UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2018

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission File Number 001-38103

Janus Henderson Group plc

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands		98-1376360
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

201 Bishopsgate EC2M 3AE
United Kingdom		N/A
(Address of principal executive offices)		(Zip Code)

+44 (0) 20 7818 1818

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o		Accelerated Filer o		Non-Accelerated Filer x		Smaller Reporting Company o
						Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x

As of ~~November 6, 2017,~~July 27, 2018, there were 200,406,138 shares of the Group’s common stock, $1.50 par value per share, issued and outstanding.

PART I –— FINANCIAL INFORMATION

Item 1. Financial Statements

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in Millions, Except Share Data)

	September 30,			December 31,			June 30,			December 31,
	2017			2016			2018			2017
ASSETS

Current assets:
Cash and cash equivalents	$	650.1		$	279.0		$	669.8		$	760.1
Investment securities	276.4			79.6			313.4			280.4
Fees and other receivables	370.9			165.5			335.7			419.6
OEIC and unit trust receivables	208.1			142.1			183.7			239.9
Assets of consolidated VIEs:
Cash and cash equivalents	49.6			44.2			34.0			34.1
Investment securities	437.4			313.7			351.0			419.7
Other current assets	10.9			8.1			10.3			12.9
Other current assets	70.3			28.5			68.5			75.9
Total current assets	2,073.7			1,060.7			1,966.4			2,242.6

Non-current assets:
Property, equipment and software, net	74.3			41.2			65.0			70.6
Intangible assets, net	3,210.3			401.3			3,168.0			3,204.8
Goodwill	1,498.2			741.5			1,504.5			1,533.9
Retirement benefit asset, net	206.3			180.2			203.2			199.3
Other non-current assets	24.4			8.5			16.3			21.5
Total assets	$	7,087.2		$	2,433.4		$	6,923.4		$	7,272.7

LIABILITIES

Current liabilities:
Accounts payable and accrued liabilities	$	289.1		$	141.7		$	214.9		$	292.9
Current portion of accrued compensation, benefits and staff costs	275.5			147.0			228.0			398.7
Current portion of long-term debt	83.3			—			9.4			57.2
OEIC and unit trust payables	199.1			137.9			181.4			234.8
Liabilities of consolidated VIEs:
Accounts payable and accrued liabilities	23.2			26.2			10.3			21.5
Total current liabilities	870.2			452.8			644.0			1,005.1

Non-current liabilities:
Accrued compensation, benefits and staff costs	29.3			8.7			38.2			23.0
Long-term debt	322.7			—			320.6			322.0
Deferred tax liabilities, net	1,098.2			70.7			748.1			752.6
Retirement benefit obligations, net	6.8			11.9			4.6			4.6
Other non-current liabilities	96.8			39.0			81.2			99.6
Total liabilities	2,424.0			583.1			1,836.7			2,206.9

Commitments and contingencies (See Note 13)

REDEEMABLE NONCONTROLLING INTERESTS	210.8			158.0			177.8			190.3

EQUITY
Common stock ($1.50 par and £0.125 par, 480,000,000 and 2,194,910,776 shares authorized; 200,406,138 and 1,131,842,109 shares issued and outstanding, respectively)	300.6			234.4
Common stock ($1.50 par, 480,000,000 shares authorized and 200,406,138 shares issued and outstanding)							300.6			300.6
Additional paid-in-capital	3,823.7			1,237.9			3,783.5			3,842.9
Treasury shares (4,149,461 and 38,848,749 shares held, respectively)	(159.2		)	(155.1		)
Treasury shares (4,577,552 and 4,071,284 shares held, respectively)							(172.9		)	(155.8		)
Accumulated other comprehensive loss, net of tax	(299.5		)	(434.5		)	(355.5		)	(301.8		)
Retained earnings	743.6			764.8			1,324.9			1,151.4
Total shareholders’ equity	4,409.2			1,647.5			4,880.6			4,837.3
Nonredeemable noncontrolling interests	43.2			44.8			28.3			38.2
Total equity	4,452.4			1,692.3			4,908.9			4,875.5
Total liabilities, redeemable noncontrolling interests and equity	$	7,087.2		$	2,433.4		$	6,923.4		$	7,272.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in Millions, Except per Share Data)

	Three months ended						Nine months ended						Three months ended						Six months ended
	September 30,						September 30,						June 30,						June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Revenue:
Management fees	$	477.7		$	217.7		$	971.2		$	658.9		$	493.5		$	300.0		$	996.4		$	501.0
Performance fees	(2.1		)	9.3			70.4			38.0			13.5			57.7			9.6			72.5
Shareowner servicing fees	30.2			—			40.1			—			31.8			9.9			63.3			9.9
Other revenue	31.6			18.0			70.0			59.6			53.6			29.0			110.8			46.2
Total revenue	537.4			245.0			1,151.7			756.5			592.4			396.6			1,180.1			629.6

Operating expenses:
Employee compensation and benefits	176.7			65.7			370.7			200.3			151.0			123.6			297.7			194.0
Long-term incentive plans	50.9			20.2			114.6			71.5			55.2			47.3			95.2			63.7
Distribution expenses	82.8			50.7			190.6			162.6			114.7			72.5			232.0			123.1
Investment administration	11.7			10.9			31.6			35.4			11.7			9.7			23.1			19.9
Marketing	8.1			2.6			21.4			9.7			9.5			10.1			18.0			13.3
General, administrative and occupancy	54.2			25.0			146.6			73.9			59.2			67.3			131.4			92.4
Depreciation and amortization	14.8			5.8			30.5			17.0			15.8			9.4			31.2			15.7
Total operating expenses	399.2			180.9			906.0			570.4			417.1			339.9			828.6			522.1

Operating income	138.2			64.1			245.7			186.1			175.3			56.7			351.5			107.5

Interest expense	(4.7		)	(0.5		)	(7.8		)	(6.1		)	(3.9		)	(2.0		)	(7.7		)	(3.1		)
Investment gains (losses), net	6.1			(2.0		)	15.0			(4.1		)	(16.6		)	9.8			(17.3		)	8.9
Other non-operating income (expenses), net	8.7			0.5			8.0			(2.1		)	13.9			(2.0		)	52.8			(0.7		)
Income before taxes	148.3			62.1			260.9			173.8			168.7			62.5			379.3			112.6
Income tax provision	(46.1		)	(8.5		)	(74.6		)	(25.4		)	(38.2		)	(21.0		)	(85.6		)	(28.5		)
Net income	102.2			53.6			186.3			148.4			130.5			41.5			293.7			84.1
Net loss (income) attributable to noncontrolling interests	(2.7		)	(0.2		)	(2.5		)	2.8
Net loss attributable to noncontrolling interests													10.1			0.2			12.1			0.2
Net income attributable to JHG	$	99.5		$	53.4		$	183.8		$	151.2		$	140.6		$	41.7		$	305.8		$	84.3

Earnings per share attributable to JHG common shareholders:
Basic	$	0.49		$	0.48		$	1.20		$	1.36		$	0.70		$	0.29		$	1.52		$	0.66
Diluted	$	0.49		$	0.46		$	1.19		$	1.30		$	0.70		$	0.28		$	1.51		$	0.64

Other comprehensive income (loss), net of tax:
Other comprehensive income, net of tax:
Foreign currency translation gains (losses)	$	41.6		$	(39.5	)	$	116.1		$	(174.1	)	$	(104.7	)	$	51.2		$	(52.0	)	$	74.5
Net unrealized gains (losses) on available-for-sale securities	0.2			0.9			(0.2		)	0.4
Actuarial gains	—			—			—			0.1
Net unrealized losses on available-for-sale securities													—			—			—			(0.4		)
Other comprehensive income (loss), net of tax	41.8			(38.6		)	115.9			(173.6		)	(104.7		)	51.2			(52.0		)	74.1
Other comprehensive loss (income) attributable to noncontrolling interests	2.8			(0.5		)	19.1			(7.7		)
Other comprehensive loss attributable to noncontrolling interests													0.6			15.9			0.8			16.3
Other comprehensive income (loss) attributable to JHG	$	44.6		$	(39.1	)	$	135.0		$	(181.3	)	$	(104.1	)	$	67.1		$	(51.2	)	$	90.4

Total comprehensive income (loss)	$	144.0		$	15.0		$	302.2		$	(25.2	)
Total comprehensive loss (income) attributable to noncontrolling interests	0.1			(0.7		)	16.6			(4.9		)
Total comprehensive income (loss) attributable to JHG	$	144.1		$	14.3		$	318.8		$	(30.1	)
Total comprehensive income													$	25.8		$	92.7		$	241.7		$	158.2
Total comprehensive loss attributable to noncontrolling interests													10.7			16.1			12.9			16.5
Total comprehensive income attributable to JHG													$	36.5		$	108.8		$	254.6		$	174.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in Millions)

	Nine months ended						Six months ended
	September 30,						June 30,
	2017			2016			2018			2017
CASH FLOWS PROVIDED BY (USED FOR):

Operating activities:
Net income	$	186.3		$	148.4		$	293.7		$	84.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30.5			17.0			31.2			15.7
Stock-based compensation plan expense	57.3			30.1			41.2			30.9
Losses from equity-method investments	—			3.2
Investment gains (losses), net	(15.0		)	4.1			17.3			(8.9		)
Gain from BNP Paribas transaction							(22.3		)	—
Dai-Ichi option fair value adjustments							(24.7		)	—
Contributions to pension plans in excess of costs recognized	(14.7		)	(1.9		)	(9.0		)	(11.7		)
Other, net	(5.1		)	5.5			0.4			9.0
Changes in operating assets and liabilities:
OEIC and unit trust receivables and payables	(4.8		)	(0.1		)	2.8			2.6
Other assets	(88.1		)	(26.7		)	118.6			(107.9		)
Other accruals and liabilities	71.8			(53.4		)	(268.3		)	47.8
Net operating activities	218.2			126.2			180.9			61.6
Investing activities:
Cash acquired from acquisition	417.2			—			—			417.2
Proceeds from:
Investment securities - VIEs, net	102.6			—
Investment securities - seed capital, net	23.9			5.4
Dividends received from equity-method investments	0.2			0.7
Purchases of:
Investment securities - VIEs, net	—			(53.8		)
Proceeds from (purchases of):
Property, equipment and software	(9.1		)	(13.2		)	(11.3		)	(8.4		)
Investment income received by consolidated funds	—			5.0
Cash movement on deconsolidation of consolidated funds	—			(5.3		)
Net cash paid on settled hedges	(16.3		)	(41.3		)
Proceeds from sale of Volantis	0.5			—
Investment securities, net							43.9			14.0
Investment securities by consolidated seeded investment products, net							(16.7		)	148.8
Proceeds from BNP Paribas transaction, net							36.5			—
Net cash received (paid) on settled hedges							3.6			(7.3		)
Net investing activities	519.0			(102.5		)	56.0			564.3
Financing activities:
Proceeds from settlement of convertible note hedge	59.3			—			—			59.3
Settlement of stock warrant	(47.8		)	—			—			(47.8		)
Proceeds from issuance of options	25.7			—
Proceeds from issuance of option							—			25.7
Proceeds from stock-based compensation plans	2.4			8.3			0.3			2.1
Purchase of common stock for stock-based compensation plans	(44.3		)	(45.9		)	(84.1		)	(39.1		)
Dividends paid to shareholders	(192.3		)	(162.0		)	(134.7		)	(128.6		)
Repayment of long-term debt	(50.2		)	(208.9		)	(81.9		)	—
Payment of contingent consideration							(18.8		)	—
Distributions to noncontrolling interests	(0.8		)	—			(3.4		)	(0.5		)
Third-party sales (redemptions) in consolidated seeded investment products, net	(122.7		)	48.8			16.7			(148.8		)
Principal payments under capital lease obligations	(0.4		)	—			(0.7		)	(0.1		)
Net financing activities	(371.1		)	(359.7		)	(306.6		)	(277.8		)
Cash and cash equivalents:
Effect of foreign exchange rate changes	10.4			(24.0		)	(20.7		)	12.4
Net change	376.5			(360.0		)	(90.4		)	360.5
At beginning of period	323.2			583.7			794.2			323.2
At end of period	$	699.7		$	223.7		$	703.8		$	683.7

Supplemental cash flow information:
Cash paid for interest	$	8.0		$	7.5		$	7.4		$	0.3
Cash paid for income taxes, net of refunds	$	55.7		$	22.9		$	104.9		$	25.0

Reconciliation of cash and cash equivalents
Cash and cash equivalents	$	650.1		$	183.4		$	669.8		$	640.0
Cash and cash equivalents held in consolidated VIEs	49.6			40.3			34.0			43.7
Total cash and cash equivalents	$	699.7		$	223.7		$	703.8		$	683.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(Amounts in Millions)

