Financial Data and Key Metrics Changes - The company reported adjusted EPS of $0.67, an increase from $0.60 in the previous quarter and $0.61 a year ago [21][32] - Total adjusted revenues decreased by 7% compared to the prior quarter, primarily due to lower average AUM, although performance fees increased to $17.2 million from $14.6 million in the prior quarter [30][34] - Adjusted operating income was $138 million, down 16% from the prior quarter, with an adjusted operating margin of 33.5% compared to 37.2% in the previous quarter [32][36] Business Line Data and Key Metrics Changes - Net outflows for the quarter were $8.2 billion, an improvement from $12.2 billion in the previous quarter, with positive flows in the intermediary business but significant outflows in institutional [20][24] - Equity net outflows were $4.2 billion, improved from $6.9 billion in the prior quarter, while fixed income saw negative flows of $700 million [26][28] - Multi-asset flows were positive at $700 million, driven by strong performance in the balanced strategy [28] Market Data and Key Metrics Changes - The U.K. business within EMEA posted its first positive result since Q4 2017, indicating a recovery in the market [25] - Intermediary flows were positive across the U.S., EMEA, and Asia Pacific, with a 3% annualized organic growth rate for the quarter [25][50] - The company noted that the institutional pipeline remains diverse, with opportunities for improvement in the second half of the year despite recent outflows [25][64] Company Strategy and Development Direction - The company is focused on a strategy termed "simple excellence," which aims to deliver organic growth and increasing profitability through disciplined execution [43][44] - Key strategic priorities include enhancing investment outcomes, improving client experience, and modernizing infrastructure while maintaining cost discipline [55][57] - The company is committed to diversity and inclusion, having already met its target of 25% women in finance by 2022 [16][17] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that the promise of growth has taken longer to materialize than expected, but they remain confident in their strategy and the potential for improved results [10][13] - The impact of COVID-19 has created delays in institutional funding processes, but management is optimistic about future opportunities [100][101] - The company plans to continue examining its cost structure and make necessary investments to support its strategic goals [58][124] Other Important Information - The company returned $88 million to shareholders through dividends and share repurchases during the quarter [21][41] - Cash and cash equivalents stood at $880 million, with $837 million attributed to Janus Henderson [40] Q&A Session Summary Question: Institutional business performance and growth path - Management noted that institutional flows were impacted by significant redemptions, but they are taking steps to strengthen the non-INTECH parts of the institutional distribution [68][72] Question: Direct channel reopening and investment - The direct channel was reopened to better serve existing shareholders, with cautious optimism about improving flows without significant investment [73][76] Question: Gross sales trends and month-to-month movement - Management indicated that gross sales have fluctuated due to market conditions, with no significant trends drawn from recent changes [78][79] Question: Impact of weaker performance on flows - The weaker performance in U.S. SMID and MID strategies is recognized, but management believes these strategies will recover over time [82][86] Question: Review of cost structure and potential headcount changes - Management emphasized that the review of the cost structure is ongoing, with no pre-judged outcomes regarding headcount reductions [91][94] Question: Institutional outflows and client retention - Management expressed the need to improve efforts to retain assets during client derisking activities, acknowledging the importance of strong client relationships [97][98] Question: Delayed funding in institutional business - Management noted that the process of moving from pipeline to funding has slowed, but they remain hopeful for future opportunities [100][101]

[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for H1 2020 reflect a decrease in total assets, a net loss of $144.1 million, and positive operating cash flow, primarily due to significant impairment charges Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$6,725.2** | **$7,621.7** | | Intangible assets, net | $2,638.6 | $3,088.6 | | Goodwill | $1,310.4 | $1,504.3 | | **Total Liabilities** | **$1,827.6** | **$2,037.6** | | **Total Equity** | **$4,428.9** | **$4,906.2** | Condensed Consolidated Statements of Comprehensive Income (Loss) Highlights (in millions, except per share data) | Metric | Q2 2020 | Q2 2019 | 6 Months 2020 | 6 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $518.0 | $535.9 | $1,072.9 | $1,055.2 | | Operating Income (Loss) | $106.7 | $118.5 | $(225.7) | $243.0 | | Net Income (Loss) Attributable to JHG | $102.9 | $109.4 | $(144.1) | $203.5 | | Diluted EPS | $0.55 | $0.56 | $(0.79) | $1.03 | Condensed Consolidated Statements of Cash Flows Highlights (in millions) | Cash Flow Activity | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :--- | :--- | :--- | | Net Operating Activities | $242.5 | $83.0 | | Net Investing Activities | $(125.0) | $11.5 | | Net Financing Activities | $(8.6) | $(275.5) | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant events including the sale of Geneva Capital Management, substantial impairment charges of $513.7 million due to COVID-19, and ongoing litigation related to VelocityShares ETNs - On March 17, 2020, the company sold Geneva Capital Management for **$38.4 million** in cash, recognizing a pre-tax gain of **$16.2 million**[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - An interim impairment assessment in Q1 2020, driven by COVID-19, resulted in significant charges: **$263.5 million** on investment management agreements, **$92.6 million** on client relationships, **$7.7 million** on trademarks, and **$123.5 million** on goodwill[64](index=64&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - In June 2020, an additional impairment charge of **$26.4 million** was recorded, writing off the entire intangible asset associated with VelocityShares ETNs following a delisting announcement[69](index=69&type=chunk) - The company is defending lawsuits related to VelocityShares ETNs, with one consolidated case dismissed and on appeal, and most claims against Janus Indices dismissed in another case[98](index=98&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights the significant negative impact of COVID-19 on AUM and financial results, leading to impairments, while the company maintains a stable capital position and continues its share buyback program - The COVID-19 pandemic significantly impacted financial results, leading to AUM and revenue declines, and triggering Q1 impairments of **$363.8 million** in intangible assets and **$123.5 million** in goodwill[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) Assets Under Management (AUM) Roll-Forward (in billions) | Period | Starting AUM | Net Sales (Redemptions) | Markets | FX & Other | Ending AUM | | :--- | :--- | :--- | :--- | :--- | :--- | | **6 Months to 6/30/20** | **$374.8** | **$(20.4)** | **$(8.3)** | **$(9.4)** | **$336.7** | Q2 2020 Financial Summary (in millions) | Metric | Q2 2020 | Q2 2019 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $518.0 | $535.9 | (3)% | | Operating Income | $106.7 | $118.5 | (10)% | | Net Income (to JHG) | $102.9 | $109.4 | (6)% | | Diluted EPS | $0.55 | $0.56 | (1.8)% | - The company maintains a stable financial condition with surplus capital and liquidity, not expecting to suspend its quarterly dividend or share buyback program despite economic uncertainty[119](index=119&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q2 2020 saw a $38.7 million decrease in management fees offset by a $13.7 million increase in performance fees, while operating expenses decreased due to lower G&A and marketing, partially offset by a $26.4 million impairment charge - Q2 2020 management fees fell **$38.7 million** year-over-year due to lower average AUM, while performance fees increased by **$13.7 million**[149](index=149&type=chunk)[152](index=152&type=chunk) - Q2 2020 operating expenses decreased, with G&A down **$9.7 million** (including **$5.3 million** in travel reductions) and marketing expenses down **$4.4 million**[167](index=167&type=chunk)[168](index=168&type=chunk) - Goodwill and intangible asset impairment charges increased by **$8.4 million** in Q2 2020, primarily due to a **$26.4 million** impairment of the VelocityShares ETN asset[170](index=170&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2020, the company held **$835.8 million** in cash, maintained an undrawn **$200 million** credit facility, repurchased **$22.0 million** in stock, and paid **$66.1 million** in dividends, demonstrating strong liquidity and capital Key Liquidity Data (in millions) | Item | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $835.8 | $732.4 | | Debt | $314.8 | $316.2 | - The company has an undrawn **$200 million** unsecured revolving credit facility maturing in February 2024[74](index=74&type=chunk)[201](index=201&type=chunk) - In Q2 2020, the company repurchased **1,061,633 shares** for **$22.0 million** under its buyback program and paid **$0.36 per share** in dividends[191](index=191&type=chunk)[195](index=195&type=chunk) [PART II — OTHER INFORMATION](index=47&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing on the significant and ongoing adverse effects of the COVID-19 pandemic, including potential revenue declines, further impairments, liquidity constraints, and operational disruptions - The primary updated risk factor is the **COVID-19 pandemic**, which has adversely affected and is expected to continue to adversely affect results of operations[212](index=212&type=chunk) - Specific risks include further decreases in AUM and revenue, additional impairments of intangible assets and goodwill, potential constraints on liquidity and capital, and possible disruption of business operations[213](index=213&type=chunk)[216](index=216&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its common stock repurchase activities, including a new **$200 million** buyback program approved in February 2020, under which **1,061,633 shares** were repurchased for **$22.0 million** in Q2 - A new on-market share buyback program of up to **$200 million** was approved on February 3, 2020[215](index=215&type=chunk) Share Repurchases (Q2 2020) | Month | Shares Purchased (Buyback Program) | Average Price Paid | Total Cost (Buyback Program) | | :--- | :--- | :--- | :--- | | April | 0 | N/A | $0 | | May | 438,443 | $18.11 | ~$7.9M | | June | 623,190 | $22.21 | ~$13.8M | | **Total Q2** | **1,061,633** | **-** | **~$22.0M** |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANUS HENDERSON GROUP PLC 98-1376360 (I.R.S. Employer Identification No.) EC2M3AE (Zip Code) +44 (0) 20 7818 1818 (Registrant's telep ...

