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What changed in JANUS HENDERSON GROUP PLC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of JANUS HENDERSON GROUP PLC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+293 added−281 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-27)

Top changes in JANUS HENDERSON GROUP PLC's 2024 10-K

293 paragraphs added · 281 removed · 219 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

51 edited+12 added−12 removed71 unchanged
Biggest changeIn addition to the 2023 employee opinion survey, we: ​ ● Placed significant focus on the adoption and embedding of our rearticulated mission, values and purpose to encourage a sense of belonging and common objective across our employee base; ● Continued to dedicate time and resources to employee career progression by hosting a career week where employees participated in live learning events and discussions; invested in our high potential talent through the Leadership Excellence and Development program (“LEAD”); and relaunched our early careers initiatives across the globe; and ● Maintained focus on our diversity, equity and inclusion (“DEI”) initiatives, as well as supporting our many Employee Resource Groups to achieve their aims. ​ 6 Table of Contents Diversity, Equity and Inclusion ​ We are committed to creating an inclusive environment that promotes equality, cultural awareness and respect by implementing policies, benefits, training, recruiting and recognition practices to support our employees.
Biggest changeIn addition to the 2024 employee opinion survey, we: ​ ● Placed significant focus on the adoption and embedding of our rearticulated mission, values and purpose to encourage a sense of belonging and common objective across our employee base; ● Continued to dedicate time and resources to employee career progression by hosting a career week where employees participated in live learning events and discussions; invested in our high potential talent through the Leadership Excellence and Development program (“LEAD”); and relaunched our early careers initiatives across the globe; and ● Added to or enhanced our benefits and wellbeing offerings across the globe, including improving our employee share purchase plans and increasing our family-friendly leave policies globally with increased paternity pay and enhanced “equal/shared leave” policies. ​ 6 Table of Contents Our People ​ Diversity Improves Results is embedded as a core value in our Mission, Values and Purpose and is a guiding principle towards creating an inclusive environment that promotes true meritocracy, cultural awareness and respect.
UCITS V covers a range of matters relating to UCITS, including the fund structure and domicile of UCITS, service providers to UCITS and marketing arrangements. In addition, UCITS funds are distributed in other jurisdictions outside the EU where marketing and sales are governed by local country-specific regulations.
UCITS covers a range of matters relating to UCITS, including the fund structure and domicile of UCITS, service providers to UCITS and marketing arrangements. In addition, UCITS funds are distributed in other jurisdictions outside the EU where marketing and sales are governed by local country-specific regulations.
The main objective of these branches is the distribution of JHG Group products within the EU. Since September 2022, the Danish branch has also made use of JHIESA’s extended portfolio management permissions under MiFID II.
The main objective of these branches is the distribution of JHG products within the EU. Since September 2022, the Danish branch has also made use of JHIESA’s extended portfolio management permissions under MiFID II.
For example, the SEC has recently proposed and/or adopted a number of new rules covering a wide range of topics, including derivatives usage; liquidity management; marketing; swing pricing; safeguarding of client assets; outsourcing of covered functions; cybersecurity; predictive analytics; private fund disclosures and restrictions; shareholder and regulatory reporting; fund names; and environmental, social and governance (“ESG”) disclosures.
For example, the SEC has recently proposed and/or adopted a number of new rules covering a wide range of topics, including derivatives usage; liquidity management; marketing; swing pricing; safeguarding of client assets; outsourcing of covered functions; cybersecurity; predictive analytics; shareholder and regulatory reporting; fund names; and environmental, social and governance (“ESG”) disclosures.
We support our employees’ financial goals and retirement saving by making contributions toward their retirement and pension schemes and offering an employee stock purchase plan. ​ Turnover We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary turnover rates are consistent with a certain benchmark for our industry.
We support our employees’ financial goals and retirement saving by making contributions toward their retirement and pension plans and offering an employee stock purchase plan. ​ Turnover We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary turnover rates are consistent with a certain benchmark for our industry.
We recognize that the success of JHG is dependent on the unique talents and contributions of our diverse workforce, and we are invested in our employees’ success.
We recognize that the success of JHG is dependent on the unique talents and contributions of our workforce, and we are invested in our employees’ success.
Available Information We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto as soon as reasonably practical after such filings are made with the SEC.
Available Information We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto as soon as reasonably practicable after such filings are made with the SEC.
Our diverse workforce includes trainees, apprentices and fixed-term employees working alongside our permanent part- and full-time employees.
Our workforce includes trainees, apprentices and fixed-term employees working alongside our permanent part- and full-time employees.
The failure to comply with applicable state laws and regulations may result in fines, heightened regulatory scrutiny, litigation and/or reputational harm. International Regulation UK The Financial Conduct Authority (“FCA”) regulates certain of our subsidiaries, as well as products and services we offer and manage in the UK.
The failure to comply with applicable state laws and regulations may result in fines, heightened regulatory scrutiny, litigation and/or reputational harm. 8 Table of Contents International Regulation UK The Financial Conduct Authority (“FCA”) regulates certain of our subsidiaries, as well as products and services we offer and manage in the UK.
We are committed to: ​ ● Attracting great people into roles with a sense of purpose; ● Helping them realize their highest potential and make a real impact; and ● Supporting their ambitions throughout their career. Headcount As of December 31, 2023 and 2022, we had 2,196 and 2,181 employees, respectively.
We are committed to: ​ ● Attracting great people into roles with a sense of purpose; ● Helping them realize their highest potential and make a real impact; and ● Supporting their ambitions throughout their career. Headcount As of December 31, 2024 and 2023, we had 2,340 and 2,196 employees, respectively.
Each of our three strategic pillars is further detailed below. ● Protect and grow our core business : We have identified existing opportunities in our core business where we believe we can increase market share, including regional intermediary distribution and good-performing smaller strategies. ● Amplify strengths not fully leveraged : Our research, portfolio management and client service strengths can be amplified with adjacent products, channels, geographies and vehicles (e.g., Institutional and Diversified Alternatives). ● Diversify where clients give us the right to win : We are seeking to expand our investment capabilities in areas where our clients are seeking more solutions from us and new investment capabilities that can open new client types (e.g., private credit and insurance). 3 Table of Contents Financial Highlights We present our financial results in accordance with accounting principles generally accepted in the United States of America (“U.S.
Each of our three strategic pillars is further detailed below. ● Protect and grow our core business : We have identified existing opportunities in our core business where we believe we can increase market share, including regional intermediary distribution and good-performing smaller strategies. ● Amplify strengths not fully leveraged : Our investment and client service strengths can be amplified with adjacent products, channels, geographies and vehicles (e.g., Institutional and development and expansion of other products). ● Diversify where clients give us the right to win : We are seeking to expand our investment capabilities in areas where our clients are seeking more solutions from us and new investment capabilities that can open new client types (e.g., private credit and emerging market debt). 3 Table of Contents Financial Highlights We present our financial results in accordance with accounting principles generally accepted in the United States of America (“U.S.
For this reason, we maintain a local presence in most of the markets in which we operate and provide investment material that takes into account local customs, preferences and language needs. We have a global distribution team of nearly 900 staff members.
For this reason, we maintain a local presence in most of the markets in which we operate and provide investment material that takes into account local customs, preferences and language needs. We have a global distribution team of approximately 400 staff members.
In 2023, approximately 88% of our employees responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from senior leaders to all employees. Managers and employees develop action plans to address topics of concern and continually improve our workplace.
In 2024, approximately 86% of our employees responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from senior leaders to all employees. Managers and employees develop action plans to address topics of concern and continually improve our workplace.
Further, failure to comply with such laws and regulations may provide the basis for civil litigation that may also result in significant costs and reputational harm to us. U.S. Regulation Certain of our U.S. subsidiaries are subject to laws and regulations from a number of government agencies and self-regulatory bodies, including the U.S. Securities and Exchange Commission (“SEC”), U.S.
Further, failure to comply with such laws and regulations may provide the basis for civil litigation that may also result in significant costs and reputational harm to us. 7 Table of Contents U.S. Regulation Certain of our U.S. subsidiaries are subject to laws and regulations from a number of government agencies and self-regulatory bodies, including the SEC, U.S.
Alternatives brings together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies. These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities, and Long/Short Equity. As of December 31, 2023, AUM in our Alternatives capability totaled $9.4 billion, or 3% of total AUM.
Alternatives brings together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies. These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities, Private Credit, and Long/Short Equity. As of December 31, 2024, AUM in our Alternatives capability totaled $13.5 billion, or 3% of total AUM.
These teams generally apply processes based on fundamental research and bottom-up stock picking. As of December 31, 2023, AUM in our Equities capability totaled $205.1 billion, or 61% of total AUM.
These teams generally apply processes based on fundamental research and bottom-up stock picking. As of December 31, 2024, AUM in our Equities capability totaled $229.4 billion, or 61% of total AUM.
We are a client-focused global business with approximately 2,200 employees worldwide and assets under management (“AUM”) of $334.9 billion as of December 31, 2023. We have operations in North America, the United Kingdom (“UK”), continental Europe, Latin America, Japan, Asia and Australia.
We are a client-focused global business with approximately 2,300 employees worldwide and assets under management (“AUM”) of $378.7 billion as of December 31, 2024. We have operations in North America, the United Kingdom (“UK”), continental Europe, Latin America, Japan, Asia and Australia.
Multi-Asset Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic asset allocation, as well as multiple adaptive asset allocation strategies. As of December 31, 2023, AUM in our Multi-Asset capability totaled $48.9 billion, or 15% of total AUM. Alternatives Our Alternatives capability includes teams with various areas of focus and approach.
Multi-Asset Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic asset allocation, as well as multiple adaptive asset allocation strategies. As of December 31, 2024, AUM in our Multi-Asset capability totaled $53.1 billion, or 14% of total AUM. Alternatives Our Alternatives capability includes teams with various areas of focus and approach.
Institutional Channel The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund clients and sovereign entities, with distribution direct to the plan sponsor and through consultants. At December 31, 2023, AUM in our institutional channel totaled $75.4 billion, or 22% of total AUM.
Institutional Channel The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund clients and sovereign entities, with distribution direct to the plan sponsor and through consultants. At December 31, 2024, AUM in our institutional channel totaled $81.2 billion, or 21% of total AUM.
The region includes a strong retail and institutional client base in the UK; strong relationships with global distributors in Continental Europe; and an organic build-out of our Latin America business, which is gaining momentum. As of December 31, 2023, total EMEA and Latin America AUM was $102.9 billion, and the region employed 155 and 230 investment and distribution professionals, respectively.
The region includes a strong retail and institutional client base in the UK; strong relationships with global distributors in Continental Europe; and an organic build-out of our Latin America business, which is gaining momentum. As of December 31, 2024, total EMEA and Latin America AUM was $104.8 billion, and the region employed 165 and 156 investment and distribution professionals, respectively.
The capabilities of these teams are available through individual strategies and, where appropriate, combined to create multi-strategy offerings. As of December 31, 2023, AUM in our Fixed Income capability totaled $71.5 billion, or 21% of total AUM.
The capabilities of these teams are available through individual strategies and, where appropriate, combined to create multi-strategy offerings. As of December 31, 2024, AUM in our Fixed Income capability totaled $82.7 billion, or 22% of total AUM.
The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
JHD is a limited-purpose broker-dealer, which acts as the general distributor and agent for the sale and distribution of shares of U.S. mutual funds that are sponsored by certain of our subsidiaries, as well as the distribution of certain exchange-traded products (“ETPs”) and other pooled investment vehicles. The SEC imposes various requirements on JHD’s operations, including disclosure, recordkeeping and accounting.
JHD is a limited-purpose broker-dealer, which acts as the general distributor and/or agent for the sale and distribution of shares of U.S. mutual funds that are sponsored by certain of our subsidiaries, as well as the distribution of certain exchange-traded products (“ETPs”) and other pooled investment vehicles.
Discussions between the EU and UK regarding equivalence of the EU and UK regulatory frameworks are ongoing. The way in which UK firms provide services in EEA member states may change depending on the outcome of these discussions.
Discussions between the EU and UK regarding equivalence of the EU and UK regulatory frameworks are ongoing. The way in which UK firms provide services in EEA member states may change depending on the outcome of these discussions. Luxembourg In Luxembourg, our subsidiary, Janus Henderson Investors Europe S.A.
Compliance with the AIFMD’s requirements may restrict AIF marketing and imposes compliance obligations in the form of remuneration policies; capital requirements; reporting requirements; leverage oversight; valuation; reporting stakes in EU companies; the domicile, duties and liability of custodians; and liquidity management.
Compliance with the AIFMD’s requirements may restrict AIF marketing and imposes compliance obligations in the form of remuneration policies; capital requirements; reporting requirements; leverage oversight; valuation; reporting stakes in EU companies; the domicile, duties and liability of custodians; and liquidity management. The UK has adopted the AIFMD rules principally via secondary legislation FCA rules.
At December 31, 2023, AUM in our intermediary channel totaled $183.4 billion, or 55% of total AUM. 4 Table of Contents Self-Directed Channel The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or directly with us. At December 31, 2023, AUM in our self-directed channel totaled $76.1 billion, or 23% of total AUM.
At December 31, 2024, AUM in our intermediary channel totaled $211.0 billion, or 56% of total AUM. 4 Table of Contents Self-Directed Channel The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or directly with us. At December 31, 2024, AUM in our self-directed channel totaled $86.5 billion, or 23% of total AUM.
Singapore In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct regulated activities in fund management and dealing in capital market products.
The investment strategies managed by JHEMPIL are private credit, private equity and regional real estate. Singapore In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct regulated activities in fund management and dealing in capital market products.
Year ended December 31, 2023 2022 2021 GAAP basis (in millions): 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 Adjusted basis (in millions): Revenue $ 1,645.9 $ 1,705.3 $ 2,212.9 Operating expenses $ 1,137.2 $ 1,128.6 $ 1,251.9 Operating income $ 508.7 $ 576.7 $ 961.0 Operating margin 30.9 % 33.8 % 43.4 % Net income attributable to JHG $ 435.2 $ 433.8 $ 739.5 Diluted earnings per share $ 2.63 $ 2.60 $ 4.26 Assets Under Management Our AUM by client type, capability and client location as of December 31, 2023, is presented below (in billions).
Year ended December 31, 2024 2023 2022 GAAP basis (in millions, except per share data): Revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 Operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 Operating income $ 645.7 $ 483.7 $ 489.8 Operating margin 26.1 % 23.0 % 22.2 % Net income attributable to JHG $ 408.9 $ 392.0 $ 372.4 Diluted earnings per share $ 2.56 $ 2.37 $ 2.23 Adjusted basis (in millions, except per share data): Revenue $ 1,940.8 $ 1,645.9 $ 1,705.3 Operating expenses $ 1,272.7 $ 1,137.2 $ 1,128.6 Operating income $ 668.1 $ 508.7 $ 576.7 Operating margin 34.4 % 30.9 % 33.8 % Net income attributable to JHG $ 563.7 $ 435.2 $ 433.8 Diluted earnings per share $ 3.53 $ 2.63 $ 2.60 Assets Under Management Our AUM by client type, capability and client location as of December 31, 2024, is presented below (in billions).
FINRA has established conduct rules for all securities transactions among broker-dealers and private investors, trading rules for the over-the-counter (“OTC”) markets and operational rules for its member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers. JHD is subject to regulation under state law.
The SEC imposes various requirements on registered broker-dealers’ operations, including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions among broker-dealers and private investors, trading rules for the over-the-counter (“OTC”) markets and operational rules for its member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.
Investment Advisory Laws and Regulations Our subsidiary, Janus Henderson Investors US LLC (“JHIUS”), is a registered investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and regulated by the SEC.
Investment Advisory Laws and Regulations Our subsidiaries, Janus Henderson Investors US LLC (“JHIUS”), Privacore Capital Advisors, LLC (“PCA”) and Victory Park Capital Advisors, LLC (“VPC”), are registered investment advisers under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and regulated by the SEC.
Investment Company Laws and Regulations Our subsidiary, JHIUS, acts as adviser or subadviser to mutual funds and ETFs, which are registered with the SEC pursuant to the Investment Company Act of 1940, as amended (“1940 Act”). Certain of our subsidiaries also serve as adviser or subadviser to investment products that are not required to be registered under the 1940 Act.
Investment Company Laws and Regulations Our subsidiaries, JHIUS and PCA, act as adviser or subadviser to mutual funds, ETFs and other types of registered investment companies, which are registered with the SEC pursuant to the Investment Company Act of 1940, as amended (“1940 Act”).
The UK has adopted the AIFMD rules principally via secondary legislation FCA rules. 9 Table of Contents UCITS are investment funds regulated at the EU level under the UCITS Directive V (“UCITS V”). UCITS are capable of being freely marketed throughout the EU on the basis of a single authorization in a member state — so-called passporting.
UCITS are investment funds regulated at the EU level under the UCITS Directive V. UCITS are capable of being freely marketed throughout the EU on the basis of a single authorization in a member state — so-called passporting.
JHIESA has been appointed management company of the following funds and fund structures: ● Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV; ● One AIF, incorporated under the laws of Luxembourg in the form of a SICAV; ● One UCITS fund, incorporated under the laws of Ireland in the form of an umbrella investment company with segregated liability between funds with variable capital; ● One AIF, incorporated under the laws of Ireland in the form of an open-ended unit trust; and ● One AIF, incorporated under the laws of Jersey in the form of an unregulated eligible investor fund.