												Accumulated																							Accumulated
						Additional						other						Nonredeemable											Additional						other						Nonredeemable
	Number		Common			paid-in-			Treasury			comprehensive			Retained			noncontrolling			Total			Number		Common			paid-in-			Treasury			comprehensive			Retained			noncontrolling			Total
	of shares		stock			capital			shares			loss			earnings			interests			equity
Balance at December 31, 2015	1,131.8		$	234.4		$	1,237.9		$	(175.3	)	$	(189.6	)	$	759.5		$	44.1		$	1,911.0
Net income	—		—			—			—			—			151.2			(2.8		)	148.4
Other comprehensive income (loss)	—		—			—			—			(181.3		)	—			7.7			(173.6		)
Dividends paid to shareholders	—		—			—			—			—			(162.0		)	—			(162.0		)
Purchase of common stock for stock-based compensation plans	—		—			—			(45.9		)	—			—			—			(45.9		)
Vesting of stock-based compensation plans	—		—			—			67.4			—			(67.4		)	—			—
Stock-based compensation plan expense	—		—			—			—			—			30.1			—			30.1
Proceeds from stock-based compensation plans	—		—			—			—			—			8.3			—			8.3
Balance at September 30, 2016	1,131.8		$	234.4		$	1,237.9		$	(153.8	)	$	(370.9	)	$	719.7		$	49.0		$	1,716.3
																								of shares		stock			capital			shares			loss			earnings			interests			equity
Balance at December 31, 2016	1,131.8		$	234.4		$	1,237.9		$	(155.1	)	$	(434.5	)	$	764.8		$	44.8		$	1,692.3		1,131.8		$	234.4		$	1,237.9		$	(155.1	)	$	(434.5	)	$	764.8		$	44.8		$	1,692.3
Share consolidation	(1,018.6	)	—			—			—			—			—			—			—			(1,018.6	)	—			—			—			—			—			—			—
Net income	—		—			—			—			—			183.8			1.6			185.4			—		—			—			—			—			84.3			(0.5		)	83.8
Other comprehensive income (loss)	—		—			—			—			135.0			—			(19.1		)	115.9			—		—			—			—			90.4			—			(16.3		)	74.1
Dividends paid to shareholders	—		—			—			—			—			(192.3		)	—			(192.3		)	—		—			—			—			—			(128.6		)	—			(128.6		)
Distributions to noncontrolling interests	—		—			—			—			—			—			(0.6		)	(0.6		)	—		—			—			—			—			—			(0.5		)	(0.5		)
Fair value adjustments to Intech redeemable noncontrolling interests	—		—			—			—			—			(0.2		)	—			(0.2		)
Derivative instruments acquired on acquisition	—		—			31.4			—			—			—			—			31.4			—		—			54.4			—			—			—			—			54.4
Noncontrolling interests recognized on acquisition	—		—			—			—			—			—			16.5			16.5			—		—			—			—			—			—			16.5			16.5
Redemptions of convertible debt and settlement of derivative instruments	—		—			(6.4		)	—			—			—			—			(6.4		)
Tax impact of convertible debt redemptions and settlement of derivative instruments	—		—			(5.7		)	—			—			—			—			(5.7		)
Settlement of derivative instruments																								—		—			(11.5		)	—			—			—			—			(11.5		)
Purchase of common stock for stock-based compensation plans	—		—			—			(44.3		)	—			—			—			(44.3		)	—		—			—			(39.1		)	—			—			—			(39.1		)
Issuance of common stock	87.2		130.8			2,551.2			—			—			—			—			2,682.0			87.2		130.8			2,551.2			—			—			—			—			2,682.0
Redenomination and reduction of par value of stock	—		(64.6		)	64.6			—			—			—			—			—			—		(64.6		)	64.6			—			—			—			—			—
Acquisition adjustment in relation to unvested awards	—		—			(81.3		)	—			—			—			—			(81.3		)	—		—			(81.3		)	—			—			—			—			(81.3		)
Vesting of stock-based compensation plans	—		—			(17.8		)	40.2			—			(22.4		)	—			—			—		—			(13.9		)	36.3			—			(22.4		)	—			—
Stock-based compensation plan expense	—		—			47.4			—			—			9.9			—			57.3			—		—			21.0			—			—			9.9			—			30.9
Proceeds from stock-based compensation plans	—		—			2.4			—			—			—			—			2.4			—		—			2.1			—			—			—			—			2.1
Balance at September 30, 2017	200.4		$	300.6		$	3,823.7		$	(159.2	)	$	(299.5	)	$	743.6		$	43.2		$	4,452.4
Balance at June 30, 2017																								200.4		$	300.6		$	3,824.5		$	(157.9	)	$	(344.1	)	$	708.0		$	44.0		$	4,375.1

Balance at December 31, 2017																								200.4		$	300.6		$	3,842.9		$	(155.8	)	$	(301.8	)	$	1,151.4		$	38.2		$	4,875.5
Cumulative-effect adjustment																								—		—			—			—			(2.5		)	2.7			—			0.2
Balance at December 31, 2017 - Adjusted																								200.4		$	300.6		$	3,842.9		$	(155.8	)	$	(304.3	)	$	1,154.1		$	38.2		$	4,875.7
Net income																								—		—			—			—			—			305.8			(6.8		)	299.0
Other comprehensive loss																								—		—			—			—			(51.2		)	—			—			(51.2		)
Dividends paid to shareholders																								—		—			0.1			—			—			(134.8		)	—			(134.7		)
Distributions to noncontrolling interests																								—		—			—			—			—			—			(3.1		)	(3.1		)
Fair value adjustments to redeemable noncontrolling interests																								—		—			—			—			—			(0.2		)	—			(0.2		)
Redemptions of convertible debt																								—		—			(34.0		)	—			—			—			—			(34.0		)
Purchase of common stock for stock-based compensation plans																								—		—			(37.5		)	(46.6		)	—			—			—			(84.1		)
Vesting of stock-based compensation plans																								—		—			(29.5		)	29.5			—			—			—			—
Stock-based compensation plan expense																								—		—			41.2			—			—			—			—			41.2
Proceeds from stock-based compensation plans																								—		—			0.3			—			—			—			—			0.3
Balance at June 30, 2018																								200.4		$	300.6		$	3,783.5		$	(172.9	)	$	(355.5	)	$	1,324.9		$	28.3		$	4,908.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation and Significant Accounting Policies

Basis of Presentation

In the opinion of management of Janus Henderson Group plc (“JHG” or “the Group”), ~~previously Henderson Group plc (“Henderson”),~~ the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to fairly ~~present~~state the financial position, results of operations and cash flows of JHG in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the annual consolidated financial statements and notes ~~included~~presented in ~~the Henderson annual financial statements~~JHG’s Annual Report on Form 10-K for the year ended December 31, 2016, which can be found in JHG’s prospectus dated March 21, 2017, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-216824) (the “Prospectus”).2017. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date and are included in the notes to the condensed consolidated financial statements.

The Group had $9.9 million and $30.1 million of stock-based compensation costs and nil and $8.3 million of proceeds from stock-based compensation plans included in retained earnings during the nine-month periods ended SeptemberOn May 30, 2017, ~~and September 30, 2016, respectively. Prior to the Group’s Extraordinary General Meeting~~JHG completed a merger of equals with Janus Capital Group Inc. (“~~EGM”~~JCG”) on April 26, 2017, the Group’s articles of association did not allow the Group to recognize these items in additional paid-in-capital. A change in the Group’s articles of association was approved at the EGM and from April 26, 2017, all costs in relation to stock-based compensation will be recognized in additional paid-in-capital. The accumulated balance in relation to stock-based compensation plans within retained earnings as of September 30, 2017, and December 31, 2016, was $(105.4) million and $(92.9) million, respectively.

~~Share Redenomination and Consolidation~~

~~On April 26, 2017, Henderson redenominated its ordinary shares from Great British pound (“GBP”~~(the “Merger”) to U.S. dollar (“USD”), resulting in a change in par value from £0.125 to $0.1547 per share. At that time, Henderson had 1,131,842,110 shares in issue and as a result the ordinary share nominal capital became $175.1 million. The difference between the revised ordinary share nominal capital balance of $175.1 million and the previously stated ordinary share nominal capital balance of $234.4 million (converted at the historic exchange rate rather than the rate required for the redenomination under Jersey company law) was recognized as a component of additional paid-in-capital. Consequently, the additional paid-in-capital balance was adjusted from $1,237.9 million to $1,297.2 million.

Additionally, in accordance with a special resolution passed by the shareholders on May 3, 2017, the par value of the shares of Henderson was reduced to $0.15 per share, from $0.1547 per share, and the total ordinary share nominal capital became $169.8 million. In accordance with that resolution, the reduction in the total ordinary share nominal capital of $5.3 million was credited to the additional paid-in-capital account, which moved from $1,297.2 million to $1,302.5 million.

~~On April 26, 2017, the shareholders approved a 10-to-1 share consolidation, which took effect on May 30, 2017.~~. As a result of the ~~share consolidation, the number~~Merger, JCG and its consolidated subsidiaries became subsidiaries of ~~shares in issue was reduced by a factor of 10, and the par value of the shares became $1.50.~~JHG.

~~Merger with Janus Capital Group Inc~~.

On May 30, 2017 (the “Closing Date”), Henderson and Janus Capital Group Inc. (“JCG”), a U.S.-based asset manager, announced the completion of an all-stock merger of equals (“the Merger”). The Merger is expected to accelerate the Group’s strategic objectives for growth, diversification and the creation of a global active investment manager. Based on an evaluation of the Merger agreement provisions, Henderson was determined to

~~be the acquirer for accounting purposes. The historical financial statements and notes included herein represent Henderson.~~

~~Prior to the Merger, Henderson’s functional currency was GBP. After consideration of numerous factors, management concluded that the post-Merger functional currency of JHG is USD.~~

The Condensed Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2017, includes JCG results from the Closing Date. See Note 2 — Acquisitions, for more information on the Merger.

Recent Accounting Pronouncements ~~Not Yet~~ Adopted

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new revenue recognition standard. The standard’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. The revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Group is evaluating the effect of adopting this new accounting standard, including the amending Accounting Standards Update (“ASU”). Management is currently reviewing the terms and conditions of its revenue contracts. While this review is ongoing, the Group does not expect a significant change in the timing of revenue recognition for its management fees, performance fees, servicing fees and its other revenue upon adoption of the new guidance. However, the Group’s evaluation is not complete.

In March 2016, the FASB issued an amendment to its principal-versus-agent guidance in the FASB’s new revenue standard. The key provisions of the amendment are assessing the nature of the entity’s promise to the customer, identifying the specified goods or services, and applying the control principle and indicators of control. The amendment is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. In addition, entities are required to adopt the amendment by using the same transition method they used to adopt the new revenue standard.

The ~~Group’s~~Group adopted the new revenue recognition standard, along with the updated principal-versus-agent ~~assessment is focused on treatment~~guidance, effective January 1, 2018, using the retrospective method, which required adjustments to be reflected as of distribution fees collected from mutual fund assets and whether such fees should be reported as revenue (1) on a gross basis or (2) on a net basis, where such fees are reduced by distribution fees paid byJanuary 1, 2016. In connection with the adoption of this guidance, the Group ~~to intermediaries. Presently,~~determined that the new guidance does not change the timing of when the Group recognizes revenue. However, management did conclude that certain distribution and servicing fees ~~are presented on a gross basis, while others are presented on a~~earned from its U.S. mutual funds associated with mutual fund transfer agent, accounting, shareholder servicing and participant recordkeeping activities could no longer be reported net ~~basis, with respective presentations dictated by the terms~~ of the ~~underlying~~expenses paid to third-party intermediaries that perform such services. Under the new guidance, the Group is deemed to have control over the distribution and servicing ~~agreements. While~~activities before they are transferred to the ~~Group’s assessment is ongoing and not complete, management currently anticipates presenting all~~U.S. mutual funds. As such, distribution and servicing fees collected from the Group’s U.S. mutual funds are reported separately from distribution and servicing fees paid to third-party intermediaries on ~~a gross basis upon~~the Group’s Condensed Consolidated Statements of Comprehensive Income.

The adoption of the ~~new guidance.~~standard increased management fees, other revenue and distribution expenses on the Group’s Condensed Consolidated Statements of Comprehensive as follows (in millions):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Increase in:
Management fees	$	3.6	$	4.0	$	8.1	$	7.5
Other revenue	$	25.7	$	7.8	$	51.5	$	7.8
Distribution expenses	$	29.3	$	11.8	$	59.6	$	15.3

The adoption of the standard did not have an impact to net income attributable to JHG on the Group’s Condensed Consolidated Statements of Comprehensive Income.

Financial Instruments

In January 2016, the FASB issued amendments to its financial instruments standard, including changes relating to the accounting for equity investments and the presentation and disclosure requirements for financial instruments. Under the amended guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The amended guidance also requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category (e.g., fair value, amortized cost, lower of cost or market value) and form of financial asset (e.g., loans, securities). The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. ~~Although~~

On January 1, 2018, the Group ~~is evaluating~~adopted the ~~effect of adopting this new~~financial instruments accounting standard ~~management does not expect~~on a modified retrospective basis. The accounting standard required the ~~adoption~~Group to ~~have~~reclassify a ~~material impact~~$2.5 million unrealized gain related to available-for-sale securities in accumulated other comprehensive income to retained earnings as a beginning of period cumulative-effect adjustment. As of January 1, 2018, the balance in accumulated comprehensive income related to available-for-sale securities is zero, and gains and losses associated with all equity securities are recognized in investment gains (losses), net on ~~its results~~the Group’s Condensed Consolidated Statements of ~~operations or cash flows.~~Comprehensive Income.

~~Leases~~Retirement Benefit Plans

In ~~February 2016,~~March 2017, the FASB issued ~~a new standard on accounting for leases.~~an Accounting Standards Update (“ASU”) that requires the bifurcation of net periodic pension costs. The ~~new standard represents a significant change to lease accounting and introduces a lessee model that brings most leases onto~~service cost component will be presented with other employee compensation costs in operating income, while the ~~balance sheet.~~other components of net periodic pension costs will be presented separately outside of operations. The standard also aligns certain of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. Furthermore, the new standard addresses other concerns related to

~~the current leases model. The standard~~guidance is effective for ~~fiscal years~~annual reporting periods beginning after December 15, ~~2018.~~2017, including interim periods within those annual reporting periods. The Group ~~is evaluating~~anticipates the ~~effect~~impact to be approximately $5.3 million of ~~adopting this new accounting standard.~~other components, excluding service costs, to be recognized outside of operating expenses on an annualized basis.

Statements of Cash Flows

In August 2016, the FASB issued an ASU to clarify guidance on the classification of certain cash receipts and cash payments in the statements of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice regarding eight types of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. ~~Although~~The adoption of the new accounting standard did not have a material impact on the Group’s Condensed Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements Not Yet Adopted

Leases

In February 2016, the FASB issued a new standard on accounting for leases. The new standard represents a significant change to lease accounting and introduces a lessee model that brings most leases onto the balance sheet. The standard also aligns certain of the underlying principles of the new lessor model with those in the

FASB’s new revenue recognition standard. Furthermore, the new standard addresses other concerns related to the current leases model. The standard is effective for fiscal years beginning after December 15, 2018. The Group is evaluating the effect of adopting this new accounting ~~standard, management does not expect the adoption to have a material impact on the Consolidated Statements of Cash Flows.~~standard.

In November 2016, the FASB issued an ASU to clarify guidance on the classification and presentation of restricted cash in the statements of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Although the Group is evaluating the effect of adopting this new accounting standard, management does not expect the adoption to have a material impact on the Consolidated Statements of Cash Flows.

~~Goodwill Impairment Testing~~

In January 2017, the FASB issued an ASU that simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of the reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU is effective for annual and interim impairment tests for periods beginning after December 15, 2021. Early adoption is allowed for annual and interim impairment tests occurring after January 1, 2017. The Group will complete its annual goodwill impairment tests according to the new guidance.

Hedge Accounting

In August 2017, the FASB issued an ASU that amends hedge accounting. The ASU expands the strategies eligible for hedge accounting, changes how companies assess hedge effectiveness and will require new disclosures and presentation. The ASU is effective on January 1, 2019, for calendar year-end companies; however, early adoption is permitted. The Group is evaluating the effect of adopting this new accounting standard.

~~Note 2~~Revenue Recognition Policy — ~~Acquisitions~~

~~Merger with JCG~~Updated January 1, 2018

OnRevenue is measured and recognized based on the ~~Closing Date, pursuant~~five-step process outlined in US GAAP. Revenue is determined based on the transaction price negotiated with the customer, net of rebates. Management fees, performance fees, shareowner servicing fees and other revenue are derived from providing professional services to manage investment products.

