933 (3)
$2.0
77,228 (3)
$2.0
(1) Units granted on February 28, 2018, were granted to our then Co-CEOs.
(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.
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Mutual Fund Share Awards
MFSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes. At
December 31, 2021, the cost basis of unvested MFSAs, including those issued within DIP, totaled $91.1 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
Intech profits interests and phantom interests entitle holders to periodic distributions of a portion of Intech operating
income. The profits interests and phantom interests awards entitle recipients to 9.0% of Intech’s pre-incentive profits.
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, 2021, the total undiscounted estimated post-employment payments for profits interests and
phantom interests fell below zero, which pushed the undiscounted estimated post-employment payments into a negative
position (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, 2021, the carrying value of the liability associated with the Intech profits interests and phantom interests
was $6.7 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, 2021, 2020 and
2019, are summarized as follows (in millions):
$
DIP
DEP
RSP
RSA (including PSUs)
Other
Stock-based payments expense
DIP funds — liability settled
DEP funds — liability settled
MFSA — liability settled
Profits interests and other
Social Security costs
2019
Year ended December 31,
2020
27.4 $
8.7
3.5
22.0
3.0
64.6
41.3
23.7
28.2
0.9
11.4
2021
52.1 $
2.8
0.9
8.8
3.3
67.9
71.3
13.1
12.9
2.9
12.9
—
19.1
8.3
41.8
4.5
73.7
—
57.5
46.2
(3.9)
10.8
Total charge to the Consolidated Statements of
Comprehensive Income
$ 181.0 $ 170.1 $ 184.3
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Mutual Fund Share Awards
MFSAs are generally issued as part of annual variable compensation and for recruitment and retention purposes. At
December 31, 2021, the cost basis of unvested MFSAs, including those issued within DIP, totaled $91.1 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
Intech profits interests and phantom interests entitle holders to periodic distributions of a portion of Intech operating
income. The profits interests and phantom interests awards entitle recipients to 9.0% of Intech’s pre-incentive profits.
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, 2021, the total undiscounted estimated post-employment payments for profits interests and
phantom interests fell below zero, which pushed the undiscounted estimated post-employment payments into a negative
position (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, 2021, the carrying value of the liability associated with the Intech profits interests and phantom interests
was $6.7 million and is included in accrued compensation, benefits and staff costs on our Consolidated Balance Sheet.
Unrecognized and unearned compensation expense based on expected vesting outcomes as of December 31, 2021,
including the weighted-average number of years over which the compensation cost will be recognized, is summarized as
follows (in millions):
DIP
DEP
RSP
RSA
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
$
40.5
0.3
0.3
1.9
2.5
45.5
45.4
0.6
0.9
1.1
20.9
average
years
1.8
0.2
0.9
1.3
1.5
1.8
1.7
0.2
0.4
2.5
0.8
Total remaining charge to the Consolidated Statements of
Comprehensive Income
$
114.4
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.