PART I [Business](index=3&type=section&id=Item%201.%20Business) JHG is a global asset manager with **$374.8 billion** in AUM as of December 31, 2019, operating across diverse capabilities and distribution channels within a highly competitive and regulated industry - JHG is a global asset manager with approximately **2,300 employees** and operations in North America, the UK, Europe, Latin America, Japan, Asia, and Australia[15](index=15&type=chunk) Assets Under Management (AUM) by Capability as of December 31, 2019 | Capability | Closing AUM (in billions) | | :--- | :--- | | Equities | $204.0 | | Fixed Income | $74.8 | | Quantitative Equities | $45.2 | | Multi-Asset | $39.8 | | Alternatives | $11.0 | | **Total** | **$374.8** | AUM by Distribution Channel as of December 31, 2019 | Channel | AUM (in billions) | % of Total AUM | | :--- | :--- | :--- | | Intermediary | $172.7 | 46% | | Institutional | $132.1 | 35% | | Self-Directed | $70.0 | 19% | - The company's strategy, termed "Simple Excellence," focuses on producing dependable investment outcomes, excelling in client experience, increasing operational efficiency, maintaining a proactive risk environment, and developing new growth initiatives[21](index=21&type=chunk)[26](index=26&type=chunk) - The investment management industry is highly regulated globally, with JHG's subsidiaries subject to oversight by numerous agencies including the SEC and FCA, leading to significant and growing compliance costs[41](index=41&type=chunk)[44](index=44&type=chunk)[53](index=53&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces a wide range of risks that could materially affect its financial condition and results, including market fluctuations, intense competition, dependency on key personnel, operational vulnerabilities, and extensive regulatory and tax complexities - **Market & Investment Risks:** Revenues are primarily dependent on AUM, which is subject to market fluctuations, investment performance, and client redemptions, with approximately **17% of AUM** subject to performance fees as of year-end 2019[76](index=76&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - **Business & Strategic Risks:** The company operates in a highly competitive environment with downward pressure on fees, is highly dependent on retaining key personnel, and relies significantly on third-party channels for product distribution[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - **Operational & Technology Risks:** The company is vulnerable to cyberattacks and data breaches, its subsidiary Intech's investment process relies heavily on proprietary software and key employees, and failures in third-party vendor support systems could disrupt business[114](index=114&type=chunk)[119](index=119&type=chunk)[124](index=124&type=chunk) - **Legal & Regulatory Risks:** The business is highly regulated, and changes in laws (e.g., Dodd-Frank Act, MiFID II) could increase costs and impact operations, while Brexit could adversely impact the business through increased costs, new impediments, and market volatility[132](index=132&type=chunk)[136](index=136&type=chunk)[152](index=152&type=chunk) - **Tax & Jurisdictional Risks:** Changes to tax laws could adversely affect the company, and there is a risk the IRS could assert JHG should be treated as a U.S. corporation for tax purposes under Section 7874, potentially leading to substantial additional U.S. tax liabilities[161](index=161&type=chunk)[163](index=163&type=chunk) [Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[172](index=172&type=chunk) [Properties](index=52&type=section&id=Item%202.%20Properties) The company leases 30 offices globally, with its corporate headquarters in London and significant operations in Denver, Colorado, all considered adequate for current needs - JHG's main offices are leased properties in London (corporate headquarters) and Denver, Colorado[174](index=174&type=chunk) [Legal Proceedings](index=52&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 19 of the Financial Statements and Supplementary Data in Part II, Item 8 of this report - Details on legal proceedings are located in Note 19 of the financial statements[175](index=175&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[176](index=176&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=53&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) JHG's common stock trades on the NYSE and its CDIs trade on the ASX, with the company completing a **$200 million** share buyback in 2019 and approving a new **$200 million** program in February 2020 - The company's common stock is listed on the New York Stock Exchange (NYSE) and its CDIs are traded on the Australian Securities Exchange (ASX)[179](index=179&type=chunk) - In March 2019, JHG initiated a **$200 million** on-market buyback program, which was completed during the year with the repurchase of **9,437,071 shares** for **$199.9 million**[181](index=181&type=chunk) - A new on-market share buyback program of up to **$200 million** was approved by the Board on February 3, 2020[182](index=182&type=chunk) [Selected Financial Data](index=56&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents five years of selected financial data, with 2017-2019 reflecting post-merger results and 2015-2016 being pre-merger and not comparable Selected Financial Data (2017-2019) | (dollars in millions, except per share data) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total revenues | $2,192.4 | $2,306.4 | $1,818.3 | | Operating income | $540.9 | $649.8 | $442.3 | | Net income attributable to JHG | $427.6 | $523.8 | $655.5 | | Diluted EPS | $2.21 | $2.61 | $3.93 | | Ending AUM (in billions) | $374.8 | $328.5 | $370.8 | - Data for 2017 includes the impact of the merger with JCG from May 30, 2017, while data for 2016 and 2015 are pre-merger and not comparable to subsequent years[187](index=187&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20of%20Janus%20Henderson%20Group%20plc) In 2019, JHG's AUM increased **14%** to **$374.8 billion** despite net outflows, driven by positive markets and strong investment performance, though total revenue and operating income decreased due to lower average AUM and fee margins 2019 Financial Highlights vs. 2018 | Metric | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $2,192.4M | $2,306.4M | (5)% | | Operating Income | $540.9M | $649.8M | (17)% | | Operating Margin | 24.7% | 28.2% | (3.5) p.p. | | Net Income (attributable to JHG) | $427.6M | $523.8M | (18)% | | Diluted EPS | $2.21 | $2.61 | (15)% | | Adjusted Diluted EPS | $2.47 | $2.74 | (10)% | AUM Roll-Forward for Year Ended Dec 31, 2019 (in billions) | | Amount | | :--- | :--- | | **Closing AUM Dec 31, 2018** | **$328.5** | | Net Sales (Redemptions) | ($27.4) | | Market Performance | $71.7 | | Foreign Exchange (FX) | $2.0 | | **Closing AUM Dec 31, 2019** | **$374.8** | - Investment performance strengthened in 2019, with **76%** and **77%** of AUM outperforming benchmarks on a three- and five-year basis, respectively[199](index=199&type=chunk) - Management fees decreased by **8%** in 2019 due to a decline in average AUM and lower management fee margins, while performance fees increased to **$17.6 million** from **$7.1 million** in 2018, primarily due to improved mutual fund performance[221](index=221&type=chunk)[225](index=225&type=chunk) - The company maintains a strong capital position, with cash and cash equivalents of **$732.4 million** and a **$200 million** undrawn revolving credit facility as of year-end 2019[271](index=271&type=chunk)[288](index=288&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=95&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market price risk from AUM fluctuations and investment securities totaling **$1.18 billion** at year-end 2019, with derivative instruments used to mitigate volatility and foreign currency risk impacting net income and other comprehensive income - The company's primary market risk is the fluctuation of its AUM due to financial market movements, which directly impacts management fee revenue[333](index=333&type=chunk) Hypothetical 10% Market Price Change on Investment Securities (Dec 31, 2019) | (in millions) | Fair Value | Fair Value (+10%) | Fair Value (-10%) | | :--- | :--- | :--- | :--- | | Seeded investment products | $1,047.0 | $1,151.7 | $942.3 | | Investments for deferred comp | $125.9 | $138.5 | $113.3 | | **Total** | **$1,178.3** | **$1,296.1** | **$1,060.5** | - Derivative instruments, including futures, swaps, and foreign currency forwards, are used to mitigate market volatility of certain seeded investments[336](index=336&type=chunk) - The company is exposed to foreign currency risk, where a hypothetical **10%** weakening of the British pound against the USD would positively impact net income by **$4.3 million** and other comprehensive income by **$271.5 million**[339](index=339&type=chunk) [Financial Statements and Supplementary Data](index=98&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended December 31, 2019, providing a comprehensive view of its financial position, performance, and cash flows in accordance with U.S. GAAP Consolidated Balance Sheet Highlights (as of Dec 31, 2019) | (in millions) | Amount | | :--- | :--- | | Total Assets | $7,621.7 | | Goodwill & Intangible Assets | $4,592.9 | | Total Liabilities | $2,037.6 | | Long-Term Debt | $316.2 | | Total Equity | $4,906.2 | Consolidated Statement of Comprehensive Income Highlights (Year ended Dec 31, 2019) | (in millions) | Amount | | :--- | :--- | | Total Revenue | $2,192.4 | | Total Operating Expenses | $1,651.5 | | Operating Income | $540.9 | | Net Income | $445.7 | | Net Income Attributable to JHG | $427.6 | - The independent auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting, identifying the impairment assessment of indefinite-lived intangible assets as a critical audit matter[344](index=344&type=chunk)[351](index=351&type=chunk) - Note 7 details Goodwill and Intangible Assets, which totaled **$4.59 billion**, with an impairment of **$18.0 million** recorded in 2019 related to certain indefinite-lived investment management agreements[501](index=501&type=chunk)[506](index=506&type=chunk) - Note 19 describes legal proceedings, including several class-action lawsuits related to VelocityShares ETNs, which the company believes are without merit[648](index=648&type=chunk)[655](index=655&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=191&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[664](index=664&type=chunk) [Controls and Procedures](index=191&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2019, with no material changes in internal control over financial reporting during the fourth quarter - Based on an evaluation as of December 31, 2019, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[665](index=665&type=chunk) - No changes in internal control over financial reporting occurred during the fourth quarter that have materially affected, or are reasonably likely to materially affect, internal controls[667](index=667&type=chunk) [Other Information](index=193&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[668](index=668&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=116&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides detailed biographies for the company's ten directors and five executive officers, highlighting their experience and qualifications, with the board largely compliant with NYSE requirements and all directors, except the CEO, determined to be independent - The Board of Directors consists of **10 members**, led by Chairman Richard Gillingwater, and the executive team is led by CEO Richard Weil[671](index=671&type=chunk)[705](index=705&type=chunk) - The company has an Officer Code of Ethics for its CEO and Senior Financial Officers, which is available on its website[713](index=713&type=chunk) - Corporate governance practices are substantially compliant with NYSE requirements, with a noted exception for shareholder approval of equity compensation plans, which follows ASX rules[718](index=718&type=chunk) - The Audit Committee is composed of **four independent directors**, and the Board has determined that Jeffrey Diermeier and Kalpana Desai qualify as "audit committee financial experts"[720](index=720&type=chunk)[721](index=721&type=chunk) [Executive Compensation](index=124&type=section&id=Item%2011.