Management fees are earned over time as services are provided and are generally based on a percentage of the ~~Agreement and Plan~~market value of ~~Merger dated as of October 3, 2016 (the “Merger Agreement”~~assets under management (“AUM”), by and among JCG, a Delaware corporation, Henderson, a company incorporated in Jersey, and Horizon Orbit Corp., a Delaware corporation and a direct and wholly owned subsidiary of Henderson (“Merger Sub”), Merger Sub merged with and into JCG, with JCG surviving such merger. These fees are calculated as a ~~direct~~percentage of either the daily, month-end or quarter-end average asset balance in accordance with contractual agreements.

Performance fees are specified in certain fund and ~~wholly owned subsidiary~~client contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of ~~Henderson. Upon closing~~time. Performance fees are generated on certain management contracts when performance hurdles or other specified criteria are achieved. Performance fees for all fund ranges and separate accounts are recognized when it is probable that a significant reversal of revenue recognized will not occur in future periods. There are no performance fee contracts where revenue can be clawed back. There are no cumulative revenues recognized that would be reversed if all of the ~~Merger, Henderson~~existing investments became ~~the parent holding company for the combined group and was renamed Janus Henderson Group plc.~~worthless.

~~Upon closing~~Management fees are primarily received monthly or quarterly, while performance fees are usually received monthly, quarterly or annually by the Group, although the frequency of receipt varies between agreements. Management and performance fee revenue not yet received is recognized within fees and other receivables on the Group’s Condensed Consolidated Balance Sheets.

Shareowner servicing fees are earned for services rendered related to transfer agent and administrative activities performed for investment products. These services are transferred over time and are generally based on a percentage of the ~~Merger, holders of JCG common stock received 0.47190 fully paid and non-assessable JHG ordinary shares with a par~~market value of ~~$1.50 per share (the “Ordinary Shares”) for each share of JCG common stock held, plus cash in lieu of any fractional shares~~AUM.

Other revenue includes distribution and servicing fees earned from U.S. mutual funds associated with mutual fund transfer agent, accounting, shareholder servicing and participant recordkeeping activities. These services are transferred over time and are generally based on ~~prevailing market prices. Effective immediately prior to the closing~~a percentage of the ~~Merger, Henderson implemented a share consolidation~~market value of ~~ordinary shares at a ratio of one Ordinary Share (or Chess Depositary Interest (“CDI”), as applicable) for every 10 ordinary shares (or CDIs, as applicable) outstanding.~~AUM.

U.S. Mutual Fund Performance Fees

The ~~fair value of consideration transferred~~investment management fee paid by each U.S. mutual fund subject to ~~JCG common stockholders was $2,600.7 million, representing 87.2 million shares of JHG transferred at~~ a ~~share price of $30.75 each~~performance fee is the base management fee plus or minus a performance fee adjustment as determined by the relative investment performance of the ~~Closing Date, adjusted for~~fund compared to a ~~post-combination stock-based compensation charge for unvested shares in relation~~specified benchmark index. Under the performance based fee structure, the investment advisory fee paid by each fund consists of two components: (1) a base fee calculated by applying the contractual fixed rate of the advisory fee to ~~JCG share plans.~~the fund’s average daily net assets during the previous month, plus or minus (2) a performance fee adjustment calculated by applying a variable rate of up to 0.15% to the fund’s average daily net assets during the performance measurement period. The performance measurement period begins as a trailing period ranging from 12 to 18 months, and each subsequent month is added to each successive performance measurement period until a 36-month period is achieved. At that point, the measurement period becomes a rolling 36-month period.

The ~~issuance~~addition of ~~JHG shares in connection with~~performance fees to all funds without such fees is subject to the ~~Merger was registered under~~approval of both a majority of the ~~Securities Act~~shareholders of ~~1933, as amended, pursuant to JHG’s registration statement on Form F- 4 (File No. 333- 216824) filed with~~such funds and the ~~SEC on March 20, 2017 (the “Registration Statement”).~~funds’ independent board of trustees.

~~Preliminary Fair Values of Assets Acquired and Liabilities Assumed~~
Preliminary estimates of fair values of the assets acquired and liabilities assumed are based on information available as of the closing of the Merger. The Group is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the closing of the Merger. The preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed is presented in the following table (in millions):

Preliminary

purchase price

allocation

Assets:

Cash and cash equivalents

$
417.2

Investment securities

270.4

Fees and other receivables

133.7

Other current assets

119.4

Property, equipment and software

32.3

Intangible assets

2,785.0

Goodwill

697.9

Other non-current assets

10.6

Liabilities:

Long-term debt

481.8

Deferred tax liabilities

1,025.6

Other current liabilities

243.8

Other non-current liabilities

55.2

Noncontrolling interests

59.4

Net assets acquired

$
2,600.7

~~Goodwill~~
~~Goodwill primarily represents the value JHG expects to obtain from growth opportunities and synergies for the combined operations. Goodwill is not deductible for tax purposes.~~
~~Intangible Assets~~
Acquired intangible assets include the value of investment advisory agreements for mutual funds, separate accounts and exchange traded products (“ETPs”). Also included are the values of acquired trademarks, which include trademarks for Janus Capital Management LLC (“Janus”), Intech Investment Management LLC (“Intech”), Kapstream Capital Pty Limited (“Kapstream”), Perkins Investment Management LLC (“Perkins”) and VS Holdings Inc. (“VelocityShares”). Preliminary estimates of acquired intangible assets and their weighted-average estimated useful lives are presented in the following table (in millions):

Estimated useful

Estimated

life (weighted-

fair value

average in years)

Investment management contracts:

Mutual funds

$
2,155.0

Indefinite

Separate accounts

202.0

15

Exchange traded notes

33.0

15

Exchange traded funds

14.0

Indefinite

Trademarks

381.0

Indefinite

Total

$
2,785.0

9

~~The following table presents movements in intangible assets during the period (in millions):~~

Foreign

December 31,

currency

September 30,

2016

Merger

Amortization

translation

2017

Indefinite-lived intangible assets:

Investment management agreements

$
334.8

$
2,169.0

$
—

$
38.1

$
2,541.9

Trademarks

—

381.0

—

0.3

381.3

Definite-lived intangible assets:

Client relationships

126.9

235.0

—

7.3

369.2

Accumulated amortization

(60.4
)
—

(15.7
)
(6.0
)
(82.1
)
Net intangible assets

$
401.3

$
2,785.0

$
(15.7
)
$
39.7

$
3,210.3

Amortization expense was $7.0 million and $15.7 million for the three and nine months ended September 30, 2017, respectively, and $3.7 million and $11.1 million for the same periods in 2016. Expected future amortization expense is summarized below (in millions):
Year ended December 31,

Amount

2017 (remainder of year)

$
7.4

2018

29.7

2019

29.7

2020

29.7

2021

26.8

2022

18.3

Thereafter

145.5

Total

$
287.1

~~Debt~~Principal versus Agent

The ~~fair value~~Group utilizes third-party intermediaries to fulfill certain performance obligations in its revenue agreements. Generally, JHG is deemed to be the principal in these arrangements, because the Group controls the investment management and other related services before they are transferred to customers. Such control is evidenced by the Group’s primary responsibility to customers, the ability to negotiate the third-party contract price and select and direct third-party service providers, or a combination of ~~JHG’s debt was valued using broker quotes~~these factors. Therefore, distribution and ~~recent trading activity, which are considered fair value Level 2 inputs.~~
The acquired 0.750% Convertible Senior Notes due 2018 (“2018 Convertible Notes”) may be wholly or partially settled in cash, and thereby the liability and conversion feature components are accounted for separately. The $115.2 million liability component at the Closing Date was determined by discounting future contractual cash flows at a 1.9% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The liability component will accrete up to the face value of $116.6 million, through interest expense, over the remaining term of the notes. The $42.9 million equity component was determined as the difference between the liability componentservice fee revenues and the ~~fair value of the notes at the Closing Date.~~
The 4.875% Senior Notes due 2025 (“2025 Senior Notes”) were recorded at their fair value of $323.7 million at the time of the Merger. The 2025 Senior Notes include unamortized debt premium, net at September 30, 2017, of $22.7 million, which will be amortized over the remaining life of the notes through interest expense. The unamortized debt premium is recorded asrelated third-party distribution and service expenses are reported on a ~~liability within long-term debt on JHG’s Condensed Consolidated Balance Sheets.~~
~~Deferred Tax Liabilities, Net~~
Deferred income taxes primarily relate to deferred income tax balances acquired from JCG and the deferred tax impact of fair value adjustments to the assets and liabilities acquired from JCG, including intangible assets and long-term debt. Deferred income taxes were provisionally estimated based on statutory tax rates in the jurisdictions of the legal entities where the acquired assets and liabilities are taxed. Tax rates used are continually assessed, and updates to deferred income tax estimates are based on any changes to provisional valuations of the related assets and liabilities and refinement of the effective tax rates, which could result in changes to these provisional values.
10

~~Pro Forma Results of Operations~~
~~The following table presents summarized unaudited supplemental pro forma operating results as if the Merger had occurred at the beginning of each of the periods presented (in millions):~~

Nine months ended September 30,

2017

2016

Revenues

$
1,590.6

$
1,515.8

Net income attributable to JHG

$
232.9

$
267.0

~~The only adjustment made was the inclusion of the JCG results for the periods presented.~~
~~JCG Results of Operations~~
Revenue (inclusive of revenue from certain mandates transferred to JCG from Henderson after the Merger) and net income of JCG from the Closing Date through the end of the third quarter of 2017 included in JHG’s Condensed Consolidated Statements of Comprehensive Income are presented in the following table (in millions):

Closing Date -

September 30, 2017

Revenues

$
421.3

Net income attributable to JCG

$
88.2

~~Options~~
On the Closing Date of the Merger, JHG sold 20 tranches of conditional options to Dai-ichi Life Holdings Inc. (“Dai-ichi”), with each tranche allowing Dai-ichi to purchase 500,000 JHG ordinary shares at a strike price of £29.972 per share (the terms of such options having been adjusted in accordance with the terms of the Dai-ichi Option Agreement to take account of the effect of the share consolidation). The cash consideration received for the options was £19.8 million ($25.7 million). The options can be exercised by Dai-ichi during the period from the Closing Date of the Merger until October 3, 2018. As of September 30, 2017, the fair value of the options was $17.5 million.
~~Contingent Consideration~~
~~Acquisitions prior to the Merger included contingent consideration. Refer to Note 5 — Fair Value Measurements for a detailed discussion of the terms of the contingent consideration.~~gross basis.

Note 32 — Consolidation

Variable Interest Entities

Consolidated Variable Interest Entities

JHG’s consolidated variable interest entities (“VIEs”) as of ~~September~~June 30, 2018 and December 31, 2017, include certain consolidated seeded investment products in which the Group has an investment and acts as the investment manager. The assets of these VIEs are not available to JHG or the creditors of JHG. JHG may not, under any circumstances, access cash and cash equivalents held by consolidated VIEs to use in its operating activities or otherwise. In addition, the investors in these VIEs have no recourse to the credit of the Group.

11

~~Consolidated VIE assets and liabilities, presented after intercompany eliminations, at September 30, 2017, and December 31, 2016, are as follows (in millions):~~

September 30,

December 31,

2017

2016

Investment securities

$
437.4

$
313.7

Cash and cash equivalents

49.6

44.2

Other current assets

10.9

8.1

Accounts payable and accrued liabilities

(23.2
)
(26.2
)
Total

474.7

339.8

Redeemable noncontrolling interests in consolidated VIEs

(186.4
)
(158.0
)
Nonredeemable noncontrolling interests in consolidated VIEs

(27.0
)
(44.8
)
JHG’s net interest in consolidated VIEs

$
261.3

$
137.0

Unconsolidated Variable Interest Entities

At ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, JHG’s carrying values of investment securities included on the Condensed Consolidated Balance Sheets pertaining to unconsolidated VIEs ~~was $1.1~~were $3.9 million and ~~nil,~~$6.2 million, respectively. JHG’s total exposure to unconsolidated VIEs represents the value of its economic ownership interest in the investment securities.

Voting Rights Entities

Consolidated Voting Rights Entities

The following table presents the balances related to consolidated voting rights entities (“VREs”) that were recorded on JHG’s Condensed Consolidated Balance Sheets, including JHG’s net interest in these products (in millions):

September 30,

December 31,

June 30,

December 31,

2017

2016

2018

2017

Investment securities

$
14.1

$
5.1

$
21.5

$
18.9

Cash and cash equivalents

0.7

—

5.6

5.9

Other current assets

0.3

—

0.2

0.6

Accounts payable and accrued liabilities

(0.1
)
—

(1.5
)
(2.2
)
Total

15.0

5.1

25.8

23.2

Redeemable noncontrolling interests in consolidated VREs

(3.2
)
—

(8.4
)
(6.6
)
JHG’s net interest in consolidated VREs

$
11.8

$
5.1

$
17.4

$
16.6

JHG’s total exposure to consolidated VREs represents the value of its economic ownership interest in these seeded investment products. JHG may not, under any circumstances, access cash and cash equivalents held by consolidated VREs to use in its operating activities or for any other purpose.

Unconsolidated Voting Rights Entities

At ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, JHG’s carrying ~~value~~values of investment securities included on the Condensed Consolidated Balance Sheets pertaining to unconsolidated VREs ~~was $54.2~~were $42.9 million and ~~$4.9~~$50.0 million, respectively. JHG’s total exposure to unconsolidated VREs represents the value of its economic ownership interest in the investment securities.