Compensation Expense
Stock Options
The components of our long-term incentive compensation expense for the years ended December 31, 2021, 2020 and
2019, are summarized as follows (in millions):
Stock options were granted to employees in 2021, 2020 and 2019. 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:
DIP
DEP
RSP
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,
2021
2020
2019
$
52.1 $
27.4 $
2.8
0.9
8.8
3.3
67.9
71.3
13.1
12.9
2.9
12.9
8.7
3.5
22.0
3.0
64.6
41.3
23.7
28.2
0.9
11.4
—
19.1
8.3
41.8
4.5
73.7
—
57.5
46.2
(3.9)
10.8
Total charge to the Consolidated Statements of
Comprehensive Income
$ 181.0 $ 170.1 $ 184.3
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,
2020
SAYE
2021
SAYE
2019
SAYE
£
10.28
£
4.59
£
2.15
3.68 %
41.37 %
0.17 %
3
6.50 %
37.59 %
0.01 %
3
6.92 %
30.17 %
0.55 %
3
The table below summarizes our outstanding options, exercisable options, and options vested or expected to vest for the
years ended December 31, 2021, 2020 and 2019:
Outstanding at January 1
Granted
Exercised
Forfeited
Outstanding at December 31
Exercisable (1)
Vested or expected to vest
2021
Weighted-
average
2020
Weighted-
average
2019
Weighted-
average
Shares
price
Shares
price
Shares
price
1,255,398 $ 27.13
83,648 $ 23.85
(418,292) $ 29.04
(427,865) $ 36.87
492,889 $ 20.83
92,630 $ 26.62
92,630 $ 26.62
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
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(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, 2021, 2020 and 2019 (in millions):
Exercised
Outstanding
Exercisable
December 31,
2020
2019
2021
$
$
$
0.3 $
7.4 $
1.0 $
— $
4.1 $
0.7 $
0.4
1.0
0.3
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, 2021, 2020 and 2019:
2021
Weighted-
average
2020
Weighted-
average
2019
Weighted-
average
Shares
price
Shares
price
Shares
price
Outstanding at January 1
Granted
Vested
Forfeited
Unvested at December 31
Note 17 — Retirement Benefit Plans
Defined Contribution Plans
5,602,828 $ 24.56
2,285,257 $ 29.94
5,116,926 $ 32.71
2,799,296 $ 24.00
(2,699,721) $ 26.78 (2,443,459) $ 29.00 (2,067,138) $ 31.73
(332,164) $ 29.38
5,516,920 $ 28.41
(238,437) $ 27.37
4,949,927 $ 26.42
(206,897) $ 25.42
5,602,828 $ 24.56
5,516,920 $ 28.41
2,736,264 $ 20.69
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, 2021, 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 $8.3 million, $8.0 million and $7.9 million during the years ended
December 31, 2021, 2020 and 2019, respectively. The assets of the plan are held in trustee-administered funds separately
from our assets.
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, 2021, 2020 and 2019, in respect to our non-U.S. defined contribution plan were $19.0 million, $14.0
million and $10.4 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 Her
Majesty’s Revenue and Customs (“HMRC”) for tax purposes and is operated separately from the Company and
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(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, 2021, 2020 and 2019 (in millions):
Exercised
Outstanding
Exercisable
December 31,
2021
2020
2019
$
$
$
0.3 $
7.4 $
1.0 $
— $
4.1 $
0.7 $
0.4
1.0
0.3
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 December 31, 2021, triennial valuation of the JHGPS resulted in a surplus on a technical provisions basis of $2.7
million.
Plan Assets and Benefit Obligations
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, 2021, 2020 and 2019:
The Plan assets and defined benefit obligations of the JHGPS and the unapproved pension plan were valued as of
December 31, 2021 and 2020. Our plan assets, benefit obligations and funded status as of the December 31 measurement
date were as follows (in millions):
2021
Weighted-
average
2020
Weighted-
average
2019
Weighted-
average
Shares
price
Shares
price
Shares
price
5,602,828 $ 24.56
5,516,920 $ 28.41
5,116,926 $ 32.71
2,285,257 $ 29.94
2,736,264 $ 20.69
2,799,296 $ 24.00
(2,699,721) $ 26.78 (2,443,459) $ 29.00 (2,067,138) $ 31.73
(238,437) $ 27.37
(206,897) $ 25.42
(332,164) $ 29.38
4,949,927 $ 26.42
5,602,828 $ 24.56
5,516,920 $ 28.41
Outstanding at January 1
Granted
Vested
Forfeited
Unvested at December 31
Note 17 — 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, 2021, 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 $8.3 million, $8.0 million and $7.9 million during the years ended
December 31, 2021, 2020 and 2019, respectively. The assets of the plan are held in trustee-administered funds separately
from our assets.