%20Executive%20Compensation) The company's executive compensation program is performance-based, aligning pay with strategic priorities and shareholder interests, with **91%** of the CEO's 2019 total compensation being variable and determined by a scorecard approach - The compensation philosophy emphasizes pay-for-performance, with variable compensation making up the vast majority of executive pay (**91%** for the CEO in 2019)[724](index=724&type=chunk)[729](index=729&type=chunk) - CEO performance is evaluated using a scorecard with three categories: Investment Excellence (**30%** weight), Financial Results (**40%** weight), and Strategic Results (**30%** weight)[738](index=738&type=chunk) 2019 CEO Compensation Summary | Component | Amount ($) | | :--- | :--- | | Base Salary | 725,000 | | Variable Comp (Cash) | 3,712,500 | | Variable Comp (Deferred) | 3,712,500 | | **Total Variable Comp** | **7,425,000** | - **50%** of the CEO's variable compensation is deferred, split equally between time-vested fund units and performance-vested PSUs, with PSUs cliff vesting after three years based on relative TSR against a peer group, with potential payout from **0% to 200%**[731](index=731&type=chunk)[732](index=732&type=chunk) - The CEO's 2019 variable compensation was set at **$7.425 million**, a **6%** decrease from 2018, reflecting strong investment performance but weaker financial results, resulting in an overall performance multiplier of **0.99** against the target[747](index=747&type=chunk)[756](index=756&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=136&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of JHG's common stock as of February 21, 2020, reporting four entities owning more than **5%** of the company's stock, with all directors and executive officers as a group beneficially owning **1.04%** of outstanding shares Principal Shareholders (as of Feb 21, 2020) | Name | Shares Beneficially Owned | Percentage | | :--- | :--- | :--- | | Dai-ichi Life Holdings, Inc. | 30,668,922 | 16.40% | | BlackRock, Inc. | 18,685,728 | 9.99% | | Silchester International Investors LLP | 17,761,063 | 9.50% | | The Vanguard Group Inc. | 15,175,829 | 8.12% | | All directors and executive officers as a Group | 1,941,635 | 1.04% | - Information is provided on various equity compensation plans, including the Deferred Equity Plan (DEP), Long-Term Incentive Plan (LTIP), and Restricted Share Plan (RSP), outlining their purpose and mechanics[790](index=790&type=chunk)[791](index=791&type=chunk)[792](index=792&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=140&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has a formal policy for pre-approving related party transactions, with its most significant relationship being with Dai-ichi Life Holdings, Inc., a major shareholder, governed by a strategic cooperation agreement, and all directors except the CEO are deemed independent - The company maintains a strategic cooperation agreement with its largest shareholder, Dai-ichi Life Holdings, Inc[801](index=801&type=chunk) - Key terms of the Dai-ichi agreement include an ownership limit of **20%**, the right for Dai-ichi to designate one representative to the JHG Board, an agreement for Dai-ichi to maintain at least **$2.5 billion** in JHG investment products, and standstill and transfer restrictions on Dai-ichi's shareholding[802](index=802&type=chunk)[803](index=803&type=chunk)[804](index=804&type=chunk)[805](index=805&type=chunk) - As of December 31, 2019, Dai-ichi beneficially owned approximately **16.4%** of JHG's issued and outstanding shares[815](index=815&type=chunk) - The Board of Directors has determined that all directors are independent from management, except for CEO Richard Weil[818](index=818&type=chunk) [Principal Accountant Fees and Services](index=143&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the fees paid to PricewaterhouseCoopers for fiscal years 2019 and 2018, totaling **$4.55 million** and **$4.48 million** respectively, with all services pre-approved by the Audit Committee Accountant Fees (2019 vs. 2018) | Fee Category | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Audit fees | 3,023,000 | 3,028,000 | | Audit-related fees | 916,957 | 922,100 | | Tax fees | 13,867 | 13,500 | | All other fees | 595,155 | 514,371 | | **Total** | **4,548,979** | **4,477,971** | - The Audit Committee has a policy for pre-approving all audit and non-audit services provided by the independent auditor to ensure compatibility with maintaining auditor independence[821](index=821&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=144&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K report, including financial statements, the auditor's report, and a detailed list of exhibits such as governance documents, material contracts, and certifications - The financial statements and the auditor's report are referenced as appearing in Part II, Item 8[826](index=826&type=chunk) - A comprehensive list of exhibits filed with or incorporated by reference into the report is provided, including material contracts such as the credit facility agreement and the strategic cooperation agreement with Dai-ichi[828](index=828&type=chunk)[830](index=830&type=chunk) [Form 10-K Summary](index=150&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company did not provide a summary for this item - None[841](index=841&type=chunk)

PART I [Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements show total assets increased to $6.97 billion, net income of $112.1 million, and decreased operating cash flow for the nine months ended September 30, 2019 [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly increased to $6.97 billion, while liabilities rose to $2.01 billion, leading to a decrease in total equity Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$6,965.9** | **$6,911.9** | | Cash and cash equivalents | $736.3 | $880.4 | | Total investment securities | $584.2 | $574.5 | | Goodwill & Intangibles, net | $4,518.4 | $4,601.3 | | **Total Liabilities** | **$2,005.1** | **$1,915.0** | | Long-term debt | $316.9 | $319.1 | | **Total Equity** | **$4,744.6** | **$4,860.8** | [Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q3 2019 total revenue decreased to $536.0 million, with net income attributable to JHG at $112.1 million, or $0.58 diluted EPS Q3 and Nine-Month Financial Performance (in millions, except per share data) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$536.0** | **$581.2** | **$1,591.2** | **$1,761.3** | | Management Fees | $446.2 | $498.7 | $1,334.5 | $1,495.1 | | **Operating Income** | **$143.6** | **$148.3** | **$386.6** | **$499.8** | | **Net Income Attributable to JHG** | **$112.1** | **$111.2** | **$315.6** | **$417.0** | | **Diluted EPS** | **$0.58** | **$0.55** | **$1.62** | **$2.07** | [Condensed Consolidated Statements of Cash Flows](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly decreased to $256.2 million for the nine months, with financing activities using $383.0 million Cash Flow Summary (Nine months ended Sep 30, in millions) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net Operating Activities | $256.2 | $427.5 | | Net Investing Activities | $(24.6) | $87.9 | | Net Financing Activities | $(383.0) | $(489.0) | | **Net Change in Cash** | **$(142.9)** | **$1.9** | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, VIEs, fair value, goodwill, debt, taxes, and legal matters, including new lease standard adoption and pension buy-in - The Group adopted the new lease accounting standard on January 1, 2019, recognizing **$129.8 million** in right-of-use (ROU) assets and **$146.4 million** in corresponding lease liabilities[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - An impairment charge of **$18.0 million** was recognized in Q2 2019 related to certain mutual fund investment management agreements due to lower than expected growth[68](index=68&type=chunk) - The company is involved in several class-action lawsuits related to VelocityShares ETNs. One consolidated case was dismissed but is now under appeal, while claims in other related cases are ongoing. The Group believes the claims are without merit[105](index=105&type=chunk)[106](index=106&type=chunk)[111](index=111&type=chunk) - On September 5, 2019, the Group's UK Pension Scheme entered into a buy-in agreement with Scottish Widows Limited, transferring the risk for pension obligations of 501 plan participants by paying a premium of approximately **£328 million ($404 million)**[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations of Janus Henderson Group plc](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20of%20Janus%20Henderson%20Group%20plc) Management discusses strong investment performance, AUM growth to $356.1 billion, Q3 revenue decline, and liquidity, including share buybacks [Third Quarter 2019 Summary](index=34&type=section&id=THIRD%20QUARTER%202019%20SUMMARY) Q3 2019 saw strong investment performance, AUM growth to $356.1 billion, and $81.3 million in share repurchases Assets Under Management (AUM) Movement - 9 Months Ended Sep 30, 2019 (in billions) | Capability | Opening AUM (Dec 31, 2018) | Net Sales (Redemptions) | Markets | FX | Closing AUM (Sep 30, 2019) | | :--- | :--- | :--- | :--- | :--- | :--- | | Equities | $167.6 | $(10.9) | $33.4 | $(1.9) | $188.2 | | Fixed Income | $72.4 | $(1.1) | $5.5 | $(1.8) | $75.0 | | Quantitative Equities | $44.3 | $(7.5) | $8.9 | $(0.1) | $45.6 | | Multi-Asset | $30.2 | $1.7 | $4.6 | $(0.2) | $36.3 | | Alternatives | $14.0 | $(2.9) | $0.3 | $(0.4) | $11.0 | | **Total** | **$328.5** | **$(20.7)** | **$52.7** | **$(4.4)** | **$356.1** | Investment Performance (% of AUM outperforming benchmark) | Period | 1 Year | 3 Years | 5 Years | | :--- | :--- | :--- | :--- | | Total Group | 70% | 74% | 78% | - During Q3 2019, the Group acquired **4,160,659 shares** of its common stock for **$81.3 million**[133](index=133&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Q3 2019 revenue decreased 11% to $536.0 million, primarily due to lower management fees, while operating expenses also declined Revenue Breakdown (in millions) | Revenue Type | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Management fees | $446.2 | $498.7 | $1,334.5 | $1,495.1 | | Performance fees | $1.4 | $(6.0) | $(0.7) | $3.6 | | Shareowner servicing fees | $39.3 | $40.2 | $113.5 | $117.3 | | Other revenue | $49.1 | $48.3 | $143.9 | $145.3 | | **Total revenue** | **$536.0** | **$581.2** | **$1,591.2** | **$1,761.3** | Operating Expenses Breakdown (in millions) | Expense Type | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Employee compensation & benefits | $147.9 | $159.5 | $439.4 | $457.2 | | Long-term incentive plans | $42.2 | $61.1 | $139.8 | $156.3 | | Distribution expenses | $102.8 | $112.3 | $306.2 | $344.3 | | General, administrative & occupancy | $67.6 | $59.9 | $200.5 | $191.3 | | **Total operating expenses** | **$392.4** | **$432.9** | **$1,204.6** | **$1,261.5** | [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP measures show Q3 2019 adjusted operating income at $160.2 million and adjusted diluted EPS at $0.64 GAAP to Non-GAAP Reconciliation (Q3 2019 vs Q3 2018, in millions) | Metric | Q3 2019 (GAAP) | Q3 2019 (Adjusted) | Q3 2018 (GAAP) | Q3 2018 (Adjusted) | | :--- | :--- | :--- | :--- | :--- | | Operating Income | $143.6 | $160.2 | $148.3 | $180.5 | | Operating Margin | 26.8% | 37.0% | 25.5% | 38.5% | | Net Income Attributable to JHG | $112.1 | $124.7 | $111.2 | $138.6 | | Diluted EPS | $0.58 | $0.64 | $0.55 | $0.69 | [Liquidity and Capital Resources](index=45&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The Group maintains strong liquidity with $736.2 million cash and $200 million credit facility, while meeting regulatory capital requirements - As of September 30, 2019, the Group had **$736.2 million** in cash and cash equivalents and an undrawn **$200 million** unsecured revolving credit facility[191](index=191&type=chunk)[208](index=208&type=chunk) - The Board approved a new **$200 million** share buyback program in February 2019. During Q3 2019, the Group repurchased **4,160,659 shares** for **$81.3 million** under this program[195](index=195&type=chunk) - The Group's main regulatory capital requirement relates to its FCA-supervised entities, which had capital of **£146.7 million ($180.8 million)** above the regulatory requirement as of September 30, 2019[194](index=194&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk exposures have occurred since the 2018 Annual Report on Form 10-K - There have been no material changes in the Group's exposures to market risks from those reported in the 2018 Form 10-K[216](index=216&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2019[217](index=217&type=chunk) - There were no changes in internal control over financial reporting during Q3 2019 that materially affected, or are reasonably likely to materially affect, the company's internal controls[218](index=218&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) Details on legal proceedings are referenced in Note 15 of the financial statements - This section refers to Note 15 — Commitments and Contingencies in Part I, Item 1 for details on legal proceedings[219](index=219&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) No material changes in risk factors have occurred since the 2018 Annual Report on Form 10-K - No material changes in risk factors have occurred since the filing of the 2018 Form 10-K[220](index=220&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details Q3 2019 share repurchases, including $81.3 million under a new $200 million buyback program Monthly Share Purchases (Q3 2019) | Period | Total Shares Purchased | Average Price Paid per Share | Value of Shares Purchased (in millions) | | :--- | :--- | :--- | :--- | | July 2019 | 28,540 | $21.09 | ~$0.6 | | August 2019 | 2,718,106 | $18.70 | ~$50.8 | | September 2019 | 1,448,509 | $21.07 | ~$30.5 | - The Group intends to spend up to **$200 million** on its share buyback program, which commenced on March 5, 2019, and is expected to be completed within 12 months[221](index=221&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications (**31.1, 31.2, 32.1, 32.2**) and XBRL data files (**101 series**)[227](index=227&type=chunk)[230](index=230&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR 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 princi ...