129

Note 43 — Investment Securities

JHG’s investment securities as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, are summarized as follows (in millions):

September 30,

December 31,

June 30,

December 31,

2017

2016

2018

2017

Trading securities:

Seeded investment products:

Consolidated VIEs

$
417.8

$
288.0

$
351.0

$
419.7

Consolidated VREs

14.1

5.1

21.5

18.9

Unconsolidated VIEs and VREs

50.5

4.5

46.8

56.2

Separate accounts

73.1

—

74.6

75.6

Pooled investment funds

26.8

—

25.9

27.5

Total seeded investment products

582.3

297.6

519.8

597.9

Investments related to deferred compensation plans

96.3

66.5

138.5

94.0

Other investments

10.8

3.1

6.1

8.2

Total trading securities

689.4

367.2

Available-for-sale securities:

Seeded investment products:

Consolidated VIEs

19.6

25.7

Unconsolidated VIEs and VREs

4.8

0.4

Total available-for-sale securities

24.4

26.1

Total investment securities

$
713.8

$
393.3

$
664.4

$
700.1

~~Trading Securities~~
All investment securities as of June 30, 2018, and December 31, 2017, are equity securities. Net unrealized ~~gains~~losses on ~~trading~~investment securities held as of ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are summarized as follows (in millions):

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Trading securities held at period end

$
19.7

$
8.5

$
15.2

$
18.7

~~Available-for-Sale Securities~~
~~The following is a summary of available-for-sale securities as of September 30, 2017, and December 31, 2016 (in millions):~~

Gross unrealized

Foreign

investment

currency

Cost

Gains

Losses

translation

Fair value

September 30, 2017:

Available-for-sale securities

$
19.8

$
3.2

$
—

$
1.4

$
24.4

December 31, 2016:

Available-for-sale securities

$
15.1

$
3.4

$
—

$
7.6

$
26.1

Three months ended
June 30,

Six months ended
June 30,

2018

2017

2018

2017

Unrealized losses on investment securities held at period end

$
(13.6
)
$
(7.0
)
$
(21.5
)
$
(4.5
)

Derivative Instruments

JHG maintains an economic hedge program that uses derivative instruments to mitigate against market volatility of certain seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps (“TRSs”) and credit default swaps. ~~Certain foreign~~Foreign currency exposures associated with the Group’s seeded investment products are also hedged by using foreign currency forward contracts. The Group also has a net investment hedge related to foreign currency translation on hedged seed investments denominated in currencies other than the Group’s functional currency.
13

JHG was party to the following derivative instruments as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016~~2017 (in millions):

Notional value

Notional value

September 30, 2017

December 31, 2016

June 30, 2018

December 31, 2017

Futures

$
184.6

$
14.7

$
148.3

$
190.6

Credit default swaps

129.0

—

145.6

117.5

Index swaps

49.9

34.2

—

76.7

Total return swaps

68.6

59.5

88.4

70.3

Foreign currency forward contracts

85.1

170.1

163.3

118.8

The derivative instruments are not designated as hedges for accounting purposes, with the exception of foreign currency forward contracts used for net investment hedging. Changes in fair value of the futures, index swaps, TRSs and credit default swaps are recognized in investment gains (losses), net inon JHG’s Condensed Consolidated Statements of Comprehensive Income. Changes in the fair value of the foreign currency forward contracts designated as hedges for accounting purposes are recognized in other comprehensive income, ~~(loss),~~ net of tax, inon JHG’s Condensed Consolidated Statements of Comprehensive Income.

10

The value of the individual derivative contracts ~~are~~is recognized on a gross basis and included in other current assets or accounts payable and accrued liabilities on the Condensed Consolidated Balance ~~Sheets. The Group has entered into netting arrangements with certain counterparties. The impacts of any potential netting~~Sheets and are ~~shown below.~~immaterial individually and in aggregate.

~~The following tables illustrate the effect of offsetting derivative instruments on JHG’s Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016 (in millions):~~

September 30, 2017

Gross amounts

offset by

Gross amounts

derivative

offset by cash

Gross amounts

instruments

collateral pledged

Net amounts

Assets:

Futures

$
3.4

$
(1.1
)
$
—

$
2.3

Foreign currency forward contracts

1.0

—

—

1.0

Total assets

$
4.4

$
(1.1
)
$
—

$
3.3

Liabilities:

Futures

$
(1.2
)
$
1.1

$
—

$
(0.1
)
Total return swaps

(1.0
)
—

0.8

(0.2
)
Index swaps

(1.9
)
—

1.9

—

Credit default swaps

(3.0
)
—

1.0

(2.0
)
Total liabilities

$
(7.1
)
$
1.1

$
3.7

$
(2.3
)

December 31, 2016

Gross amounts

offset by

Gross amounts

derivative

offset by cash

Gross amounts

instruments

collateral pledged

Net amounts

Liabilities:

Total return swaps

$
(1.1
)
$
—

$
1.1

$
—

Index swaps

(0.8
)
—

0.5

(0.3
)
Foreign currency forward contracts

(3.2
)
—

—

(3.2
)
Total liabilities

$
(5.1
)
$
—

$
1.6

$
(3.5
)
The Group recognized the following net foreign currency translation gains and losses on hedged seed investments denominated in currencies other than the Group’s functional currency and net gains and losses associated with foreign
14

currency forward contracts under net investment hedge accounting for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (in millions):

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Foreign currency translation

$
1.1

$
6.3

$
1.8

$
20.7

Foreign currency forward contracts

(1.1
)
(6.3
)
(1.8
)
(20.7
)
Total

$
—

$
—

$
—

$
—

~~The foreign currency translation gains and losses on foreign currency forward contracts associated with the net investment hedge are recognized in other comprehensive income (loss), net of tax in~~ ~~JHG’s Condensed Consolidated Statements of Comprehensive Income.~~

Three months ended
June 30,

Six months ended
June 30,

2018

2017

2018

2017

Foreign currency translation

$
(3.3
)
$
0.1

$
(3.8
)
$
0.7

Foreign currency forward contracts

3.3

(0.1
)
3.8

(0.7
)
Total

$
—

$
—

$
—

$
—

Derivative Instruments in Consolidated Seeded Investment Products

Certain of the Group’s consolidated seeded investment products utilize derivative instruments to contribute to the achievement of defined investment objectives. These derivative instruments are classified within other current assets or accounts payable and accrued liabilities on JHG’s Condensed Consolidated Balance ~~Sheets.~~Sheets and are immaterial individually and in aggregate. Gains and losses on these derivative instruments are classified within investment ~~gains (losses),~~losses, net inon JHG’s Condensed Consolidated Statements of Comprehensive Income.

JHG’s consolidated seeded investment products were party to the following derivative instruments as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016 (in millions):~~

Notional value

September 30, 2017

December 31, 2016

Futures

$
288.7

$
22.3

Contracts for differences

16.5

9.2

Credit default swaps

5.4

1.8

Total return swaps

39.7

—

Interest rate swaps

3.3

8.3

Options

291.5

184.8

Swaptions

0.2

1.7

Foreign currency forward contracts

159.4

120.0

15

~~The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of September 30,~~ 2017 (in millions):

September 30, 2017

Gross amounts

offset by

Gross amounts

derivative

offset by cash

Gross amounts

instruments

collateral pledged

Net amounts

Assets:

Futures

$
3.0

$
(1.6
)
$
—

$
1.4

Contracts for differences

0.5

—

—

0.5

Interest rate swaps

0.1

(0.1
)
—

—

Total return swaps

0.2

(0.2
)
—

—

Credit default swaps

0.1

—

—

0.1

Options

1.3

(0.3
)
—

1.0

Foreign currency forward contracts

0.7

(0.3
)
0.9

1.3

Swaptions

0.3

—

—

0.3

Total assets

$
6.2

$
(2.5
)
$
0.9

$
4.6

Liabilities:

Futures

$
(1.6
)
$
1.6

$
—

$
—

Contracts for differences

—

—

—

—

Interest rate swaps

(0.2
)
0.1

—

(0.1
)
Total return swaps

(0.2
)
0.2

—

—

Credit default swaps

(0.2
)
—

—

(0.2
)
Options

(0.4
)
0.3

—

(0.1
)
Foreign currency forward contracts

(1.4
)
0.3

0.1

(1.0
)
Swaptions

(0.3
)
—

—

(0.3
)
Total liabilities

$
(4.3
)
$
2.5

$
0.1

$
(1.7
)
The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of December 31, 2016 (in millions):

December 31, 2016

Notional value

Gross amounts

June 30, 2018

December 31, 2017

offset by

Gross amounts

derivative

offset by cash

Gross amounts

instruments

collateral

Net amounts

Assets:

Futures

$
0.6

$
(0.1
)
$
—

$
0.5

$
187.9

$
241.2

Contracts for differences

0.3

(0.1
)
—

0.2

9.5

10.2

Credit default swaps

25.1

15.0

Total return swaps

43.6

36.7

Interest rate swaps

0.1

(0.1
)
—

—

50.6

58.3

Options

3.1

(1.2
)
—

1.9

93.2

144.3

Swaptions

8.3

2.7

Foreign currency forward contracts

0.4

—

(0.4
)
—

171.8

135.9

Total assets

$
4.5

$
(1.5
)
$
(0.4
)
$
2.6

Liabilities:

Futures

$
(0.1
)
$
0.1

$
—

$
—

Contracts for differences

(0.1
)
0.1

—

—

Interest rate swaps

(0.1
)
0.1

—

—

Credit default swaps

(0.1
)
—

—

(0.1
)
Options

(1.2
)
1.2

—

—

Foreign currency forward contracts

(2.4
)
—

0.3

(2.1
)
Total liabilities

$
(4.0
)
$
1.5

$
0.3

$
(2.2
)

16

As of ~~September~~June 30, ~~2017,~~2018, certain consolidated seeded investment products sold credit protection through the use of credit default swap contracts. ~~This type of arrangement did not exist as of December 31, 2016.~~ The contracts provide alternative credit risk exposure to individual companies and countries outside of traditional bond markets. The terms of the credit default swap contracts range from one to five years.

As sellers in credit default swap contracts, the consolidated seeded investment products would be required to pay the notional value of a referenced debt obligation to the counterparty in the event of a default on the debt obligation by the issuer. The notional value represents the estimated maximum potential undiscounted amount of future payments required upon the occurrence of a credit default event. As of ~~September~~June 30, 2018 and December 31, 2017, the notional values of the agreements totaled $3.9 ~~million.~~million and $4.0 million, respectively. The credit default swap contracts include recourse provisions that allow for recovery of a certain percentage of amounts paid upon the occurrence of a credit default event. As of ~~September~~June 30, 2018 and December 31, 2017, the fair value of the credit default swap contracts selling protection was ($0.3) million and $0.1 ~~million.~~million, respectively.
11

Investment Gains ~~Gains~~ (Losses), Net

Investment gains (losses), net inon JHG’s Condensed Consolidated Statements of Comprehensive Income included the following for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (in millions):

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Seeded investment products

$
15.1

$
2.9

$
14.2

$
7.2

Fair value movements on derivatives

(9.1
)
(4.9
)
(9.4
)
(12.2
)
Gain on sale of Volantis

—

—

10.2

—

Other

0.1

—

—

0.9

Investment gains (losses), net

$
6.1

$
(2.0
)
$
15.0

$
(4.1
)
On April 1, 2017, the Group completed the sale of its alternative UK small cap team (“Volantis”). Consideration for the sale was a 10% share of the management and performance fees generated by Volantis for a period of three years. During the nine months ended September 30, 2017, a $10.2 million gain was recognized in investment gains (losses), net in the Condensed Consolidated Statements of Comprehensive Income, representing the net present value of estimated future cash flows.

Three months ended
June 30,

Six months ended
June 30,

2018

2017

2018

2017

Seeded investment products

$
(12.8
)
$
(2.1
)
$
(20.8
)
$
(0.9
)
Fair value movements on derivatives

(4.6
)
1.8

2.6

(0.3
)
Gain on sale of Volantis

—

10.2

—

10.2

Other

0.8

(0.1
)
0.9

(0.1
)
Investment gains (losses), net

$
(16.6
)
$
9.8

$
(17.3
)
$
8.9

Cash Flows

Cash flows related to investment securities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are summarized as follows (in millions):

Nine months ended September 30,

2017

2016

Purchases

Sales,

Purchases

Sales,

and

settlements and

and

settlements and

settlements

maturities

settlements

maturities

Trading securities

$
(72.7
)
$
189.4

$
(53.8
)
$
—

Available-for-sale securities

(0.3
)
10.1

—

5.4

Total cash flows

$
(73.0
)
$
199.5

$
(53.8
)
$
5.4

Six months ended June 30,

2018

2017

Purchases
and
settlements

Sales,
settlements and
maturities

Purchases
and
settlements

Sales,
settlements and
maturities

Investment securities

$
(30.9
)
58.1

(45.7
)
208.5

1712

Note 54 — Fair Value Measurements

The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of ~~September~~June 30, ~~2017~~2018 (in millions):

Fair value measurements using:

Quoted prices in

active markets for

identical assets

Significant other

Significant

and liabilities

observable inputs

unobservable inputs

Fair value measurements using:

(Level 1)

(Level 2)

(Level 3)

Total

Quoted prices in
active markets for
identical assets
and liabilities
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable inputs
(Level 3)

Total

Assets:

Cash equivalents

$
367.3

$
—

$
—

$
367.3

$
310.3

$
—

$
—

$
310.3

Investment securities:

Consolidated VIEs - trading

199.4

171.4

47.0

417.8

Other - trading

170.5

101.1

—

271.6

Consolidated VIEs - available-for-sale

19.6

—

—

19.6

Other - available-for-sale

4.8

—

—

4.8

Consolidated VIEs

107.8

211.8

31.4

351.0

Other investment securities

196.1

117.3

—

313.4

Total investment securities

394.3

272.5

47.0

713.8

303.9

329.1

31.4

664.4

Seed hedge derivatives

4.4

—

—

4.4

—

6.7

—

6.7

Derivatives in consolidated seeded investment products

1.8

2.8

—

4.6

—

3.2

—

3.2

Volantis contingent consideration

—

—

10.8

10.8

—

—

7.3

7.3

Total assets

$
767.8

$
275.3

$
57.8

$
1,100.9

$
614.2

$
339.0

$
38.7

$
991.9

Liabilities:

Derivatives in consolidated seeded investment products

$
0.4

$
2.3

$
—

$
2.7

$
—

$
2.9

$
—

$
2.9

Financial liabilities in consolidated seeded investment products

12.6

—

—

12.6

2.0

—

—

2.0

Seed hedge derivatives

4.2

2.9

—

7.1

—

1.1

—

1.1

Current portion of long-term debt(1)

—

83.4

—

83.4

—

9.4

—

9.4

Long-term debt(1)

—

322.7

—

322.7

—

308.3

—

308.3

Deferred bonuses

—

—

53.5

53.5

—

—

64.3

64.3

Contingent consideration

—

—

76.6

76.6

—

—

57.3

57.3

Dai-ichi options

—

—

17.5

17.5

—

—

2.1

2.1

Total liabilities

$
17.2

$
411.3

$
147.6

$
576.1

$
2.0

$
321.7

$
123.7

$
447.4

Redeemable noncontrolling interests:

Consolidated seeded investment products

$
—

$
—

$
189.6

$
189.6

$
—

$
—

$
163.0

$
163.0

Intech

—

—

21.2

21.2

—

—

14.8

14.8

Total redeemable noncontrolling interests

$
—

$
—

$
210.8

$
210.8

$
—

$
—

$
177.8

$
177.8

(1)         Carried at amortized cost and disclosed at fair value.