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, 2021, 2020 and 2019, in respect to our non-U.S. defined contribution plan were $19.0 million, $14.0
million and $10.4 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 Her
Majesty’s Revenue and Customs (“HMRC”) for tax purposes and is operated separately from the Company and
Change in plan assets:
Fair value of plan assets as of January 1
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
Service cost
Interest cost
Settlements
Curtailments
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,
2021
2020
1,232.5 $
(41.5)
1.9
(17.2)
(21.2)
(11.9)
1,142.6
1,083.1
160.6
2.1
(15.9)
(32.2)
34.8
1,232.5
(1,026.5)
(0.6)
(13.5)
21.2
(0.3)
17.2
18.1
9.2
(975.2)
167.4
(7.1)
(840.4)
(0.9)
(14.1)
32.2
—
15.9
(191.1)
(28.1)
(1,026.5)
206.0
(19.4)
186.6
Net retirement benefit asset recognized in the Consolidated Balance Sheets
$
160.3 $
Actuarial gains during the year ended December 31, 2021 were primarily due to changes in financial assumptions over
the year, including an increase in discount rate resulting from higher bond yields, leading to a decrease in the benefit
obligation. During the year ended December 31, 2021, $21.2 million was paid to members transferring their benefits out
of the scheme, reducing the benefit obligation.
The JHGPS contains a money purchase section (“MPS”) which operates in a similar way to a defined contribution plan,
but also provides for a minimum benefit to members of the JHGPS if the investment performance of their MPS
investments falls below defined thresholds. The minimum benefit is referred to as a reference scheme test (“RST”)
underpin. The RST underpin serves as a defined benefit guarantee in the case that investment returns of the MPS do not
meet statutorily defined returns. As the MPS is providing a defined benefit in the form of the RST underpin, disclosure
of the related plan assets and liabilities are made on a gross basis, similar to that of a defined benefit plan and are
included in the plan assets and benefit obligations of the retirement benefit asset.
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Amounts recognized on our Consolidated Balance Sheets, net of tax at source as of December 31, 2021 and 2020,
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
$
160.3 $
December 31,
2021
2020
$
165.1 $
191.3
(4.8)
(4.7)
186.6
We used the following key assumptions in determining the defined benefit obligation as of December 31, 2021 and
2020:
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,
2021
2020
1.9 %
N/A %
3.4 %
2.8 %
3.3 %
2.2 %
29.6
30.5
1.3 %
2.5 %
2.9 %
2.2 %
2.9 %
2.1 %
28.4
29.4
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, 2021 and 2020, by major asset class are as follows (in
millions):
December 31,
2021
2020
Cash and cash equivalents
Money market instruments
Bulk annuity policy
Fixed income investments
Equity investments
Total assets at fair value
$
1.5 $
17.5
386.6
479.7
257.3
10.4
14.4
453.4
483.8
270.5
$ 1,142.6 $ 1,232.5
As of December 31, 2021 and 2020, $230.2 million and $244.7 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
(“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.
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Amounts recognized on our Consolidated Balance Sheets, net of tax at source as of December 31, 2021 and 2020,
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
$
160.3 $
December 31,
2021
2020
$
165.1 $
191.3
(4.8)
(4.7)
186.6
We used the following key assumptions in determining the defined benefit obligation as of December 31, 2021 and
2020:
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, 2021 and 2020, by major asset class are as follows (in
December 31,
2021
2020
1.9 %
N/A %
3.4 %
2.8 %
3.3 %
2.2 %
1.3 %
2.5 %
2.9 %
2.2 %
2.9 %
2.1 %
29.6
30.5
28.4
29.4
December 31,
2021
$
1.5 $
2020
10.4
14.4
453.4
483.8
270.5
17.5
386.6
479.7
257.3
$ 1,142.6 $ 1,232.5
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, 2021 and 2020, $230.2 million and $244.7 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
(“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.
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, 2021 and 2020, 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, 2021 (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
$
$
1.5 $
17.5
—
479.7
257.3
756.0 $
— $
—
—
—
—
— $
(Level 3)
Total
— $
—
386.6
—
—
1.5
17.5
386.6
479.7
257.3
386.6 $ 1,142.6
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 $
14.4
—
483.8
270.5
779.1 $
— $
—
—
—
—
— $
(Level 3)
Total
— $
—
453.4
—
—
10.4
14.4
453.4
483.8
270.5
453.4 $ 1,232.5
The value of the bulk annuity contracts decreased from $453.4 million at December 31, 2020, to $386.6 million at
December 31, 2021, due to changes in financial conditions and demographic assumptions resulting in a decrease of
$35.7 million and $17.6 million, respectively, combined with $13.5 million in cash payments received under the contract
terms.