JHIESA has been appointed management company of the following funds and fund structures: ● Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV; ● One UCITS umbrella fund, incorporated under the laws of Ireland in the form of an umbrella investment company with segregated liability between funds with variable capital; and ● One AIF umbrella fund, incorporated under the laws of Ireland in the form of an open-ended unit trust. 9 Table of Contents Jersey Janus Henderson Investors (Jersey) Limited is registered under Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business.
Corporate Information We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered address in Jersey, Channel Islands is 13 Castle Street, St Helier, Jersey JE1 1ES.
Corporate Information We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered address in Jersey, Channel Islands is 13 Castle Street, St Helier, Jersey JE1 1ES. Our principal business address is 201 Bishopsgate, London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818.
Contractors and other temporary employees are excluded in the tables below. 2023 Headcount Permanent Fixed-Term Worker Trainee Apprentice Total EMEA 980 31 11 11 1,033 North America 977 — — 1 978 Asia Pacific 174 9 2 — 185 Total 2,131 40 13 12 2,196 ​ 2022 Headcount Permanent Fixed-Term Worker Trainee Apprentice Total EMEA 965 32 6 15 1,018 North America 979 — — 2 981 Asia Pacific 168 13 1 — 182 Total 2,112 45 7 17 2,181 ​ Talent Acquisition We build our workforce from within our existing talent pool whenever possible.
Contractors and other temporary employees are excluded in the tables below. 2024 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 1,037 25 18 1,080 North America 1,065 — 3 1,068 Asia Pacific 183 7 2 192 Total 2,285 32 23 2,340 ​ 2023 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 980 31 22 1,033 North America 977 — 1 978 Asia Pacific 174 9 2 185 Total 2,131 40 25 2,196 ​ Talent Acquisition We build our workforce from within our existing talent pool whenever possible.
If we are unable to identify the right candidate for an open position from within, we look externally for the best talent. We search for candidates through a variety of different channels to ensure we access a diverse slate of candidates. Where possible, our internal talent acquisition team will source for this talent directly.
If we are unable to identify the right candidate for an open position from within, we look externally for the best talent. We search for candidates through a variety of different channels to ensure we access the highest potential candidates who will drive innovation and sustain our competitive edge.
For instance, the processing of personal information of California residents is subject to the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”).
Those laws and regulations reinforce, supplement and, in certain cases, extend beyond the federal laws and regulations in various respects. For instance, the processing of personal information of California residents is subject to the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”).
Another key regulator is the Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2006 (“AML/CFT Act”). 10 Table of Contents Hong Kong In Hong Kong, our subsidiary, Janus Henderson Investors Hong Kong Limited, is subject to the Securities and Futures Ordinance (“SFO”) and related legislation, which govern the securities and futures markets and regulate the offerings of investments to the public.
Another key regulator is the Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2006 (“AML/CFT Act”).
In addition, we expect state laws and regulations regarding these topics to continue to evolve and impose new and additional requirements.
While there is uncertainty regarding federal regulations on ESG disclosure under the new administration in the U.S., we expect state laws and regulations regarding these topics to continue to evolve and impose new and additional requirements.
This does not preclude the states from imposing registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning broker-dealers and their employees for engaging in misconduct. 8 Table of Contents Employee Retirement Income Security Act Certain of our subsidiaries are also subject to the Employee Retirement Income Security Act (“ERISA”) and related regulations to the extent they are considered fiduciaries under ERISA with respect to some of their investment advisory clients.
Employee Retirement Income Security Act Certain of our subsidiaries are also subject to the Employee Retirement Income Security Act (“ERISA”) and related regulations to the extent they are considered fiduciaries under ERISA with respect to some of their investment advisory clients.
In addition, the marketplace for investment products is rapidly changing, investors are becoming more sophisticated, the demand for and access to investment advice and information are becoming more widespread, passive investment strategies are becoming more prevalent, and more investors are demanding investment vehicles that are customized to their individual requirements. 7 Table of Contents We believe our ability to successfully compete in the investment management industry depends upon our ability to achieve consistently strong investment performance, provide exceptional client service, and develop and innovate products that will best serve our clients.
In addition, the marketplace for investment products is rapidly changing, investors are becoming more sophisticated, the demand for and access to investment advice and information are becoming more widespread, passive investment strategies are more prevalent, and more investors are demanding investment vehicles that are customized to their individual requirements.
Employee Compensation and Benefits Our compensation framework is designed to reward performance and reinforce the alignment of interests among our employees, clients and shareholders. We regularly review industry benchmark data and maintain competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive compensation for most of our employees is funded based on JHG profits.
We regularly review industry benchmark data and maintain competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive compensation for most of our employees is funded based on JHG profits. While individual awards are fully discretionary, performance assessments take into account financial and strategic (non-financial) factors, including company, department, team and individual performance.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to our foreign subsidiaries. These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of assets be kept in relatively liquid form.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to our foreign subsidiaries.
EMEA and Latin America Our EMEA (“Europe, the Middle East and Africa”) and Latin America region serves clients throughout the UK and Continental Europe and supports our evolving business in Latin America and the Middle East.
As of December 31, 2024, total North America AUM was $236.8 billion, and we employed 173 and 190 investment and distribution professionals, respectively. EMEA and Latin America Our EMEA (“Europe, the Middle East and Africa”) and Latin America region serves clients throughout the UK and Continental Europe and supports our evolving business in Latin America and the Middle East.
For a few roles, we will engage the support of external recruitment consultants or search firms, whose values and methods of recruitment align with our goals of finding the best talent in the market.
Where necessary, we will engage the support of external recruitment consultants or search firms, whose values and methods of recruitment align with our goals of finding the best talent in the market. ​ Professional Development ​ We are committed to helping people realize their highest potential and fostering a culture that prioritizes and supports personal and professional development for individuals, leaders and teams across the organization.
Jersey Janus Henderson Investors (Jersey) Limited is registered under Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business. The company was established to operate a fund management business in Jersey, providing portfolio management services to funds and segregated mandates.
The company was established to operate a fund management business in Jersey, providing portfolio management services to funds and segregated mandates. The company is authorized and supervised by the Jersey Financial Services Commission in respect of its activities. Switzerland Janus Henderson Investors (Schweiz) AG (“JHI Schweiz”) is regulated by the Swiss Federal Act on Financial Services (“FinSA”).
As of December 31, 2023, Asia Pacific AUM was $33.4 billion, and the region employed 43 and 68 investment and distribution professionals, respectively. 5 Table of Contents Human Capital With nearly 2,200 employees worldwide, we are proud of our global presence and diversity.
As of December 31, 2024, Asia Pacific AUM was $37.1 billion, and the region employed 42 and 73 investment and distribution professionals, respectively. 5 Table of Contents Human Capital With approximately 2,300 employees worldwide, we are proud of our global presence and our wide array of backgrounds and viewpoints, alongside a broad range of skills and experiences, are critical to achieving our purpose of Investing in a Brighter Future Together.
The CFTC or NFA may institute proceedings to enforce applicable rules and regulations, and violations may result in fines, censure or the termination of CPO and/or CTA registration and NFA membership. Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was signed into law in July 2010.
The CFTC or NFA may institute proceedings to enforce applicable rules and regulations, and violations may result in fines, censure or the termination of CPO and/or CTA registration and NFA membership. State Laws and Regulations As reflected above, certain of our activities, products, entities and employees are also subject to state laws and regulations.
The federal securities laws prohibit states from imposing substantive requirements on broker-dealers that exceed those under federal law.
JHD is subject to regulation under state law. The federal securities laws prohibit states from imposing substantive requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning broker-dealers and their employees for engaging in misconduct.
While individual awards are fully discretionary, performance assessments take into account financial and strategic (non-financial) factors, including company, department, team and individual performance. The ongoing health and well-being of our employees is important to us, and the inclusive benefits we provide enable employees and their families to achieve healthy, balanced and happy lifestyles.
The ongoing health and well-being of our employees is important to us, and we offer a wide array of benefits, resources and tools to help our employees and their families to live healthy, balanced and happy lifestyles.
Our employees are committed to achieving our purpose, and their values and actions align to JHG’s values: Clients come first, always; Execution supersedes intention; Together we win; Diversity improves results; and Truth builds trust.
We aim to create a workplace characterized by accountability, excellence and innovation by living our Values — Clients Come First - Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results and Truth Builds Trust — and to encourage a sense of belonging and common objective across our employee base. Our people-focused culture is driven by collaboration and connection.
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As of December 31, 2023, total North America AUM was $198.6 billion, and we employed 143 and 244 investment and distribution professionals, respectively, across this region.
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Where possible, our internal talent acquisition team will source for this talent directly.
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It is through the diversity of our people — whose varied skills, backgrounds and cultures shape our outlook — that we can explore unique avenues and uncover opportunities unseen by others in our industry. Our people-focused culture is driven by collaboration and connection.
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For many years, we have believed that organizations, and the clients they serve, benefit greatly from a diversity of viewpoints, experiences and backgrounds. That diversity of thought leads to better business decision making for our clients and their clients.
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Our Talent Acquisition team strives to source a diverse candidate pool for every open position with the goal of creating a workforce that reflects the communities in which we operate. ​ Professional Development ​ We are committed to helping people realize their highest potential and fostering a culture that prioritizes and supports personal and professional development for individuals, leaders and teams across the organization.
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We believe that diversification of viewpoints among our people is just as important as diversification within our investment portfolios and helps to produce the best results, outcomes and service for our global client base. ​ Employee Compensation and Benefits Our compensation framework is designed to recognize great work and reinforce the alignment of interests among our employees, clients and shareholders.
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DEI efforts are about valuing our differences and continually identifying ways to improve our cultural intelligence, which ultimately leads to better decision-making and a more tailored client experience. ​ Our recent accomplishments include the following: ​ ● Continued to foster a diverse workforce where: o 38% of employees globally are women and o 22% of employees globally are ethnically diverse; ● Increased the number of employees that identify as having a disability from 7% to 8%; ● Enhanced our global parental leave policy and leave pay; ● Streamlined our job descriptions to remove unintended barriers and created them for the skill sets needed for tomorrow; ● Facilitated over 35 sessions focused on topics such as neurodiversity, allyship, sign language, single parenting, belonging and mental health support for employees in the workplace; ● Achieved a DEI Employee Engagement score of 85%, which is aligned with the 75th percentile New Measures industry benchmark; ● Recognized by Bloomberg Gender Equality, LGBT Great and Human Rights Campaign Foundation Index for our transparent and inclusive practices and received 100% on the Human Rights Campaign Foundation Index; ● Implemented interview training for hiring managers and reinforced our commitment to having diverse interview panels and candidates for open roles; and ● Globally, our base pay gender pay gap has continued to improve year-over-year but our mean bonus gap slightly increased due to outperformance in a specific portion of our investor base with low female representation.
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We believe our ability to successfully compete in the investment management industry depends upon our ability to achieve consistently strong investment performance, provide exceptional client service, and develop and innovate products that will best serve our clients.
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The Dodd-Frank Act established enhanced regulatory requirements for non-bank financial institutions designated as systemically important financial institutions (“SIFI”) by the Financial Stability Oversight Council (“FSOC”). In April 2012, the FSOC issued a final rule and interpretive guidance related to the process by which it will designate non-bank financial companies, potentially including large asset managers, as SIFI.
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While the nature, pace and scope of regulatory change and enforcement may change, it will remain an area of uncertainty and potential risk and cost for us and other regulated entities.
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Since that time, the FSOC has considered and invited comments on the circumstances under which asset managers might present risks to financial stability. While the FSOC still retains discretion to designate asset managers as SIFI, it has not named any non-bank asset managers as SIFI to date.
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Certain of our subsidiaries, such as JHIUS and VPC, also serve as adviser or subadviser to investment products that are not required to be registered under the 1940 Act.
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If we were designated a SIFI, we would be subject to enhanced prudential measures, which could include capital and liquidity requirements, leverage limits, enhanced public disclosures and risk management requirements, annual stress testing by the Federal Reserve, credit exposure and concentration limits, and supervisory and other requirements. These heightened regulatory requirements could adversely affect our business and operations.
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JHI Schweiz performs fund distribution of JHG funds in Switzerland and acts as the Swiss Representative Office for one of the JHG UK-authorized investment managers when marketing investment management services to Swiss investors.
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State Laws and Regulations As reflected above, certain of our activities, products, entities and employees are also subject to state laws and regulations. Those laws and regulations reinforce, supplement and, in certain cases, extend beyond the federal laws and regulations in various respects.
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Under FinSA, the main requirements for JHI Schweiz are the affiliation to an ombudsman’s office, the client adviser registration, compliance manual, certain disclosures to investors and client segmentation. United Arab Emirates Janus Henderson Emerging Markets Private Investments Limited (“JHEMPIL”) is authorized and regulated by the Financial Services Regulatory Authority (“FSRA”) in the Abu Dhabi Global Market (“ADGM”) financial center.
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For a discussion of the risks associated with the UK’s withdrawal from the EU, refer to Part I, Item 1A, Risk Factors, including the risk factor titled, “The exit of the UK from the EU could adversely impact our business, results of operations and financial condition.” Luxembourg In Luxembourg, our subsidiary, Janus Henderson Investors Europe S.A.
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JHEMPIL conducts the regulated activities of managing collective investment funds, arranging deals in investments and advising on investments or credit.
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The company is authorized and supervised by the Jersey Financial Services Commission in respect of its activities.
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JHEMPIL is subject to the ADGM legal framework which includes the Abu Dhabi Law No 4 of 2013, which sets out the governance, legislative and regulatory framework and activities to be carried on in the ADGM and the Financial Services and Markets Regulations, which establishes the legislative and regulatory framework for financial services in ADGM.
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ESG and Climate Disclosure Regulations ESG topics and climate-related disclosures continue to be the focus of increased regulatory scrutiny across jurisdictions. In the U.S., the SEC has proposed climate disclosure rules to require public issuers to include enhanced disclosure regarding corporate climate-related information in their periodic reports and registration statements.
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Hong Kong In Hong Kong, our subsidiary, Janus Henderson Investors Hong Kong Limited, is subject to the Securities and Futures Ordinance (“SFO”) and related legislation, which govern the securities and futures markets and regulate the offerings of investments to the public.
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Our principal business address is 201 Bishopsgate, London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818. 11 Table of Contents
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These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of assets be kept in relatively liquid form. 10 Table of Contents ESG and Climate Disclosure Regulations ESG topics and climate-related disclosures continue to be the focus of increased regulatory scrutiny across jurisdictions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile COVID-19 did not have a material adverse effect on our business, operations and financial results during the year ended December 31, 2023, the extent to which the pandemic and other epidemics or pandemics impact our business, operations and financial results in the future will depend on numerous factors that we may not be able to accurately predict, including the duration and scope of the pandemic; governmental, business and individuals’ actions taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; and the effect on our ability to sell and provide our services. 16 Table of Contents Operational and Technology Risks ​ We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and confidential information against cyberattacks or other security breaches or if our business processes are not sufficiently resilient.
Biggest changeOperational and Technology Risks ​ We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and confidential information against cyberattacks or other security breaches, or if our business processes are not sufficiently resilient.
In addition, such transactions typically involve a number of risks and present financial, managerial and operational challenges, including: ● Difficulties in the integration of acquired businesses into our operations and control environment (including our risk management policies and procedures); ● Assumed or unforeseen liabilities that arise in connection with the acquired businesses; ● Disputes with counterparties, including the possible failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses; ● Adverse effects on our earnings if acquired intangible assets or goodwill become impaired; and ● The possible need for us to increase our firm's leverage or, if we issue equity securities to pay for acquisitions, dilute the holdings of our existing shareholders.
Such transactions typically involve a number of risks and present financial, managerial and operational challenges, including: ● Difficulties in the integration of acquired businesses into our operations and control environment (including our risk management policies and procedures); ● Assumed or unforeseen liabilities that arise in connection with the acquired businesses; ● Disputes with counterparties, including the possible failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses; ● Adverse effects on our earnings if acquired intangible assets or goodwill become impaired; and ● The possible need for us to increase our firm's leverage or, if we issue equity securities to pay for acquisitions, dilute the holdings of our existing shareholders.
Should we, or any of our critical service providers, experience a significant local or regional disaster or other event that disrupts business continuity, such as an earthquake, hurricane, tsunami, terrorist attack, epidemic or pandemic, or other natural or man-made disaster, our continued success will depend in part on the safety and availability of our personnel, our office facilities and the proper functioning of our technology, computer, telecommunications and other systems and operations that are critical to our business.
Should we, or any of our critical service providers, experience a significant local or regional disaster or other event that disrupts business continuity, such as an earthquake, hurricane, tsunami, wildfire, terrorist attack, epidemic or pandemic, or other natural or man-made disaster, our continued success will depend in part on the safety and availability of our personnel, our office facilities and the proper functioning of our technology, computer, telecommunications and other systems and operations that are critical to our business.
Additionally, we compete with investment management companies on the basis of investment performance, fees, diversity of products, distribution capability, scope and quality of services, reputation and the ability to develop new investment products to meet the changing needs of investors. Failure to adequately compete could adversely affect our AUM, results of operations and financial condition.
