Janus Henderson(JHG) - 2023 Q4 - Annual Report

PART I Item 1. Business JHG is an independent global asset manager with $334.9 billion in AUM as of December 31, 2023, offering diverse investment products globally - JHG is an independent global asset manager specializing in investment management across major asset classes, with approximately 2,200 employees worldwide[15][16] - The company's strategy is built on three pillars: Protect & Grow, Amplify, and Diversify, aiming for sustained organic and opportunistic inorganic growth[19][20] Key Financial Highlights (GAAP Basis, in millions USD) | Metric | 2023 | 2022 | 2021 | | :------------------------- | :----- | :----- | :----- | | Revenue | $2,101.8 | $2,203.6 | $2,767.0 | | Operating expenses | $1,618.1 | $1,713.8 | $1,946.1 | | Operating income | $483.7 | $489.8 | $820.9 | | Operating margin | 23.0% | 22.2% | 29.7% | | Net income attributable to JHG | $392.0 | $372.4 | $620.0 | | Diluted earnings per share | $2.37 | $2.23 | $3.57 | Assets Under Management (AUM) by Client Type (as of Dec 31, 2023) | Client Type | AUM (billions USD) | % of Total AUM | | :-------------------- | :----------------- | :------------- | | Intermediary Channel | $183.4 | 55% | | Self-Directed Channel | $76.1 | 23% | | Institutional Channel | $75.4 | 22% | | Total | $334.9 | 100% | Assets Under Management (AUM) by Investment Capability (as of Dec 31, 2023) | Capability | AUM (billions USD) | % of Total AUM | | :--------------- | :----------------- | :------------- | | Equities | $205.1 | 61% | | Fixed Income | $71.5 | 21% | | Multi-Asset | $48.9 | 15% | | Alternatives | $9.4 | 3% | | Total | $334.9 | 100% | Assets Under Management (AUM) by Client Location (as of Dec 31, 2023) | Client Location | AUM (billions USD) | | :---------------------- | :----------------- | | North America | $198.6 | | EMEA and Latin America | $102.9 | | Asia Pacific | $33.4 | - JHG's global workforce comprises nearly 2,200 employees, with a focus on diversity, professional development, and employee engagement, achieving an 85% DEI Employee Engagement score in 2023[36][41][50] - The company operates in a highly competitive and extensively regulated investment management industry, facing significant competition and increasing compliance costs from evolving U.S. and international regulations, including new ESG and climate disclosure rules[50][52][76] Item 1A. Risk Factors JHG faces significant risks from market volatility, intense competition, operational challenges, and extensive global regulatory frameworks - JHG's revenue and profitability are highly dependent on the value, composition, and investment performance of its AUM, which are subject to market fluctuations, redemptions, and competitive pressures[81][82][93] - The company faces significant operational and technology risks, including cyberattacks, data breaches, and challenges in managing the integration and ethical implications of artificial intelligence (AI) in its workflows[112][114][118][119] - JHG operates in a highly regulated environment, with extensive and complex laws and regulations across the U.S., UK, and other international markets, leading to increased compliance costs and potential enforcement actions[130][131][132] - The UK's exit from the EU (Brexit) continues to pose risks, including potential disruptions to UK and European economies, legal uncertainties, and increased operational costs due to divergent regulatory frameworks[139][140][141] - The replacement of benchmark indices like LIBOR with alternative rates introduces legal, financial, pricing, operational, and conduct risks, potentially increasing borrowing costs and impacting business operations[143][144][145] Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report for the period Item 1C. Cybersecurity JHG's risk-based cybersecurity program, aligned with ISO 27001 and NIST, is overseen by the Board, with no material incidents reported - JHG's cybersecurity risk management program is risk-based, aligning with ISO 27001 and NIST Cybersecurity framework, and is integrated into the overall enterprise risk management[154][155][156] - The Risk Committee of the Board of Directors oversees the cybersecurity program, receiving regular reports on risks, status updates, and audit findings from the Information Security leadership[162][163] - No cybersecurity threats or incidents have materially affected or are reasonably likely to materially affect JHG's business strategy, results of operations, or financial condition[161] Item 2. Properties JHG operates 23 leased offices globally, including major headquarters in London and Denver, deemed adequate for current operations - JHG has 23 leased offices worldwide, including major operations in London (116,000 sq ft) and Denver, Colorado (161,000 sq ft)[167] - The London headquarters lease expires in 2028, and the Denver office lease expires in 2025[167] Item 3. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 19 — Commitments and Contingencies: Litigation and Other Regulatory Matters in Part II, Item 8, Financial Statements and Supplementary Data - Legal proceedings information is referenced from Note 19 in the Financial Statements and Supplementary Data[168] Item 4. Mine Safety Disclosures This item is not applicable to Janus Henderson Group plc PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities JHG's common stock trades on NYSE, delisted from ASX, declared a $0.39 per share dividend, and repurchased $61.9 million in Q4 2023 - JHG's common stock trades on the NYSE under the symbol JHG. As of February 23, 2024, there were 161,734,074 shares outstanding[7][171] - JHG delisted from the ASX on December 6, 2023, anticipating savings in compliance and ancillary costs[171] - A cash dividend of $0.39 per share was declared on January 31, 2024, payable on February 28, 2024[172] Common Stock Repurchases (Q4 2023) | Period | Total shares purchased | Average price paid per share | Approximate U.S. dollar value of shares that may yet be purchased under the programs (end of month, in millions) | | :--------------------------------------- | :--------------------- | :--------------------------- | :----------------------------------------------------------------------------------------------------------------- | | October 1, 2023, through October 31, 2023 | — | — | $150 | | November 1, 2023, through November 30, 2023 | 1,303,582 | $25.37 | $117 | | December 1, 2023, through December 31, 2023 | 1,016,288 | $28.36 | $88 | | Total | 2,319,870 | $26.68 | | Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations JHG's 2023 revenue decreased by 5% to $2,101.8 million, while net income increased by 5% to $392.0 million, with AUM growing 17% to $334.9 billion - JHG operates as a single-segment investment management business, with strategic and financial decisions determined centrally by the CEO[182] Financial Summary (GAAP Basis, in millions USD) | Metric | 2023 | 2022 | Change (YoY) | | :------------------------- | :----- | :----- | :----------- | | Revenue | $2,101.8 | $2,203.6 | (5)% | | Operating expenses | $1,618.1 | $1,713.8 | (6)% | | Operating income | $483.7 | $489.8 | (1)% | | Operating margin | 23.0% | 22.2% | +0.8 pp | | Net income attributable to JHG | $392.0 | $372.4 | +5% | | Diluted earnings per share | $2.37 | $2.23 | +6.3% | Investment Performance of AUM (as of Dec 31, 2023) | Percentage of AUM outperforming benchmark | 1 year | 3 years | 5 years | 10 years | | :---------------------------------------- | :----- | :------ | :------ | :------- | | Equities | 42% | 48% | 57% | 60% | | Fixed Income | 79% | 66% | 88% | 91% | | Multi-Asset | 8% | 96% | 97% | 97% | | Alternatives | 57% | 97% | 100% | 100% | | Total | 44% | 60% | 69% | 71% | - AUM increased to $334.9 billion as of December 31, 2023, up 17% from $287.3 billion in 2022, primarily driven by positive market movements of $45.1 billion and a $3.2 billion increase from USD weakening against GBP, EUR, and AUD[190][191] AUM and Flows by Capability (2023, in billions USD) | Capability | Closing AUM Dec 31, 2022 | Sales | Redemptions | Net sales (redemptions) | Markets | FX | Reclassifications and disposals | Closing AUM Dec 31, 2023 | | :--------------- | :----------------------- | :---- | :---------- | :---------------------- | :------ | :-- | :------------------------------ | :----------------------- | | Equities | $171.3 | $31.0 | $(33.2) | $(2.2) | $34.8 | $2.1 | $(0.9) | $205.1 | | Fixed Income | $59.8 | $24.1 | $(16.9) | $7.2 | $3.8 | $0.7 | — | $71.5 | | Multi-Asset | $45.5 | $4.1 | $(7.7) | $(3.6) | $6.2 | $0.2 | $0.6 | $48.9 | | Alternatives | $10.7 | $1.7 | $(3.8) | $(2.1) | $0.3 | $0.2 | $0.3 | $9.4 | | Total | $287.3 | $60.9 | $(61.6) | $(0.7) | $45.1 | $3.2 | — | $334.9 | Revenue Breakdown (in millions USD) | Revenue Type | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | | :-------------------- | :------- | :------- | :------- | :-------------- | :-------------- | | Management fees | $1,700.1 | $1,799.4 | $2,189.4 | (6)% | (18)% | | Performance fees | $5.1 | $(10.7) | $102.7 | n/m* | n/m* | | Shareowner