1813

The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of December 31, ~~2016~~2017 (in millions):

Fair value measurements using:

Quoted prices in

active markets for

identical assets

Significant other

Significant

and liabilities

observable inputs

unobservable inputs

Fair value measurements using:

(Level 1)

(Level 2)

(Level 3)

Total

Quoted prices in
active markets for
identical assets
and liabilities
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable inputs
(Level 3)

Total

Assets:

Cash equivalents

$
422.5

$
—

$
—

$
422.5

Investment securities:

Consolidated VIEs - trading

$
128.2

$
117.1

$
42.7

$
288.0

Other - trading

66.1

13.1

—

79.2

Consolidated VIEs - available-for-sale

20.3

5.4

—

25.7

Other - available-for-sale

0.4

—

—

0.4

Consolidated VIEs

131.0

251.4

37.3

419.7

Other investment securities

185.7

94.5

0.2

280.4

Total investment securities

215.0

135.6

42.7

393.3

316.7

345.9

37.5

700.1

Seed hedge derivatives

0.9

—

—

0.9

Derivatives in consolidated seeded investment products

3.4

0.6

—

4.0

2.9

3.6

—

6.5

Contingent consideration

—

—

9.0

9.0

Total assets

$
218.4

$
136.2

$
42.7

$
397.3

$
743.0

$
349.5

$
46.5

$
1,139.0

Liabilities:

Derivatives in consolidated seeded investment products

$
1.3

$
2.2

$
—

$
3.5

$
1.8

$
2.5

$
—

$
4.3

Financial liabilities in consolidated seeded investment products

16.2

—

—

16.2

11.6

—

—

11.6

Seed hedge derivatives

5.9

4.2

—

10.1

Current portion of long-term debt(1)

—

57.3

—

57.3

Long-term debt(1)

—

323.4

—

323.4

Deferred bonuses

—

—

64.7

64.7

Contingent consideration

—

—

25.5

25.5

—

—

76.6

76.6

Deferred bonuses

—

—

42.9

42.9

Seed hedge derivatives

—

5.1

—

5.1

Dai-ichi options

—

—

26.1

26.1

Total liabilities

$
17.5

$
7.3

$
68.4

$
93.2

$
19.3

$
387.4

$
167.4

$
574.1

Total redeemable noncontrolling interests in consolidated seeded investment products

$
—

$
—

$
158.0

$
158.0

Redeemable noncontrolling interests:

Consolidated seeded investment products

$
—

$
—

$
174.9

$
174.9

Intech

—

—

15.4

15.4

Total redeemable noncontrolling interests

$
—

$
—

$
190.3

$
190.3

Level 1 Fair Value Measurements

JHG’s Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual funds, cash equivalents and investments related to deferred compensation plans with quoted market prices in active markets. The fair value level of consolidated seeded investment products is determined by the underlying securities of the product. The fair value level of unconsolidated seeded investment products is determined using the respective net asset value (“NAV”) of each product.

Level 2 Fair Value Measurements

JHG’s Level 2 fair value measurements consist mostly of consolidated seeded investment products, derivative instruments and JHG’s long-term debt. The fair value of consolidated seeded investment products is determined by the underlying securities of the product. The fair value of JHG’s long-term debt is determined using broker quotes and recent trading activity, which are considered Level 2 inputs.

Level 3 Fair Value Measurements

Investment ~~Products~~Securities

As of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, certain securities within consolidated VIEs were valued using significant unobservable inputs, resulting in Level 3 classification.

(1)        Carried at amortized cost and disclosed at fair value.
14

Valuation techniques and significant unobservable inputs used in the valuation of JHG’s material Level 3 assets included within consolidated VIEs as of June 30, 2018, and December 31, 2017, were as follows (in millions):
As of June 30, 2018

Fair value

Valuation
technique

Significant
unobservable
inputs

Range (weighted
average)

Investment securities of consolidated VIEs

$
31.4

Discounted

Discount rate

14.0% - 15.0% (14.7)%

cash flow

EBITDA multiple

11.6 - 19.3 (17.2)

Price-earnings ratio

30.1 - 61.3 (38.6)

As of December 31, 2017

Fair value

Valuation
technique

Significant
unobservable
inputs

Range (weighted
average)

Investment securities of consolidated VIEs

$
37.3

Discounted

Discount rate

12.0% - 15.0% (14.3)%

cash flow

EBITDA multiple

11.6 - 15.1 (14.3)

Price-earnings ratio

22.6 - 61.3 (52.4)

Contingent Consideration
The maximum amount payable and fair value of Geneva, Perennial, Kapstream and VelocityShares contingent consideration is summarized below (in millions):

As of June 30, 2018

Geneva

Perennial

Kapstream

VelocityShares

Maximum amount payable

$
70.0

$
44.3

$
36.0

$
8.0

Fair value included in:

Accounts payable and accrued liabilities

$
—

$
—

$
17.3

$
—

Non-current liabilities

20.2

7.7

12.1

—

Total fair value

$
20.2

$
7.7

$
29.4

$
—

As of December 31, 2017

Geneva

Perennial

Kapstream

VelocityShares

Fair value included in:

Accounts payable and accrued liabilities

$
—

$
—

$
18.8

$
6.1

Non-current liabilities

19.3

7.0

25.4

—

Total fair value

$
19.3

$
7.0

$
44.2

$
6.1

Acquisition of Geneva

The consideration payable on the acquisition of Geneva Capital Management LLC (“Geneva”) in 2014 included two contingent tranches of up to ~~$54.5~~$45.0 million and $25.0 million, payable over ~~six~~seven years. No fair value adjustment was necessary in the period ended September 30, 2017. As of September 30, 2017, and December 31, 2016, the contingent consideration had a fair value of $21.8 million and $20.3 million, respectively, and was included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets.
19

The fair value of the Geneva contingent consideration is estimated at each reporting date by forecasting revenue, as defined by the sale and purchase agreement, over the contingency period and by determining whether targets will be met. Significant unobservable inputs used in the valuation are limited to forecast revenues, which factor in expected growth in ~~assets under management (“AUM”)~~AUM based on performance and industry trends. No fair value adjustment was necessary in the period ended June 30, 2018.

Acquisition of Perennial

The consideration payable on the acquisition of Perennial Fixed Interest Partners Pty Ltd and Perennial Growth Management Pty Ltd (together “Perennial”) included contingent consideration payable in ~~2017 and~~ 2019 if revenues of the Perennial equities business meet certain targets. The total maximum payment over the ~~entire~~remaining contingent consideration period is ~~$11.8~~$5.5 million as of ~~September~~June 30, ~~2017.~~2018. In addition, there is a maximum amount of ~~$41.2~~$38.8 million payable in two tranches in 2019 and 2020, which have employee service conditions attached (“earn-out”). The
15

earn-out is accrued over the service period as compensation expense and is based on net management fee revenue. Fair value adjustments to the consideration during the three months ended September 30, 2017, resulted in a $1.8 million decrease to the liability. As of September 30, 2017, and December 31, 2016, the contingent consideration and earn-out had a combined fair value of $7.1 million and $5.2 million, respectively, which is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets.

The fair value of the Perennial contingent consideration and earn-out is calculated at each reporting date by forecasting Perennial revenues over the contingency period and determining whether the forecasted amounts meet the defined targets. The significant unobservable input used in the valuation is forecasted revenue. No fair value adjustments to the consideration were made during the three and six months ended June 30, 2018.

Acquisition of Kapstream

~~JCG’s~~The outstanding Kapstream Capital Pty Limited (“Kapstream”) contingent cash consideration in respect to the initial acquisition of ~~Kapstream was~~ a ~~two-stage acquisition. The original acquisition~~51% controlling interest is payable in the third quarter of ~~51% in July 2015 had contingent consideration payable at 18 and 36 months after acquisition~~2018 if certain Kapstream AUM reach defined targets. On June 30, 2018, (36 months after acquisition) Kapstream reached defined AUM targets and the Group paid $3.8 million in July of 2018.

The purchase of the remaining 49% had contingent consideration of up to ~~$43.9~~$43.0 million. Payment of the contingent consideration is subject to all Kapstream products and certain products advised by the Group, reaching defined revenue targets on the first, second and third anniversaries of January 31, 2017. The contingent consideration ~~will be~~is payable in three equal installments on the anniversary dates and is indexed to the performance of ~~a certain fund. Upon achieving~~the premier share class of the Kapstream Absolute Return Income Fund. When Kapstream achieves the defined revenue targets, the holders receive the value of the contingent consideration adjusted for gains or losses attributable to the mutual fund to which the contingent consideration is indexed, subject to tax withholding.
~~No fair value adjustment was necessary~~ On January 31, 2018, the first anniversary of the acquisition, Kapstream reached defined revenue targets, and the Group paid $15.3 million in the period ended September 30, 2017. As of September 30, 2017, the aggregate contingent consideration had a fair value of $43.0 million; $18.2 million is included in accounts payable and accrued liabilities, and $24.8 million is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets. As of September 30, 2017, the total maximum payment over the remaining contingent consideration period is $48.4 million. The total maximum payment includes fair value adjustments associated with the consideration, which is indexed to the performance of a certain fund.February 2018.

The fair value of the Kapstream contingent consideration is calculated at each reporting date by forecasting certain Kapstream AUM or defined revenue over the contingency period and determining whether the forecasted amounts meet the defined targets. Significant unobservable inputs used in the valuation are limited to forecasted Kapstream AUM and performance against defined revenue targets. No fair value adjustment was necessary during the three and six months ended June 30, 2018.

Acquisition of VelocityShares

JCG’s acquisition of ~~VelocityShares~~VS Holdings Inc. (“VelocityShares”) in 2014 included contingent consideration. The ~~remaining contingent consideration~~payment is ~~payable on the third and fourth anniversaries of the acquisition, in amounts up to $8.0 million each. The payments are~~ contingent on certain VelocityShares’ ~~ETPs~~exchange-traded products (“ETPs”) reaching defined net revenue targets. ~~As of September 30,~~VelocityShares reached defined net revenue targets in November 2017, and the ~~total maximum payment over the remaining contingent consideration period is $16.0 million.~~
~~Fair value adjustments to the consideration during the three months ended September 30, 2017, resulted~~Group paid $3.6 million in ~~a $1.9 million decrease to the liability. As of September 30, 2017, the contingent consideration had a fair value of~~
20

~~$4.7 million; $3.5 million is included in accounts payable and accrued liabilities, and $1.2 million is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets.~~January 2018.

The fair value of the VelocityShares contingent consideration is calculated at each reporting date by forecasting net ETP revenue, as defined by the purchase agreement, over the contingency period and by determining whether net forecasted ETP revenue targets are achieved. Significant unobservable inputs used in the valuation are considered non-public data and limited to forecasted gross revenues and certain expense items, which are deducted from these revenues. Fair value adjustments to the consideration during the three months ended June 30, 2018, resulted in a $2.7 million decrease to the liability which reduced the fair value to nil as of June 30, 2018. The fair value adjustment was recorded to other non-operating income (expenses), net on the Group’s Condensed Consolidated Statements of Comprehensive Income.

Disposal of Volantis

On April 1, 2017, the Group completed the sale of Volantis. Consideration for the sale was a 10% share of the management and performance fees generated by Volantis for a period of three years.

The fair value of the Volantis contingent consideration is estimated at each reporting date by forecasting revenues over the contingency period of three years. Significant unobservable inputs used in the valuation are limited to forecast revenues, which factor in expected growth in AUM based on performance and industry trends. Increases in forecast revenue increase the fair value of the consideration, while decreases in forecast revenue decrease the fair value. The forecasted share of revenues is then discounted back to the valuation date using an 11.8% discount rate. As of ~~September~~June 30, ~~2017,~~2018, the fair value of the Volantis contingent consideration was ~~$10.8~~$7.3 million.
16

Deferred Bonuses

Deferred bonuses represent liabilities to employees over the vesting period that will be settled by investments in JHG products. The significant unobservable inputs are investment designations and vesting periods.

Dai-ichi Options

As of ~~September~~June 30, ~~2017,~~2018, the fair value of the options sold to Dai-ichi Life Holdings Inc. (“Dai-ichi”) was ~~$17.5~~$2.1 million. The fair value was determined using a ~~Black-Sholes~~Black-Scholes option pricing model. The ~~Black-Sholes~~Black-Scholes model requires management to estimate certain variables, primarily the volatility of the underlying shares. Changes in the fair value of the options are recognized in other non-operating income ~~(expense)~~(expenses), net inon JHG’s Condensed Consolidated Statements of Comprehensive Income.

Redeemable Noncontrolling Interests in Intech

~~Intech became a subsidiary of the Group as a result of the Merger.~~ Redeemable noncontrolling interests in Intech Investment Management LLC (“Intech”) are measured at fair value on a quarterly basis or more frequently if events or circumstances indicate that a material change in the fair value of Intech has occurred. The fair value of Intech is determined using a valuation methodology that incorporates observable metrics from publicly traded peer companies as valuation comparables and adjustments related to investment performance and changes in AUM. Changes in fair value are recognized in other non-operating income (expenses), net on JHG’s Condensed Consolidated Statements of Comprehensive Income.