Additionally, we compete with investment management companies on the basis of investment performance, fees, diversity of products, distribution capability, scope and quality of services, reputation and the ability to develop new investment products to meet the changing needs and preferences of investors. Failure to adequately compete could adversely affect our AUM, results of operations and financial condition.
As a result, we and our managed funds and accounts may be exposed to credit, operational or other risk in the event of a default by a counterparty or client, or in the event of other unrelated systemic market failures. Business and Strategic Risks We operate in a highly competitive environment, and revenue from fees may be reduced.
As a result, we and our managed funds and accounts may be exposed to credit, operational or other risks in the event of a default by a counterparty or client, or in the event of other unrelated systemic market failures. Business and Strategic Risks We operate in a highly competitive environment, and revenue from fees may be reduced.
Laws and regulations applied at the international, national, state or provincial and local levels generally grant governmental agencies and industry self-regulatory authorities' broad administrative discretion over our activities, including the power to limit or restrict our business activities; conduct examinations, risk assessments, investigations and capital adequacy reviews; and impose remedial programs to address perceived deficiencies.
Laws and regulations applied at the international, national, state or provincial, and local levels generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities, including the power to limit or restrict our business activities; conduct examinations, risk assessments, investigations and capital adequacy reviews; and impose remedial programs to address perceived deficiencies.
Such risks may include extreme weather events, rising sea levels and changes in temperature, which may damage infrastructure and facilities, as well as disrupt connectivity or supply chains. Climate-related transition risks arise from our exposure to the transition to a lower-carbon economy through policy, regulatory, technology and market changes.
Such risks may include extreme weather events, rising sea levels, water scarcity, and changes in temperature, which may damage infrastructure and facilities, as well as disrupt connectivity or supply chains. Climate-related transition risks arise from our exposure to the transition to a lower-carbon economy through policy, regulatory, technology and market changes.
Declines in the fixed income markets, or in the market segments in which our investment products are concentrated, have in the past, and could in the future, cause our AUM to decrease. ​ ● Investment performance . Our investment performance, along with achieving and maintaining superior distribution and client services, is critical to the success of our business.
Declines in the fixed income markets, or in the market segments in which our investment products are concentrated, have in the past, and could in the future, cause our AUM to decrease. ​ ● Investment performance . Our investment performance, along with achieving and maintaining superior distribution and client service, is critical to the success of our business.
The termination of, or failure to renew, one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial condition. 15 Table of Contents Our expenses are subject to fluctuations that could materially affect our operating results.
The termination of, or failure to renew, one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial condition. 14 Table of Contents Our expenses are subject to fluctuations that could materially affect our operating results.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and may increase our borrowing costs. Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depend significantly on our credit ratings and credit outlook.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and may increase our borrowing costs. Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depends significantly on our credit ratings and credit outlook.
In addition, the loss of key personnel or significant investment management professionals could reduce the attractiveness of our products to current and potential clients and adversely affect our revenues and profitability. ​ 12 Table of Contents Volatility and disruption of the capital and credit markets, and adverse changes in the global economy, may significantly affect our results of operations and may put pressure on our financial results.
In addition, the loss of key personnel or significant investment management professionals could reduce the attractiveness of our products to current and potential clients and adversely affect our revenues and profitability. ​ Volatility and disruption of the capital and credit markets, and adverse changes in the global economy, may significantly affect our results of operations and may put pressure on our financial results.
Persistent or repeated incidents involving conflicts of interest, circumvention of policies and controls, fraud or insider trading could have a materially adverse impact on our reputation and could lead to costly regulatory inquiries. 17 Table of Contents Our business is also highly dependent on the integrity, security and reliability of our information technology systems and infrastructure.
Persistent or repeated incidents involving conflicts of interest, circumvention of policies and controls, fraud or insider trading could have a materially adverse impact on our reputation and could lead to costly regulatory inquiries. Our business is also highly dependent on the integrity, security and reliability of our information technology systems and infrastructure.
Acquisitions also pose the risk that any business we acquire may lose customers, intermediaries or employees or could under-perform relative to growth expectations or expected synergies from the acquired businesses. Additionally, the loss of investment personnel poses the risk that we may lose the AUM we expected to manage, which could adversely affect our results of operations.
Acquisitions also pose the risk that any business we acquire may lose customers, intermediaries or employees or could underperform relative to growth expectations or expected synergies from the acquired businesses. Additionally, the loss of investment personnel poses the risk that we may lose the AUM we expected to manage, which could adversely affect our results of operations.
We operate in an industry that is subject to extensive, complex, overlapping and sometimes conflicting regulation and supervision around the world, and any enforcement action or changes in the laws or regulations governing our business could adversely affect our AUM, results of operations or financial condition.
Legal and Regulatory Risks We operate in an industry that is subject to extensive, complex, overlapping and sometimes conflicting regulation and supervision around the world, and any enforcement action or changes in the laws or regulations governing our business could adversely affect our AUM, results of operations or financial condition.
We generate a substantial portion of our revenue in Great British pounds (“GBP”), euro (“EUR”) and Australian dollars (“AUD”).
We generate a substantial portion of our revenue in Great British pounds (“GBP”), euros (“EUR”) and Australian dollars (“AUD”).
Fixed income investment products may decline in value as a result of various factors, principally increases in interest rates (partly due to inflationary expectations), changes in currency exchange rates, changes in relative yield among instruments with different maturities, geopolitical and general economic risks, available liquidity in the markets in which a security trades, an issuer’s actual or perceived creditworthiness, or an issuer’s ability to meet its obligations.
Fixed income securities may decline in value as a result of various factors, principally increases in interest rates (partly due to inflationary expectations), changes in currency exchange rates, changes in relative yield among instruments with different maturities (including as a result of shifts in the U.S. treasury yield curve), geopolitical and general economic risks, available liquidity in the markets in which a security trades, an issuer’s actual or perceived creditworthiness, or an issuer’s ability to meet its obligations.
With respect to investment management agreements with U.S. mutual funds, these agreements may be terminated by either party with notice, or in the event of an “assignment” (as defined in the Investment Company Act), and must be approved and renewed annually by the independent members of each fund’s board of directors or trustees or its shareholders, as required by law.
We also manage our U.S. mutual funds under management agreements that may be terminated by either party with notice, or in the event of an “assignment” (as defined in the Investment Company Act), and must be approved and renewed annually by the independent members of each fund’s board of directors or trustees or its shareholders, as required by law.
Equity securities may decline in value as a result of many factors, including an issuer’s actual or perceived financial condition and growth prospects, investor perception of an industry or sector, changes in currency exchange rates, changes in regulations, inflation, and geopolitical and economic risks.
Equity securities may decline in value as a result of many factors, including an issuer’s actual or perceived financial condition and growth prospects, investor perception of an industry or sector, changes in currency exchange rates, changes in regulations, inflation, labor disputes or shortages, supply chain issues, natural disasters, and geopolitical and economic risks.
In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many different counterparties, and routinely execute transactions with counterparties across the financial industry.
We could be impacted by counterparty or client defaults. In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many different counterparties, and routinely execute transactions with counterparties across the financial industry.
Declines in the equity markets, or in the market segments in which our investment products are concentrated, have in the past, and could in the future, cause our AUM to decrease. ​ ● Declines in fixed income markets .
Declines in the equity markets, or in the market segments in which our investment products are concentrated, have in the past, and could in the future, cause our AUM to decrease. ​ ● Declines in fixed income markets . Fixed income investment products also constitute a large portion of our AUM.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our results of operations. At December 31, 2023, our goodwill and intangible assets totaled $3,721.6 million.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our results of operations. At December 31, 2024, our goodwill and intangible assets totaled $4,023.7 million.
There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices or other terms, have sufficient capital resources to accomplish our strategy or be successful in entering into agreements for strategic transactions.
There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices or other terms, have sufficient capital resources to accomplish our strategy or be successful in entering into agreements for strategic transactions. We have made acquisitions and divestitures in the past and may pursue similar transactions in the future.
Local regulatory environments may vary widely in terms of scope, adequacy and sophistication. Moreover, regulators in non-U.S. jurisdictions could change their policies or laws in a manner that might restrict or otherwise impede our ability to distribute or authorize products or maintain our authorizations in their respective markets.
Moreover, regulators in non-U.S. jurisdictions could change their policies or laws in a manner that might restrict or otherwise impede our ability to distribute or authorize products or maintain our authorizations in their respective markets.
For example, Russia’s invasion of Ukraine and the conflict between Israel and Hamas have significantly impacted the global economy and financial markets and may continue to have an adverse impact on our investment performance and flows in certain products.
For example, the ongoing conflicts in Ukraine and the Middle East have significantly impacted the global economy and financial markets and may continue to have an adverse impact on our investment performance and flows in certain products.
Further actions by regulatory authorities could include new rules and requirements that may be applicable to us, the effect of which could have additional adverse consequences to our business, results of operations or financial condition. The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms, including investment managers.
Further actions by regulatory authorities could include new rules and requirements that may be applicable to us, the effect of which could have additional adverse consequences to our business, results of operations or financial condition.
Moreover, fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings, and additional fiduciary or other regulations could lead to further changes, potentially resulting in reduced distribution of certain of our products. Our inability to access clients through third-party distribution channels could adversely affect our business prospects, AUM, results of operations and financial condition.
Moreover, fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings, and additional fiduciary or other regulations could lead to further changes, potentially resulting in reduced distribution of certain of our products.
Jersey Company Risks Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
In addition, changes to tax laws or income tax rates could materially impact our tax provision, cash tax liability, deferred income tax balances and effective tax rate. 18 Table of Contents Jersey Company Risks Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new constraints or costs, including the investment of significant management time and resources in order to satisfy new regulatory requirements or to compete in a changed business environment. 19 Table of Contents Regulators may impose increased capital requirements on our subsidiaries, which could negatively impact our ability to return capital or pay dividends to our shareholders and adversely affect our results of operations and financial condition.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new constraints or costs, including the investment of significant management time and resources in order to satisfy new regulatory requirements or to compete in a changed business environment.
In addition, the annual review of investment management agreements with U.S. mutual funds, as required by law, could result in a reduction in our advisory fee revenues.
U.S. mutual funds, investment funds or other investors may choose to exercise such termination rights at any time. The annual review of investment management agreements with U.S. mutual funds, as required by law, could result in a reduction in our advisory fee revenues.
These include the Dodd-Frank Act and regulations related to private funds, cybersecurity risk management, shortening the securities transaction settlement cycle, the investment company names rule, ESG disclosures for investment advisers and investment companies, outsourcing and fund liquidity risk management programs, swing pricing and money market fund reforms.
These include the Dodd-Frank Act, ERISA fiduciary obligations, cybersecurity risk management, the investment company names rule, ESG disclosures for investment advisers and investment companies, outsourcing and fund liquidity risk management programs, and swing pricing.
Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions and other withdrawals from the funds and accounts we manage.
No assurance can be given that past or present investment performance in the investment products we manage is indicative of future performance. 11 Table of Contents Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions and other withdrawals from the funds and accounts we manage.
Due to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other information security event, including those arising from the use of mobile technology, a third-party cloud environment or AI applications.
In addition, although we maintain insurance coverage that may, subject to terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses, such as litigation costs or financial losses that exceed our policy limits or are not covered under any of our current insurance policies. 15 Table of Contents Due to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other information security event, including those arising from the use of mobile technology, a third-party cloud environment or AI applications.
The aggressive pace, scope and complexity of regulatory change place additional demands on resources and introduces additional operational strains, which may impact our ability to fully and timely satisfy those regulatory requirements or constrain our ability to pursue other strategic projects and business priorities.
The aggressive pace, scope and complexity of regulatory change place additional demands on resources and introduce additional operational strains, which may impact our ability to fully and timely satisfy those regulatory requirements or constrain our ability to pursue other strategic projects and business priorities. 17 Table of Contents In the U.S., government agencies like the SEC have proposed or adopted several new regulations that have increased our regulatory burdens and related compliance costs.
Regulators typically have broad discretion to impose increased regulatory capital requirements on the regulated entities within their jurisdiction. It is possible that the regulatory capital requirements that currently apply to our subsidiaries could be increased.
It is possible that the regulatory capital requirements that currently apply to our subsidiaries could be increased.
We will continue to monitor any direct and indirect impacts of these circumstances on our business, financial results and operations, although it is not possible to predict the broader consequences of these ongoing conflicts at this time. 14 Table of Contents In addition, international trading markets, particularly in some emerging market countries, are often smaller, less liquid, less regulated and significantly more volatile than those in the U.S.
We will continue to monitor any direct and indirect impacts of these circumstances on our business, financial results and operations, although it is not possible to predict the broader consequences of these ongoing conflicts at this time.
The global scope of our business subjects us to market-specific political, economic and other risks that may adversely impact our revenue and income generated overseas.
Our inability to access clients through third-party distribution channels could adversely affect our business prospects, AUM, results of operations and financial condition. 13 Table of Contents The global scope of our business subjects us to market-specific political, economic and other risks that may adversely impact our revenue and income generated overseas.
Any delays, errors or inaccuracies in pricing information, processing client transactions or providing reports, and any other inadequacies in other client service functions could impact client relationships, result in financial losses and potentially give rise to regulatory actions and claims against us.
Any delays, errors or inaccuracies in pricing information, processing client transactions, or providing reports, and any other inadequacies in other client service functions could impact client relationships, result in financial losses and potentially give rise to regulatory actions and claims against us. 16 Table of Contents We depend on third-party service providers and other key vendors for various fund administration, accounting, custody, risk analytics, market data, market indices and transfer agent roles, and other distribution and operational needs.
Fluctuations in the exchange rates to the USD have adversely affected, and may continue to adversely affect, our financial results from one period to the next.
Fluctuations in the exchange rates to the USD have adversely affected, and may continue to adversely affect, our financial results from one period to the next. In addition, there is risk associated with the foreign exchange revaluation of balances held by certain of our subsidiaries for which the local currency is different from our functional currency.
Eventual exposures from and expenses incurred relating to any examinations, investigations, litigation and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability and financial results.
Among other things, such matters may result in substantial fines, censure, legal damages, suspension of personnel, revocation of licenses and reputational damage, which may reduce our sales and increase redemptions. Eventual exposures from and expenses incurred relating to any examinations, investigations, litigation and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability and financial results.
We may also provide substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract outside investment in the product. A decline in the valuation of these seeded investments could negatively impact our earnings and financial condition. We could be adversely impacted by changes in assumptions used to calculate pension assets and liabilities.
A decline in the valuation of these seeded investments could negatively impact our earnings and financial condition. 12 Table of Contents We could be adversely impacted by changes in assumptions used to calculate pension assets and liabilities. We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group Pension Scheme (“UK Pension Scheme”).
We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group Pension Scheme (“UK Pension Scheme”). The UK Pension Scheme operates a number of defined benefit sections, which closed to new entrants on November 15, 1999, and a money purchase section.
The UK Pension Scheme operates a number of defined benefit sections, which closed to new entrants on November 15, 1999, and a money purchase section. As of December 31, 2024, the UK Pension Scheme had a net pension asset of $68.3 million.
From time to time, we receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and investigations in connection with our business activities. In addition, from time to time, we are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive process.
In addition, from time to time, we are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive process. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.
In addition, volatility in global financial and capital markets may also affect our ability to access the capital markets in a timely manner. 18 Table of Contents Legal and Regulatory Risks Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.
Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results. From time to time, we receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and investigations in connection with our business activities.
In addition, a breach of these investment guidelines or requirements could result in regulatory investigation, censure and/or fines. The exit of the UK from the EU could adversely impact our business, results of operations and financial condition.
In addition, a breach of these investment guidelines or requirements could result in regulatory investigation, censure and/or fines. We may be subject to claims of lack of suitability.
In addition, performance fees subject our revenue to increased volatility. No assurance can be given that past or present investment performance in the investment products we manage is indicative of future performance.
In addition, performance fees subject our revenue to increased volatility.
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As of December 31, 2023, the UK Pension Scheme had a net pension asset of $85.3 million.
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We may also provide substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract outside investment in the product.
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In addition, there is risk associated with the foreign exchange revaluation of balances held by certain of our subsidiaries for which the local currency is different from our functional currency. 13 Table of Contents We could be impacted by counterparty or client defaults.
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In addition, technological advancements in our industry, including with respect to AI and machine learning technologies, could result in increased demand and competition for qualified professionals with such skills and technological knowledge.
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We derive revenue from investment management agreements with investment funds, institutional investors and other investors.
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In addition, international trading markets, particularly in some emerging market countries, are often smaller, less liquid, less regulated and significantly more volatile than those in the U.S. Local regulatory environments may vary widely in terms of scope, adequacy and sophistication.
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In addition, the board of directors or trustees of certain investment funds and institutional and other investors generally may terminate their investment management agreements upon written notice for any reason and without penalty. U.S. mutual funds, investment funds or other investors may choose to exercise such termination rights at any time.
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We derive revenue from investment management agreements with investment funds, institutional investors and other investors. These agreements generally provide investors or, in some cases, the independent directors of applicable investment funds, with significant latitude to terminate such contracts, withdraw funds or liquidate funds, or to remove Janus Henderson as a fund's investment advisor (or equivalent).