[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the first quarter of 2019 [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Balance Sheet Items (USD in Millions) | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$7,023.1** | **$6,911.9** | | Cash and cash equivalents | $717.1 | $880.4 | | Intangible assets, net | $3,125.4 | $3,123.3 | | Goodwill | $1,493.6 | $1,478.0 | | **Total Liabilities** | **$2,011.0** | **$1,915.0** | | Long-term debt | $318.4 | $319.1 | | **Total Equity** | **$4,875.1** | **$4,860.8** | [Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) | Income Statement (USD in Millions, Except per Share) | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :--- | :--- | :--- | | **Total Revenue** | **$519.3** | **$587.7** | | Management fees | $441.9 | $502.9 | | **Total Operating Expenses** | **$394.8** | **$411.5** | | **Operating Income** | **$124.5** | **$176.2** | | **Net Income Attributable to JHG** | **$94.1** | **$165.2** | | **Diluted Earnings Per Share** | **$0.48** | **$0.82** | [Condensed Consolidated Statements of Cash Flows](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activities (USD in Millions) | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :--- | :--- | :--- | | Net cash from Operating activities | $(34.7) | $61.7 | | Net cash from Investing activities | $51.3 | $11.6 | | Net cash from Financing activities | $(198.3) | $(208.2) | | **Net change in cash and cash equivalents** | **$(176.7)** | **$(128.8)** | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) - The Group adopted a new lease accounting standard on January 1, 2019, recognizing **$129.8 million in right-of-use (ROU) assets** and **$146.4 million in corresponding lease liabilities**[22](index=22&type=chunk)[24](index=24&type=chunk) - Total investment securities were **$568.1 million** as of March 31, 2019, a slight decrease from $574.5 million at year-end 2018[36](index=36&type=chunk) - As of March 31, 2019, the Group had **$318.4 million in carrying value of 4.875% Senior Notes** due 2025 and an undrawn **$200 million revolving credit facility**[84](index=84&type=chunk)[86](index=86&type=chunk) - The effective tax rate for Q1 2019 was **23.0%**, up from 22.5% in Q1 2018, primarily due to an increase in non-deductible compensation-related expenses[87](index=87&type=chunk) - The Board of Directors declared a cash dividend of **$0.36 per share** on May 2, 2019, following a dividend of the same amount paid in February 2019[102](index=102&type=chunk) - The Group is involved in several class-action lawsuits related to VelocityShares exchange-traded notes (ETNs), which it believes are **without merit** and is strongly defending[107](index=107&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS%20OF%20JANUS%20HENDERSON%20GROUP%20PLC) This discussion analyzes Q1 2019 financial results, AUM trends, revenues, expenses, and capital resources [First Quarter 2019 Summary](index=30&type=section&id=First%20Quarter%202019%20Summary) - Assets Under Management (AUM) increased by **8.8%** from year-end 2018 to **$357.3 billion**, driven by positive market performance and favorable currency translation, which was partially offset by net outflows[133](index=133&type=chunk) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Diluted EPS (GAAP) | $0.48 | $0.82 | | Adjusted Diluted EPS (Non-GAAP) | $0.56 | $0.71 | | Revenue | $519.3M | $587.7M | | Operating Income | $124.5M | $176.2M | | Net Income attributable to JHG | $94.1M | $165.2M | - The company declared a **$0.36 per share dividend** and repurchased **1.26 million shares for $30.9 million** during the quarter[133](index=133&type=chunk) [Assets Under Management](index=31&type=section&id=Assets%20Under%20Management) | AUM Roll-Forward (USD in Billions) | Q1 2019 | | :--- | :--- | | Beginning AUM (Dec 31, 2018) | $328.5 | | Net Sales (Redemptions) | $(7.4) | | Market Performance | $34.9 | | Foreign Exchange (FX) | $1.3 | | **Ending AUM (Mar 31, 2019)** | **$357.3** | - Long-term investment performance remains strong, with **69% of AUM outperforming benchmarks** over a three-year basis and **74%** over a five-year basis as of March 31, 2019[133](index=133&type=chunk)[139](index=139&type=chunk) | AUM by Client Type (Mar 31, 2019) | Amount (USD in Billions) | | :--- | :--- | | Intermediary | $155.2 | | Institutional | $138.7 | | Self-directed | $63.4 | | **Total** | **$357.3** | | AUM by Client Location (Mar 31, 2019) | Amount (USD in Billions) | | :--- | :--- | | North America | $192.2 | | EMEA & LatAm | $108.6 | | Asia-Pacific | $56.5 | | **Total** | **$357.3** | [Results of Operations](index=33&type=section&id=Results%20of%20Operations) - Total revenue decreased by **12% to $519.3 million** in Q1 2019 from $587.7 million in Q1 2018, primarily driven by a **$61.0 million (12%) decrease in management fees** due to lower average AUM[134](index=134&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - Performance fees were negative at **$(5.6) million** in Q1 2019, a decline from $(3.9) million in Q1 2018, mainly due to underperformance in mutual funds relative to their benchmarks[158](index=158&type=chunk) - Total operating expenses decreased by **4% to $394.8 million** in Q1 2019 from $411.5 million in Q1 2018, mainly due to a **$15.4 million reduction in distribution expenses**[135](index=135&type=chunk)[161](index=161&type=chunk)[164](index=164&type=chunk) - Long-term incentive plan expenses increased by **$8.4 million** year-over-year, primarily due to new awards and fair value adjustments[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=37&type=section&id=Non-GAAP%20Financial%20Measures) | GAAP vs. Adjusted (Non-GAAP) Metrics (USD in Millions) | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | **Operating Income (GAAP)** | **$124.5** | **$176.2** | | Adjustments | $18.9 | $12.6 | | **Adjusted Operating Income** | **$143.4** | **$188.8** | | **Operating Margin (GAAP)** | **24.0%** | **30.0%** | | **Adjusted Operating Margin** | **34.4%** | **40.1%** | | **Net Income Attributable to JHG (GAAP)** | **$94.1** | **$165.2** | | Adjustments | $15.9 | $(21.6) | | **Adjusted Net Income Attributable to JHG** | **$110.0** | **$143.6** | - Adjustments to GAAP figures primarily include removing merger integration costs, amortization of intangible assets, and fair value adjustments on certain liabilities to better reflect ongoing operations[179](index=179&type=chunk)[180](index=180&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) | Key Liquidity Data (USD in Millions) | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents held by the Group | $716.9 | $879.0 | | Investment securities held by the Group | $261.5 | $277.9 | | Debt | $318.4 | $319.1 | - The Group commenced a new on-market share buyback program of up to **$200 million**, purchasing **1.26 million shares for $30.9 million** in Q1 2019[189](index=189&type=chunk) - The Group maintains a **$200 million unsecured revolving credit facility**, which was undrawn as of March 31, 2019[201](index=201&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section confirms no material changes in market risk exposures from the prior annual report - There were **no material changes** in market risk exposures since the last annual report[208](index=208&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures as of March 31, 2019 - Management concluded that the Group's disclosure controls and procedures were **effective** as of March 31, 2019[209](index=209&type=chunk)[210](index=210&type=chunk) - **No material changes** to internal control over financial reporting were identified during the first quarter of 2019[211](index=211&type=chunk) [PART II — OTHER INFORMATION](index=45&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing class-action lawsuits and a favorable judgment in an ex-employee case - The company is defending against several class action lawsuits concerning VelocityShares ETNs, alleging misleading statements, and believes the claims are **without merit**[107](index=107&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - On February 15, 2019, a UK court ruled in favor of a JHG subsidiary in an appeal, resulting in an award of approximately **$5.3 million** plus costs to the Group[105](index=105&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section states no material changes to risk factors from the 2018 Annual Report - There were **no material changes** in risk factors from those reported in the 2018 Annual Report on Form 10-K[213](index=213&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details common stock repurchase activities, including a new $200 million buyback program - A new on-market share buyback program of up to **$200 million** was approved on February 4, 2019, and commenced on March 5, 2019[214](index=214&type=chunk) | Share Repurchases (Q1 2019) | Total Shares Purchased | Average Price Paid | Shares for Buyback Program | Value of Buyback Program (in millions) | | :--- | :--- | :--- | :--- | :--- | | **January** | 30,777 | $22.39 | — | — | | **February** | 1,531,114 | $23.40 | — | $200 | | **March** | 1,269,514 | $24.53 | 1,258,443 | $169 | | **Total** | **2,831,405** | **$23.89** | **1,258,443** | | - In addition to the buyback program, JHG purchased **1,572,962 shares for $37.1 million** to satisfy employee remuneration arrangements[215](index=215&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and plans - Key exhibits filed include **CEO and CFO certifications** (Exhibits 31.1, 31.2, 32.1, 32.2) and the Third Amended and Restated Employee Stock Purchase Plan (Exhibit 10.19.9)[222](index=222&type=chunk)[224](index=224&type=chunk)

PART I [Business Overview](index=4&type=section&id=Item%201.%20Business) JHG is a global asset manager with **$328.5 billion AUM** (2018), specializing in active investment across major asset classes for institutional and retail clients - JHG is an independent global asset manager specializing in active investment across all major asset classes, formed by the merger of Henderson Group plc and Janus Capital Group Inc. on **May 30, 2017**[10](index=10&type=chunk) Metric | Metric | Value | | :----------------------- | :-------------------- | | Employees Worldwide | Approximately 2,300 | | Assets Under Management (AUM) (as of Dec 31, 2018) | $328.5 billion | | Primary Revenue Drivers | Management and Performance Fees | - JHG manages a broad range of actively managed investment products across **five capabilities**: Equities, Quantitative Equities, Fixed Income, Multi-Asset, and Alternatives[12](index=12&type=chunk) AUM by Channel (as of Dec 31, 2018) | Channel | AUM (in billions) | % of Total AUM | | :---------------- | :---------------- | :------------- | | Intermediary | $143.1 | 44% | | Institutional | $129.0 | 39% | | Self-Directed | $56.4 | 17% | - The investment management industry is highly competitive and subject to extensive global regulations, increasing compliance costs and supervisory agency powers[30](index=30&type=chunk)[32](index=32&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) JHG faces significant market, operational, regulatory, and tax risks, including AUM dependence, intense competition, and global economic instability - JHG's results are highly dependent on AUM value, composition, and investment performance; declines due to redemptions, poor performance, or market/currency movements would negatively impact revenue[62](index=62&type=chunk)[63](index=63&type=chunk) - The investment management industry is highly competitive, with downward pressure on fees from passive strategies and regulation, necessitating strong investment performance and product innovation[30](index=30&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - Significant operational and technology risks include cyberattacks, data breaches, reliance on proprietary software (Intech), and third-party vendor dependencies, posing substantial loss and reputational harm[88](index=88&type=chunk)[89](index=89&type=chunk)[95](index=95&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - JHG is subject to extensive and evolving global regulations (e.g., SEC, MiFID II), potentially increasing compliance costs, capital requirements, and enforcement actions, alongside impacts from Brexit and benchmark index