Redeemable Noncontrolling Interests in Consolidated Seeded Investment Products

Redeemable noncontrolling interests are measured at fair value. Their fair values are primarily driven by the fair value of the investments in consolidated funds. The significant unobservable inputs are investment designations. The fair value of redeemable noncontrolling interests may also fluctuate from period to period based on changes in the Group’s relative ownership percentage of seed investments. Changes in fair value are recognized in investment gains (losses), net on JHG’s Condensed Consolidated Statements of Comprehensive Income.
21

Changes in Fair Value

Changes in fair value of JHG’s Level 3 assets for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows (in millions):

Three months ended

Nine months ended

September 30,

September 30,

Three months ended
June 30,

Six months ended
June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Beginning of period fair value

$
57.4

$
51.9

$
42.7

$
58.2

$
47.2

$
43.2

$
46.5

$
42.7

Balance acquired from the Merger

—

—

3.0

—

—

3.0

—

3.0

Additions

0.7

—

10.9

0.4

—

10.2

—

10.2

Settlements and transfers to Level 2

(0.8
)
—

(0.8
)
—

Settlements

(1.8
)
—

(2.2
)
—

Movements recognized in net income

2.5

—

1.7

2.3

(6.1
)
(0.8
)
(5.3
)
(0.8
)
Movements recognized in other comprehensive income

(2.0
)
(1.5
)
0.3

(10.5
)

(0.6
)
1.8

(0.3
)
2.3

End of period fair value

$
57.8

$
50.4

$
57.8

$
50.4

$
38.7

$
57.4

$
38.7

$
57.4

17

Changes in fair value of JHG’s individual Level 3 liabilities and redeemable noncontrolling interests for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows (in millions):

Three months ended September 30,

Three months ended June 30,

2017

2016

2018

2017

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Contingent
consideration

Deferred
bonuses

Redeemable
noncontrolling
interests

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Beginning of period fair value

$
76.0

$
50.3

$
26.9

$
172.0

$
22.1

$
38.0

$
138.5

$
59.2

$
79.5

$
4.3

$
217.7

$
27.3

$
54.5

$
—

$
146.0

Balances acquired from the Merger

—

—

—

—

45.4

—

25.7

42.9

Additions

—

—

—

—

(1.0
)
—

—

—

—

—

—

—

—

—

—

Changes in ownership

—

—

—

18.2

—

—

11.3

—

—

—

(32.6
)
—

—

—

0.3

Net movement in bonus deferrals

—

3.2

—

—

—

7.7

—

—

(15.2
)
—

—

—

(6.1
)
—

—

Fair value adjustments

(0.5
)
—

(10.3
)
0.9

—

—

—

(0.2
)
—

(1.9
)
(0.2
)
1.8

—

1.2

0.3

Unrealized gains (losses)

—

—

—

16.2

—

—

2.7

—

—

—

(6.5
)
—

—

—

(16.5
)
Amortization of Intech appreciation rights

—

—

—

1.1

—

—

—

—

—

—

0.3

—

—

—

0.4

Distributions

—

—

—

(0.2
)
—

—

—

—

—

—

(0.3
)
—

—

—

(0.1
)
Foreign currency translation

1.1

—

0.9

2.6

(0.5
)
(0.9
)
(7.2
)

(1.7
)
—

(0.3
)
(0.6
)
1.5

1.9

—

(1.3
)
End of period fair value

$
76.6

$
53.5

$
17.5

$
210.8

$
20.6

$
44.8

$
145.3

$
57.3

$
64.3

$
2.1

$
177.8

$
76.0

$
50.3

$
26.9

$
172.0

Nine months ended September 30,

2017

2016

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Contingent
consideration

Deferred
bonuses

Redeemable
noncontrolling
interests

Beginning of period fair value

$
25.5

$
42.9

$
—

$
158.0

$
19.5

$
35.7

$
82.9

Balances acquired from the Merger

45.4

—

—

42.9

—

—

—

Additions

—

—

25.7

—

3.4

—

—

Changes in ownership

—

—

—

13.1

—

—

56.2

Net movement in bonus deferrals

—

8.2

—

—

—

13.3

—

Fair value adjustments

2.8

—

(9.1
)
1.2

—

—

—

Unrealized gains (losses)

—

—

—

(7.6
)
—

—

21.2

Amortization of Intech appreciation rights

—

—

—

1.5

—

—

—

Distributions

—

—

—

(0.3
)
—

—

—

Foreign currency translation

2.9

2.4

0.9

2.0

(2.3
)
(4.2
)
(15.0
)
End of period fair value

$
76.6

$
53.5

$
17.5

$
210.8

$
20.6

$
44.8

$
145.3

22

~~Significant Unobservable Inputs~~
Valuation techniques and significant unobservable inputs used in the valuation of JHG’s material Level 3 asset, the Group’s private equity investment included within consolidated VIEs, as of September 30, 2017, and December 31, 2016, were as follows (in millions):
As of September 30, 2017

Fair value

Valuation
technique

Significant
unobservable
inputs

Range (weighted
average)

Investment securities of consolidated VIEs - trading

$
44.8

Discounted cash flow

Discount rate
EBITDA multiple
Price-earnings ratio

12.0% - 30.0% (16.3)%
8.7 - 11.0 (9.1)
17.2 - 24.0 (18.4)

As of December 31, 2016

Fair value

Valuation
technique

Significant
unobservable
inputs

Range (weighted
average)

Investment securities of consolidated VIEs - trading

$
42.7

Discounted cash flow

Discount rate
EBITDA multiple
Price-earnings ratio

12.0% - 30.0% (16.3)%
8.7 - 11.0 (9.1)
17.2 - 24.0 (18.4)

Six months ended June 30,

2018

2017

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Contingent
consideration

Deferred
bonuses

Dai-ichi
options

Redeemable
noncontrolling
interests

Beginning of period fair value

$
76.6

$
64.7

$
26.1

$
190.3

$
25.5

$
42.9

$
—

$
158.0

Balances acquired from the Merger

—

—

—

—

45.4

—

25.7

42.9

Additions

—

—

—

—

—

—

—

—

Changes in ownership

—

—

—

(5.5
)
—

—

—

(5.1
)
Net movement in bonus deferrals

—

(0.4
)
—

—

—

5.0

—

—

Fair value adjustments

1.8

—

(24.7
)
0.2

3.3

—

1.2

0.3

Unrealized gains (losses)

—

—

—

(5.4
)
—

—

—

(23.8
)
Amortization of Intech appreciation rights

—

—

—

(0.6
)
—

—

—

0.4

Distributions

(18.8
)
—

—

(0.4
)
—

—

—

(0.1
)
Foreign currency translation

(2.3
)
—

0.7

(0.8
)
1.8

2.4

—

(0.6
)
End of period fair value

$
57.3

$
64.3

$
2.1

$
177.8

$
76.0

$
50.3

$
26.9

$
172.0

Nonrecurring Fair Value Measurements

Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. The Group measures the fair value of goodwill and intangible assets on initial recognition using discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements of these assets, such measurements are classified as Level 3. Goodwill and intangible assets were part of the preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed from the Merger. Refer to Note 2 — Acquisitions for additional information.

Transfers Between Fair Value Levels

The underlying securities of funds and separate accounts may trade on a foreign stock exchange. In some cases, the closing price of such securities may be adjusted to capture the effects of any post-closing activity affecting the markets in which they trade. Security prices are adjusted based ~~upon~~on historical impacts for similar post-close activity. These adjustments result in the securities being classified as Level 2 and may also result in the movement of securities between Level 1 and Level 2.
18

Transfers are recognized at the end of each reporting period. Transfers between Level 1 ~~Level 2~~ and Level 32 classifications for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~were immaterial.~~are as follows (in millions):

June 30,

2018

2017

Transfers from Level 1 to Level 2

$
2.9

$
—

Transfers from Level 2 to Level 1

$
1.4

$
—

Note 5 — Goodwill and Intangible Assets
The following table presents movements in intangible assets and goodwill during the period (in millions):

Foreign

December 31,

currency

June 30,

2017

Amortization

translation

Disposal

2018

Indefinite-lived intangible assets:

Investment management agreements

$
2,543.9

$
—

$
(20.0
)
$
—

$
2,523.9

Trademarks

381.2

—

(0.3
)
—

380.9

Definite-lived intangible assets:

Client relationships

369.4

—

(3.0
)
—

366.4

Accumulated amortization

(89.7
)
(14.8
)
1.3

—

(103.2
)
Net intangible assets

$
3,204.8

$
(14.8
)
$
(22.0
)
$
—

$
3,168.0

Goodwill

$
1,533.9

$
—

$
(19.9
)
$
(9.5
)
$
1,504.5

Transaction with BNP Paribas
On March 31, 2018, the Group and BNP Paribas Securities Services (“BNP Paribas”) completed a transaction transferring JHG’s back-office (including fund administration and fund accounting), middle-office (including portfolio accounting, securities operations and trading operations) and custody functions in the U.S. to BNP Paribas. As part of the transaction, more than 100 JHG employees, based in Denver, Colorado, have transitioned to BNP Paribas, and BNP Paribas became the fund services provider for JHG’s U.S. regulated mutual funds. Gross consideration of $40.0 million received for the transaction resulted in the recognition of a $22.3 million gain in other non-operating income (expenses), net on the Condensed Consolidated Statements of Comprehensive Income. JHG also allocated $9.5 million of goodwill to the transaction, which resulted in a $9.5 million goodwill reduction, disclosed in the disposal column in the table above.
Future Amortization
Expected future amortization expense related to client relationships is summarized below (in millions):
Year ended December 31,

Amount

2018 (remainder of year)

$
14.8

2019

29.5

2020

29.5

2021

26.7

2022

18.2

Thereafter

144.5

Total

$
263.2

19

Note 6 — Debt

Debt as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, consisted of the following (in millions):

September 30, 2017

December 31, 2016

Carrying

Fair

Carrying

Fair

value

value

value

value

4.875% Senior Notes due 2025

$
322.7

$
322.7

$
—

$
—

0.750% Convertible Senior Notes due 2018

83.3

83.4

—

—

Total debt

406.0

406.1

—

—

Less: Current portion of long-term debt

83.3

83.4

—

—

Total long-term debt

$
322.7

$
322.7

$
—

$
—

23

June 30, 2018

December 31, 2017

Carrying

Fair

Carrying

Fair

value

value

value

value

4.875% Senior Notes due 2025

$
320.6

$
308.3

$
322.0

$
323.4

0.750% Convertible Senior Notes due 2018

9.4

9.4

57.2

57.3

Total debt

330.0

317.7

379.2

380.7

Less: Current portion of long-term debt

9.4

9.4

57.2

57.3

Total long-term debt

$
320.6

$
308.3

$
322.0

$
323.4

4.875% Senior Notes Due 2025

~~As a result of the Merger, the Group recognized~~ The Group’s 4.875% Senior Notes due 2025 (“2025 Senior ~~Notes with~~Notes”) have a ~~nominal~~principal value of $300.0 million ~~which~~as of June 30, 2018, pay interest at 4.875% semiannually on February 1 and August 1 of each year, and mature on August 1, 2025. The 2025 Senior Notes ~~were recorded at their fair value of $323.7 million at the time of the Merger. The 2025 Senior Notes~~ include unamortized debt premium, net at ~~September~~June 30, ~~2017,~~2018, of ~~$22.7~~$20.6 million, which will be amortized over the remaining life of the notes. The unamortized debt premium is recorded as a liability within long-term debt on JHG’s Condensed Consolidated Balance Sheets. JHG fully and unconditionally guarantees the obligations of JCG in relation to the 2025 Senior Notes.

0.750% Convertible Senior Notes Due 2018

~~As a result of the Merger, the Group recognized~~ The Group’s 0.750% Convertible Notes due 2018 (“2018 Convertible ~~Notes with~~Notes”) have a ~~nominal~~principal value of ~~$116.6 million. The~~$9.4 million as of June 30, 2018, ~~Convertible Notes~~ pay interest at 0.750% semiannually on January 15 and July 15 of each year, and mature on July 15, 2018. The 2018 Convertible Notes had a fair value of $158.1 million at the time of the Merger. The 2018 Convertible Notes may be wholly or partially settled in cash at the election of JHG and thereby the liability and conversion feature components of the notes were accounted for separately. The $115.2 million liability component at the Closing Date was determined by discounting future contractual cash flows at a 1.9% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The $42.9 million equity component was determined as the difference between the liability component and the fair value of the notes at the Closing Date. The fair value as of ~~September~~June 30, ~~2017,~~2018, in the table above represents the fair value of the liability component. ~~Upon closing of the Merger,~~ JHG fully and unconditionally ~~guaranteed~~guarantees the obligations of JCG in relation to the 2018 Convertible ~~Notes and 2025 Senior~~ Notes.

Holders of the 2018 Convertible Notes may convert the notes during a particular calendar quarter if the last reported sale price of JHG’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding quarter. The 2018 Convertible Notes are convertible from July 1, 2018 to July 15, 2018 (maturity date), regardless of the conversion criteria.
During the three and six months ended ~~September~~June 30, ~~2017, $32.6~~2018, $0.2 million and $48.1 million of principal was redeemed and settled with cash for a total cash outlay of ~~$50.2~~$0.3 million and $81.9 million, respectively. The difference between the principal redeemed and the cash paid primarily represents the value of the conversion feature. During the period from July 1, 2018 to July 15, 2018, the remaining $9.4 million in principal was redeemed and settled with cash for a total cash outlay of $13.5 million. As of ~~September 30, 2017,~~July 15, 2018, the ~~face value of~~obligations associated with the 2018 Convertible Notes have been settled with cash, and the carrying value was $84.0 million. As of October 1, 2017, the 2018 Convertible Notes met the conversion criteria and are convertible during the fourth quarter 2017 at a conversion rate of 44.7007 shares of JHG common stock per $1,000 principal amount of the 2018 Convertible Notes, which is equivalentreduced to ~~a conversion price of approximately $22.37 per share of common stock.~~
~~Convertible Note Hedge and Warrants~~
Prior to the Merger, JCG entered into convertible note hedge and warrant transactions. The instruments were intended to reduce the potential for future dilution to shareholders by effectively increasing the initial conversion price of the 2018 Convertible Notes. The convertible note hedge and warrants were terminated by the Group in June 2017, and JHG received $59.3 million and paid $47.8 million to settle the contracts. The net proceeds from the settlements were recorded in additional paid-in-capital on the Group’s Condensed Consolidated Balance Sheets.zero.

Credit Facility

At ~~September~~June 30, ~~2017,~~2018, JHG had a $200 million, unsecured, revolving credit facility (“Credit Facility”) with Bank of America Merrill Lynch International Limited as coordinator, book runner and mandated lead arranger. JHG and its subsidiaries can use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the aggregate of the applicable margin, which is based on JHG’s long-term credit rating and the London Interbank Offered Rate (“LIBOR”); the Euro Interbank Offered Rate (“EURIBOR”) in relation to any loan in ~~euro~~euros (“EUR”); or in relation to any loan in Australian ~~dollar~~dollars (“AUD”), the benchmark rate for that currency. JHG is required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is also based on JHG’s long-term credit rating. Under the Credit Facility, the financing leverage ratio cannot exceed 3.00x EBITDA. At ~~September~~June 30, ~~2017,~~2018, JHG was in compliance with all covenants, and there were no borrowings under the Credit Facility at ~~September~~June 30, ~~2017,~~2018, or ~~from inception~~during the three months ended June 30, 2018. The maturity date of the Credit ~~Facility. The Credit~~ Facility ~~has a maturity date of~~is February 16, ~~2022.~~2023.

2420

Note 7 — Income Taxes

The Group’s effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows:

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Effective tax rate

31.1
%
13.7
%
28.6
%
14.6
%

Three months ended

Six months ended

June 30,

June 30,

2018

2017

2018

2017

Effective tax rate

22.6
%
33.6
%
22.6
%
25.4
%
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which made broad and complex changes to the U.S. tax code. Among other things, the Act reduced the U.S. federal corporate tax rate to 21%, included new limitations on executive compensation, and implemented a new system of taxation for non-U.S. earnings, including a one-time transition tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries.
As of June 30, 2018, the Group has not completed its accounting for the tax effects of enactment of the Act because all of the necessary information is not currently available, prepared or analyzed. Therefore, any amounts recorded are estimates and, as permitted by Staff Accounting Bulletin 118 (“SAB 118”), the Group will continue to assess the impact of the Act and may record adjustments to estimates during the remainder of the year. The final effects of the Act may differ from the Group’s estimates, potentially materially, due to, among other things, changes in interpretation of the Act, or any additional regulatory guidance. The Group expects to complete the accounting for the impact as the analysis is finalized, but in no event later than one year from the enactment date of the Act.