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Our business and operations are subject to adverse effects from the outbreak and spread of contagious diseases, such as COVID-19, and such adverse effects may continue. The outbreak and spread of COVID-19, a highly transmissible and pathogenic disease, resulted in a widespread national and global public health crisis and created significant volatility, uncertainty and economic disruption.
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Initiatives to upgrade our information technology systems and business processes involve many risks, and our failure to execute these upgrades successfully could have an adverse impact on our business. From time to time, we undertake significant projects to upgrade our information technology systems and business processes intended to optimize our operational and financial performance.
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In addition, although we maintain insurance coverage that may, subject to terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses, such as litigation costs or financial losses that exceed our policy limits or are not covered under any of our current insurance policies.
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Transitioning to these new or upgraded systems and processes may require significant capital investments and personnel resources. These projects may be subject to cost overruns and delays, and the transition to these new or upgraded systems and processes may cause disruptions in our daily business operations.
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We depend on third-party service providers and other key vendors for various fund administration, accounting, custody, risk analytics, market data, market indices and transfer agent roles, and other distribution and operational needs.
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There is also no guarantee that we will realize the anticipated synergies and benefits related to these initiatives. Any material disruptions in our information technology systems or business processes could have a material adverse effect on our business.
Removed
Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. Among other things, such matters may result in substantial fines, censure, legal damages, suspension of personnel, revocation of licenses and reputational damage, which may reduce our sales and increase redemptions.
Added
In addition, volatility in global financial and capital markets may also affect our ability to access the capital markets in a timely manner.
Removed
In the U.S., government agencies like the SEC have proposed or adopted several new regulations that have increased our regulatory burdens and related compliance costs.
Added
In addition, there remains uncertainty about the ultimate impact of recent changes to the leadership within the U.S. government under the current administration, including changes to policy or priorities that could impact the current regulatory landscape. The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms, including investment managers.
Removed
The UK’s withdrawal from the EU occurred on January 31, 2020, and following a transition period, the UK and the EU agreed to a Trade and Cooperation Agreement on December 24, 2020 (“TCA”), which governs the UK’s relationship with the EU.
Added
Regulators may impose increased capital requirements on our subsidiaries, which could negatively impact our ability to return capital or pay dividends to our shareholders and adversely affect our results of operations and financial condition. Regulators typically have broad discretion to impose increased regulatory capital requirements on the regulated entities within their jurisdiction.
Removed
While the TCA regulates a number of important areas, significant parts of the UK economy are not addressed in detail, including the services sector, which represents the largest component of the UK economy. A number of issues have been the subject of further bilateral negotiations.
Removed
One of the subjects of these negotiations has been a Memorandum of Understanding (“MoU”) between the EU and UK covering financial services, which was signed on June 27, 2023. The MoU established a cooperative framework, focusing on shared objectives and creating a forum for official market dialogue, rather than a roadmap to restore pre-Brexit mutual freedoms.
Removed
The new relationship between the UK and the EU remains uncertain and could in the short term, and possibly for longer, cause disruptions to, and create uncertainty in, the UK and European economies; prejudice to financial services businesses such as ours that are conducting business in the EU and that are based in the UK; legal uncertainty regarding achievement of compliance with applicable financial and commercial laws and regulations; and the unavailability of timely information as to expected legal, tax and other regimes.
Removed
A failure to reach an agreement for a sustainable and practical financial services regulatory relationship between the UK and the EU, whether on the basis of equivalence, mutual recognition or otherwise, could harm our operations and returns.
Removed
To date, neither the EU nor UK have granted one another meaningful forms of market access, leaving financial services firms wishing to service either market to set up local operations with suitable regulatory licenses or to operate under exemptions from licensing requirements.
Removed
Accordingly, and notwithstanding steps we took prior to the UK’s withdrawal from the EU and the end of the Transition Period, we may incur additional costs due to having to relocate or augment activities within the EU and carry out any related restructuring, as well as incur additional costs to address potential new impediments to conducting EU business.
Removed
These and related issues, or a decline in trade between the UK and the EU, could affect the attractiveness of the UK as a global investment center and could have a detrimental impact on UK economic growth.
Removed
Although we have a diverse international customer base, our results could be adversely affected by the market impacts of reduced UK economic growth and greater volatility in currency exchange rates and interest rates.
Removed
The full effects of Brexit remain uncertain, and Brexit may result in divergent laws, regulations and licensing requirements for any operations we conduct or may conduct in the UK or EU in the future.
Removed
Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial condition. ​ We may not effectively manage risks associated with the replacement of benchmark indices.
Removed
The withdrawal and replacement of widely used benchmark indices, such as the London Interbank Offered Rate (“LIBOR”), with alternative benchmark rates introduce a number of risks for our business, our clients and the financial services industry more widely.
Removed
These risks include: ● Legal implementation risks, as extensive changes to documentation for new and existing clients and transactions may be required; ● Financial risks, arising from any changes in the valuation of financial instruments linked to benchmark indices; ● Pricing risks, as changes to benchmark indices could impact pricing mechanisms on some instruments; ● Operational risks, due to the potential requirement to adapt information technology systems, trade reporting infrastructure and operational processes; and ● Conduct risks, relating to communications with a potential impact on customers and engagement with customers during the transition away from benchmark indices such as LIBOR. 20 Table of Contents The publication of non-USD LIBOR and one-week and two-month USD LIBOR ceased after December 31, 2021, and the remaining USD LIBOR tenors ceased after June 30, 2023.
Removed
As a result of LIBOR’s phase-out, our credit facility was amended to incorporate the Secured Overnight Financing Rate (“SOFR”) as the successor rate to USD LIBOR and the Sterling Overnight Index Average (“SONIA”) as the successor rate to GBP LIBOR. There are significant differences between how LIBOR and SOFR or SONIA are calculated, which could result in increased borrowing costs.
Removed
It is not currently possible to determine precisely to what extent the withdrawal and replacement of LIBOR will affect us. However, the replacement of LIBOR with alternative benchmark rates may have an adverse effect on our business, results of operations or financial condition. We may be subject to claims of lack of suitability.
Removed
In addition, changes to tax laws or income tax rates could materially impact our tax provision, cash tax liability, deferred income tax balances and effective tax rate.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+5 added−2 removed5 unchanged
Biggest changeBased on the RCSA, risks from cybersecurity threats that exceed established risk tolerance thresholds are recorded and incorporated into our reporting to the Risk Committee and senior management as described in more detail below. We also engage third-party assessors, consultants and auditors to assist in the administration, assessment and improvement of our cybersecurity risk management program.
Biggest changeThese threats are assessed by applying our Risk and Control Self-Assessment (“RCSA”), information technology risk and cybersecurity risk management processes, each of which we review regularly. Based on the RCSA, risks from cybersecurity threats that exceed established risk tolerance thresholds are recorded and incorporated into our reporting to the Risk Committee and senior management as described in more detail below.
Please refer to the risk factor captioned “ We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and confidential information against cyberattacks or other security breaches or if our business processes are not sufficiently resilient. ” in Part I, Item 1A.
Please refer to the risk factor captioned “We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and confidential information against cyberattacks or other security breaches or if our business processes are not sufficiently resilient.” in Part I, Item 1A.
Our Information Security team, including our Information Security leadership, has primary responsibility for assessing and managing material risks to the Company from cybersecurity threats, including our overall cybersecurity risk management program and supervision of our internal cybersecurity personnel and our external cybersecurity consultants.
Our Information Security team, including our Information Security leadership, has primary responsibility for identifying, assessing and managing material risks to the Company from cybersecurity threats, including our overall cybersecurity risk management program and supervision of our internal cybersecurity personnel and our external cybersecurity consultants.
Major incidents emanating from cybersecurity threats are notified to our Operational Risk team through our enterprise risk management system and escalated in accordance with our incident response plan. In addition, cybersecurity has been designated as a principal risk by the Risk Committee of our Board of Directors (the “Risk Committee”), which requires regular monitoring and reporting.
Major incidents emanating from cybersecurity threats are communicated to our Operational Risk team through our enterprise risk management system and escalated in accordance with our incident response plan. In addition, cybersecurity has been designated as a principal risk by the Risk Committee of our Board of Directors (the “Risk Committee”), which requires regular monitoring and reporting.
Our Information Security leadership regularly briefs our Global Chief Operating Officer on cybersecurity issues, the scope of which is similar to the information presented by the Information Security leadership to the Risk Committee as described above.
Our Information Security leadership regularly briefs our Global Chief Operating Officer and Chief Technology Officer on cybersecurity issues, the scope of which is similar to the information presented by the Information Security leadership to the Risk Committee as described above.
Risk Factors, for additional description of cybersecurity risks and potential related impacts on the Company. Governance Our Board of Directors has established a Risk Committee to assist the Board in its oversight of risk. As part of its responsibilities, the Risk Committee oversees management’s implementation of our cybersecurity risk management program.
Risk Factors, for additional description of cybersecurity risks and potential related impacts on the Company. 19 Table of Contents Governance Our Board of Directors has established a Risk Committee to assist the Board in its oversight of risk. As part of its responsibilities, the Risk Committee oversees management’s implementation of our cybersecurity and risk management program.
Our cybersecurity program takes a risk-based approach and was developed to align with ISO 27001, the international standard for information security, and we also assess ourselves against the NIST Cybersecurity framework. In addition, our cybersecurity risk management program aligns with ISO 31000, the international standard for risk management.
Our cybersecurity program takes a cyberthreat and risk-based approach and was developed to align with ISO 27001, an international standard for information security, and we also assess ourselves against the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. In addition, our cybersecurity risk management program aligns with ISO 31000, the international standard for risk management.
With respect to third-party service providers with access to our information systems, assets or data, our security policies and procedures are designed so that diligence is conducted as appropriate on the cybersecurity controls maintained by such third parties and to ensure that the Company has cybersecurity measures in place with respect to their access to our information systems, assets or data.
With respect to third -party service providers with access to our information systems, assets or data, our security policies, standards and procedures are designed so that periodic due diligence is conducted as appropriate on the cybersecurity controls maintained by such third parties.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We maintain a cybersecurity risk management program to identify, assess and manage material risks from cybersecurity threats and to protect the confidentiality, integrity and availability of our critical systems and information.
ITEM 1C. CYBERSECURITY Risk Management and Strategy To effectively manage the cyber risk posed to our organization and to remain within our risk appetite, we maintain a cybersecurity strategy and risk management program to identify, assess and manage material risks from cybersecurity threats with the aim of protecting the confidentiality, integrity and availability of our critical systems and information.
We identify material risks from cybersecurity threats through various sources, including, but not limited to, controls testing, compliance testing of our security standards, penetration testing, threat intelligence, and lessons learned and assessments against control frameworks. These threats are assessed by applying our Risk and Control Self-Assessment (“RCSA”), IT risk, and cybersecurity risk management processes, each of which we review regularly.
We identify material risks from cybersecurity threats through various sources, including, but not limited to, controls testing, compliance testing of our security standards, independent penetration testing, open-source threat intelligence feeds, and lessons learned and assessments against control frameworks.
The foregoing does not imply that we meet any technical standards, specifications or requirements, or that we have been certified on these requirements in any respect, only that we have used these industry standards as guides when designing our cybersecurity and risk management programs. 21 Table of Contents Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across our enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
The foregoing does not imply that we meet all technical standards, specifications or requirements, or that we have been certified on these requirements in any respect, only that we have used these industry standards as guides when designing our cybersecurity and risk management programs.
Removed
To help bring risks from cybersecurity threats within an acceptable range, we address risks through compensating controls or remediation, commensurate with the assessed risk level from such threats. Cybersecurity incidents that are determined to be major are escalated on a timely basis in accordance with our cybersecurity incident response plan.
Added
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across our enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
Removed
The full Board also receives periodic presentations on cybersecurity topics from our Information Security leadership or other internal security staff or external experts as part of the Board’s continuing education program.
Added
We also engage third -party assessors, consultants and auditors to assist in the administration, assessment and improvement of our cybersecurity risk management program. To help bring risks from cybersecurity threats within an acceptable risk appetite and tolerance level, we created a cybersecurity strategy and associated program of necessary activities.
Added
The program mitigates the risks through the effective design and implementation of compensating controls or remediation actions, commensurate with the assessed risk level from such threats.
Added
The aim is to ensure the third -party service provider has adequate and appropriate cybersecurity measures in place commensurate to the risk their access to our information systems, assets or data presents.
Added
Our Chief Information Security Officer (“CISO”) has over 20 years of information security/cybersecurity experience, working in a variety of roles within PricewaterhouseCoopers LLP, as the Director of Cyber Operations for Nationwide Building Society, the CISO at The Crown Estate and the CISO at Insight Investment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We have 23 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in London, where it occupies approximately 116,000 square feet on a long-term lease that expires in 2028. We also have significant operations in Denver, Colorado, occupying approximately 161,000 square feet of office space, and its lease expires in 2025.
Biggest changeITEM 2. PROPERTIES We have 27 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in London, where it occupies approximately 116,000 square feet on a long-term lease that expires in 2028. We also have significant operations in Denver, Colorado, occupying approximately 161,000 square feet of office space, and its lease expires in 2032.
The remaining 21 offices total approximately 69,000 square feet and are all leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See Note 9 — Leases, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our property leases. ​
The remaining 25 offices total approximately 103,000 square feet and are all leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See Note 9 — Leases, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our property leases. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRowe Price Group, Inc.; The Bank of New York Mellon Corporation; The Carlyle Group Inc.; TPG Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; WisdomTree, Inc. ​ (3) Data source: S&P Global Market Intelligence. 23 Table of Contents Common Stock Purchases On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders.
Biggest changeCommon Stock Purchases — Corporate Buyback Program On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we were authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
(2) The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the most widely used benchmarks of U.S. equity performance. The S&P U.S. BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies.
BMI Asset Management & Custody Banks Index. (2) The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the most widely used benchmarks of U.S. equity performance. The S&P U.S. BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies.
This data is not intended to forecast future performance of our common stock. ​ ​ (1) STANDARD & POOR’S ® , S&P ® and S&P 500 ® are registered trademarks of Standard & Poor’s Financial Services LLC. ​ (2) As of December 31, 2023, the S&P U.S.
This data is not intended to forecast future performance of our common stock. ​ (1) STANDARD & POOR’S ® , S&P ® and S&P 500 ® are registered trademarks of Standard & Poor’s Financial Services LLC. ​ (2) As of December 31, 2024, the S&P U.S.
The comparison assumes a $100 investment on December 31, 2018, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.
The comparison assumes a $100 investment on December 31, 2019, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.
BMI Asset Management & Custody Banks Index comprised the following companies: Affiliated Managers Group, Inc.; AlTi Global, Inc.; Ameriprise Financial, Inc.; Ares Management Corporation; Artisan Partners Asset Management Inc.; AssetMark Financial Holdings, Inc.; Associated Capital Group, Inc.; BlackRock, Inc.; Blackstone Inc.; Blue Owl Capital Inc.; Bridge Investment Group Holdings Inc.; BrightSphere Investment Group Inc.; Cohen & Steers, Inc.; Diamond Hill Investment Group, Inc.; Federated Hermes, Inc.; Franklin Resources, Inc.; Galaxy Digital Holdings Ltd.; GQG Partners Inc.; Grosvenor Capital Management, L.P.; Hamilton Lane Incorporated; Heritage Global Inc.; Invesco Ltd.; Janus Henderson Group plc; KKR & Co.
BMI Asset Management & Custody Banks Index comprised the following companies: Affiliated Managers Group, Inc.; AlTi Global, Inc.; Ameriprise Financial, Inc.; Ares Management Corporation; Artisan Partners Asset Management Inc.; BlackRock, Inc.; Blackstone Inc.; Blue Owl Capital Inc.; Bridge Investment Group Holdings Inc.; Cohen & Steers, Inc.; Diamond Hill Investment Group, Inc.; DigitalBridge Group, Inc.; Ellington Credit Company; Federated Hermes, Inc.; Franklin Resources, Inc.; Galaxy Digital Holdings Ltd.; GCM Grosvenor Inc.; GQG Partners Inc.; Hamilton Lane Incorporated; Heritage Global Inc.; Invesco Ltd.; Janus Henderson Group plc; KKR & Co.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES JHG Common Stock Our common stock is traded on the NYSE (symbol: JHG). On February 23, 2024, there were approximately 4,650 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES JHG Common Stock Our common stock is traded on the NYSE (symbol: JHG).
Performance Graph The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period ending December 29, 2023, the last trading day of 2023, and compares it to the cumulative total return on the S&P 500 Index (1) and to the S&P U.S. BMI Asset Management & Custody Banks Index.
The quarterly dividend will be paid on February 27, 2025, to shareholders of record at the close of business February 11, 2025. 20 Table of Contents Performance Graph The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period ending December 31, 2024, the last trading day of 2024, and compares it to the cumulative total return on the S&P 500 Index (1) and to the S&P U.S.
We commenced repurchases under the 2023 Corporate Buyback Program in November 2023, and we repurchased 2,319,870 shares of common stock for $61.9 million during the three months ended December 31, 2023. Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements.
As of December 31, 2024, cumulative shares repurchased under the 2024 Corporate Buyback Program were 3,159,199 shares for $120.0 million. Common Stock Purchases — Share Plan Purchases Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements.