The expected rate of return on assets for the financial period ending December 31, 2021, was 1.2% p.a. based on
financial conditions as of December 31, 2020 (2020: 1.7% 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.
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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, 2021 and 2020, are shown below
(in millions):
Opening accumulated unamortized actuarial gain (loss)
Actuarial loss
Tax at source on current year actuarial gain
Prior service cost
Release of actuarial gain (loss) due to settlement event
Release of tax at source due to settlement event
Closing accumulated unamortized actuarial loss
December 31,
2021
$ (10.4) $
(35.3)
11.8
0.4
1.1
(0.4)
2020
19.1
(43.7)
14.6
0.4
(1.2)
0.4
$ (32.8) $ (10.4)
No actuarial gains were amortized from accumulated other comprehensive income during the year ended
December 31, 2021 (2020: 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 $3.7 million, treated as a prior service cost in 2018 to be amortized in future years; the
amount amortized in 2021 was $0.4 million and the amount expected to be amortized in 2022 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, 2021,
2020 and 2019, include the following (in millions):
Service cost
Settlement gain (loss)
Curtailment loss
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,
$
2021
(0.6) $
(1.1)
(0.3)
(13.5)
(0.4)
11.3
(4.6)
(11.3)
$ (15.9) $
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)
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The following key assumptions were used in determining the net periodic benefit cost for the years ended
December 31, 2021, 2020 and 2019 (in millions):
December 31,
2021
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
1.3 %
2.5 %
2.9 %
2.2 %
2.9 %
2.1 %
1.2 %
9.0
2020
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
Cash Flows
Employer contributions of $1.9 million were paid in relation to our defined benefit pension plans during 2021 (excluding
credits to members’ Money purchase accounts). We expect to contribute approximately $0.2 million to the JHGPS
(excluding credits to members’ Money purchase accounts) in the year ended December 31, 2022.
The expected future benefit payments for our pension plan are as follows (in millions):
2022
2023
2024
2025
2026
2027-2031
$
$
$
$
$
$
21.0
22.8
23.7
24.0
25.6
141.5
The components of net periodic benefit cost in respect to defined benefit plans for the years ended December 31, 2021,
2020 and 2019, include the following (in millions):
Note 18 — Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax for the years ended December 31, 2021 and 2020, are as
follows (in millions):
Year ended December 31,
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, 2021 and 2020, are shown below
Opening accumulated unamortized actuarial gain (loss)
$ (10.4) $
19.1
Actuarial loss
Prior service cost
Tax at source on current year actuarial gain
Release of actuarial gain (loss) due to settlement event
Release of tax at source due to settlement event
Closing accumulated unamortized actuarial loss
December 31,
2021
2020
(35.3)
11.8
0.4
1.1
(0.4)
(43.7)
14.6
0.4
(1.2)
0.4
$ (32.8) $ (10.4)
No actuarial gains were amortized from accumulated other comprehensive income during the year ended
December 31, 2021 (2020: 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 $3.7 million, treated as a prior service cost in 2018 to be amortized in future years; the
amount amortized in 2021 was $0.4 million and the amount expected to be amortized in 2022 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
Service cost
Settlement gain (loss)
Curtailment loss
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,
2021
2020
2019
$
(0.6) $
(0.9) $
(0.8)
(14.1)
(17.4)
(1.1)
(0.3)
(13.5)
(0.4)
11.3
(4.6)
(11.3)
1.3
—
(0.4)
12.5
(1.6)
(8.2)
2.1
—
(0.4)
18.6
2.1
(7.9)
(5.8)
$ (15.9) $
(9.8) $
currency asset, net Total
$ (313.6) $ (10.4) $ (324.0) $ (386.2) $
2020
Retirement
benefit
currency asset, net
2021
Retirement
benefit
Foreign
(46.9)
(23.5)
(70.4)
73.4