The ~~increase~~decrease in the effective tax ~~rate~~rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to the same periods in ~~2016,~~2017 is primarily due to the ~~inclusion of JCG, which is generally taxed at higher rates~~lower tax rate in the U.S. ~~The three and nine months ended September 30, 2016, included a significant tax benefit resulting from an adjustment~~subsequent to passage of the ~~Group’s deferred tax balances to reflect the enacted future~~rate reduction in the ~~UK tax rate from 18% to 17%. In addition, the nine months ended September 30, 2016, included a significant tax benefit relating to the exercise of stock-based compensation awards,~~Act and the ~~effective tax rate for the nine months ended September 30, 2017, was impacted by~~decrease in non-tax deductible ~~deal costs in connection with the Merger.~~merger costs.

As of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, JHG had ~~$6.4~~$10.1 million and ~~$2.5~~$10.2 million ~~respectively,~~ of unrecognized tax benefits held for uncertain tax positions. The increase in the unrecognized tax benefits was primarily a result of the inclusion of a $5.1 million tax reserve acquired from the Merger partially offset by $1.5 million as a result of settlements with the relevant authorities and statute closures. Managementpositions, respectively. JHG estimates that the existing liability for uncertain tax positions could decrease by up to ~~$1.1~~$0.7 million within the next 12 months, without giving effect to changes in foreign currency translation.

Note 8 — Noncontrolling Interests

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, consisted of the following (in millions):

September 30,

December 31,

June 30,

December 31,

2017

2016

2018

2017

Consolidated seeded investment products

$
189.6

$
158.0

$
163.0

$
174.9

Intech:

Appreciation rights

17.1

—

10.2

11.0

Founding member ownership interests

4.1

—

4.6

4.4

Total redeemable noncontrolling interests

$
210.8

$
158.0

$
177.8

$
190.3

Consolidated Seeded Investment Products

Noncontrolling interests in consolidated seeded investment products are classified as redeemable noncontrolling interests when there is an obligation to repurchase units at the investor’s request. Redeemable noncontrolling interests in consolidated ~~seed~~seeded investment products may fluctuate from period to period and are impacted by changes in JHG’s relative ownership, changes in the amount of third-party investment in seeded products and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of investments is redeemed from the respective product’s net assets and cannot be redeemed from the assets of other seeded products or from the assets of JHG.

2521

The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment products for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (in millions):

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Opening balance

$
152.2

$
138.5

$
158.0

$
82.9

Balance acquired from the Merger

—

—

23.2

—

Changes in market value

16.8

2.7

(6.7
)
21.2

Changes in ownership

18.2

11.3

13.1

56.2

Foreign currency translation

2.4

(7.2
)
2.0

(15.0
)
Closing balance

$
189.6

$
145.3

$
189.6

$
145.3

~~Changes in ownership reflect third-party investment in consolidated seeded investment products, additional seed capital investment or seed capital redemptions.~~

Three months ended
June 30,

Six months ended
June 30,

2018

2017

2018

2017

Opening balance

$
202.9

$
146.0

$
174.9

$
158.0

Balance acquired from the Merger

—

23.2

—

23.2

Changes in market value

(6.7
)
(16.2
)
(5.6
)
(23.5
)
Changes in ownership

(32.6
)
0.3

(5.5
)
(5.1
)
Foreign currency translation

(0.6
)
(1.1
)
(0.8
)
(0.4
)
Closing balance

$
163.0

$
152.2

$
163.0

$
152.2

Intech

~~Intech became a subsidiary of the Group as a result of the Merger.~~ Intech ownership interests held by a founding member had an estimated fair value of ~~$4.1~~$4.6 million as of ~~September~~June 30, ~~2017,~~2018, representing an approximate 1.1% ownership of Intech. This founding member is entitled to retain his remaining Intech interests until his death and has the option to require JHG to purchase his ownership interests of Intech at fair value.

Intech appreciation rights are being amortized on a graded vesting method over the respective vesting period. The appreciation rights are exercisable upon termination of employment from Intech to the extent vested. Upon exercise, the appreciation rights are settled in Intech equity.

Nonredeemable Noncontrolling Interests

Nonredeemable noncontrolling interests as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, are as follows (in millions):

September 30,

December 31,

June 30,

December 31,

2017

2016

2018

2017

Nonredeemable noncontrolling interests in:

Seed capital investments

$
27.0

$
44.8

$
15.1

$
24.9

Intech

16.2

—

13.2

13.3

Total nonredeemable noncontrolling interests

$
43.2

$
44.8

$
28.3

$
38.2

Note 9 — Long-Term Incentive and Employee Compensation

The Group granted ~~$6.2~~$63.1 million and ~~$64.5~~$173.2 million in long-term incentive awards during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, which generally vest and will be recognized on a graded vesting method over a three- or four-year period. ~~In addition, the Group issued 4.4 million~~The shares ~~of replacement awards to~~underlying certain ~~employees~~2018 grants were purchased on the ~~Closing Date of the Merger.~~
~~Long-term incentive compensation expense for~~open market during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, was $50.9~~2018 at a cost of $1.3 million and ~~$114.6~~$82.3 million, ~~respectively, and $20.2 million and $71.5 million, respectively, during the same periods in 2016.~~respectively.

2622

Note 10 — Retirement Benefit Plans

The Group operates defined contribution retirement benefit plans and defined benefit pension plans.

The main defined benefit pension plan sponsored by the Group is the defined benefit section of the Janus Henderson Group UK Pension Scheme (“~~HGPS”~~JHGPS”).

Net Periodic Benefit Credit

The components of net periodic benefit credit in respect of defined benefit plans for the three and ~~nine month periods~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, include the following (in millions):

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Service cost

$
(0.3
)
$
(0.3
)
$
(0.9
)
$
(1.0
)

$
(0.3
)
$
(0.3
)
$
(0.6
)
$
(0.6
)
Interest cost

(5.5
)
(5.6
)
(16.0
)
(17.8
)

(4.2
)
(5.3
)
(9.0
)
(10.5
)
Expected return on plan assets

6.2

6.0

18.1

19.0

5.4

6.0

11.5

11.9

Net periodic benefit credit

$
0.4

$
0.1

$
1.2

$
0.2

$
0.9

$
0.4

$
1.9

$
0.8

Note 11 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows (in millions):

Three months ended September 30,

Three months ended June 30,

2017

2016

2018

2017

Available-

Retirement

Available-

Retirement

Retirement

Available-

Retirement

Foreign

for-sale

benefit

Foreign

for-sale

benefit

Foreign

benefit

Foreign

for-sale

benefit

currency

securities

asset, net

Total

currency

securities

asset, net

Total

currency

asset, net

Total

currency

securities

asset, net

Total

Beginning balance

$
(380.5
)
$
4.3

$
32.1

$
(344.1
)
$
(353.6
)
$
4.6

$
17.2

$
(331.8
)

$
(272.4
)
$
21.0

$
(251.4
)
$
(447.6
)
$
4.3

$
32.1

$
(411.2
)
Total other comprehensive income (loss)

41.6

0.2

—

41.8

(39.5
)
0.9

—

(38.6
)
Less: other comprehensive loss (income) attributable to noncontrolling interests

2.8

—

—

2.8

(0.5
)
—

—

(0.5
)
Other comprehensive income (loss)

(104.7
)
—

(104.7
)
51.2

—

—

51.2

Less: other comprehensive loss attributable to noncontrolling interests

0.6

—

0.6

15.9

—

—

15.9

Ending balance

$
(336.1
)
$
4.5

$
32.1

$
(299.5
)
$
(393.6
)
$
5.5

$
17.2

$
(370.9
)

$
(376.5
)
$
21.0

$
(355.5
)
$
(380.5
)
$
4.3

$
32.1

$
(344.1
)

Nine months ended September 30,

Six months ended June 30,

2017

2016

2018

2017

Available-

Retirement

Available-

Retirement

Available-

Retirement

Available-

Retirement

Foreign

for-sale

benefit

Foreign

for-sale

benefit

Foreign

for-sale

benefit

Foreign

for-sale

benefit

currency

securities

asset, net

Total

currency

securities

asset, net

Total

currency

securities

asset, net

Total

currency

securities

asset, net

Total

Beginning balance

$
(471.3
)
$
4.7

$
32.1

$
(434.5
)
$
(211.8
)
$
5.1

$
17.1

$
(189.6
)

$
(325.3
)
$
2.5

$
21.0

$
(301.8
)
$
(471.3
)
$
4.7

$
32.1

$
(434.5
)
Total other comprehensive income (loss)

116.1

(0.2
)
—

115.9

(174.1
)
0.4

0.1

(173.6
)
Less: other comprehensive loss (income) attributable to noncontrolling interests

19.1

—

—

19.1

(7.7
)
—

—

(7.7
)
Cumulative-effect adjustment

—

(2.5
)
—

(2.5
)
—

—

—

—

Adjusted beginning balance

(325.3
)
—

21.0

(304.3
)
(471.3
)
4.7

32.1

(434.5
)
Other comprehensive income (loss)

(52.0
)
—

—

(52.0
)
74.5

(0.4
)
—

74.1

Less: other comprehensive loss attributable to noncontrolling interests

0.8

—

—

0.8

16.3

—

—

16.3

Ending balance

$
(336.1
)
$
4.5

$
32.1

$
(299.5
)
$
(393.6
)
$
5.5

$
17.2

$
(370.9
)

$
(376.5
)
$
—

$
21.0

$
(355.5
)
$
(380.5
)
$
4.3

$
32.1

$
(344.1
)
On January 1, 2018, the Group adopted the financial instruments accounting standard on a modified retrospective basis. The accounting standard required the Group to reclassify a $2.5 million unrealized gain related to available-for-sale securities in accumulated other comprehensive loss to retained earnings as a beginning of period cumulative-effect adjustment. As of January 1, 2018, the balance in accumulated comprehensive loss related to available-for-sale securities is zero, and gains and losses associated with all equity securities are recognized in investment gains (losses), net on the Group’s Condensed Consolidated Statements of Comprehensive Income.
23

The components of other comprehensive income, ~~(loss),~~ net of tax for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows (in millions):

Three months ended September 30,

Three months ended June 30,

2017

2016

2018

2017

Pre-tax

Tax

Net

Pre-tax

Tax

Net

Pre-tax

Tax

Net

Pre-tax

Tax

Net

amount

benefit

amount

amount

benefit

amount

amount

benefit

amount

amount

benefit

amount

Foreign currency translation adjustments

$
41.6

$
—

$
41.6

$
(39.5
)
$
—

$
(39.5
)

$
(104.7
)
$
—

$
(104.7
)
$
51.2

$
—

$
51.2

Net unrealized gains on available-for-sale securities

0.2

—

0.2

0.9

—

0.9

Total other comprehensive income (loss)

$
41.8

$
—

$
41.8

$
(38.6
)
$
—

$
(38.6
)

$
(104.7
)
$
—

$
(104.7
)
$
51.2

$
—

$
51.2

Six months ended June 30,

2018

2017

Pre-tax

Tax

Net

Pre-tax

Tax

Net

amount

benefit

amount

amount

benefit

amount

Foreign currency translation adjustments

$
(52.0
)
$
—

$
(52.0
)
$
74.5

$
—

$
74.5

Net unrealized losses on available-for-sale securities

—

—

—

(0.4
)
—

(0.4
)
Total other comprehensive income (loss)

$
(52.0
)
$
—

$
(52.0
)
$
74.1

$
—

$
74.1

27

Nine months ended September 30,

2017

2016

Pre-tax

Tax

Net

Pre-tax

Tax

Net

amount

benefit

amount

amount

benefit

amount

Foreign currency translation adjustments

$
116.1

$
—

$
116.1

$
(174.2
)
$
0.1

$
(174.1
)
Net unrealized gains (losses) on available-for-sale securities

(0.2
)
—

(0.2
)
0.4

—

0.4

Retirement benefit asset, net

—

—

—

0.1

—

0.1

Total other comprehensive income (loss)

$
115.9

$
—

$
115.9

$
(173.7
)
$
0.1

$
(173.6
)
Note 12 — Earnings and Dividends Per Share

Earnings Per Share

The following is a summary of the earnings per share calculation for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (in millions, except per share data):

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Net income attributable to JHG

$
99.5

$
53.4

$
183.8

$
151.2

Less: Allocation of earnings to participating stock-based awards

2.8

1.2

4.8

3.4

Net income attributable to JHG common shareholders

$
96.7

$
52.2

$
179.0

$
147.8

Weighted-average common shares outstanding - basic

196.5

109.3
��
148.7

109.0

Dilutive effect of:

Non-participating stock-based awards

1.7

4.5

1.8

4.8

Weighted-average common shares outstanding - diluted

198.2

113.8

150.5

113.8

Earnings per share:

Basic

$
0.49

$
0.48

$
1.20

$
1.36

Diluted (two class)

$
0.49

$
0.46

$
1.19

$
1.30

The share numbers in the table above have been updated to reflect the share consolidation on April 26, 2017. Refer to Note 1 — Basis of Presentation, for additional information on the share consolidation. The potential dilutive effect of redemptions of the Group’s 2018 Convertible Notes has been excluded from the calculations above. Redemptions to date have been settled wholly in cash, and the Group has the ability and intent to settle future redemptions wholly in cash.

Three months ended

Six months ended

June 30,

June 30,

2018

2017

2018

2017

Net income attributable to JHG

$
140.6

$
41.7

$
305.8

$
84.3

Less: Allocation of earnings to participating stock-based awards

3.8

1.1

7.6

2.0

Net income attributable to JHG common shareholders

$
136.8

$
40.6

$
298.2

$
82.3

Weighted-average common shares outstanding - basic

195.8

140.2

195.9

124.6

Dilutive effect of:

2018 Convertible Notes

—

1.6

—

1.6

Non-participating stock-based awards

0.8

2.0

1.3

1.9

Weighted-average common shares outstanding - diluted

196.6

143.8

197.2

128.1

Earnings per share:

Basic

$
0.70

$
0.29

$
1.52

$
0.66

Diluted (two class)

$
0.70

$
0.28

$
1.51

$
0.64

The following instruments are anti-dilutive and have not been included in the weighted-average diluted shares outstanding calculation (in millions):

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Unvested nonparticipating stock awards

0.7

—

0.8

—

0.6

2.3

0.6

1.7

Dai-ichi options

10.0

—

4.5

—

10.0

—

10.0

—

The Dai-Ichi options are anti-dilutive as the exercise price of the options is above the average price of JHG’s stock for the periods presented.
24

Dividends Per Share

The payment of cash dividends is within the discretion of JHG’s Board of Directors and depends on many factors, including, but not limited to, the Group’s results of operations, financial condition, capital requirements, and general business conditions and legal requirements. From the Closing Date, the Group intends to declare dividends quarterly in USD; prior to the Merger, the Group declared dividends in GBP on a semi-annual basis, with an extraordinary first quarter 2017 dividend declared on April 19, 2017.
28

The following is a summary of cash dividends paid ~~for~~during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, in GBP and USD:~~2018:

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Dividends paid per share - pre Merger - in GBP

£
—

£
0.0320

£
0.0915

£
0.1040

Dividends paid per share - post Merger - in USD

$
0.3200

$
—

$
0.3200

$
—

Dividend

Date

Dividends paid

Date

per share

declared

(in US$ millions)

paid

$
0.32

February 5, 2018

$
63.1

March 2, 2018

$
0.36

May 8, 2018

$
71.6

June 1, 2018

On July 31, 2018, JHG’s Board of Directors declared a cash dividend of $0.36 per share. The ~~pre-Merger share numbers in~~quarterly dividend will be paid on August 24, 2018, to shareholders of record at the ~~table above have not been updated to reflect the share consolidation~~close of business on ~~April 26, 2017. Refer to Note 1 — Basis of Presentation, for additional information on the share consolidation.~~August 13, 2018.