servicing fees | $213.3 | $224.0 | $260.7 | (5)% | (14)% | | Other revenue | $183.3 | $190.9 | $214.2 | (4)% | (11)% | | Total revenue | $2,101.8 | $2,203.6 | $2,767.0 | (5)% | (20)% | *n/m - Not meaningful. - Performance fees increased by $15.8 million in 2023 compared to 2022, primarily due to improved performance of absolute return funds, partially offset by declines in segregated mandates[212] Operating Expenses (in millions USD) | Expense Type | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | | :-------------------------------- | :------- | :------- | :------- | :-------------- | :-------------- | | Employee compensation and benefits | $593.3 | $611.5 | $693.3 | (3)% | (12)% | | Long-term incentive plans | $167.4 | $180.7 | $181.0 | (7)% | (0)% | | Distribution expenses | $455.9 | $498.3 | $554.1 | (9)% | (10)% | | Impairment of intangible assets | — | $35.8 | $121.9 | (100)% | (71)% | | Depreciation and amortization | $22.9 | $31.7 | $40.7 | (28)% | (22)% | | Total operating expenses | $1,618.1 | $1,713.8 | $1,946.1 | (6)% | (12)% | - Investment gains (losses), net, moved favorably by $156.7 million in 2023, primarily due to market adjustments in seeded investment products and consolidation/deconsolidation of third-party ownership interests[237] Cash Flow Summary (in millions USD) | Cash Flow Activity | 2023 | 2022 | 2021 | | :---------------------------------- | :------- | :------- | :------- | | Operating activities | $441.6 | $473.3 | $895.4 | | Investing activities | $(328.9) | $58.5 | $(283.3) | | Financing activities | $(151.9) | $(419.1) | $(588.1) | | Effect of exchange rate changes | $30.9 | $(54.9) | $(13.5) | | Net change in cash and cash equivalents | $(8.3) | $57.8 | $10.5 | | Cash balance at end of period | $1,168.1 | $1,176.4 | $1,118.6 | Business Overview Janus Henderson Group plc is an independent global asset manager specializing in active investment across Equities, Fixed Income, Multi-Asset, and Alternatives for institutional and retail investors - Janus Henderson Group plc is an independent global asset manager specializing in active investment across Equities, Fixed Income, Multi-Asset, and Alternatives for institutional and retail investors[181] - The company's strategy is built on three pillars: Protect & Grow, Amplify, and Diversify, focusing on disciplined execution for organic and opportunistic inorganic growth[181] Segment Considerations JHG operates as a single-segment investment management business, with the CEO acting as the chief operating decision-maker and determining strategic and financial management decisions centrally - JHG operates as a single-segment investment management business, with the CEO acting as the chief operating decision-maker and determining strategic and financial management decisions centrally[182] Revenue Revenue primarily consists of management fees, generally calculated as a percentage of AUM, and performance fees, which are based on investment performance against benchmarks or absolute returns - Revenue primarily consists of management fees, generally calculated as a percentage of AUM, and performance fees, which are based on investment performance against benchmarks or absolute returns[183][184] - Performance fees are recognized at the end of the contractual period (monthly, quarterly, or annually) if stated performance criteria are achieved and can be negative for underperformance[184] 2023 SUMMARY JHG achieved solid long-term investment performance, with 60%, 69%, and 71% of AUM outperforming benchmarks on a three-, five-, and ten-year basis, respectively, as of December 31, 2023 - JHG achieved solid long-term investment performance, with 60%, 69%, and 71% of AUM outperforming benchmarks on a three-, five-, and ten-year basis, respectively, as of December 31, 2023[188] - AUM increased to $334.9 billion, up 17% from December 31, 2022, primarily due to positive market performance[188] - Net outflows for 2023 were $0.7 billion, a significant improvement from $30.8 billion in net outflows (excluding Intech) in 2022[188] - The company reported strong cash generation with $441.6 million of cash provided by operating activities in 2023 and declared dividends of $1.56 per share[188] Assets Under Management AUM increased by $47.6 billion (17%) to $334.9 billion as of December 31, 2023, primarily due to $45.1 billion in positive market movements and a $3.2 billion increase from foreign exchange rate changes - AUM increased by $47.6 billion (17%) to $334.9 billion as of December 31, 2023, primarily