changes[32](index=32&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk)[117](index=117&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) - Tax risks include changes in tax laws, potential disagreements with authorities, and the possibility of IRS treating JHG as a U.S. corporation under Section 7874[134](index=134&type=chunk)[136](index=136&type=chunk) [Unresolved Staff Comments](index=42&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) No unresolved staff comments from the SEC regarding the company's filings - No unresolved staff comments[145](index=145&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) JHG operates 29 global offices, including headquarters in London and major operations in Denver, with all spaces leased and deemed adequate - JHG operates **29 offices** across the UK, Europe, North America, Asia, and Australia[146](index=146&type=chunk) Office Locations | Location | Square Footage | Lease Expiration | | :----------------- | :------------- | :--------------- | | London (HQ) | 107,000 sq ft | 2028 | | Denver, Colorado | 160,000 sq ft | 2025 (primary) | | Other 26 offices | 129,000 sq ft | Leased | [Legal Proceedings](index=42&type=section&id=Item%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 18 in Part II, Item 8, Financial Statements and Supplementary Data - Legal proceedings information is incorporated by reference from **Note 18** of the Financial Statements and Supplementary Data[147](index=147&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Janus Henderson Group plc - Not applicable[148](index=148&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=43&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) JHG's common stock trades on NYSE (JHG), with **47,481 holders** (2018), completing a **$100 million buyback** in 2018 and approving a **$200 million program** for 2019 - JHG's common stock is traded on the New York Stock Exchange (NYSE) under the symbol **JHG**[150](index=150&type=chunk) Stock and Buyback Metrics | Metric | Value | | :-------------------------------- | :-------------------- | | Holders of Record (Dec 31, 2018) | Approximately 47,481 | | 2018 Share Buyback Program | $100 million | | Shares Repurchased in 2018 | 3,993,374 | | 2019 Approved Share Buyback Program | Up to $200 million | - JHG's policy is to purchase shares on-market for annual share grants associated with variable compensation, rather than issuing new shares to employees[154](index=154&type=chunk) [Selected Financial Data](index=44&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected financial data for five years ending 2018, with pre-merger data (2014-2016) not comparable to post-merger (2017-2018) - Financial data for **2016, 2015, and 2014** are pre-merger and not comparable with **2017 or 2018**, with **2017** including the impact of the Merger from **May 30, 2017**[157](index=157&type=chunk)[158](index=158&type=chunk) Selected Financial Data (2018 vs. 2017, in millions, except per share) | Metric | 2018 | 2017 | Change ($) | Change (%) | | :------------------------------------- | :---------- | :---------- | :---------- | :--------- | | Total Revenues | $2,306.4 | $1,818.3 | $488.1 | 26.8% | | Operating Expenses | $1,656.6 | $1,376.0 | $280.6 | 20.4% | | Operating Income | $649.8 | $442.3 | $207.5 | 46.9% | | Operating Margin | 28.2% | 24.3% | 3.9 pp | - | | Net Income Attributable to JHG | $523.8 | $655.5 | $(131.7) | (20.1%) | | Diluted EPS | $2.61 | $3.93 | $(1.32) | (33.6%) | | Cash Flows from Operating Activities | $670.8 | $444.1 | $226.7 | 51.0% | | Ending AUM (in billions) | $328.5 | $370.8 | $(42.3) | (11.4%) | | Average AUM (in billions) | $367.7 | $262.1 | $105.6 | 40.3% | - The **2017** income tax provision included a one-time tax benefit of **$340.7 million** related to new U.S. tax legislation, significantly impacting net income for that year[161](index=161&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations of Janus Henderson Group plc](index=47&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20of%20Janus%20Henderson%20Group%20plc) Detailed analysis of JHG's financial performance, highlighting **2018 revenue growth (27%)**, operating income increase (**47%**), net income decrease (**20%**), and AUM decline (**11%**) - JHG operates as a **single segment** investment management business, with strategic and financial management decisions determined centrally by the CEO[164](index=164&type=chunk) 2018 Financial Performance Highlights | Metric | 2018 Value | Change from 2017 | | :-------------------------------- | :----------- | :--------------- | | Total Revenues | $2,306.4M | +27% | | Operating Income | $649.8M | +47% | | Operating Margin | 28.2% | +3.9 pp | | Net Income Attributable to JHG | $523.8M | (20%) | | Diluted EPS | $2.61 | - | | AUM (Dec 31, 2018) | $328.5B | (11%) | | AUM Outperforming Benchmarks (1-yr) | 55% | - | | AUM Outperforming Benchmarks (3-yr) | 61% | - | | AUM Outperforming Benchmarks (5-yr) | 72% | - | - The decrease in net income attributable to JHG in **2018** was mainly due to an increase in income taxes from a higher effective tax rate, contrasting with a one-time tax benefit recorded in **2017** due to U.S. tax law changes[174](index=174&type=chunk) AUM Movements (2018, in billions) | Factor | Impact | | :-------------------------------- | :------------------- | | Net Redemptions | $(18.1) | | Adverse Market Movements | $(15.7) | | Unfavorable Foreign Exchange | $(8.5) | | Total Decrease in AUM | $(42.3) | Revenue Breakdown (2018 vs. 2017, in millions) | Revenue Type | 2018 | 2017 | Change ($) | Change (%) | | :------------------------- | :---------- | :---------- | :---------- | :--------- | | Management fees | $1,947.4 | $1,480.9 | $466.5 | 31.5% | | Performance fees | $7.1 | $103.9 | $(96.8) | (93.2%) | | Shareowner servicing fees | $154.2 | $87.3 | $66.9 | 76.6% | | Other revenue | $197.7 | $146.2 | $51.5 | 35.2% | | **Total Revenue** | **$2,306.4** | **$1,818.3** | **$488.1** | **26.8%** | Operating Expenses Breakdown (2018 vs. 2017, in millions) | Expense Type | 2018 | 2017 | Change ($) | Change (%) | | :---------------------------------- | :---------- | :---------- | :---------- | :--------- | | Employee compensation and benefits | $613.0 | $543.3 | $69.7 | 12.8% | | Long-term incentive plans | $188.6 | $150.8 | $37.8 | 25.1% | | Distribution expenses | $446.7 | $351.9 | $94.8 | 26.9% | | Investment administration | $46.9 | $43.8 | $3.1 | 7.1% | | Marketing | $37.9 | $31.2 | $6.7 | 21.5% | | General, administrative and occupancy | $253.7 | $202.2 | $51.5 | 25.5% | | Depreciation and amortization | $69.8 | $52.8 | $17.0 | 32.2% | | **Total Operating Expenses** | **$1,656.6** | **$1,376.0** | **$280.6** | **20.4%** | - JHG's effective tax rate was **24.5%** in **2018**, compared to **(47.1)%** in **2017**, with the **2017** rate benefiting from a re-measurement of deferred tax assets and liabilities due to U.S. tax legislation[224](index=224&type=chunk) Cash Flow Summary (in millions) | Activity | 2018 | 2017 | 2016 | | :-------------------------- | :---------- | :---------- | :---------- | | Operating Activities | $670.8 | $444.1 | $235.1 | | Investing Activities | $100.9 | $519.5 | $(108.3) | | Financing Activities | $(616.8) | $(504.7) | $(338.6) | | Net Change in Cash | $122.4 | $471.0 | $(260.5) | | Cash Balance at End of Year | $916.6 | $794.2 | $323.2 | - Key accounting policies and estimates include the valuation of investment securities, contingent consideration, goodwill and intangible assets, retirement benefit plans, and income taxes, all requiring significant management judgment[265](index=265&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) JHG faces market risks from AUM fluctuations, volatile performance fees, investment securities, and foreign currency, mitigated by derivative hedging programs - Management fee revenues are directly affected by fluctuations in the market value of Assets Under Management (AUM)[286](index=286&type=chunk) - Performance fees, recognized from **$7.1 million** in **2018**, are highly volatile and dependent on investment performance against benchmarks or absolute returns[288](index=288&type=chunk) Hypothetical 10% Market Price Change Impact on Investment Securities (Dec 31, 2018, in millions) | Investment Securities | Fair Value | Fair Value (10% Increase) | Fair Value (10% Decrease) | | :---------------------------------- | :--------- | :------------------------ | :------------------------ | | Seeded investment products | $447.5 | $492.3 | $402.8 | | Investments related to deferred compensation plans | $120.3 | $132.3 | $108.3 | | Other | $6.7 | $7.4 | $6.0 | | **Total Investment Securities** | **$574.5** | **$632.0** | **$517.1** | - JHG uses derivative instruments (futures, credit default swaps, index swaps, total return swaps, foreign currency forward contracts) in an economic hedge program to mitigate market volatility and foreign currency risk on seeded investments[290](index=290&type=chunk) Impact of 10% Currency Weakening on Unhedged Financial Assets/Liabilities (Dec 31, 2018, in millions) | Currency | Net Income Attributable to JHG | Other Comprehensive Income Attributable to JHG | | :------------------ | :------------------------------------------- | :----------------------------------------------------------- | | Great British pound | $(13.9) | $176.2 | | Australian dollar | $(4.2) | $27.9 | | Euro | $(0.6) | $0.8 | [Financial Statements and Supplementary Data](index=77&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) JHG's audited consolidated financial statements for 2018, 2017, and 2016, including balance sheets, income statements, cash flows, and equity changes, with auditor reports and detailed notes - The consolidated financial statements for **2018, 2017, and 2016** are presented in accordance with U.S. GAAP[319](index=319&type=chunk) - PricewaterhouseCoopers LLP issued an unqualified opinion on the consolidated financial statements and affirmed the effectiveness of internal control over financial reporting as of **December 31, 2018**[297](index=297&type=chunk) Consolidated Balance Sheet Highlights (in millions) | Metric (as of Dec 31) | 2018 | 2017 | | :---------------------- | :---------- | :---------- | | Total Assets | $6,911.9 | $7,272.7 | | Total Liabilities | $1,915.0 | $2,206.9 | | Total Equity | $4,860.8 | $4,875.5 | Consolidated Statements of Comprehensive Income Highlights (in millions) | Metric (Year ended Dec 31) | 2018 | 2017 | 2016 | | :------------------------- | :---------- | :---------- | :---------- | | Total Revenue | $2,306.4 | $1,818.3 | $1,018.2 | | Operating Income | $649.8 | $442.3 | $232.1 | | Net Income Attributable to JHG | $523.8 | $655.5 | $189.0 | Consolidated Statements of Cash Flows Highlights (in millions) | Activity (Year ended Dec 31) | 2018 | 2017 | 2016 | | :--------------------------- | :---------- | :---------- | :---------- | | Operating Activities | $670.8 | $444.1 | $235.1 | | Investing Activities | $100.9 | $519.5 | $(108.3) | | Financing Activities | $(616.8) | $(504.7) | $(338.6) | | Cash at End of Year | $916.6 | $794.2 | $323.2 | - The notes to the financial statements provide detailed information on critical accounting policies, including revenue recognition, fair value measurements, goodwill and intangible assets, and the impact of recent accounting pronouncements[322](index=322&type=chunk)[369](index=369&type=chunk)[354](index=354&type=chunk)[387](index=387&type=chunk)[407](index=407&type=chunk) [Note 1 — Description of the Business](index=86&type=section&id=Note%201%20%E2%80%94%20Description%20of%20the%20Business) JHG is an independent global asset manager specializing in active investment across major asset classes, incorporated in Jersey, tax resident in the UK, with shares on NYSE and CDIs on ASX - JHG is an independent global asset manager specializing in active investment across major asset classes, managing a broad range of investment products for institutional and retail investors[317](index=317&type=chunk) - JHG is incorporated in Jersey, Channel Islands, tax resident and domiciled in the UK, with ordinary shares traded on the NYSE and CDIs on the ASX[318](index=318&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=86&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines JHG's significant accounting