19.1 $ (367.1)
44.3
(29.1)
Total
Foreign
Beginning balance
Other comprehensive loss
Amounts reclassified from accumulated
other comprehensive loss
Total other comprehensive loss
Less: other comprehensive loss attributable
to noncontrolling interests
Ending balance
(3.2)
(50.1)
1.1
(22.4)
(2.1)
(72.5)
(1.6)
71.8
(0.4)
(29.5)
(2.0)
42.3
0.4
—
0.4
0.8
$ (363.3) $ (32.8) $ (396.1) $ (313.6) $
—
0.8
(10.4) $ (324.0)
102
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The components of other comprehensive income (loss), net of tax for the years ended December 31, 2021, 2020 and
2019, are as follows (in millions):
Year ended December 31, 2021
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive loss
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
Note 19 — Earnings and Dividends Per Share
Earnings Per Share
Pre-tax
amount
Tax
expense
$
$
(48.2) $
(23.5)
(2.1)
(73.8) $
Net amount
(46.9)
(23.5)
(2.1)
(72.5)
1.3 $
—
—
1.3 $
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 $
$
Net amount
74.7
(4.2)
(1.4)
69.1
0.4
(0.1)
—
0.3 $
The following is a summary of the earnings per share calculation for the years ended December 31, 2021, 2020 and 2019
(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,
2020
161.6 $
(4.7)
156.9 $
2021
622.1 $
(17.7)
604.4 $
2019
427.6
(11.7)
415.9
$
$
Weighted-average common shares outstanding — basic
Dilutive effect of nonparticipating stock-based awards
Weighted-average common shares outstanding — diluted
167.9
0.6
168.5
179.4
0.5
179.9
188.0
0.6
188.6
Earnings per share:
Basic (two class)
Diluted (two class)
Dividends Per Share
$
$
3.60 $
3.59 $
0.87 $
0.87 $
2.21
2.21
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.
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Table of Contents
The components of other comprehensive income (loss), net of tax for the years ended December 31, 2021, 2020 and
2019, are as follows (in millions):
The following is a summary of cash dividends declared and paid for the years ended December 31, 2021, 2020 and
2019:
Year ended December 31, 2021
Foreign currency translation adjustments
Retirement benefit asset, net
Reclassifications to net income
Total other comprehensive loss
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
Note 19 — Earnings and Dividends Per Share
Earnings Per Share
(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
Earnings per share:
Basic (two class)
Diluted (two class)
Dividends Per Share
The following is a summary of the earnings per share calculation for the years ended December 31, 2021, 2020 and 2019
Weighted-average common shares outstanding — basic
Dilutive effect of nonparticipating stock-based awards
Weighted-average common shares outstanding — diluted
167.9
0.6
168.5
179.4
0.5
179.9
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.
Pre-tax
amount
Tax
expense
Net amount
$
(48.2) $
1.3 $
(23.5)
(2.1)
—
—
$
(73.8) $
1.3 $
Pre-tax
amount
Tax
expense
Net amount
$
73.1 $
0.3 $
(29.0)
(2.0)
(0.1)
—
$
42.1 $
0.2 $
Tax
expense
Net amount
Pre-tax
amount
74.3
(4.1)
(1.4)
0.4
(0.1)
—
$
68.8 $
0.3 $
(46.9)
(23.5)
(2.1)
(72.5)
73.4
(29.1)
(2.0)
42.3
74.7
(4.2)
(1.4)
69.1
Year ended December 31,
2021
2020
$
622.1 $
161.6 $
(17.7)
(4.7)
$
604.4 $
156.9 $
2019
427.6
(11.7)
415.9
188.0
0.6
188.6
$
$
3.60 $
3.59 $
0.87 $
0.87 $
2.21
2.21
Dividends paid per share
Note 20 — Commitments and Contingencies
Year ended December 31,
2020
2021
2019
$
1.50 $
1.44 $
1.44
Commitments and contingencies may arise in the normal course of business. Commitments and contingencies as of
December 31, 2021, are discussed below.
Operating and Finance Leases
As of December 31, 2021, we had future minimum rental commitments under non-cancelable operating and finance
leases. Refer to Note 9 — 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. Although there can be no
assurances, based on information currently available, we believe that it is probable that the ultimate outcome of matters
that are pending or threatened will not have a material effect on our consolidated financial statements.