We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”). The Board of Directors separately approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees.
We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”). These repurchases are in addition to the repurchases under the Corporate Buyback Program discussed above.
During the fourth quarter 2023, we did not purchase any shares related to remuneration arrangements or employee entitlements. ​ The following table summarizes our common stock repurchases by month during the three months ended December 31, 2023. ​ ​ Total number of Approximate U.S. dollar ​ Total shares purchased value of shares that may number of Average as part of yet be purchased ​ shares price paid publicly announced under the programs Period purchased per share 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 1,303,582 $ 117 December 1, 2023, through December 31, 2023 1,016,288 28.36 1,016,288 $ 88 Total 2,319,870 $ 26.68 2,319,870 ​ ​ ​ ITEM 6. [RESERVED] ​
As of December 31, 2024, cumulative shares repurchased under the 2024 Share Plan Repurchases were 250,001 shares for $8.6 million. ​ 21 Table of Contents The following table summarizes our common stock repurchases by month during the three months ended December 31, 2024. ​ ​ Total number of Approximate U.S. dollar ​ Total shares purchased value of shares that may number of Average as part of yet be purchased ​ shares price paid publicly announced under the programs Period purchased per share programs (end of month, in millions) October 1, 2024, through October 31, 2024 416,768 $ 39.45 416,768 $ 117 November 1, 2024, through November 30, 2024 393,487 44.28 393,487 $ 99 December 1, 2024, through December 31, 2024 440,471 43.69 440,471 $ 80 Total 1,250,726 $ 42.47 1,250,726 ​ ​ ​ ITEM 6. [RESERVED] ​
Inc.; Northern Trust Corporation; P10, Inc.; SEI Investments Company; Silvercrest Asset Management Group Inc.; State Street Corporation; StepStone Group LP; T.
Inc.; Northern Trust Corporation; P10, Inc.; SEI Investments Company; Silvercrest Asset Management Group Inc.; State Street Corporation; StepStone Group Inc.; T. Rowe Price Group, Inc.; The Bank of New York Mellon Corporation; The Carlyle Group Inc.; TPG Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; WisdomTree, Inc. ​ (3) Data source: S&P Global Market Intelligence.
Removed
On November 1, 2023, JHG announced that it had requested and received approval from ASX to be delisted, and on December 6, 2023, we delisted from ASX.
Added
On February 25, 2025, there were approximately 4,382 holders of record of our common stock. ​ Dividends On January 30, 2025, our Board of Directors declared a cash dividend of $0.39 per share.
Removed
The ASX delisting is not expected to have a material impact on our financial position or operating results other than in relation to savings in compliance and certain ancillary costs associated with maintaining the ASX listing. ​ Dividends On January 31, 2024, our Board of Directors declared a cash dividend of $0.39 per share.
Added
During 2024, we repurchased 2,876,189 shares of common stock for $88.2 million under the 2023 Corporate Buyback Program.
Removed
The quarterly dividend will be paid on February 28, 2024, to shareholders of record at the close of business February 12, 2024.
Added
On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders.
Added
On October 31, 2023, our Board of Directors approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
Added
During 2024, we repurchased 2,268,376 shares of common stock for $70.0 million. On May 1, 2024, our Board of Directors also approved the repurchase of up to 5 million additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+42 added−20 removed60 unchanged
Biggest changeOur AUM and flows by capability for the years ended December 31, 2023, 2022 and 2021, were as follows (in billions): ​ ​ Closing AUM ​ ​ Closing AUM December 31, Net sales Reclassifications December 31, ​ 2022 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2023 By capability: ​ ​ ​ 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 ​ ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ Reclassifications December 31, ​ 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By capability: Equities $ 244.3 $ 24.4 $ (45.6 ) $ (21.2 ) $ (47.2 ) $ (5.9 ) $ 1.3 $ 171.3 Fixed Income 79.6 23.0 (29.4 ) (6.4 ) (8.9 ) (4.5 ) — 59.8 Multi-Asset 59.7 6.5 (10.8 ) (4.3 ) (9.3 ) (0.6 ) — 45.5 Alternatives 10.7 6.4 (5.3 ) 1.1 (0.3 ) (0.8 ) — 10.7 Quantitative Equities 38.0 0.2 (5.9 ) (5.7 ) (2.6 ) (0.1 ) (29.6 ) — Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 ​ ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ Reclassifications December 31, ​ 2020 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2021 By capability: Equities $ 219.4 $ 34.7 $ (43.9 ) $ (9.2 ) $ 36.0 $ (1.9 ) $ — $ 244.3 Fixed Income 81.5 22.1 (21.0 ) 1.1 (1.1 ) (1.9 ) — 79.6 Multi-Asset 48.0 12.3 (8.1 ) 4.2 7.7 (0.2 ) — 59.7 Quantitative Equities 42.0 0.6 (12.6 ) (12.0 ) 8.0 — — 38.0 Alternatives 10.7 4.7 (5.0 ) (0.3 ) 0.7 (0.4 ) — 10.7 Total $ 401.6 $ 74.4 $ (90.6 ) $ (16.2 ) $ 51.3 $ (4.4 ) $ — $ 432.3 (1) Redemptions include the impact of client transfers.
Biggest changeAs of December 31, 2024, approximately 26% of our AUM was non-USD-denominated. 23 Table of Contents Our AUM and flows by capability for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions): ​ Closing AUM ​ ​ Closing AUM December 31, Net sales Acquisitions and December 31, ​ 2023 Sales Redemptions (1) (redemptions) Markets FX( 2) reclassifications (3) 2024 By capability: ​ ​ ​ Equities $ 205.1 $ 31.1 $ (37.6 ) $ (6.5 ) $ 32.7 $ (1.9 ) $ — $ 229.4 Fixed Income 71.5 29.5 (18.7 ) 10.8 1.9 (2.4 ) 0.9 82.7 Multi-Asset 48.9 6.3 (8.2 ) (1.9 ) 6.4 (0.2 ) (0.1 ) 53.1 Alternatives 9.4 3.6 (3.6 ) — 0.8 (0.2 ) 3.5 13.5 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ December 31, ​ 2022 Sales Redemptions (1) (redemptions) Markets FX (2) Reclassifications (3) 2023 By capability: 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 ​ ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ Reclassifications December 31, ​ 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By capability: Equities $ 244.3 $ 24.4 $ (45.6 ) $ (21.2 ) $ (47.2 ) $ (5.9 ) $ 1.3 $ 171.3 Fixed Income 79.6 23.0 (29.4 ) (6.4 ) (8.9 ) (4.5 ) — 59.8 Multi-Asset 59.7 6.5 (10.8 ) (4.3 ) (9.3 ) (0.6 ) — 45.5 Alternatives 10.7 6.4 (5.3 ) 1.1 (0.3 ) (0.8 ) — 10.7 Quantitative Equities 38.0 0.2 (5.9 ) (5.7 ) (2.6 ) (0.1 ) (29.6 ) — Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 (1) Redemptions include the impact of client transfers.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive Income and includes service cost, interest cost and the expected return on plan assets. The costs of and period-end obligations under defined benefit pension plans are determined using actuarial valuations.
Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive Income and includes service cost, interest cost and the expected return on plan assets. The net periodic benefit costs and period-end obligations under defined benefit pension plans are determined using actuarial valuations.
The assumption that investment management agreements are indefinite lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the useful life is no longer indefinite. Definite-lived intangible assets represent certain other investment management contracts, which are amortized over their estimated lives using the straight-line method.
The assumption that investment management agreements are indefinite lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the useful life is no longer indefinite. Definite-lived intangible assets represent certain other investment management contracts and trademarks, which are amortized over their estimated lives using the straight-line method.
The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the relevant interbank offer rate plus a spread. The Credit Facility contains a financial covenant related to our long-term credit rating and financing leverage. If our long-term credit rating fall below a predefined threshold, our financing leverage ratio cannot exceed 3.00x EBITDA.
The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the relevant interbank offer rate plus a spread. The Credit Facility contains a financial covenant related to our long-term credit rating and financing leverage. If our long-term credit rating falls below a predefined threshold, our financing leverage ratio cannot exceed 3.00x EBITDA.
If the fair value of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any impairment is recognized immediately through net income and cannot subsequently be reversed. ​ We performed our annual assessment as of October 1, 2023.
If the fair value of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any impairment is recognized immediately through net income and cannot subsequently be reversed. ​ We performed our annual assessment as of October 1, 2024.
The results of the goodwill assessment revealed it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value as of October 1, 2023.
The results of the goodwill assessment revealed it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value as of October 1, 2024.
Adjustments for the year ended December 31, 2022, also include impairment charges of certain mutual fund investment management contracts, client relationships and trademarks.
Adjustments for the year ended December 31, 2022, also includes impairment charges of certain mutual fund investment management contracts, client relationships and trademarks.
(2) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech. Performance fees Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis.
(2) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech. * n/m - Not meaningful. Performance fees Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis.
The new Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2028.
The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2029.
The GBP strengthened against the USD during the year ended December 31, 2023, compared to the year ended December 31, 2022, and the GBP weakened against the USD during the year ended December 31, 2022, compared to the year ended December 31, 2021.
The GBP weakened against the USD during the year ended December 31, 2024, compared to the year ended December 31, 2023, and the GBP strengthened against the USD during the year ended December 31, 2023, compared to the year ended December 31, 2022.
For the year ended December 31, 2024, we expect significant foreign currency translation adjustments to be reclassified from accumulated other comprehensive loss on the Consolidated Balance Sheets to other non-operating income, net on the Consolidated Statements of Comprehensive Income due to the anticipated liquidation of certain non-operating JHG entities.
For the year ending December 31, 2025, we expect significant foreign currency translation adjustments to be reclassified from accumulated other comprehensive loss on the Consolidated Balance Sheets to other non-operating income (expense), net on the Consolidated Statements of Comprehensive Income due to the anticipated liquidation of certain non-operating JHG entities.
Off-Balance Sheet Arrangements As of December 31, 2023, we had no off-balance sheet arrangements. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements. 34 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S.
Mutual SICAVs Unit Trusts Other Funds Mandates Trusts Funds Performance fees Year ended December 31, 2023 $ 2.1 $ — $ 56.9 $ 3.1 $ 9.1 $ (66.1 ) Year ended December 31, 2022 $ 2.0 $ 0.1 $ 33.5 $ 10.0 $ 6.7 $ (63.0 ) Year ended December 31, 2021 $ 63.7 $ 19.2 $ 14.5 $ 6.9 $ 14.3 $ (15.9 ) Number of funds that earned performance fees Year ended December 31, 2023 (1) 8 — 5 8 1 15 Year ended December 31, 2022 (1) 8 2 8 11 1 15 Year ended December 31, 2021 (1) 14 2 9 17 3 17 AUM generating performance fees (in billions) AUM at December 31, 2023, generating FY23 performance fees $ 4.9 $ — $ 1.2 $ 5.8 $ 1.0 $ 56.7 AUM at December 31, 2022, generating FY22 performance fees $ 5.1 $ 1.5 $ 2.3 $ 9.3 $ 0.8 $ 45.1 AUM at December 31, 2021, generating FY21 performance fees $ 14.7 $ 2.0 $ 1.5 $ 12.4 $ 2.7 $ 66.1 Number of funds eligible to earn performance fees As of December 31, 2023 18 2 4 19 3 15 As of December 31, 2022 19 2 10 15 4 15 As of December 31, 2021 19 2 10 38 4 15 AUM subject to performance fees (in billions) AUM at December 31, 2023, subject to FY23 performance fees $ 11.0 $ 1.2 $ 1.6 $ 22.1 $ 1.9 $ 56.7 AUM at December 31, 2022, subject to FY22 performance fees $ 10.7 $ 1.5 $ 2.6 $ 12.7 $ 2.1 $ 45.1 AUM at December 31, 2021, subject to FY21 performance fees $ 12.9 $ 2.0 $ 2.4 $ 45.5 $ 3.0 $ 66.1 Uncrystallized performance fees (in billions) AUM at December 31, 2023, with an uncrystallized performance fee at December 31, 2023, vesting in 2024 (2) $ 2.8 $ 1.1 $ — n/a $ — n/a AUM at December 31, 2022, with an uncrystallized performance fee at December 31, 2022, vesting in 2023 (2) $ 0.1 $ — $ — n/a $ 0.8 n/a AUM at December 31, 2021, with an uncrystallized performance fee at December 31, 2021, vesting in 2022 (2) $ 4.5 $ 2.0 $ 0.2 n/a $ 1.4 n/a Performance fee participation rate percentage (3) 10% - 20% 15% - 20% 10% - 20% 5% - 28% 15% +/− 0.15% Performance fee frequency Annually and quarterly Annually Annually and quarterly Annually and quarterly Annually Monthly Performance fee methodology (4) Relative plus HWM Relative/absolute plus HWM Absolute plus HWM Bespoke Relative plus HWM Relative (1) For absolute return funds, this excludes funds earning a performance fee on redemption and only includes those with a period-end crystallization date.
Mutual SICAVs Unit Trusts Other Funds Mandates Trusts Funds Funds Performance fees: Year ended December 31, 2024 $ 26.3 $ 6.2 $ 70.8 $ 4.9 $ 0.7 $ 1.0 $ (39.5 ) Year ended December 31, 2023 $ 2.1 $ — $ 56.9 $ 3.1 $ 9.1 n/a $ (66.1 ) Year ended December 31, 2022 $ 2.0 $ 0.1 $ 33.5 $ 10.0 $ 6.7 n/a $ (63.0 ) Number of funds that earned performance fees: Year ended December 31, 2024 (1) 11 2 5 9 1 3 15 Year ended December 31, 2023 (1) 8 — 5 8 1 n/a 15 Year ended December 31, 2022 (1) 8 2 8 11 1 n/a 15 AUM generating performance fees (in billions): AUM at December 31, 2024, generating FY24 performance fees $ 12.4 $ 1.2 $ 2.9 $ 6.9 $ 0.9 $ 0.1 $ 66.1 AUM at December 31, 2023, generating FY23 performance fees $ 4.9 $ — $ 1.2 $ 5.8 $ 1.0 n/a $ 56.7 AUM at December 31, 2022, generating FY22 performance fees $ 5.1 $ 1.5 $ 2.3 $ 9.3 $ 0.8 n/a $ 45.1 Number of funds eligible to earn performance fees: As of December 31, 2024 18 2 6 18 2 4 15 As of December 31, 2023 18 2 4 19 3 n/a 15 As of December 31, 2022 19 2 10 15 4 n/a 15 AUM subject to performance fees (in billions): AUM at December 31, 2024, subject to FY24 performance fees $ 13.9 $ 1.2 $ 2.9 $ 23.9 $ 1.7 $ 0.3 $ 66.1 AUM at December 31, 2023, subject to FY23 performance fees $ 11.0 $ 1.2 $ 1.6 $ 22.1 $ 1.9 n/a $ 56.7 AUM at December 31, 2022, subject to FY22 performance fees $ 10.7 $ 1.5 $ 2.6 $ 12.7 $ 2.1 n/a $ 45.1 Uncrystallized performance fees (in billions): AUM at December 31, 2024, with an uncrystallized performance fee at December 31, 2024, vesting in 2025 (2) $ 0.5 $ 1.5 $ — n/a $ 0.4 $ 0.8 n/a AUM at December 31, 2023, with an uncrystallized performance fee at December 31, 2023, vesting in 2024 (2) $ 2.8 $ 1.1 $ — n/a $ — n/a n/a AUM at December 31, 2022, with an uncrystallized performance fee at December 31, 2022, vesting in 2023 (2) $ 0.1 $ — $ — n/a $ 0.8 n/a n/a Performance fee participation rate percentage (3) 10% - 20% 15% - 20% 10% - 20% 5% - 28% 15 % 15% - 25% +/− 0.15% Performance fee frequency Annually Annually Annually and quarterly Annually and quarterly Annually Various Monthly Performance fee methodology (4) Relative plus HWM Relative/absolute plus HWM Absolute plus HWM Bespoke Relative plus HWM Relative plus HWM Relative (1) For absolute return funds, this excludes funds earning a performance fee on redemption and only includes those with a period-end crystallization date.
Actual future tax consequences on settlement of our uncertain tax positions may be materially different than management’s current estimates. As of December 31, 2023, unrecognized tax benefits were $28.4 million.
Actual future tax consequences on settlement of our uncertain tax positions may be materially different than management’s current estimates. As of December 31, 2024, unrecognized tax benefits were $28.9 million.
In addition, a $12.5 million charge due to a correction of an error of previously recognized earnings associated with an equity method investment impacted investment gains (losses), net for the year ended December 31, 2023. ​Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG. ​ Other non-operating income, net Other non-operating income, net improved $1.1 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
In addition, a $12.5 million charge due to a correction of an error of previously recognized earnings associated with an equity method investment impacted investment gains (losses), net for the year ended December 31, 2023. ​Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG. ​ Other non-operating income (expense), net Other non-operating income (expense), net declined $99.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023.
We first considered goodwill where we initially assess goodwill for impairment using qualitative factors to determine whether it is necessary to perform a quantitative impairment test.