policies, including U.S. GAAP compliance, single segment reporting, revenue recognition, goodwill and intangible asset treatment, and fair value measurement hierarchy - The consolidated financial statements are prepared in accordance with U.S. GAAP, with the post-Merger functional currency of JHG being **USD**[319](index=319&type=chunk)[320](index=320&type=chunk) - JHG operates as a **single segment** investment management business, with resources allocated and managed on an aggregated basis by the CEO[323](index=323&type=chunk) - Revenue recognition follows a **five-step process**, with management fees generally based on a percentage of AUM and performance fees recognized when specific criteria are achieved[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) - Goodwill and intangible assets are recognized at fair value during acquisitions; goodwill and indefinite-lived intangibles are not amortized but tested for impairment annually, while definite-lived intangibles are amortized over their estimated useful lives[387](index=387&type=chunk)[390](index=390&type=chunk)[391](index=391&type=chunk) - Fair value measurements are classified within a **three-level hierarchy** (Level 1: quoted prices in active markets, Level 2: significant other observable inputs, Level 3: significant unobservable inputs), with significant management judgment required for Level 3 valuations[357](index=357&type=chunk)[358](index=358&type=chunk)[361](index=361&type=chunk) [Note 3 — Recent Accounting Pronouncements](index=105&type=section&id=Note%203%20%E2%80%94%20Recent%20Accounting%20Pronouncements) This note details the adoption of new accounting standards, including ASC 606 (revenue recognition) and ASU 2016-01 (financial instruments) in 2018, and the anticipated impact of ASC 842 (leases) in 2019 - JHG adopted the new revenue recognition standard (**ASC 606**) effective **January 1, 2018**, using the retrospective method, increasing certain revenues and expenses but with no impact on net income[407](index=407&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk) - The financial instruments standard (**ASU 2016-01**) was adopted on **January 1, 2018**, reclassifying a **$2.5 million** unrealized gain and requiring all equity investments to be measured at fair value through earnings[411](index=411&type=chunk)[412](index=412&type=chunk) - The new lease accounting standard (**ASC 842**) will be adopted effective **January 1, 2019**, with an anticipated recording of approximately **$133 million** in right-of-use assets and **$150 million** in corresponding lease liabilities[418](index=418&type=chunk)[419](index=419&type=chunk)[420](index=420&type=chunk) [Note 4 — Acquisitions](index=110&type=section&id=Note%204%20%E2%80%94%20Acquisitions) This note details the **May 30, 2017**, merger of equals with JCG, involving a **$2,630.2 million** consideration and the allocation of purchase price to acquired assets and assumed liabilities - On **May 30, 2017**, JHG completed a merger of equals with JCG, with a fair value of consideration transferred to JCG common stockholders of **$2,630.2 million**[426](index=426&type=chunk)[427](index=427&type=chunk) Final Purchase Price Allocation (in millions) | Category | Amount | | :-------------------------- | :------- | | Assets Acquired | | | Cash and cash equivalents | $417.2 | | Investment securities | $270.4 | | Intangible assets | $2,785.0 | | Goodwill | $726.5 | | Liabilities Assumed | | | Long-term debt | $481.8 | | Deferred tax liabilities | $1,034.3 | Acquired Intangible Assets (in millions) | Asset Type | Fair Value | Useful Life (weighted average in years) | | :-------------------------- | :--------- | :------------------------------------ | | Mutual funds | $2,155.0 | Indefinite | | Separate accounts | $202.0 | 15 | | ETNs | $33.0 | 15 | | ETFs | $14.0 | Indefinite | | Trademarks | $381.0 | Indefinite | | **Total** | **$2,785.0** | | [Note 5 — Consolidation](index=112&type=section&id=Note%205%20%E2%80%94%20Consolidation) JHG consolidates seeded investment products classified as Variable Interest Entities (VIEs) or Voting Rights Entities (VREs) if it is the primary beneficiary or holds a majority voting interest - JHG performs periodic consolidation analyses for seeded investment products, classifying them as Variable Interest Entities (VIEs) or Voting Rights Entities (VREs) and consolidating if JHG is the primary beneficiary or holds a majority voting interest[324](index=324&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk) - Assets of consolidated VIEs and VREs are not available for JHG's general corporate purposes, and investors in these entities have no recourse to JHG's credit[437](index=437&type=chunk)[440](index=440&type=chunk) JHG's Net Interest in Consolidated VREs (in millions) | Metric (as of Dec 31) | 2018 | 2017 | | :---------------------- | :----- | :----- | | Total Assets | $15.3 | $23.2 | | Redeemable noncontrolling interests | $(6.0) | $(6.6) | | **JHG's Net Interest** | **$9.3** | **$16.6** | [Note 6 — Investment Securities](index=113&type=section&id=Note%206%20%E2%80%94%20Investment%20Securities) This note details JHG's investment securities, including seeded products and deferred compensation investments, and the use of derivatives for economic hedging against market and currency risks JHG's Investment Securities (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Seeded investment products | $447.5 | $597.9 | | Investments related to deferred compensation plans | $120.3 | $94.0 | | Other investments | $6.7 | $8.2 | | **Total Investment Securities** | **$574.5** | **$700.1** | - JHG maintains an economic hedge program using derivative instruments (futures, credit default swaps, index swaps, total return swaps, foreign currency forward contracts) to mitigate market volatility and foreign currency risk on certain seeded investments[444](index=444&type=chunk) Investment Gains (Losses), Net (in millions) | Category (Year ended Dec 31) | 2018 | 2017 | 2016 | | :--------------------------- | :------ | :----- | :------ | | Seeded investment products and derivatives, net | $(42.6) | $4.0 | $(12.4) | | Gain on sale of Volantis | — | $10.2 | — | | Other | $1.7 | $3.8 | $0.7 | | **Total** | **$(40.9)** | **$18.0** | **$(11.7)** | [Note 7 — Goodwill and Intangible Assets](index=116&type=section&id=Note%207%20%E2%80%94%20Goodwill%20and%20Intangible%20Assets) This note details JHG's goodwill and intangible assets, including amortization policies, annual impairment assessments, and the impact of the 2018 transfer of U.S. back-office functions Goodwill and Intangible Assets (in millions) | Asset Type (as of Dec 31) | 2018 | 2017 | | :-------------------------- | :---------- | :---------- | | Net Intangible Assets | $3,123.3 | $3,204.8 | | Goodwill | $1,478.0 | $1,533.9 | - Indefinite-lived intangible assets (investment management contracts, trademarks) are not amortized, while definite-lived client relationships are amortized over an estimated weighted-average life of approximately **13 years**[452](index=452&type=chunk) - JHG performs annual impairment assessments for goodwill and indefinite-lived intangible assets; in **2018**, the fair value of the reporting unit exceeded its carrying value by **$1.6 billion**, but certain intangible assets are at risk of impairment in **2019** due to AUM declines[457](index=457&type=chunk)[458](index=458&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk) - A **$7.2 million** impairment was recorded in **2018** for Gartmore investment management agreements (definite-lived intangible assets)[459](index=459&type=chunk)[216](index=216&type=chunk) - On **March 31, 2018**, JHG completed a transaction transferring its U.S. back-office, middle-office, and custody functions to BNP Paribas, resulting in a **$22.3 million** gain and a **$9.5 million** goodwill reduction[455](index=455&type=chunk) [Note 8 — Equity Method Investments](index=117&type=section&id=Note%208%20%E2%80%94%20Equity%20Method%20Investments) This note details JHG's equity method investments, including interests in Long Tail Alpha and the acquisition of Optimum Investment Management Limited in 2018, and associated net gains Equity Method Investments (in millions) | Metric (as of Dec 31) | 2018 | 2017 | | :---------------------- | :----- | :----- | | Carrying Value | $7.8 | $5.9 | - JHG's equity method investments include interests in Long Tail Alpha (**20% owned**) and, as of **December 31, 2017**, Optimum Investment Management Limited (**50% owned**, fully acquired in **2018**)[461](index=461&type=chunk)[462](index=462&type=chunk) - The Group recognized a net gain of **$2.0 million** from equity method investments in **2018**, compared to a **$0.6 million** loss in **2017**[462](index=462&type=chunk) [Note 9 — Fair Value Measurements](index=118&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) This note outlines JHG's fair value measurements, categorized into a three-level hierarchy based on input observability, and details the valuation of contingent consideration liabilities and assets - Fair value measurements are categorized into a **three-level hierarchy** based on the observability of inputs: Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs), and Level 3 (significant unobservable inputs)[357](index=357&type=chunk)[358](index=358&type=chunk) Fair Value Measurements (in millions) as of December 31, 2018 | Category | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :------ | :------ | :------ | :------ | | **Assets:** | | | | | | Cash equivalents | $381.8 | — | — | $381.8 | | Investment securities | $298.3 | $257.0 | $19.2 | $574.5 | | Seed hedge derivatives | — | $3.2 | — | $3.2 | | Derivatives in consolidated seeded investment products | — | $0.9 | — | $0.9 | | Volantis contingent consideration | — | — | $3.9 | $3.9 | | **Total Assets** | **$680.1** | **$261.1** | **$23.1** | **$964.3** | | **Liabilities:** | | | | | | Derivatives in consolidated seeded investment products | — | $2.1 | — | $2.1 | | Financial liabilities in consolidated seeded investment products | $0.4 | — | — | $0.4 | | Seed hedge derivatives | — | $1.1 | — | $1.1 | | Long-term debt (disclosed at fair value) | — | $301.4 | — | $301.4 | | Deferred bonuses | — | — | $68.5 | $68.5 | | Contingent consideration | — | — | $61.3 | $61.3 | | **Total Liabilities** | **$0.4** | **$304.6** | **$129.8** | **$434.8** | | **Redeemable Noncontrolling Interests:** | | | | | | Consolidated seeded investment products | — | — | $121.6 | $121.6 | | Intech | — | — | $14.5 | $14.5 | | **Total Redeemable Noncontrolling Interests** | **—** | **—** | **$136.1** | **$136.1** | - Contingent consideration liabilities for Geneva, Perennial, and Kapstream are measured at fair value using discounted cash flows, with key unobservable inputs including forecast revenues and the probability of meeting performance targets[470](index=470&type=chunk)[471](index=471&type=chunk)[473](index=473&type=chunk)[477](index=477&type=chunk) - The Volantis contingent consideration asset had a fair value of **$3.9 million** as of **December 31, 2018**, and the VelocityShares contingent consideration expired in **November 2018** with a fair value of nil[469](index=469&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk) [Note 10 — Debt](index=125&type=section&id=Note%2010%20%E2%80%94%20Debt) This note details JHG's debt, including **4.875% Senior Notes due 2025** and the redemption of **0.750% Convertible Senior Notes due 2018**, alongside its **$200 million** unsecured revolving credit facility Debt Summary (in millions) | Debt Type (as of Dec 31) | 2018 Carrying Value | 2018 Fair Value | 2017 Carrying Value | 2017 Fair Value | | :------------------------- | :------------------ | :-------------- | :------------------ | :-------------- | | 4.875% Senior Notes due 2025 | $319.1 | $301.4 | $322.0 | $323.4 | | 0.750% Convertible Senior Notes due 2018 | — | — | $57.2 | $57.3 | | **Total Debt** | **$319.1** | **$301.4** | **$379.2** | **$380.7** | - The **0.750% Convertible Senior Notes due 2018** were redeemed and settled with cash for **$95.3 million** during **2018**, reducing the carrying value to zero[490](index=490&type=chunk) - JHG has a **$200 million** unsecured revolving credit facility, maturing **February 16, 2024**, with no borrowings outstanding