due to $45.1 billion in positive market movements and a $3.2 billion increase from foreign exchange rate changes[190] Average AUM by Capability (in billions USD) | By capability: | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | | :--------------- | :----- | :----- | :----- | :-------------- | :-------------- | | Equities | $191.6 | $193.2 | $236.4 | (1)% | (18)% | | Fixed Income | $65.5 | $67.2 | $80.6 | (3)% | (17)% | | Multi-Asset | $47.1 | $49.2 | $53.2 | (4)% | (8)% | | Alternatives | $9.6 | $11.5 | $10.5 | (17)% | 10% | | Quantitative Equities | — | $7.7 | $41.3 | (100)% | (81)% | | Total | $313.8 | $328.8 | $422.0 | (5)% | (22)% | Closing AUM by Client Location (in billions USD) | By client location: | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | | :---------------------- | :----- | :----- | :----- | :-------------- | :-------------- | | North America | $198.6 | $168.6 | $241.0 | 18% | (30)% | | EMEA and Latin America | $102.9 | $85.7 | $132.3 | 20% | (35)% | | Asia Pacific | $33.4 | $33.0 | $59.0 | 1% | (44)% | | Total | $334.9 | $287.3 | $432.3 | 17% | (34)% | Valuation of Assets Under Management Fair value of AUM is primarily based on unadjusted quoted market prices for listed securities, with adjustments for non-U.S. equities in U.S. mutual funds - Fair value of AUM is primarily based on unadjusted quoted market prices for listed securities, with adjustments for non-U.S. equities in U.S. mutual funds[200] - For illiquid investments, fair value is estimated using methodologies like expected cash flows, comparable securities, or revenue multiples, with oversight from Fair Value Pricing Committees[201] Results of Operations Management fees decreased by $99.3 million in 2023 due to lower average AUM, while performance fees increased by $15.8 million, driven by absolute return funds - Management fees decreased by $99.3 million in 2023 due to lower average AUM, while performance fees increased by $15.8 million, driven by absolute return funds[207][212] Average Net Management Fee Margins (bps) | By capability: | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | | :--------------- | :--- | :--- | :--- | :-------------- | :-------------- | | Equities | 54.4 | 55.2 | 56.1 | (1)% | (2)% | | Fixed Income | 27.8 | 29.6 | 29.1 | (6)% | 2% | | Multi-Asset | 52.9 | 53.1 | 52.9 | (0)% | 0% | | Alternatives | 61.9 | 60.4 | 68.4 | 2% | (12)% | | Quantitative Equities | — | 15.8 | 16.5 | (100)% | (4)% | | Total average | 48.9 | 48.9 | 47.0 | —% | 4% | - Employee compensation and benefits decreased by $18.2 million in 2023, mainly due to lower variable compensation and reduced fixed compensation costs from lower average headcount, partially offset by base-pay increases[221] - Impairment charges for intangible assets decreased by $35.8 million in 2023, with no new charges recognized, compared to a $35.8 million impairment in 2022[230] - The effective tax rate for 2023 was 19.0%, down from 26.9% in 2022, influenced by disallowed noncontrolling interest income and a reduction in the state income tax rate[241] Non-GAAP Financial Measures JHG uses non-GAAP financial measures, consistent with internal management reporting, to evaluate profitability and ongoing operations, excluding costs or benefits not part of core operations - JHG uses non-GAAP financial measures, consistent with internal management reporting, to evaluate profitability and ongoing operations, excluding costs or benefits not part of core operations[245] Adjusted Financial Highlights (in millions USD, except per share and margin data) | Metric | 2023 | 2022 | | :------------------------------------------ | :------- | :------- | | Adjusted revenue | $1,645.9 | $1,705.3 | | Adjusted operating expenses | $1,137.2 | $1,128.6 | | Adjusted operating income | $508.7 | $576.7 | | Adjusted operating margin | 30.9% | 33.8% | | Adjusted net income attributable to JHG | $435.2 | $433.8 | | Adjusted diluted earnings per share | $2.63 | $2.60 | - Adjustments to GAAP figures primarily involve deducting distribution and service fees from revenue, and excluding certain employee compensation, long-term incentive plan expenses, and intangible asset impairment charges from operating expenses[247][249] Liquidity and Capital Resources JHG's capital structure, cash balances, and cash flows are expected to meet current and future cash needs, including operating expenses, seed capital investments, dividends, and share repurchases - JHG's capital structure, cash balances, and cash flows are expected to meet current and