We initially assess goodwill for impairment using qualitative factors to determine whether it is necessary to perform a quantitative impairment test.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of December 31, 2023 and 2022 (in millions): ​ ​ December 31, December 31, ​ 2023 2022 Cash and cash equivalents held by the Company $ 1,145.9 $ 1,156.5 Investments held by the Company $ 399.2 $ 359.1 Fees and other receivables $ 294.0 $ 252.9 Long-term debt $ 304.6 $ 307.5 Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of December 31, 2024 and 2023 (in millions): ​ ​ December 31, ​ 2024 2023 Cash and cash equivalents held by the Company $ 1,190.9 $ 1,145.9 Investments held by the Company $ 474.1 $ 399.2 Fees and other receivables $ 356.6 $ 294.0 Long-term debt $ 395.0 $ 304.6 Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less.
We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures. ​ 33 Table of Contents Alternative performance measures ​ The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2023 and 2022 (in millions, except per share and operating margin data): ​ ​ Year ended Year ended ​ December 31, December 31, ​ 2023 2022 Reconciliation of revenue to adjusted revenue Revenue $ 2,101.8 $ 2,203.6 Management fees (164.8 ) (193.2 ) Shareowner servicing fees (172.4 ) (185.2 ) Other revenue (118.7 ) (119.9 ) Adjusted revenue (1) $ 1,645.9 $ 1,705.3 Reconciliation of operating expenses to adjusted operating expenses Operating expenses $ 1,618.1 $ 1,713.8 Employee compensation and benefits (2) (5.8 ) (16.8 ) Long-term incentive plans (2) (1.2 ) (21.1 ) Distribution expenses (1) (455.9 ) (498.3 ) General, administrative and occupancy (2) (16.3 ) (9.5 ) Impairment of intangible assets (3) — (35.8 ) Depreciation and amortization (3) (1.7 ) (3.7 ) Adjusted operating expenses $ 1,137.2 $ 1,128.6 Adjusted operating income $ 508.7 $ 576.7 Operating margin (4) 23.0 % 22.2 % Adjusted operating margin (5) 30.9 % 33.8 % Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG Net income attributable to JHG $ 392.0 $ 372.4 Employee compensation and benefits (2) 5.8 16.8 Long-term incentive plans (2) 1.2 21.1 General, administrative and occupancy (2) 16.3 9.5 Impairment of intangible assets (3) — 35.8 Depreciation and amortization (3) 1.7 3.7 Investment gains (losses), net (6) 12.5 0.4 Other non-operating income, net (6) 28.6 0.3 Income tax provision (7) (22.9 ) (26.2 ) Adjusted net income attributable to JHG 435.2 433.8 Less: allocation of earnings to participating stock-based awards (12.4 ) (13.1 ) Adjusted net income attributable to JHG common shareholders $ 422.8 $ 420.7 Weighted-average common shares outstanding — diluted $ 160.5 $ 162.0 Diluted earnings per share (8) $ 2.37 $ 2.23 Adjusted diluted earnings per share (9) $ 2.63 $ 2.60 (1) We contract with third-party intermediaries to distribute and service certain of our investment products.
We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures. ​ 30 Table of Contents Alternative performance measures ​ The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2024, 2023 and 2022 (in millions, except per share and operating margin data): ​ ​ Year ended December 31, ​ 2024 2023 2022 Reconciliation of revenue to adjusted revenue: Revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 Management fees (198.9 ) (164.8 ) (193.2 ) Shareowner servicing fees (194.4 ) (172.4 ) (185.2 ) Other revenue (139.1 ) (118.7 ) (119.9 ) Adjusted revenue (1) 1,940.8 $ 1,645.9 $ 1,705.3 Reconciliation of operating expenses to adjusted operating expenses: Operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 Employee compensation and benefits (2) (20.0 ) (5.8 ) (16.8 ) Long-term incentive plans (2) (8.1 ) (1.2 ) (21.1 ) Distribution expenses (1) (520.9 ) (455.9 ) (498.3 ) General, administrative and occupancy (2) (2.7 ) (16.3 ) (9.5 ) Impairment of intangible assets (3) — — (35.8 ) Depreciation and amortization (3) (3.1 ) (1.7 ) (3.7 ) Adjusted operating expenses $ 1,272.7 $ 1,137.2 $ 1,128.6 Adjusted operating income $ 668.1 $ 508.7 $ 576.7 Operating margin (4) 26.1 % 23.0 % 22.2 % Adjusted operating margin (5) 34.4 % 30.9 % 33.8 % Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG: Net income attributable to JHG $ 408.9 $ 392.0 $ 372.4 Employee compensation and benefits (2) 8.5 5.8 16.8 Long-term incentive plans (2) 8.1 1.2 21.1 General, administrative and occupancy (2) 2.7 16.3 9.5 Impairment of intangible assets (3) — — 35.8 Depreciation and amortization (3) 3.1 1.7 3.7 Interest expense (6) 0.3 — — Investment gains (losses), net (6) 0.8 12.5 0.4 Other non-operating income (expense), net (6) 136.9 28.6 0.3 Income tax provision (7) (4.4 ) (22.9 ) (26.2 ) Net loss (income) attributable to noncontrolling interests (8) (1.2 ) — — Adjusted net income attributable to JHG 563.7 435.2 433.8 Less: allocation of earnings to participating stock-based awards (13.6 ) (12.4 ) (13.1 ) Adjusted net income attributable to JHG common shareholders $ 550.1 $ 422.8 $ 420.7 Weighted-average common shares outstanding — diluted $ 155.8 $ 160.5 $ 162.0 Diluted earnings per share (9) $ 2.56 $ 2.37 $ 2.23 Adjusted diluted earnings per share (10) $ 3.53 $ 2.63 $ 2.60 (1) We contract with third-party intermediaries to distribute and service certain of our investment products.
Long-term incentive plans Long-term incentive plan expenses decreased $13.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decrease of $42.4 million for the roll-off of vested awards and the forfeiture of expense related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees.
Long-term incentive plans Long-term incentive plan expenses decreased $0.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease of $8.3 million for the roll-off of vested awards and the forfeiture of awards related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees.
The reclassification activity is not part of our ongoing operations and will not be included in our adjusted results. ​ Other non-operating income, net improved $2.7 million during the year ended December 31, 2022, compared to the year ended December 31, 2021.
The reclassification activity is not part of our ongoing operations and will not be included in our adjusted results. ​ Other non-operating income (expense), net improved $1.1 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Cash and cash equivalents exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”), and investments exclude noncontrolling interests as these assets are not available to us under any circumstance. ​ Investments held by us represent seeded investment products (exclusive of noncontrolling interests), equity method investments, investments related to deferred compensation plans and other less significant investments.
Cash and cash equivalents exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”), and investments exclude noncontrolling interests as these assets are not available to us under any circumstance. ​ Investments held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments classified as current assets in our Consolidated Balance Sheets.
The decrease is due to no impairment charges being recognized during 2023, compared to a $35.8 million impairment of certain mutual fund investment management agreements, client relationships and trademarks recognized during the year ended December 31, 2022. ​ Intangible asset impairment charges decreased by $86.1 million during the year ended December 31, 2022, compared to the year ended December 31, 2021.
The decrease is due to no impairment charges being recognized during 2023, compared to a $35.8 million impairment of certain mutual fund investment management agreements, client relationships and trademarks recognized during the year ended December 31, 2022.
Refer to the Non-GAAP Financial Measures section for information on adjusted non-GAAP figures. ​ ● Strong balance sheet and cash generation, with $1.2 billion in cash and cash equivalents and $441.6 million of cash provided by operating activities in the year ended December 31, 2023. ● During the year ended December 31, 2023, the Board of Directors declared and paid dividends of $1.56 per share. ​ ● During the year ended December 31, 2023, we acquired 2,319,870 shares of our common stock for $61.9 million as part of the share buyback program. ​ Financial Summary Results are reported on a U.S.
Refer to the Non-GAAP Financial Measures section for information on adjusted non-GAAP figures. ​ ● Strong balance sheet and cash generation, with $1.2 billion in cash and cash equivalents and $694.6 million of cash provided by operating activities in the year ended December 31, 2024. ● During the year ended December 31, 2024, the Board of Directors declared and paid dividends of $1.56 per share. ​ ● During the year ended December 31, 2024, we acquired 6,035,388 shares of our common stock for $208.2 million as part of the share buyback program. ​ 22 Table of Contents Financial Summary Results are reported on a U.S.
There were no events or changes in circumstances during the year ended December 31, 2023. ​ Retirement Benefit Plans We provide certain employees with retirement benefits through defined benefit plans.
There were no events or changes in circumstances during the year ended December 31, 2024. ​ 35 Table of Contents Retirement Benefit Plans We provide certain employees with retirement benefits through defined benefit plans.
Dividends declared and paid during the year ended December 31, 2023, were as follows: ​ Dividend ​ Date Dividends paid ​ Date per share declared (in US$ millions) paid $ 0.39 ​ February 1, 2023 $ 64.7 ​ February 28, 2023 $ 0.39 ​ May 2, 2023 $ 64.6 ​ May 31, 2023 $ 0.39 ​ August 1, 2023 $ 64.7 ​ August 30, 2023 $ 0.39 ​ October 31, 2023 $ 64.7 ​ November 30, 2023 ​ On January 31, 2024, our Board of Directors declared a cash dividend of $0.39 per share.
Dividends declared and paid during the year ended December 31, 2024, were as follows: ​ Dividend ​ Date Dividends paid ​ Date per share declared (in US$ millions) paid $ 0.39 ​ January 31, 2024 $ 63.2 ​ February 28, 2024 $ 0.39 ​ May 1, 2024 $ 62.6 ​ May 29, 2024 $ 0.39 ​ July 31, 2024 $ 62.3 ​ August 28, 2024 $ 0.39 ​ October 30, 2024 $ 62.0 ​ November 27, 2024 ​ On January 30, 2025, our Board of Directors declared a cash dividend of $0.39 per share.
As of December 31, 2023, we had operating and finance lease payment obligations of $82.4 million, with $24.2 million payable within 12 months. ​ Short-Term Liquidity Requirements Common Stock Purchases On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders.
As of December 31, 2024, we had operating and finance lease payment obligations of $106.3 million, with $18.0 million payable within 12 months. ​ Short-Term Liquidity Considerations Common Stock Purchases — Corporate Buyback Program On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we were authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
Shareowner servicing fees decreased by $10.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, and by $36.7 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to a decline in average mutual fund AUM. ​ Other revenue Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue.
Shareowner servicing fees increased by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and decreased by $10.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to movements in average mutual fund AUM. ​ 27 Table of Contents Other revenue Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue.
Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. 39 Table of Contents The table below shows the movement in funded status that would result from certain sensitivity changes (in millions): ​ ​ Hypothetical decrease ​ in funded status at ​ December 31, 2023 Discount rate: -0.1% $ 6.2 Inflation: +0.1% $ 1.5 Life expectancy: +1 year at age 65 $ 17.2 Market value of return seeking portfolio falls 25% $ 1.5 ​ Income Taxes We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
The table below shows the movement in funded status that would result from certain sensitivity changes (in millions): ​ ​ Hypothetical decrease ​ in funded status at ​ December 31, 2024 Discount rate: -0.1% $ 5.0 Inflation: +0.1% $ 1.1 Life expectancy: +1 year at age 65 $ 15.0 Market value of return seeking portfolio falls 25% $ 0.3 ​ Income Taxes We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution. ​ Other Sources of Liquidity On June 30, 2023, we entered into a new $200 million unsecured, revolving credit facility (“Credit Facility”) and terminated our former Credit Facility as it was approaching its expiration date.
When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution. ​ Other Sources of Liquidity On June 30, 2023, we entered into a $200 million unsecured, revolving credit facility (“Credit Facility”).
Year-over-year fluctuations in marketing expenses were primarily driven by changes in the level of advertising campaigns and sponsored events. ​ General, administrative and occupancy General, administrative and occupancy expenses increased $15.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $9.6 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $9.3 million charge related to a separately managed account trade error and a $4.0 million increase in software costs primarily related to application licensing fees.
These increases were partially offset by a $9.3 million charge related to a separately managed account trade error recognized during 2023 and a subsequent insurance reimbursement of $4.7 million recognized during 2024. ​ General, administrative and occupancy expenses increased $15.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $9.6 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $9.3 million charge related to a separately managed account trade error and a $4.0 million increase in software costs primarily related to application licensing fees.
As a result of the reduction in the state income tax rate, the U.S deferred tax assets and liabilities were revalued from 23.9% to 23.5%, creating a non-cash deferred tax benefit of $8.8 million.
The effective tax rate for the year ended December 31, 2023, was also impacted by a reduction in the state income tax rate. As a result of the reduction in the state income tax rate, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5% creating a non-cash deferred tax benefit of $8.8 million.
Refer to Note 11 — Debt, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on the Credit Facility. ​ Regulatory Capital We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies. We strive to ensure that we are compliant with our regulatory obligations at all times.
Refer to Note 11 — Debt, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on the Credit Facility. ​ 33 Table of Contents Regulatory Capital We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies.
The decrease is primarily due to a $121.9 million impairment of certain indefinite-lived intangible assets and trademarks recognized during the year ended December 31, 2021, partially offset by a $35.8 million impairment of certain mutual fund investment management agreements, client relationships and trademarks recognized during the year ended December 31, 2022. ​ Depreciation and amortization ​ Depreciation and amortization expenses decreased $8.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $3.6 million decline in the amortization of internally developed software as assets became fully amortized during the current year, a $3.5 million decrease in the amortization of prepaid commissions and a $1.2 million reduction in the amortization of intangible assets resulting from the sale of Intech, which was recognized during the first quarter 2022. ​ Depreciation and amortization expenses decreased $9.0 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to a $3.7 million reduction in the amortization of intangible assets resulting from the sale of Intech and a $3.0 million decrease in the amortization of prepaid commissions. 2024 Non-compensation operating expenses For the year ended December 31, 2024, we anticipate adjusted non-compensation expense growth in the mid- to high-single digits.
Depreciation and amortization expenses decreased $8.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $3.6 million decline in the amortization of internally developed software as assets became fully amortized during the current year, a $3.5 million decrease in the amortization of prepaid commissions and a $1.2 million reduction in the amortization of intangible assets resulting from the sale of Intech, which was recognized during the first quarter 2022. 2025 Non-compensation operating expenses For the year ending December 31, 2025, we anticipate adjusted non-compensation expense growth in the mid- to high-single digits.
By client location: 2023 2022 2021 2022 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 The fair value of our AUM is based on the value of the underlying cash and investments of our funds, trusts and segregated mandates.
By client location: 2024 2023 2022 2023 2022 North America $ 236.8 $ 198.6 $ 168.6 19 % 18 % EMEA and Latin America 104.8 102.9 85.7 2 % 20 % Asia Pacific 37.1 33.4 33.0 11 % 1 % Total $ 378.7 $ 334.9 $ 287.3 13 % 17 % Valuation of Assets Under Management The fair value of our AUM is based on the value of the underlying cash and investments securities of our funds, trusts and segregated mandates.
The combined capital requirement is £136.0 million ($173.4 million), resulting in £322.4 million ($411.0 million) of capital above the requirement as of December 31, 2023, based upon internal calculations and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate.
The combined capital requirement is £159.2 million ($199.4 million), resulting in £275.8 million ($345.4 million) of capital above the requirement as of December 31, 2024, based upon internal calculations and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate.
Other revenue decreased by $7.6 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, and by $23.3 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to a decline in average AUM. ​ Operating Expenses ​ Year ended December 31, 2023 vs. 2022 vs. 2023 2022 2021 2022 2021 Operating expenses (in millions): 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 )% Investment administration 47.4 49.4 51.6 (4 )% (4 )% Marketing 36.6 27.1 31.7 35 % (15 )% General, administrative and occupancy 294.6 279.3 271.8 5 % 3 % 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 )% Employee compensation and benefits Employee compensation and benefits decreased $18.2 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by a decrease of $18.1 million in variable compensation, primarily due to lower profitability, and a $13.7 million decline in fixed compensation costs due to lower average headcount.
Other revenue decreased by $7.6 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM. ​ Operating Expenses ​ Year ended December 31, 2024 vs. 2023 vs. 2024 2023 2022 2023 2022 Operating expenses (in millions): Employee compensation and benefits $ 716.1 $ 593.3 $ 611.5 21 % (3 )% Long-term incentive plans 166.6 167.4 180.7 (0 )% (7 )% Distribution expenses 520.9 455.9 498.3 14 % (9 )% Investment administration 58.2 47.4 49.4 23 % (4 )% Marketing 40.4 36.6 27.1 10 % 35 % General, administrative and occupancy 300.8 294.6 279.3 2 % 5 % Impairment of intangible assets — — 35.8 n/m* (100 )% Depreciation and amortization 24.5 22.9 31.7 7 % (28 )% Total operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 13 % (6 )% * n/m - Not meaningful.
Distribution expenses decreased by $42.4 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, and by $55.8 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily driven by a decline in average AUM subject to distribution charges. ​ 31 Table of Contents Marketing Marketing expenses increased by $9.5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, and decreased by $4.6 million during the year ended December 31, 2022, compared to the year ended December 31, 2021.
Distribution expenses decreased by $42.4 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by a decline in average AUM subject to distribution charges.
The actuarial valuation involves making a number of assumptions, including those related to the discount rate, the expected rate of return on assets, future salary increases, mortality rates and future pension increases.