Note 21 — Related Party Transactions
Disclosures relating to equity method investments and our pension scheme can be found in Note 10 — Equity Method
Investments and Note 17 — 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, 2021, 2020 and 2019, we recognized revenues of $2,507.9 million, $1,974.6
million and $1,870.1 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
2020
2021
210.8
204.1 $
55.7
77.4
$
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 year ended December 31, 2020, were $22.2 million.
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.
104
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Table of Contents Table of Contents
Note 22 — Geographic Information
The following summary provides information concerning our principal geographic areas for the years ended and as of
December 31, 2021, 2020 and 2019 (in millions):
Operating revenues
U.S.
UK
Luxembourg
Australia and other
Total
Year ended December 31,
2020
2019
2021
$ 1,634.4 $ 1,401.5 $ 1,353.0
602.4
182.3
54.7
$ 2,767.0 $ 2,298.6 $ 2,192.4
562.7
281.5
52.9
639.7
437.2
55.7
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,
2021
2,153.1 $
374.6
76.0
2.3
2,606.0 $
2020
2,208.2
386.2
167.4
2.4
2,764.2
$
$
Long-lived assets include property, equipment, software and intangible assets. As of 2021, intangible assets in the U.S.,
UK and Australia were $2,122.2 million, $345.1 million and $75.4. million, respectively. As of 2020, intangible assets in
the U.S., UK and Australia were $2,171.5 million, $348.3 million and $166.6 million, respectively.
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
As of December 31, 2021, 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
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, 2021, 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.
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Table of Contents
Note 22 — Geographic Information
Changes in Internal Control Over Financial Reporting
The following summary provides information concerning our principal geographic areas for the years ended and as of
December 31, 2021, 2020 and 2019 (in millions):
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, 2021, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Operating revenues are attributed to countries based on the location in which revenues are earned.
Operating revenues
U.S.
UK
Luxembourg
Australia and other
Total
Long-lived assets
U.S.
UK
Australia
Other
Total
Year ended December 31,
2021
2020
2019
$ 1,634.4 $ 1,401.5 $ 1,353.0
639.7
437.2
55.7
562.7
281.5
52.9
602.4
182.3
54.7
$ 2,767.0 $ 2,298.6 $ 2,192.4
As of December 31,
2021
2020
$
2,153.1 $
2,208.2
374.6
76.0
2.3
386.2
167.4
2.4
$
2,606.0 $
2,764.2
Long-lived assets include property, equipment, software and intangible assets. As of 2021, intangible assets in the U.S.,
UK and Australia were $2,122.2 million, $345.1 million and $75.4. million, respectively. As of 2020, intangible assets in
the U.S., UK and Australia were $2,171.5 million, $348.3 million and $166.6 million, respectively.
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
As of December 31, 2021, 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
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, 2021, 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.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be included in the Proxy Statement under the captions “Board of Directors”
and “Corporate Governance” and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the Proxy Statement under the captions “Board Compensation”
and “Executive Compensation” and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in the Proxy Statement under the caption “Security Ownership of
Certain Beneficial Owners and Management” and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item will be included in the Proxy Statement under the caption “Related Party
Transactions” and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in the Proxy Statement under the caption “Reappointment and
Remuneration of Auditors” and is incorporated herein by reference.
106
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Table of Contents Table of Contents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(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,
2022, 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
10.17
Janus Henderson Group Global Remuneration Policy Statement*
10.18
Amendment and Restatement Agreement dated December 21, 2021, between Janus Henderson Group plc,
as Company, and Janus Capital Group Inc., as Guarantor, with Bank of America Europe Designated
Activity Company (as successor in title to Bank of America Merrill Lynch International Limited), as
Facility Agent relating to the US$200,000,000 Revolving Credit Facility dated February 16, 2017.
10.19
Settlement Agreement dated November 18, 2021, between Janus Henderson Investors US LLC (f/k/a
Janus Capital Management LLC) and Richard Weil.*
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
24.1
Power of Attorney (included as a part of the Signature pages to this report)
31.1
Certification of Richard Weil, Chief Executive Officer of Registrant
31.2
Certification of Roger Thompson, Chief Financial Officer of Registrant
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
108
Table of Contents
101.INS
Inline 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
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline 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.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(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,
2022, 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.