as of **December 31, 2018**, and is in compliance with all covenants[492](index=492&type=chunk) [Note 11 — Income Taxes](index=127&type=section&id=Note%2011%20%E2%80%94%20Income%20Taxes) This note details JHG's income tax expense, effective tax rates, and deferred tax liabilities, highlighting the **2017** tax benefit from U.S. tax reform and the **2018** valuation allowance against deferred tax assets Income Tax Expense (Benefit) (in millions) | Category (Year ended Dec 31) | 2018 | 2017 | 2016 | | :--------------------------- | :---------- | :---------- | :---------- | | Current Income Taxes | $172.7 | $144.6 | $32.6 | | Deferred Income Taxes (Benefits) | $(10.5) | $(355.6) | $2.0 | | **Total Income Tax Expense (Benefit)** | **$162.2** | **$(211.0)** | **$34.6** | Effective Income Tax Rate | Year ended Dec 31 | Rate | | :------------------ | :------ | | 2018 | 24.5% | | 2017 | (47.1)% | | 2016 | 16.3% | - The **2017** effective tax rate included a significant benefit from the re-measurement of deferred tax assets and liabilities due to the U.S. Tax Cuts and Jobs Act[497](index=497&type=chunk) Net Deferred Tax Liabilities (in millions) | Metric (as of Dec 31) | 2018 | 2017 | | :---------------------- | :---------- | :---------- | | Deferred tax liabilities, net | $(729.9) | $(752.6) | - A valuation allowance of **$55.6 million** was established against deferred tax assets in **2018** where realization is unlikely, primarily due to foreign net operating losses[501](index=501&type=chunk) - Unrecognized tax benefits totaled **$12.4 million** as of **December 31, 2018**, with an estimated potential decrease of **$0.6 million** within the next **12 months**[503](index=503&type=chunk)[506](index=506&type=chunk) [Note 12 — Other Financial Statement Captions](index=130&type=section&id=Note%2012%20%E2%80%94%20Other%20Financial%20Statement%20Captions) This note provides detailed breakdowns of JHG's other current assets, accounts payable and accrued liabilities, and other non-current liabilities as of **December 31, 2018 and 2017** Other Current Assets (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Prepaid expenses | $22.6 | $24.1 | | Current corporation tax | $4.3 | $3.5 | | Other current assets | $42.5 | $48.3 | | **Total** | **$69.4** | **$75.9** | Accounts Payable and Accrued Liabilities (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Accrued commissions | $42.2 | $44.4 | | Accrued rebates | $30.2 | $24.4 | | Other accrued liabilities | $84.7 | $48.0 | | Current corporation tax | $28.0 | $33.7 | | Contingent consideration | $13.8 | $24.9 | | Dai-ichi option | — | $26.1 | | Derivatives | $1.1 | $10.5 | | Other current liabilities | $33.2 | $80.9 | | **Total** | **$233.2** | **$292.9** | Other Non-Current Liabilities (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Non-current tax liabilities | $10.6 | $13.7 | | Other creditors | $10.3 | $20.7 | | Deferred consideration | $47.5 | $26.2 | | Other non-current accrued liabilities | $10.8 | $39.0 | | **Total** | **$79.2** | **$99.6** | [Note 13 — Noncontrolling Interests](index=131&type=section&id=Note%2013%20%E2%80%94%20Noncontrolling%20Interests) This note details JHG's redeemable and nonredeemable noncontrolling interests, primarily in consolidated seeded investment products and Intech, and factors influencing their valuation Redeemable Noncontrolling Interests (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Consolidated seeded investment products | $121.6 | $174.9 | | Intech (Appreciation rights) | $10.9 | $11.0 | | Intech (Founding member ownership interests) | $3.6 | $4.4 | | **Total** | **$136.1** | **$190.3** | - Redeemable noncontrolling interests in consolidated seeded investment products are impacted by changes in JHG's ownership, third-party investment, and market volatility of underlying securities[510](index=510&type=chunk) Nonredeemable Noncontrolling Interests (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Seed capital investments | $8.3 | $24.9 | | Intech | $13.2 | $13.3 | | **Total** | **$21.5** | **$38.2** | [Note 14 — Long‑Term Incentive Compensation](index=132&type=section&id=Note%2014%20%E2%80%94%20Long%E2%80%91Term%20Incentive%20Compensation) This note describes JHG's various stock-based and liability-settled long-term incentive plans, including Intech awards, and details the associated compensation expense and unrecognized amounts - JHG operates various stock-based compensation plans, including Deferred Equity Plan (DEP), Restricted Share Plan (RSP), Buy As You Earn Share Plan (BAYE), Sharesave Plan (SAYE), Company Share Option Plan (CSOP), Executive Shared Ownership Plan (ExSOP), Restricted Stock Awards (RSA), Price-Vesting Units, Mutual Fund Share Awards (MFSA), and Intech Long-Term Incentive Awards[515](index=515&type=chunk) - Intech Long-Term Incentive Awards, granted to retain and incentivize employees, consist of appreciation rights, profits interests, and phantom interests, designed to provide an equity-like stake in Intech[535](index=535&type=chunk)[536](index=536&type=chunk) Long-Term Incentive Compensation Expense (in millions) | Category (Year ended Dec 31) | 2018 | 2017 | 2016 | | :--------------------------- | :----- | :----- | :----- | | Stock-based payments expense | $81.6 | $66.8 | $37.3 | | DEP Funds - liability settled | $54.9 | $41.4 | $35.0 | | MFSA - liability settled | $24.3 | $20.7 | — | | Profits interests and other | $18.4 | $12.3 | — | | Social Security costs | $9.4 | $10.3 | $13.2 | | **Total Charge** | **$188.6** | **$151.5** | **$85.5** | Unrecognized Long-Term Incentive Compensation (in millions) | Category (as of Dec 31, 2018) | Unrecognized Compensation | Weighted Average Years | | :---------------------------- | :------------------------ | :--------------------- | | Stock-based payments expense | $70.1 | 2.0 | | DEP Funds - liability settled | $39.0 | 1.4 | | MFSA - liability settled | $21.3 | 2.6 | | Profits interests and other | $27.4 | 5.4 | | Social Security costs | $17.7 | 1.0 | | **Total Remaining Charge** | **$175.5** | **2.4** | [Note 15 — Retirement Benefit Plans](index=143&type=section&id=Note%2015%20%E2%80%94%20Retirement%20Benefit%20Plans) This note details JHG's defined contribution plans and the defined benefit Janus Henderson Group UK Pension Scheme (JHGPS), including its funded status, asset allocation, and net periodic benefit cost - JHG sponsors defined contribution plans for U.S. and international employees, with **401(k)** matching contributions of **5.0%** of eligible compensation for U.S. employees[554](index=554&type=chunk)[555](index=555&type=chunk)[556](index=556&type=chunk) - The main defined benefit pension plan, the Janus Henderson Group UK Pension Scheme (JHGPS), closed to new members in **1999**, had a surplus of **$15.3 million (£12.0 million)** on a technical provisions basis as of **December 31, 2018**[557](index=557&type=chunk)[559](index=559&type=chunk) Net Retirement Benefit Asset (in millions) | Metric (as of Dec 31) | 2018 | 2017 | | :---------------------- | :----- | :----- | | Fair value of plan assets | $849.5 | $941.8 | | Benefit obligation | $(613.3) | $(719.1) | | Funded status | $236.2 | $222.7 | | Tax at source | $(33.4) | $(28.0) | | **Net Retirement Benefit Asset** | **$202.8** | **$194.7** | - JHGPS plan assets are strategically allocated, with approximately **25%** in a growth portfolio and **75%** in bond assets, and **$198.0 million** of assets held in JHG-managed funds as of **December 31, 2018**[563](index=563&type=chunk)[562](index=562&type=chunk) Net Periodic Benefit Cost (in millions) | Component (Year ended Dec 31) | 2018 | 2017 | 2016 | | :---------------------------- | :----- | :----- | :----- | | Service cost | $(1.2) | $(1.2) | $(1.2) | | Interest cost | $(17.3) | $(19.2) | $(22.6) | | Expected return on plan assets | $21.3 | $20.3 | $25.6 | | **Net Periodic Benefit Credit** | **$4.4** | **$1.5** | **$1.8** | [Note 16 — Accumulated Other Comprehensive Loss](index=148&type=section&id=Note%2016%20%E2%80%94%20Accumulated%20Other%20Comprehensive%20Loss) This note details changes in JHG's accumulated other comprehensive loss, primarily driven by foreign currency translation adjustments, impacting the balance as of **December 31, 2018** Changes in Accumulated Other Comprehensive Loss (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :---------- | :---------- | | Beginning balance | $(301.8) | $(434.5) | | Other comprehensive income (loss) | $(120.6) | $111.9 | | Less: attributable to noncontrolling interests | $1.4 | $20.8 | | **Ending balance** | **$(423.5)** | **$(301.8)** | - Foreign currency translation adjustments were the primary driver of changes in accumulated other comprehensive loss, with a **$(124.3) million** impact in **2018**[571](index=571&type=chunk) [Note 17 — Earnings and Dividends Per Share](index=150&type=section&id=Note%2017%20%E2%80%94%20Earnings%20and%20Dividends%20Per%20Share) This note provides JHG's earnings per share calculations and dividends paid per share for **2018, 2017, and 2016**, noting the Board's discretion in dividend payments Earnings Per Share Calculation (in millions, except per share data) | Metric (Year ended Dec 31) | 2018 | 2017 | 2016 | | :------------------------- | :----- | :----- | :----- | | Net income attributable to JHG | $523.8 | $655.5 | $189.0 | | Diluted EPS | $2.61 | $3.93 | $1.66 | | Weighted-average diluted common shares outstanding | 195.9 | 162.3 | 111.1 | Dividends Paid Per Share | Year ended Dec 31 | Pre-Merger (GBP) | Post-Merger (USD) | | :------------------ | :--------------- | :---------------- | | 2018 | — | $1.4000 | | 2017 | £0.0915 | $0.6400 | | 2016 | £0.1040 | — | - The payment of cash dividends is at the discretion of JHG's Board of Directors, depending on financial performance, capital requirements, and legal requirements[575](index=575&type=chunk) [Note 18 — Commitments and Contingencies](index=151&type=section&id=Note%2018%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines JHG's future minimum rental commitments and details significant legal proceedings and regulatory matters, including class action lawsuits and an ex-employee court case Future Minimum Rental Commitments (in millions) | Year ended Dec 31 | Amount | | :------------------ | :----- | | 2019 | $33.1 | | 2020 | $31.7 | | 2021 | $29.2 | | 2022 | $25.1 | | 2023 | $23.2 | | Thereafter | $63.1 | | **Total** | **$205.4** | - JHG is involved in various legal proceedings and regulatory matters, including class action lawsuits related to VelocityShares Daily Inverse VIX Short-Term ETN (XIV), which the company is strongly defending[579](index=579&type=chunk)[581](index=581&type=chunk)[584](index=584&type=chunk) - A court case involving an ex-employee regarding Fund Transfer Fees and deferred remuneration was appealed, with the Court of Appeal ruling in favor of JHG, entitling the Group to approximately **$5.0 million** in fees and **$0.3 million** in interest[580](index=580&type=chunk) [Note 19 — Related Party Transactions](index=152&type=section&id=Note%2019%20%E2%80%94%20Related%20Party%20Transactions) This note details JHG's related party transactions, including **$1,953.2 million** in revenues from managed funds and investment management fees from Dai-ichi separate accounts - JHG recognized revenues of **$1,953.2 million** in **2018** from managed funds that are related parties and not consolidated[587](index=587&type=chunk) Fees Receivable from Managed Funds (in millions) | Category (as of Dec 31) | 2018 | 2017 | | :------------------------ | :----- | :----- | | Accrued income | $187.2 | $261.6 | | Accounts receivable | $29.7 | $39.8 | - Investment management fees attributable to Dai-ichi separate accounts were **$14.9 million** in **2018** and **$11.0 million** in **2017**[587](index=587&type=chunk) [Note 20 — Geographic Information](index=152&type=section&id=Note%2020%20%E2%80%94%20Geographic%20Information) This note provides a breakdown of JHG's operating revenues and long-lived assets by geographic area for **2018, 2017, and 2016**, highlighting regional contributions Operating Revenues by Geographic Area (in millions) | Region (Year ended Dec 31) | 2018 | 2017 | 2016 | | :------------------------- | :---------- | :---------- | :---------- | | U.S. | $1,338.7 | $818.1 | $172.1 | | UK | $649.4 | $669.0 | $536.7 | | Luxembourg | $255.9 | $280.9 | $282.7 | | International | $62.4 | $50.3 | $26.7 | | **Total** | **$2,306.4** | **$1,818.3** | **$1,018.2** | Long-Lived Assets by Geographic Area (in millions) | Region (as of Dec 31) | 2018 | 2017 | | :---------------------- | :---------- | :---------- | | UK | $366.8 | $397.0 | | U.S. | $2,604.2 | $2,629.8 | | Australia | $219.3 | $245.1 | | Other | $2.5 | $3.5 | | **Total** | **$3,192.8** | **$3,275.4** | [Note 21 — Selected Quarterly Financial Data (Unaudited)](index=153&type=section&id=Note%2021%20%E2%80%94%20Selected%20Quarterly%20Financial%20Data%20(Unaudited)) This note presents unaudited selected quarterly financial data for **2018 and 2017**, adjusted for the new revenue recognition standard, providing a granular view of performance - Quarterly financial data for **2018 and 2017** are presented, adjusted for the new revenue recognition standard adopted on **January 1, 2018**[592](index=592&type=chunk) Selected Quarterly Financial Data (2018, in millions, except per share) | Metric | Q1 2018 | Q2 2018 | Q3 2018 | Q4 2018 | Full Year 2018 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------------- | | Total revenue | $587.7 | $592.4 | $581.2 | $545.1 | $2,306.4 | | Operating income | $176.2 | $175.3 | $148.3 | $150.0 | $649.8 | | Net income attributable to JHG | $165.2 | $140.6 | $111.2 | $106.8 | $523.8 | | Diluted EPS attributable to JHG common shareholders | $0.82 | $0.70 | $0.55 | $0.54 | $2.61 | Selected Quarterly Financial Data (2017, in millions, except per share) | Metric | Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | Full Year 2017 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------------- | | Total revenue | $233.0 | $396.6 | $566.9 | $621.8 | $1,818.3 | | Operating income | $50.8 | $56.7 | $138.2 | $196.6 | $442.3 | | Net income attributable to JHG | $42.6 | $41.7 | $99.5 | $471.7 | $655.5 | | Diluted EPS attributable to JHG common shareholders | $0.38 | $0.28 | $0.49 | $2.32 | $3.93 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=153&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[594](index=594&type=chunk) [Controls and Procedures](index=153&type=section&id=Item%209A.%20Controls%20and%20Procedures) JHG's management concluded that disclosure controls and internal control over financial reporting were effective as of **December 31, 2018**, with no material changes during the quarter - JHG's disclosure controls and procedures were evaluated as effective as of **December 31, 2018**[596](index=596&type=chunk) - Management believes internal control over financial reporting is effective as of **December 31, 2018**, based on the COSO framework[306](index=306&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended **December 31, 2018**[598](index=598&type=chunk) [Other Information](index=154&type=section&id=Item%209B.%20Other%20Information) No other information to report under this item - No other information to report[599](index=599&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=154&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details JHG's Board of Directors and Executive Officers, their qualifications, and corporate governance practices, including the Officer Code of Ethics and independent audit committee financial experts - The Board of Directors includes Richard Gillingwater (Chairman), Glenn Schafer (Vice-Chairman), Richard Weil (CEO), Kalpana Desai, Jeffrey Diermeier, Kevin Dolan, Eugene Flood Jr., Lawrence Kochard, Angela Seymour-Jackson, and Tatsusaburo Yamamoto[602](index=602&type=chunk) - Key executive officers include Richard Weil (CEO), Roger Thompson (CFO), and Enrique Chang (Global Chief Investment Officer)[634](index=634&type=chunk) - JHG's Officer Code of Ethics applies to the CEO and Senior Financial Officers, and corporate governance guidelines are substantially in compliance with NYSE requirements[639](index=639&type=chunk)[643](index=643&type=chunk) - All directors, except CEO Richard Weil, are independent; **Jeffrey Diermeier** and **Kalpana Desai** qualify as 'audit Committee financial experts'[647](index=647&type=chunk)[731](index=731&type=chunk) - The Nominating and Corporate Governance Committee seeks talented and experienced candidates with diverse professional backgrounds to ensure a balance of knowledge, experience, skills, expertise, and diversity on the Board[641](index=641&type=chunk)[642](index=642&type=chunk) [Executive Compensation](index=166&type=section&id=Item%2011.%20Executive%20Compensation) JHG's executive compensation links pay to performance, shareholder returns, and talent retention, comprising base pay, benefits, and variable incentives, with a scorecard approach for co-CEOs in **2018** - JHG's compensation policies link pay with performance, drive long-term shareholder returns, and manage risk, aiming to attract, motivate, and retain exceptional talent[649](index=649&type=chunk) - Compensation elements include base pay, benefits and pension, and variable incentive compensation (Short Term Incentive (STI) and Long Term Incentive (LTI) awards, including Performance Stock Units (PSUs))[651](index=651&type=chunk) 2018 Total Compensation for Executive Officers (in $) | Executive Officer | Base Salary | Variable Comp (STI) | Variable Comp (LTI) | Total Variable Comp | Benefits and Pension | Other | Total 2018 | | :---------------- | :---------- | :------------------ | :------------------ | :------------------ | :------------------- | :---------- | :--------- | | Richard M. Weil, CEO | 650,000 | 3,965,000 | 3,965,000 | 7,930,000 | 55,599 | 465,480 | 9,101,079 | | Andrew Formica, former Co-CEO | 593,319 | 3,577,000 | 4,353,000 | 7,930,000 | 77,243 | 2,683,956 | 11,284,518 | | Other Executive Officers | 1,479,976 | 5,511,743 | 6,357,892 | 11,869,635 | 138,859 | 362,178 | 13,850,648 | - The **2018** variable incentive compensation for co-CEOs was determined using a scorecard approach with weightings: Investment Excellence (**30%**), Financial Results (**40%**), and Strategic Results (**30%**), resulting in an overall performance multiplier of **1.0 to 1.5**[661](index=661&type=chunk)[675](index=675&type=chunk) - Richard Weil's base salary was adjusted to **$725,000**, effective **January 1, 2019**, following his appointment as sole CEO[677](index=677&type=chunk) - Settlement agreements were made with former Co-CEO Andrew Formica and Global Head of Distribution Phil Wagstaff upon their resignations, including severance payments and bonus entitlements[689](index=689&type=chunk)[690](index=690&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=180&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of JHG common stock by major shareholders (e.g., Dai-ichi Life Holdings, Inc. with **15.61%**) and insiders, along with information on equity compensation plans Beneficial Ownership of Common Stock (as of Feb 22, 2019) | Name | Shares Beneficially Owned | Percentage | | :---------------------------------- | :------------------------ | :--------- | | Dai-ichi Life Holdings, Inc. | 30,668,922 | 15.61% | | Silchester International Investors LLP | 16,833,086 | 8.57% | | The Vanguard Group Inc. | 16,048,918 | 8.17% | | BlackRock, Inc. | 12,671,455 | 6.45% | | Richard Weil, CEO and Director | 951,771 | * | | All Directors and Executive Officers as a Group (13 persons) | 1,459,786 | * | Equity Compensation Plan Information (as of Feb 22, 2019) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights () | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) () | | :-------------------------------- | :------------------------------------------------------------------------------------------ | :------------------------------------------------------------------------------ | :-------------------------------------------------------------------------------------------------------------------------------------------------- | | Equity comp plans approved by shareholders | 601,039 | $20.71 | 4,613,327 | | Equity comp plans not approved by shareholders | — | — | 372,345 | - JHG utilizes several equity-based LTI plans, including the Deferred Equity Plan (DEP), Long Term Incentive Plan (LTIP), Restricted Share Plan (RSP), 2010 LTI Plan, and 2012 Employment Inducement Award Plan (EIA), to encourage employee equity ownership and align interests with company success[708](index=708&type=chunk)[709](index=709&type=chunk)[710](index=710&type=chunk)[711](index=711&type=chunk)[712](index=712&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=183&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) JHG's policy requires Audit Committee pre-approval for related party transactions, notably with Dai-ichi Life Holdings, Inc., which holds **15.0%** of shares and has specific investment and Board designation rights - JHG's related party transaction policy requires pre-approval by the Audit Committee for transactions exceeding **$120,000**[713](index=713&type=chunk) - An Amended Investment and Strategic Cooperation Agreement with Dai-ichi Life Holdings, Inc. includes an ownership limit of **20%** of JHG's shares and a commitment for Dai-ichi to maintain at least **$2 billion** in JHG investment products[716](index=716&type=chunk)[717](index=717&type=chunk)[718](index=718&type=chunk) - Dai-ichi has the right to designate a representative to JHG's Board of Directors, subject to maintaining a certain shareholding level[720](index=720&type=chunk) - The agreement imposes standstill restrictions, transfer limitations, and preemptive rights for Dai-ichi regarding JHG shares[721](index=721&type=chunk)[722](index=722&type=chunk)[723](index=723&type=chunk) - As of **February 22, 2019**, Dai-ichi beneficially owned approximately **15.0%** of JHG common stock[730](index=730&type=chunk) - The Board of Directors has determined that all directors, except the CEO, are independent based on NYSE Listing Standards and JHG's Corporate Governance Guidelines[731](index=731&type=chunk) [Principal Accountant Fees and Services](index=189&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to PricewaterhouseCoopers (PwC) for audit and other services in **2018 ($4.48 million)** and **2017 ($5.29 million)**, with Audit Committee pre-approval ensuring independence Fees Paid to PricewaterhouseCoopers (in $) | Fee Type | 2018 | 2017 | | :---------------- | :---------- | :---------- | | Audit Fees | $3,028,000 | $2,748,000 | | Audit-Related Fees | $922,100 | $696,200 | | Tax Fees | $13,500 | $198,800 | | All Other Fees | $514,371 | $1,642,310 | | **Total** | **$4,477,971** | **$5,285,310** | - Audit services included the audit of consolidated financial statements, reviews of quarterly reports, and attestation work for internal control over financial reporting[732](index=732&type=chunk) - The Audit Committee pre-approves all services and associated fee ranges for the independent auditor to ensure independence and appropriate oversight[734](index=734&type=chunk)[735](index=735&type=chunk)[736](index=736&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=191&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the 10-K report, including financial statements, auditor reports, and a comprehensive list of exhibits incorporating various material contracts and certifications - The financial statements and related notes, along with the report of PricewaterhouseCoopers LLP, are included in **Part II, Item 8**[739](index=739&type=chunk) - A detailed list of exhibits is provided, incorporating by reference key documents such as the Agreement and Plan of Merger, facility agreements, various equity compensation plans, and the Amended and Restated Investment and Strategic Cooperation Agreement with Dai-ichi Life Holdings, Inc.[741](index=741&type=chunk)[742](index=742&type=chunk)[743](index=743&type=chunk)[746](index=746&type=chunk)[748](index=748&type=chunk)[749](index=749&type=chunk)[750](index=750&type=chunk)[751](index=751&type=chunk) - Certifications from the CEO and CFO (pursuant to Rule 13a-14(a)/15d-14(a) and Section 1350 of Sarbanes-Oxley Act) and XBRL exhibits are also included[751](index=751&type=chunk)[753](index=753&type=chunk) [Form 10‑K Summary](index=197&type=section&id=Item%2016.%20Form%2010%E2%80%91K%20Summary) No Form 10-K summary is provided - No Form 10-K Summary is provided[754](index=754&type=chunk)