The actuarial valuation involves making a number of assumptions, including those related to the discount rate, the expected rate of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.
Refer to Note 3 — Dispositions, in Part II, Item 8, Financial Statements and Supplementary Data, for information regarding the divesture of Intech. ​ 26 Table of Contents Our AUM and flows by client type for the years ended December 31, 2023, 2022 and 2021, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales Reclassifications December 31, 2022 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2023 By client type: Intermediary $ 162.0 $ 39.5 $ (43.1 ) $ (3.6 ) $ 22.8 $ 2.1 $ 0.1 $ 183.4 Self-directed 64.3 1.3 (4.8 ) (3.5 ) 14.9 0.2 0.2 76.1 Institutional 61.0 20.1 (13.7 ) 6.4 7.4 0.9 (0.3 ) 75.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 Closing AUM Closing AUM December 31, Net sales Reclassifications December 31, 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By client type: Intermediary $ 215.0 $ 39.9 $ (53.3 ) $ (13.4 ) $ (32.8 ) $ (5.9 ) $ (0.9 ) $ 162.0 Self-directed 90.1 1.5 (5.1 ) (3.6 ) (21.6 ) (0.6 ) — 64.3 Institutional 127.2 19.1 (38.6 ) (19.5 ) (13.9 ) (5.4 ) (27.4 ) 61.0 Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 Closing AUM Closing AUM December 31, Net sales Reclassifications December 31, 2020 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2021 By client type: Intermediary $ 192.9 $ 56.9 $ (54.8 ) $ 2.1 $ 23.8 $ (2.0 ) $ (1.8 ) $ 215.0 Institutional 127.6 14.3 (29.6 ) (15.3 ) 15.4 (2.3 ) 1.8 127.2 Self-directed 81.1 3.2 (6.2 ) (3.0 ) 12.1 (0.1 ) — 90.1 Total $ 401.6 $ 74.4 $ (90.6 ) $ (16.2 ) $ 51.3 $ (4.4 ) $ — $ 432.3 (1) Redemptions include the impact of client transfers.
Our AUM and flows by client type for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales Acquisitions and December 31, 2023 Sales Redemptions (1) (redemptions) Markets FX (2) reclassifications (3) 2024 By client type: Intermediary $ 183.4 $ 55.0 $ (46.3 ) $ 8.7 $ 20.4 $ (2.2 ) $ 0.7 $ 211.0 Self-directed 76.1 2.0 (5.8 ) (3.8 ) 14.2 — — 86.5 Institutional 75.4 13.5 (16.0 ) (2.5 ) 7.2 (2.5 ) 3.6 81.2 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 Closing AUM Closing AUM December 31, Net sales December 31, 2022 Sales Redemptions (1) (redemptions) Markets FX (2) Reclassifications (3) 2023 By client type: Intermediary $ 162.0 $ 39.5 $ (43.1 ) $ (3.6 ) $ 22.8 $ 2.1 $ 0.1 $ 183.4 Self-directed 64.3 1.3 (4.8 ) (3.5 ) 14.9 0.2 0.2 76.1 Institutional 61.0 20.1 (13.7 ) 6.4 7.4 0.9 (0.3 ) 75.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 Closing AUM Closing AUM December 31, Net sales Reclassifications December 31, 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By client type: Intermediary $ 215.0 $ 39.9 $ (53.3 ) $ (13.4 ) $ (32.8 ) $ (5.9 ) $ (0.9 ) $ 162.0 Self-directed 90.1 1.5 (5.1 ) (3.6 ) (21.6 ) (0.6 ) — 64.3 Institutional 127.2 19.1 (38.6 ) (19.5 ) (13.9 ) (5.4 ) (27.4 ) 61.0 Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 (1) Redemptions include the impact of client transfers.
GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section. Revenue for the year ended December 31, 2023, was $2,101.8 million, a decrease of $101.8 million, or (5%), compared to the year ended December 31, 2022.
GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section. Revenue for the year ended December 31, 2024, was $2,473.2 million, an increase of $371.4 million, or 18%, compared to the year ended December 31, 2023.
As of December 31, 2023, our contractual obligations related to debt and interest payments totaled $323.2 million, with $14.6 million of interest payable within 12 months.
As of December 31, 2024, our contractual obligations related to debt and interest payments totaled $611.3 million, with $21.8 million of interest payable within 12 months.
The quarterly dividend will be paid on February 28, 2024, to shareholders of record at the close of business on February 12, 2024. 37 Table of Contents Long-Term Liquidity Requirements Expected long-term commitments as of December 31, 2023, include principal and interest payments related to our 4.875% Senior Notes due 2025 (“2025 Senior Notes”) and operating and finance lease payments.
The quarterly dividend will be paid on February 27, 2025, to shareholders of record at the close of business on February 11, 2025. Long-Term Liquidity Considerations Expected long-term commitments as of December 31, 2024, include principal and interest payments related to our 2034 Senior Notes, operating and finance lease payments, and acquisition related contingent consideration.
Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. (2) Adjustments for the years ended December 31, 2023 and 2022, include rent expense, rent income, other rent-related adjustments associated with subleased office space and the acceleration of long-term incentive plan expense and redundancy expenses related to the departure of certain employees.
Adjustments for the year ended December 31, 2023 and 2022, include rent expense, rent income, other rent-related adjustments associated with subleased office space and the acceleration of long-term incentive plan expense and redundancy expense related to the departure of certain employees.
Performance fees by product type consisted of the following for the years ended December 31, 2023, 2022 and 2021: ​ Year ended December 31, 2023 vs. 2022 vs. ​ 2023 2022 2021 2022 2021 Performance fees (in millions): ​ SICAVs $ 2.1 $ 2.0 $ 63.7 5 % (97 )% UK OEICs and unit trusts — 0.1 19.2 (100 )% (99 )% Absolute return funds and other funds 56.9 33.5 14.5 70 % n/m * Segregated mandates 3.1 10.0 6.9 (69 )% 45 % Investment trusts 9.1 6.7 14.3 36 % (53 )% U.S. mutual funds (66.1 ) (63.0 ) (15.9 ) (5 )% n/m * Total performance fees $ 5.1 $ (10.7 ) $ 102.7 n/m * n/m * * n/m - Not meaningful. ​ For the year ended December 31, 2023, performance fees increased $15.8 million compared to the year ended December 31, 2022, due to an improvement in the performance of absolute return funds and other funds primarily driven by performance fees generated from a certain fund.
Performance fees by product type consisted of the following for the years ended December 31, 2024, 2023 and 2022: ​ Year ended December 31, 2024 vs. 2023 vs. ​ 2024 2023 2022 2023 2022 Performance fees (in millions): ​ SICAVs $ 26.3 $ 2.1 $ 2.0 n/m* 5 % UK OEICs and unit trusts 6.2 — 0.1 — % (100 )% Absolute return funds and other funds 70.8 56.9 33.5 24 % 70 % Segregated mandates 4.9 3.1 10.0 58 % (69 )% Investment trusts 0.7 9.1 6.7 (92 )% 36 % Private capital funds 1.0 — — — % — % U.S. mutual funds (39.5 ) (66.1 ) (63.0 ) 40 % (5 )% Total performance fees $ 70.4 $ 5.1 $ (10.7 ) n/m* n/m* ​* n/m - Not meaningful.
Our operating margin was 23.0% in 2023 compared to 22.2% in 2022. Net income attributable to JHG for the year ended December 31, 2023, was $392.0 million, an increase of $19.6 million, or 5%, compared to the year ended December 31, 2022.
Our operating margin was 26.1% in 2024 compared to 23.0% in 2023. Net income attributable to JHG for the year ended December 31, 2024, was $408.9 million, an increase of $16.9 million, or 4%, compared to the year ended December 31, 2023.
This may be due to significant market movements in other correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or government intervention. ​ Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities.
This may be due to significant market movements in other correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or government intervention.
Adjustments for the year ended December 31, 2023, also include a $9.3 million charge related to a separately managed account trade error. JHG management believes these costs do not represent our ongoing operations. ​ (3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses.
Adjustments for the year ended December 31, 2023, also includes a $9.3 million charge related to a separately managed account trade error. JHG management believes these costs do not represent our ongoing operations.
(3) Participation rate related to non-U.S. mutual fund products reflects our share of outperformance. Participation rate related to U.S. mutual funds represents an adjustment to the management fee.
(3) Participation rate related to non-U.S. mutual fund products reflects our share of outperformance. Participation rate related to U.S. mutual funds represents an adjustment to the management fee. (4) Relative performance is measured versus applicable benchmarks and is subject to an HWM for relevant funds.
We do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operations, financial position and cash flows. ​ Non-GAAP Financial Measures We report our financial results in accordance with GAAP.
As of December 31, 2024, the impact of Pillar 2 on our effective tax rate, results of operations, financial position, and cash flows was not significant to the financial statements. Non-GAAP Financial Measures We report our financial results in accordance with GAAP.
These decreases were partially offset by an improvement in absolute return funds and other funds primarily due to performance fees generated from the Janus Henderson Biotech Innovation Fund. ​ 29 Table of Contents The following table outlines performance fees by product type and includes information on fees earned, number of funds generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees, AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and performance fee methodology (dollars in millions, except where noted): Absolute UK OEICs Return Funds and and Segregated Investment U.S.
This increase was partially offset by a decline in segregated mandates due to the relative performance of certain funds being below the established HWM. ​ 26 Table of Contents The following table outlines performance fees by product type and includes information on fees earned, number of funds generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees, AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and performance fee methodology (dollars in millions, except where noted): Absolute UK OEICs Return Funds Private and and Segregated Investment Capital U.S.
The primary purpose of seeded investment products is to generate an investment performance track record in these products, and leverage that track record to attract third-party investors. We may redeem our seed capital investments for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment strategy.
We may redeem our seed capital investments for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment strategy.
JHG management believes these non-cash and acquisition-related costs do not represent our ongoing operations. ​ 34 Table of Contents (4) Operating margin is operating income divided by revenue. ​ (5) Adjusted operating margin is adjusted operating income divided by adjusted revenue. ​ (6) Adjustments for the year ended December 31, 2023, include a provision for a credit loss and a contingent consideration fair value adjustment related to the 2022 sale of Intech, a correction due to an error of previously recognized earnings associated with an equity method investment and the release of accumulated foreign currency translation adjustments related to liquidated JHG entities.
Adjustments for the year ended December 31, 2023, include a provision for a credit loss and a contingent consideration fair value adjustment related to the 2022 sale of Intech, a correction due to an error of previously recognized earnings associated with an equity method investment and the reclassification of accumulated foreign currency translation adjustments to net income related to JHG liquidated entities.
Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index. 24 Table of Contents 2023 SUMMARY 2023 Highlights ● Solid long-term investment performance, with 60%, 69% and 71% of our AUM outperforming benchmarks on a three-, five- and 10-year basis, respectively, as of December 31, 2023. ​ ● AUM increased to $334.9 billion, up 17% from the year ended December 31, 2022, primarily due to positive market performance. ​ ● Net outflows for the year ended December 31, 2023, were $0.7 billion compared to $30.8 billion of net outflows, excluding Intech, for the year ended December 31, 2022.
Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index. 2024 SUMMARY 2024 Financial Highlights ● Solid long-term investment performance, with 65%, 72%, 55% and 73% of our AUM outperforming benchmarks on a one-, three-, five- and 10-year basis, respectively, as of December 31, 2024. ​ ● AUM increased to $378.7 billion, up 13% from the year ended December 31, 2023, primarily due to positive market performance. ​ ● Net inflows for the year ended December 31, 2024, were $2.4 billion, compared to $(0.7) billion of net outflows for the year ended December 31, 2023. ● 2024 diluted earnings per share was $2.56, or $3.53 on an adjusted basis.
This decline was partially offset by an increase of $27.6 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards. ​ Long-term incentive plan expenses decreased $0.3 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to a $38.9 million decrease driven by market depreciation related to mutual fund share awards and certain long-term incentive awards, and favorable foreign currency translation of $7.4 million.
This decrease was partially offset by an increase of $6.4 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards. ​ Long-term incentive plan expenses decreased $13.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decrease of $42.4 million for the roll-off of vested awards and the forfeiture of expense related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees.
The cash received and paid as part of this program is reflected in the table above. ​ The transactions discussed above represent a majority of the activity within investing activities on our Consolidated Statements of Cash Flows. ​ Financing Activities ​ Cash used for financing activities for the years ended December 31, 2023, 2022 and 2021, was as follows (in millions): ​ ​ Year ended December 31, ​ 2023 2022 2021 Dividends paid to shareholders $ (258.7 ) $ (259.4 ) $ (256.0 ) Third-party capital invested into consolidated seeded investment products, net 227.2 51.1 100.3 Purchase of common stock for stock-based compensation plans (57.4 ) (113.8 ) (71.8 ) Purchase of common stock for the share buyback program and from Dai-ichi Life (61.9 ) (98.9 ) (372.1 ) Proceeds from stock-based compensation plans 3.0 4.3 12.5 Other (4.1 ) (2.4 ) (1.0 ) Cash used for financing activities $ (151.9 ) $ (419.1 ) $ (588.1 ) ​ The majority of cash flows within financing activities are driven by the payment of dividends to shareholders, and the purchases of common stock as part of the Corporate Buyback Program and for stock-based compensation plans.
Refer to Note 3 — Acquisitions and Dispositions, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our acquisitions. ​ Financing Activities ​ Cash used for financing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ ​ Year ended December 31, ​ 2024 2023 2022 Dividends paid to shareholders $ (250.1 ) $ (258.7 ) $ (259.4 ) Third-party capital invested into consolidated seeded investment products, net 123.1 227.2 51.1 Purchase of common stock for stock-based compensation plans (79.8 ) (57.4 ) (113.8 ) Purchase of common stock for the share buyback program (208.2 ) (61.9 ) (98.9 ) Issuance of long-term debt 394.9 — — Repayment of current portion of long-term debt (304.0 ) — — Other (0.3 ) (1.1 ) 1.9 Cash used for financing activities $ (324.4 ) $ (151.9 ) $ (419.1 ) ​ The majority of cash flows within financing activities are driven by the payment of dividends to shareholders, the purchases of common stock as part of the Corporate Buyback Program and for stock-based compensation plans, and third-party capital invested into consolidated seeded investment products.
The effective tax rate for the year ended December 31, 2022, compared to the same period in 2021, was impacted by a decrease in pre-tax book income with a significant increase in the disallowed noncontrolling interest loss from a certain seeded investment product.
The effective tax rate for the year ended December 31, 2023, compared to the same period in 2022, was impacted by the disallowed noncontrolling interests from certain seeded investment products and a reduction in the state income tax rate, as discussed above.
By capability: 2023 2022 2021 2022 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 (1) — 7.7 41.3 (100 )% (81 )% Total $ 313.8 $ 328.8 $ 422.0 (5 )% (22 )% (1) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech. 27 Table of Contents Closing Assets Under Management The following table presents our closing AUM by client location, as of December 31, 2023, 2022 and 2021 (in billions): ​ ​ Closing AUM Closing AUM Closing AUM ​ December 31, December 31, December 31, 2023 vs. 2022 vs.
By capability: 2024 2023 2022 2023 2022 Equities $ 224.7 $ 191.6 $ 193.2 17 % (1 )% Fixed Income 75.6 65.5 67.2 15 % (3 )% Multi-Asset 51.6 47.1 49.2 10 % (4 )% Alternatives 10.2 9.6 11.5 6 % (17 )% Quantitative Equities (1) — — 7.7 — % (100 )% Total $ 362.1 $ 313.8 $ 328.8 15 % (5 )% (1) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech.
These decreases were partially offset by $7.5 million of base-pay increases, unfavorable foreign currency translation of $3.6 million and a $2.4 million increase in project charges driven by less capitalization of internal labor costs related to the order management system transformation project, which was completed in the second quarter of 2023. ​ Employee compensation and benefits decreased $81.8 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily driven by a decrease of $80.9 million in variable compensation, mainly due to a lower annual bonus pool and other variable compensation, favorable foreign currency translation of $24.8 million and a $9.2 million decrease in temporary staffing charges mainly due to the conversion of temporary staff to full-time employees.
These decreases were partially offset by $7.5 million of base-pay increases, unfavorable foreign currency translation of $3.6 million and a $2.4 million increase in project charges driven by less capitalization of internal labor costs related to the order management system transformation project, which was completed in the second quarter of 2023.
Cash Flows A summary of cash flow data for the years ended December 31, 2023, 2022 and 2021, was as follows (in millions): ​ ​ Year ended December 31, ​ 2023 2022 2021 Cash flows provided by (used for): 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 on cash and cash equivalents 30.9 (54.9 ) (13.5 ) Net change in cash and cash equivalents (8.3 ) 57.8 10.5 Cash balance at beginning of period 1,176.4 1,118.6 1,108.1 Cash balance at end of period $ 1,168.1 $ 1,176.4 $ 1,118.6 ​ 35 Table of Contents Operating Activities Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments.