10.17
Janus Henderson Group Global Remuneration Policy Statement*
Document
10.18
Amendment and Restatement Agreement dated December 21, 2021, between Janus Henderson Group plc,
as Company, and Janus Capital Group Inc., as Guarantor, with Bank of America Europe Designated
Activity Company (as successor in title to Bank of America Merrill Lynch International Limited), as
Facility Agent relating to the US$200,000,000 Revolving Credit Facility dated February 16, 2017.
10.19
Settlement Agreement dated November 18, 2021, between Janus Henderson Investors US LLC (f/k/a
Janus Capital Management LLC) and Richard Weil.*
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
24.1
Power of Attorney (included as a part of the Signature pages to this report)
31.1
Certification of Richard Weil, Chief Executive Officer of Registrant
31.2
Certification of Roger Thompson, Chief Financial Officer of Registrant
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
108
109
Table of Contents Table of Contents
Exhibit No.
Document
Incorporated by reference:
2.1
3.1.1
3.1.2
4.1
4.2
4.3
4.3.2
4.3.3
4.4
4.5
(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)
(10) Material Contracts
110
Table of Contents
Exhibit No.
Document
Incorporated by reference:
(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)
4.2
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)
4.3
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
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,
(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
4.4
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)
4.5
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)
(10) Material Contracts
10.1
10.2
10.3
10.3.1
10.3.2
10.3.3
10.3.4
10.3.5
10.3.6
10.3.7
10.3.8
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 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, is
hereby incorporated by reference to Exhibit 10.27.1 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2020 (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 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, is
hereby incorporated by reference to Exhibit 10.27.2 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2020 (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 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, is
hereby incorporated by reference to Exhibit 10.27.3 of JHG’s Annual Report on Form 10-K for the year
ended December 31, 2020 (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 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, is hereby
incorporated by reference to Exhibit 10.27.4 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2020 (File No. 333-38103)*
110
111
Table of Contents Table of Contents
10.3.9
10.3.10
10.3.11
10.4
10.4.1
10.5
10.6
10.7
10.8
10.9
10.10
10.11
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 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, is hereby
incorporated by reference to Exhibit 10.27.5 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2020 (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)*
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 Form 10-K for the year ended December 31, 2017*
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 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)*
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)*
10.12
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)*
112
Table of Contents
10.13
10.14
10.15
10.15.1
10.16
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 4, 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.
10.3.9
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)*
10.3.10
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, is hereby
incorporated by reference to Exhibit 10.27.5 of JHG’s Annual Report on Form 10-K for the year ended
December 31, 2020 (File No. 333-38103)*
10.3.11
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
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 Form 10-K for the year ended December 31, 2017*
10.5
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)*
10.6
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)*
10.7
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)*
10.8
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
10.9
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)*
(File No. 001-38103)*
10.10
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)*
10.11
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)*
10.12
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)*
112
113
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ITEM 16. FORM 10-K SUMMARY
None.
114
Table of Contents
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, 2022
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, 2021, 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, 2022.
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)
114
115
Table of Contents Table of Contents
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
Edward Garden
/s/ LAWRENCE KOCHARD
Lawrence Kochard
Nelson Peltz
/s/ ANGELA SEYMOUR-JACKSON
Angela Seymour-Jackson
Title
Director
Director
Director
Director
Director
Director
Director
Director
Director
116
Table of Contents
SHAREHOLDER
INFORMATION AS AT 18 FEBRUARY 2022
Total number of holders of shares, CDIs, UK DIs and their voting rights
The issued share capital of Janus Henderson Group plc consisted of 169,046,154 shares held by 34,775 security holders. This included: 23,638,805
shares held by CHESS Depositary Nominees Pty Limited (CDN), quoted on the ASX in the form of CHESS Depositary Interests (CDIs) and held by
29,868 CDI holders; and 2,350,236 UK Depositary Interests (UK DIs), each representing an entitlement to one underlying Janus Henderson ordinary
share and held by 3,457 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 Citicorp Nominees Pty Limited
4 HSBC Custody Nominees (Australia) Limited
5 HSBC Custody Nominees (Australia) Limited
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