future cash needs, including operating expenses, seed capital investments, dividends, and share repurchases[251][254] Key Balance Sheet Data (in millions USD) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :-------------------------- | :----------- | :----------- | | Cash and cash equivalents | $1,145.9 | $1,156.5 | | Investments | $399.2 | $359.1 | | Fees and other receivables | $294.0 | $252.9 | | Long-term debt | $304.6 | $307.5 | - A new $200 million unsecured, revolving credit facility was established on June 30, 2023, maturing on June 30, 2028, with no outstanding borrowings as of December 31, 2023[262][264] - JHG's FCA-supervised regulatory group has a combined capital requirement of £136.0 million ($173.4 million) and holds a surplus of £322.4 million ($411.0 million) above this requirement as of December 31, 2023[265] - Contractual obligations for debt and interest payments totaled $323.2 million as of December 31, 2023, with operating and finance lease obligations of $82.4 million[266] CRITICAL ACCOUNTING POLICIES AND ESTIMATES Critical accounting policies and estimates include consolidated investment products, valuation of investments, goodwill, retirement benefits, and income taxes, all requiring significant management judgment and assumptions - Critical accounting policies and estimates include consolidated investment products, valuation of investments, goodwill and intangible assets, retirement benefit plans, and income taxes, all requiring significant management judgment and assumptions[278] - Goodwill and indefinite-lived intangible assets are tested for impairment annually, with the 2023 assessment concluding that fair values exceeded carrying values, requiring no impairment[286][287][288] - The defined benefit pension plan had a net asset of $85.3 million as of December 31, 2023, with actuarial valuations relying on assumptions like discount rates, inflation, and life expectancy[89][291][294] - Income tax provisions involve significant judgment in estimating outcomes of tax inquiries and audits, with unrecognized tax benefits totaling $28.4 million as of December 31, 2023[296][297] Item 7A. Quantitative and Qualitative Disclosures About Market Risk JHG is exposed to market risk from AUM fluctuations, volatile performance fees, and investments, with derivatives used to hedge market and foreign currency exposures - Management fee revenues are directly impacted by fluctuations in the market value of AUM, as they are calculated as a percentage of asset balances[300] - Performance fee revenue is highly volatile, depending on investment performance against established indices or absolute returns, and is often subject to high-water marks[301] Impact of Hypothetical 10% Market Price Change on Current Investments (as of Dec 31, 2023, in millions USD) | Current investments: | Fair value | Fair value assuming a 10% increase | Fair value assuming a 10% decrease | | :--------------------------------------- | :--------- | :--------------------------------- | :--------------------------------- | | Seeded investment products (including VIEs) | $696.5 | $766.2 | $626.9 | | Investments related to deferred compensation plans | $12.0 | $13.2 | $10.8 | | Other investments | $8.1 | $8.9 | $7.3 | | Total current investments | $716.6 | $788.3 | $644.9 | - JHG uses derivative instruments (futures, credit default swaps, total return swaps, foreign currency forward contracts) to economically hedge market exposure of certain seeded investments and foreign currency risks[304][306] - Foreign currency exchange risk arises from non-USD income, expenses, assets, and liabilities of overseas subsidiaries, primarily in GBP, AUD, and EUR, and is managed through monitoring and active hedging[308][309] Item 8. Financial Statements and Supplementary Data This section presents JHG's audited consolidated financial statements, including balance sheets, income statements, and cash flows, with an unqualified auditor's opinion - PricewaterhouseCoopers LLP issued an unqualified opinion on JHG's consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[313][314] - Management affirmed the effectiveness of JHG's internal control over financial reporting as of December 31, 2023, based on the COSO framework[329] Consolidated Balance Sheets (in millions USD) | ASSETS | Dec 31, 2023 | Dec 31, 2022 | | :------------------------------------------ | :----------- | :----------- | | Cash and cash equivalents | $1,152.4 | $1,162.3 | | Investments | $334.2 | $261.6 | | Fees and other receivables | $294.0 | $252.9 | | Total current assets | $2,455.6 | $2,214.8 | | Property, equipment and software, net | $44.2 | $51.8 | | Intangible assets, net | $2,431.3 | $2,414.7 | | Goodwill | $1,290.3 | $1,253.1 | | Retirement benefit asset, net | $87.6 | $97.9 | | Total assets | $6,496.6 | $6,237.8 | | LIABILITIES | | | | Accounts payable and accrued liabilities | $231.4 | $232.6 | | Current portion of accrued compensation, benefits and staff costs | $297.9 | $300.8 | | Total current liabilities | $631.0 | $610.5 | | Long-term debt | $304.6 | $307.5 | | Deferred tax liabilities, net | $570.8 | $574.6 | | Total liabilities | $1,641.1 | $1,641.3 | | REDEEMABLE NONCONTROLLING INTERESTS | $317.2 | $233.9 | | Total equity | $4,538.3 | $4,362.6 | Consolidated Statements of Comprehensive Income (in millions USD) | Metric | 2023 | 2022 | 2021 | | :------------------------------------------ | :------- | :------- | :------- | | Total revenue | $2,101.8 | $2,203.6 | $2,767.0 | | Total operating expenses | $1,618.1 | $1,713.8 | $1,946.1 | | Operating income | $483.7 | $489.8 | $820.9 | | Net income attributable to JHG | $392.0 | $372.4 | $620.0 | | Diluted earnings per share | $2.37 | $2.23 | $3.57 | | Other comprehensive income (loss) attributable to JHG | $84.1 | $(260.7) | $(72.1) | | Total comprehensive income attributable to JHG | $476.1 | $111.7 | $547.9 | Consolidated Statements of Cash Flows (in millions USD) | Cash Flow Activity | 2023 | 2022 | 2021 | | :------------------------------------------ | :------- | :------- | :------- | | Net operating activities | $441.6 | $473.3 | $895.4 | | Net investing activities | $(328.9) | $58.5 | $(283.3) | | Net financing activities | $(151.9) | $(419.1) | $(588.1) | | Net change in cash and cash equivalents | $(8.3) | $57.8 | $10.5 | | Cash balance at end of period | $1,168.1 | $1,176.4 | $1,118.6 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure Item 9A. Controls and Procedures Management concluded JHG's disclosure controls and procedures were effective as of December 31, 2023, with no material changes in internal control - JHG's management concluded that its disclosure controls and procedures were effective as of December 31, 2023[541] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2023[543] Item 9B. Other Information This item contains no other information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is not applicable to Janus Henderson Group plc PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2024 Annual General Meeting of Shareholders Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement[547] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2024 Annual General Meeting of Shareholders Proxy Statement - Executive compensation details are incorporated by reference from the Proxy Statement[548] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's 2024 Annual General Meeting of Shareholders Proxy Statement - Security ownership information is incorporated by reference from the Proxy Statement[549] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the company's 2024 Annual General Meeting of Shareholders Proxy Statement - Information on related party transactions and director independence is incorporated by reference from the Proxy Statement[550] Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Annual General Meeting of Shareholders Proxy Statement - Principal accountant fees and services information is incorporated by reference from the Proxy Statement[551] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists all documents filed, including financial statements, schedules, and a comprehensive list of exhibits covering corporate and contractual documents - The report includes financial statements and related notes, along with the independent auditor's report[552] - No financial statement schedules are required as the information is presented in the financial statements or notes[552] - A detailed list of exhibits is provided, covering corporate governance documents, debt instruments, material contracts, and various certifications[553][554][556][558][559] Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided Signatures The report is duly signed on behalf of Janus Henderson Group plc by its Chief Executive Officer, Ali Dibadj, and other principal officers and directors, affirming compliance with the Securities Exchange Act of 1934 - The report is signed by Ali Dibadj, Chief Executive Officer, and other principal officers and directors, confirming compliance with the Securities Exchange Act of 1934[561][563]