Cash Flows A summary of cash flow data for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ ​ Year ended December 31, ​ 2024 2023 2022 Cash flows provided by (used for): Operating activities $ 694.6 $ 441.6 $ 473.3 Investing activities (285.4 ) (328.9 ) 58.5 Financing activities (324.4 ) (151.9 ) (419.1 ) Effect of exchange rate changes on cash and cash equivalents (18.1 ) 30.9 (54.9 ) Net change in cash and cash equivalents 66.7 (8.3 ) 57.8 Cash balance at beginning of period 1,168.1 1,176.4 1,118.6 Cash balance at end of period $ 1,234.8 $ 1,168.1 $ 1,176.4 Operating Activities Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. 32 Table of Contents Investing Activities ​ Cash provided by (used for) investing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ Year ended December 31, ​ 2024 2023 2022 Sales (purchases) of investments, net $ (37.0 ) $ (59.7 ) $ 44.6 Purchases of investments by consolidated seeded investment products, net (101.4 ) (224.9 ) (43.9 ) Purchases of property, equipment and software (10.1 ) (10.8 ) (17.6 ) Cash received (paid) on settled seed capital hedges, net (10.7 ) (37.5 ) 75.9 Acquisitions, net of cash acquired (126.9 ) — — Long-term note with Intech — 3.1 (15.9 ) Proceeds from sale of subsidiaries — — 14.9 Other 0.7 0.9 0.5 Cash provided by (used for) investing activities $ (285.4 ) $ (328.9 ) $ 58.5 ​ We consolidate certain seeded investment products into our group financial statements.
These increases are partially offset by $7.4 million of favorable foreign currency translation. Impairment of intangible assets ​ Intangible asset impairment charges decreased by $35.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
These increases were partially offset by a $4.6 million reduction in rent-related expenses and a $3.2 million decrease in recruitment fees. Impairment of intangible assets ​ Intangible asset impairment charges decreased by $35.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Key drivers of the decrease include the following: ● A decrease of $42.4 million in distribution expenses primarily due to lower average AUM; ​ ● A decrease of $35.8 million in intangible asset impairment charges; and ​ ● A decrease of $18.2 million in employee compensation and benefits due to lower variable compensation charges. ​ Operating income for the year ended December 31, 2023, was $483.7 million, a decrease of $6.1 million, or (1%), compared to the year ended December 31, 2022.
Key drivers of the increase include the following: ● An increase of $65.0 million in distribution expenses primarily due to higher average AUM. ​ ● An increase of $122.8 million in employee compensation and benefits primarily due to higher variable compensation expenses. ​ Operating income for the year ended December 31, 2024, was $645.7 million, an increase of $162.0 million, or 33%, compared to the year ended December 31, 2023.
The anticipated growth in our non-compensation expense is due to planned investments supporting our strategic initiatives, as well as anticipated inflation and amortization of certain capitalized costs. ​ Non-Operating Income and Expenses Year ended December 31, 2023 vs. 2022 vs. 2023 2022 2021 2022 2021 Non-operating income and expenses (in millions): Interest expense $ (12.7 ) $ (12.6 ) $ (12.8 ) (1 )% 2 % Investment gains (losses), net 43.4 (113.3 ) 0.8 n/m * n/m * Other non-operating income, net 12.6 11.5 8.8 10 % 31 % Income tax provision (100.3 ) (100.9 ) (205.3 ) 1 % 51 % * n/m - Not meaningful. ​ Investment gains (losses), net The components of investment gains (losses), net for the years ended December 31, 2023, 2022 and 2021, were as follows: Year ended December 31, 2023 2022 2021 Investment gains (losses), net (in millions): Seeded investment products and hedges, net $ 20.3 $ (15.2 ) $ 2.0 Third-party ownership interests in seeded investment products 34.7 (97.9 ) (8.0 ) Equity method investments (13.5 ) 2.9 3.0 Other 1.9 (3.1 ) 3.8 Investment gains (losses), net $ 43.4 $ (113.3 ) $ 0.8 32 Table of Contents Investment gains (losses), net moved favorably by $156.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, and unfavorably by $114.1 million during the year ended December 31, 2022, compared to the year ended December 31, 2021.
Investment gains (losses), net The components of investment gains (losses), net for the years ended December 31, 2024, 2023 and 2022, were as follows: Year ended December 31, 2024 2023 2022 Investment gains (losses), net (in millions): Seeded investment products and hedges, net $ 36.4 $ 20.3 $ (15.2 ) Third-party ownership interests in seeded investment products 37.5 34.7 (97.9 ) Equity method investments (5.6 ) (13.5 ) 2.9 Other 2.5 1.9 (3.1 ) Investment gains (losses), net $ 70.8 $ 43.4 $ (113.3 ) 29 Table of Contents Investment gains (losses), net moved favorably by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and favorably by $156.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Any variation in the assumptions used to approximate fair value could have a material adverse effect on our Consolidated Balance Sheets and results of operations. 38 Table of Contents Accounting for Goodwill and Intangible Assets The recognition and measurement of goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.
Accounting for Goodwill and Intangible Assets The recognition and measurement of goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.
In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the increase include the following: ● A favorable movement of $156.7 million in investment gains (losses), net, partially offset by a decline of $132.6 million in net loss (income) attributable to noncontrolling interests in 2023 compared to 2022.
In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance include the following: ● A favorable movement of $27.4 million in investment gains (losses), net.
Refer to Note 3 — Dispositions, in Part II, Item 8, Financial Statements and Supplementary Data, for information regarding the divesture of Intech. ​ Average Assets Under Management The following table presents our average AUM by capability for the years ended December 31, 2023, 2022 and 2021 (in billions): Average AUM Year ended December 31, 2023 vs. 2022 vs.
Disposal activity in 2022 relates to the sale of Intech. ​ 24 Table of Contents Average Assets Under Management The following table presents our average AUM by capability for the years ended December 31, 2024, 2023 and 2022 (in billions): Average AUM Year ended December 31, 2024 vs. 2023 vs.
We commenced repurchases under the 2023 Corporate Buyback Program in November 2023, and we repurchased 2,319,870 shares of common stock for $61.9 million during the three months ended December 31, 2023. Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements.
As of December 31, 2024, cumulative shares repurchased under the 2024 Corporate Buyback Program were 3,159,199 shares for $120.0 million. Common Stock Purchases — Share Plan Purchases Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements.
The cash associated with seeding and redeeming seeded investment products is reflected in the above table as sales (purchases) of investments, net. ​ We consolidate certain seeded investment products into our group financial statements. The purchases and sales of investments within consolidated seeded investment products are disclosed separately from our capital contributions to seed a product.
The purchases and sales of investments within consolidated seeded investment products are disclosed separately from our capital contributions to seed a product. We also maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments. The cash received and paid as part of this program is reflected in the table above.
Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. ​ Revenue Year ended December 31, 2023 vs. 2022 vs. 2023 2022 2021 2022 2021 Revenue (in millions): 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. ​ 28 Table of Contents Management fees Management fees decreased $99.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM. ​ Management fees decreased $390.0 million during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the impact of lower average AUM, which caused management fees to decline by $421.4 million.
Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. ​ 25 Table of Contents Revenue Year ended December 31, 2024 vs. 2023 vs. 2024 2023 2022 2023 2022 Revenue (in millions): Management fees $ 1,957.7 $ 1,700.1 $ 1,799.4 15 % (6 )% Performance fees 70.4 5.1 (10.7 ) n/m* n/m* Shareowner servicing fees 240.7 213.3 224.0 13 % (5 )% Other revenue 204.4 183.3 190.9 12 % (4 )% Total revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 18 % (5 )% * n/m - Not meaningful. ​ Management fees Management fees increased $257.6 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM. ​ Management fees decreased $99.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM. ​ Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2024, 2023 and 2022: ​ ​ Year ended December 31, 2024 vs. 2023 vs. ​ 2024 2023 2022 2023 2022 Average net management fee margin (bps) (1) : Equities 53.7 54.4 55.2 (1 )% (1 )% Fixed Income 26.2 27.8 29.6 (6 )% (6 )% Multi-Asset 53.2 52.9 53.1 1 % (0 )% Alternatives 75.6 61.9 60.4 22 % 2 % Quantitative Equities (2) — — 15.8 n/m* (100 )% Total average 48.6 48.9 48.9 (1 )% — % ​ (1) Net management fee margins are based on management fees net of distribution expenses.
During the year ended December 31, 2023, the USD weakened against GBP, EUR and AUD, resulting in a $3.2 billion increase in our AUM. As of December 31, 2023, approximately 30% of our AUM was non-USD-denominated.
During the year ended December 31, 2024, the USD strengthened against GBP, EUR and AUD, resulting in a $4.7 billion decrease in our AUM.
These increases were partially offset by unfavorable foreign currency revaluation of $15.2 million, a $13.4 million provision for a credit loss, an $11.9 million contingent consideration fair value adjustment and a $4.7 million release of accumulated foreign currency translation adjustments related to liquidated JHG entities.
These increases were partially offset by unfavorable foreign currency revaluation of $15.2 million, a $13.4 million provision for a credit loss, an $11.9 million contingent consideration fair value adjustment and a $4.7 million reclassification of accumulated foreign currency translation adjustments to net income related to liquidated JHG entities. ​ Income tax provision ​ Our effective tax rates for the years ended December 31, 2024, 2023 and 2022, were as follows: Year ended December 31, 2024 2023 2022 Effective tax rate 27.2 % 19.0 % 26.9 % The effective tax rate for the year ended December 31, 2024, compared to the same period in 2023, was impacted by the reclassification of accumulated foreign currency translation adjustments to net income from liquidated JHG entities that are treated as non-deductible for tax purposes.
As a result, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5%, creating a non-cash deferred tax benefit of $8.8 million. ​ (8) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. ​ (9) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. ​ Liquidity and Capital Resources Our capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements.
Liquidity and Capital Resources Our capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements.
These decreases were partially offset by a $47.7 million increase for the roll-on of new awards exceeding the roll-off of vested awards and the acceleration of expense related to departed employees. ​ Distribution expenses Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM.
Distribution expenses Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM.
Our primary capital requirement relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Janus Henderson (UK) Holdings Limited, all of its subsidiaries and Janus Henderson Investors International Limited (“JHIIL”). JHIIL is included as a connected undertaking to meet the requirements of the Investment Firm Prudential Regime (“IFPR”) for MiFID investment firms (“MIFIDPRU”).
We strive to ensure that we are compliant with our regulatory obligations at all times. Our primary capital requirement relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Janus Henderson (UK) Holdings Limited, all of its subsidiaries and Janus Henderson Investors International Limited (“JHIIL”).
The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025.
For the year ending December 31, 2025, we expect our tax rate on adjusted net income attributable to JHG to be in the range of 23% to 25%. The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (Pillar 2).
General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds.
General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds. Other revenue increased by $21.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD. (3) Reclassifications relate to reclassifications of existing funds from Equities to Multi-Asset and Alternatives in 2023 and from Quantitative Equities to Equities in 2022. Disposal activity in 2022 relates to the sale of Intech.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD. (3) Reclassifications relate to reclassifications of existing funds from Institutional to Self-directed and Intermediary in 2023 and from Intermediary to Institutional in 2021. Disposal activity in 2022 relates to the sale of Intech.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD. (3) Acquisitions relate to the acquisition of Tabula and NBK, both completed in the third quarter 2024, and the acquisition of VPC, which was completed in the fourth quarter 2024.
We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (Share Plan Repurchases). The Board of Directors separately approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees.
We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”). These repurchases are in addition to the repurchases under the Corporate Buyback Program discussed above.
On June 20, 2023, Finance (No. 2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after December 31, 2023.
Some aspects of Pillar 2 took effect on January 1, 2024, and others became effective as of January 1, 2025. On June 20, 2023, Finance (No. 2) Act 2023 was enacted in the UK, introducing a global minimum effective tax rate of 15%.
During the fourth quarter 2023, we did not purchase any shares related to remuneration arrangements or employee entitlements. Dividends The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including our results of operations, financial condition, capital requirements, general business conditions and legal requirements.
As of December 31, 2024, cumulative shares repurchased under the 2024 Share Plan Repurchases were 250,001 shares for $8.6 million. Dividends The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including our results of operations, financial condition, capital requirements, general business conditions and legal requirements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2023 and 2022, our AUM subject to performance fees totaled $94.5 billion and $74.7 billion, respectively. ​ 40 Table of Contents Investments ​ At December 31, 2023, we were exposed to market price risk as a result of investments in our Consolidated Balance Sheets.
Biggest changeInvestments ​ At December 31, 2024, we were exposed to market price risk as a result of investments in our Consolidated Balance Sheets.
Debt securities are exposed to interest rate risk and credit risk. Movement in interest rates would be reflected in the value of the securities; refer to the quantitative analysis above.
Debt securities are exposed to interest rate risk and credit risk. Movement in interest rates and credit risk would be reflected in the value of the securities; refer to the quantitative analysis above.
Changes in fair value of the derivatives are recognized in other non-operating income, net in our Consolidated Statements of Comprehensive Income. ​ Foreign Currency Exchange Risk Foreign currency risk is the risk that we will sustain losses through adverse movements in foreign currency exchange rates, where we transact in currencies that are different from our functional currency.
Changes in fair value of the derivatives are recognized in other non-operating income (expense), net in our Consolidated Statements of Comprehensive Income. ​ Foreign Currency Exchange Risk Foreign currency risk is the risk that we will sustain losses through adverse movements in foreign currency exchange rates, where we transact in currencies that are different from our functional currency.
Certain U.S. mutual funds contracts allow for negative performance fees where there is underperformance against the relevant index. In many cases, performance fees are subject to an HWM. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually).
Certain U.S. mutual funds contracts allow for negative performance fees where there is underperformance against the relevant index. In many cases, performance fees are subject to a HWM. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually).
We manage our currency exposure by monitoring foreign currency positions. We seek to naturally offset exposures where possible and actively hedge certain exposures on a case-by-case basis. 41 Table of Contents
We manage our currency exposure by monitoring foreign currency positions. We seek to naturally offset exposures where possible and actively hedge certain exposures on a case-by-case basis. 37 Table of Contents
Although fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform the financial markets. As such, quantifying the impact of correlation between AUM and our operating results would be misleading. Performance Fees Performance fee revenue is derived from a number of funds and clients.
Although fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform the financial markets. As such, quantifying the impact of correlation between AUM and our operating results would be misleading. 36 Table of Contents Performance Fees Performance fee revenue is derived from a number of funds and clients.
Derivative Instruments Derivative Instruments Used to Hedge Seeded Investment Products We maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments by using index and commodity futures (“futures”), credit default swaps and total return swaps.
Derivative Instruments Derivative Instruments Used to Hedge Seeded Investment Products We maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments by using index and commodity futures (“futures”), contracts for difference, credit default swaps and total return swaps.
Certain foreign currency exposures associated with our seeded investment products are also hedged by using foreign currency forward contracts and swaps.
Certain foreign currency exposures associated with our seeded investment products are also hedged by using foreign currency forward contracts.
The program uses foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes. ​ The notional value of the foreign currency forward contracts and swaps was $65.3 million and $74.7 million at December 31, 2023 and 2022, respectively.
The program uses foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes. ​ The notional value of the foreign currency forward contracts and swaps was $38.4 million and $65.3 million at December 31, 2024 and 2023, respectively.
We were party to the following derivative instruments as of December 31, 2023 and 2022 (in millions): ​ ​ Notional value ​ December 31, 2023 December 31, 2022 Futures $ 1,018.0 $ 196.8 Credit default swaps $ 199.7 $ 115.1 Total return swaps $ 51.8 $ 37.2 Foreign currency forward contracts and swaps $ 176.2 $ 131.7 ​ Changes in fair value of derivative instruments are recognized during the period in which they occur in investment gains (losses), net in the Consolidated Statements of Comprehensive Income.
We were party to the following derivative instruments as of December 31, 2024 and 2023 (in millions): ​ ​ Notional value ​ December 31, 2024 December 31, 2023 Futures and contracts for difference $ 789.0 $ 1,018.0 Credit default swaps $ 148.5 $ 199.7 Total return swaps $ 69.7 $ 51.8 Foreign currency forward contracts $ 328.2 $ 176.2 ​ Changes in fair value of derivative instruments are recognized during the period in which they occur in investment gains (losses), net in the Consolidated Statements of Comprehensive Income.
Our performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-year. We recognized performance fees of $5.1 million, $(10.7) million, and $102.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Our performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-year. We recognized performance fees of $70.4 million, $5.1 million, and $(10.7) million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024 and 2023, our AUM subject to performance fees totaled $110.0 billion and $94.5 billion, respectively.
The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices would have on our current investments subject to market price fluctuations as of December 31, 2023 (in millions): ​ ​ Fair value Fair value ​ ​ assuming a 10% assuming a 10% ​ Fair value increase decrease Current investments: 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 ​ Certain investments include debt securities that contribute to the achievement of defined investment objectives.
The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices would have on our current investments subject to market price fluctuations as of December 31, 2024 (in millions): ​ ​ Fair value Fair value ​ ​ assuming a 10% assuming a 10% ​ Fair value increase decrease Current investments: Seeded investment products (including VIEs) $ 803.6 $ 884.0 $ 723.2 Investments related to deferred compensation plans 29.8 32.8 26.8 Other investments 5.8 6.4 5.2 Total current investments $ 839.2 $ 923.1 $ 755.3 ​ Certain investments include debt securities that contribute to the achievement of defined investment objectives.

Other JHG 10-K year-over-year comparisons