Note 13 — Commitments and Contingencies

Commitments and contingencies may arise in the normal course of business. As of ~~September~~June 30, ~~2017,~~2018, there were no material changes in the commitments and contingencies as reported in ~~Henderson’s annual consolidated financial statements and notes included in~~JHG’s Annual Report on Form 10-K for the ~~Prospectus, except as noted below. The rental commitments disclosed in the table below are in addition to the commitments disclosed in the Prospectus.~~year ended December 31, 2017.
~~Operating and Capital Leases~~
~~As of September 30, 2017, future minimum rental commitments under non-cancelable operating and capital leases (in addition to the amounts reported in the Prospectus) are as follows (in millions):~~
Year ended December 31,

Amount

2017 (remainder of year)

$
4.2

2018

15.1

2019

11.7

2020

9.4

2021

8.3

Thereafter

27.6

Total

$
76.3

Litigation and Other Regulatory Matters

JHG is periodically involved in various legal proceedings and other regulatory matters. ~~Although there can be no assurances, based~~
Richard Pease v. Henderson Administration Limited
The outcome of a court case involving an ex-employee was determined in the first quarter of 2018. The case related to the fees the Group should receive after a fund was transferred to an ex-employee and the ex-employee’s entitlement to deferred and forfeited remuneration. Subject to any successful appeal, the judgment given in the case resulted in the Group recognizing a $12.2 million charge in general, administrative and occupancy on ~~information currently available, management believes that it is probable~~JHG’s Condensed Consolidated Statements of Comprehensive Income after the judge held that the ~~ultimate outcome~~ex-employee’s contract gave him an entitlement to deferred and forfeited remuneration. The amount also represents legal costs relating to the case.
Eisenberg v. Credit Suisse AG and Janus Index, Halbert v. Credit Suisse AG and Janus Index, and Qiu v. Credit Suisse AG and Janus Index
On March 15, 2018, a purported class action lawsuit was filed in the United States District Court for the Southern District of ~~matters that~~New York (“SDNY”) against Janus Index & Calculation Services LLC (“Janus Index”), a subsidiary of the Group, on behalf of a proposed class consisting of investors who purchased VelocityShares Daily Inverse VIX Short-Term ETN (Ticker: XIV) between January 29, 2018 and February 5, 2018 (Eisenberg v. Credit Suisse AG and Janus Index). Credit Suisse, the issuer of the XIV notes, is also named as a defendant in the lawsuit. The plaintiffs allege Credit Suisse and Janus Index disseminated and/or approved materially false and misleading intraday indicative values for XIV, causing inflated values of XIV at market close on February 5, 2018. On April 17, 2018, a second lawsuit was filed against Janus Index and Credit Suisse in the United States District Court of the Northern District of Alabama by certain investors in XIV (Halbert v. Credit Suisse AG and Janus Index). On May 4, 2018, a third lawsuit, styled as a class action on behalf of investors who purchased XIV between January 29, 2018 and February 5, 2018, was filed against Janus Index and Credit Suisse AG in the SDNY (Qiu v. Credit Suisse AG and Janus Index). The Halbert and Qiu allegations generally copy the allegations in the Eisenberg case.
The Group believes the claims in these lawsuits are ~~pending or threatened will not have a material effect on JHG’s consolidated financial statements.~~without merit and is strongly defending the actions.
25

Note 14 — Subsequent Events

~~BNP Paribas Securities Services~~
On ~~October 19, 2017,~~July 31, 2018, the ~~Group signed an agreement~~JHG Board of Directors (the “Board’) determined that integration goals are successfully being delivered and that the co-CEO structure has achieved the objectives established at the time of Merger. Accordingly, the Board appointed Richard M. Weil as the sole CEO. In connection with ~~BNP Paribas Securities Services (“BNP Paribas”). Under~~ the ~~terms~~Board’s decision, JHG will recognize approximately $12 million of ~~this agreement, BNP Paribas will assume responsibility for the majority of JHG’s back office (including fund administration and fund accounting), middle office and custody functions~~severance charges in the ~~U.S. BNP Paribas will pay JHG net consideration~~third quarter of ~~approximately $36 million for the operations upon closing, which is anticipated for March 2018.~~
~~0.750% Convertible Senior Notes Due~~ 2018,
~~Holders~~ including acceleration of the 2018 Convertible Notes may convert the notes during a particular calendar quarter if the last reported sale price of JHG’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding quarter. As of October 1, 2017, the 2018 Convertible Notes met the conversion criteria and are convertible during the fourth quarter 2017 at a conversion rate of 44.7007 shares of JHG common stock perlong-term incentive compensation.

2926

~~$1,000 principal amount of the 2018 Convertible Notes, which is equivalent to a conversion price of approximately $22.37 per share of common stock.~~
During the period from October 1, 2017 to November 6, 2017, an additional $6.6 million in principal was redeemed and settled with cash for a total cash outlay of $10.0 million, and additional conversion notices amounting to $10.9 million in principal had been received. JHG intends to settle the conversion notices with cash during the fourth quarter 2017.
~~Dividend~~
On November 8, 2017, JHG’s Board of Directors declared a cash dividend of $0.32 per share. The dividend will be paid on December 1, 2017, to shareholders of record at the close of business on November 20, 2017.
30

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Janus Henderson Group plc
Results of Review of Financial Statements

We have reviewed the accompanying condensed consolidated balance ~~sheet~~sheets of Janus Henderson Group plc and its subsidiaries as of June 30, ~~September~~2018 and 2017, and the related condensed consolidated statements of comprehensive income for the three-month and ~~nine-month~~six-month periods ended June 30, ~~September~~2018 and 2017 and ~~30 September 2016 and~~ the ~~condensed consolidated statements of cash flows and~~ condensed consolidated statements of changes in equity and of cash flows for the ~~nine month~~six-month periods ended 30 ~~September~~June, 2018 and 2017, ~~and 30 September 2016. This~~including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial ~~information is~~statements for them to be in conformity with accounting principles generally accepted in the ~~responsibility~~United States of ~~the Company’s management.~~America.

We ~~conducted our review~~have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)., the consolidated balance sheet of the Company as of December 31, 2017, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated 27 February 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States),~~PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of 31 December 2016, and the consolidated statement of changes in equity, the consolidated statement of comprehensive income and the consolidated statement of cash flows for the year then ended (not presented herein), and in our report dated 28 February 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of 31 December 2016, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
~~This report is intended solely for the information and use of the Directors of Janus Henderson Group plc and is not intended to be and should not be used by anyone other than these specified parties.~~
/s/ PricewaterhouseCoopers LLP
London, UK
~~9 November 2017~~31 July 2018

3127

Item 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF JANUS HENDERSON GROUP PLC

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of Janus Henderson Group plc (the “Company”) and its consolidated subsidiaries (collectively, the “Group” or “JHG”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and future results could differ materially from historical performance. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may fluctuate”, “forecast”, “seeks”, “targets”, “outlook” and similar words and expressions and future or conditional verbs such as “will”, “should”, “would”, “may”, “could” and variations or negatives of these words, are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. These statements are based on the beliefs and assumptions of Company management based on information currently available to management.

Various risks, uncertainties, assumptions and factors that could cause future results to differ materially from those expressed by the forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, risks, uncertainties, assumptions and factors specified in the ~~Company’s prospectus dated March 21,~~Group’s Annual Report on Form 10-K for the year ended December 31, 2017, ~~as filed with the Securities and Exchange Commission (SEC) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-216824) (the “Prospectus”)~~ and this Quarterly Report on Form 10-Q included under headings such as “Risk Factors” ~~and~~, “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations of Janus Henderson Group plc”, and “Quantitative and Qualitative Disclosures about Market Risk”, and in other filings and furnishings made by the Company with the SEC from time to time. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this Quarterly Report on Form 10-Q may not occur. ~~In particular, any discussion of potential merger synergies is forward looking and uncertain.~~ Forward-looking statements by their nature address matters that are, to different degrees, subject to numerous assumptions and known and unknown risks and uncertainties, which change over time and are beyond the control of the Company and its management. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this Quarterly Report on Form 10-Q. The Company does not assume any duty and does not undertake to update forward-looking statements, to report events or to report the occurrence of unanticipated events, whether as a result of new information, future developments or otherwise, should circumstances change, nor does the Company intend to do so, except as otherwise required by securities and other applicable laws and regulations.

AVAILABLE INFORMATION

Copies of JHG’s filings with the SEC can be obtained from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information can be obtained about the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

JHG makes available free of charge its 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 filing has been made with the SEC. Reports may be obtained through the Investor Relations section of JHG’s website (www.janushenderson.com) or by contacting JHG at +44 (0)207 818 5310. The contents of JHG’s website are not incorporated herein for any purpose.

JHG’s Officer Code of Ethics for the Principal Executive Officers and Senior Financial Officers (including its ~~Co-Chief~~Chief Executive ~~Officers,~~Officer, Chief Financial Officer and Chief Accounting Officer) (the “Officer Code”); Corporate Code of Business Conduct for all employees; corporate governance guidelines; and the charters of key committees of the Board of Directors (including the Audit, Compensation, and Nominating and Governance committees) are available on the Investor Relations section of JHG’s website (www.janushenderson.com). Any
32

future amendments to or waivers of the Officer Code will be posted to the Investor Relations section of JHG’s website.

3328

Business Overview

JHG is an independent global asset manager, specializing in active investment across all major asset classes. JHG actively manages a broad range of investment products for institutional and retail investors across five capabilities: Equities, Quantitative Equities, Fixed Income, Multi-Asset and Alternatives.

On ~~the Closing Date, JCG and Henderson~~May 30, 2017, JHG completed a merger of ~~equals.~~equals with JCG (the “Merger”). As a result of the Merger, JCG and its consolidated subsidiaries became subsidiaries of Henderson, which was renamed to Janus Henderson Group plc. For purposes of this section, each reference to the “Group” or “JHG” refers to Janus Henderson Group plc and its consolidated subsidiaries.JHG.

Segment Considerations

JHG is a global asset manager and manages a range of investment products, operating across various product lines, distribution channels and geographic regions. However, information is reported to the chief operating ~~decision-makers,~~decision-maker, the ~~Co-Chief~~Chief Executive ~~Officers (“Co-CEOs”),~~Officer, on an aggregated basis. Strategic and financial management decisions are determined centrally by the ~~Co-CEOs~~CEO and, on this basis, the Group operates as a single segment investment management business.

Revenue

Revenue primarily consists of management fees and performance fees. Management fees are generally based ~~upon~~on a percentage of the market value of ~~AUM~~assets under management (“AUM”) and are calculated using either the daily, month-end or quarter-end average asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on the Group’s operating results. Additionally, AUM may outperform or underperform the financial markets and therefore may fluctuate in varying degrees from that of the general market.

Performance fees are specified in certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. This is often subject to a hurdle rate. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are achieved. Certain fund and client contracts allow for negative performance fees where there is underperformance against the relevant index.

~~THIRD~~SECOND QUARTER ~~2017~~2018 SUMMARY

~~Third~~Second Quarter ~~2017~~2018 Highlights

·                  Strong investment performance across all time periods, with ~~75%~~69%, ~~77%~~64% and ~~87%~~82% of AUM outperforming benchmarks on a 1-one-, ~~3-,~~three- and ~~5-year~~five-year basis, respectively, as of ~~September~~June 30, ~~2017.~~2018.

·                  ~~Third quarter 2017~~Decrease of AUM to $370.1 billion, down 0.5% from March 31, 2018, due to net ~~inflows of $0.7 billion, with~~outflows and unfavorable foreign currency translation, partially offset by positive ~~flows across Equities, Alternatives and Fixed Income.~~markets.

·                  ~~Announcement of expansion into the US of our long-standing strategic partnership with BNP Paribas, supporting the Group’s global operating model.~~
·~~Increase of forecasted Merger-related annual cost synergy run-rate to at least $125 million, up from $110 million.~~
·~~Increase of Assets under management (“AUM”) to $360.5 billion, up 5% from the second~~Second quarter ~~2017.~~
·~~Third quarter 2017~~2018 diluted earnings per share of ~~$0.49,~~$0.70, or ~~$0.56~~$0.74 on an adjusted basis. Refer to the Non-GAAP Financial Measures section for information on adjusted non-GAAP figures.

34·Integration continues to progress ahead of expectations
·Second quarter 2018 dividend of $0.36 per share.
·On July 31, 2018, the JHG Board of Directors (the “Board’) determined that integration goals are successfully being delivered and that the co-CEO structure has achieved the objectives established at the time of Merger. Accordingly, the Board appointed Richard M. Weil as the sole CEO. In connection with the Board’s decision, JHG will recognize approximately $12 million of severance charges in the third quarter of 2018, including acceleration of long-term incentive compensation.
·Subject to formally appointing a corporate broker, the Board has approved the Group commencing an on-market buyback program in the third quarter of 2018, on a date to be determined and announced by the Group. The Group intends to spend up to $100 million to buy its ordinary shares on the New York Stock Exchange and its CHESS Depositary Interests (CDIs) on the ASX over 12 months. Further information regarding the proposed on-market buyback program will be announced immediately prior to its finalization and formal launch.
29

Financial Summary
The three month period ended June 30, 2017 includes one month (June) of JCG post-merger activity while the same period in 2018 includes JCG activity for all months in the quarter. This scenario creates significant variances when comparing current year activity to prior year activity. For purposes of the Financial Summary discussions below, the variances due to this scenario will be separately identified and disclosed as “two additional months of JCG”.

Results are reported on a GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section.

Revenue infor the ~~third~~second quarter of ~~2017~~2018 was ~~$537.4~~$592.4 million, an increase of ~~$292.4~~$195.8 million, or ~~119%~~49%, from the ~~third~~second quarter of ~~2016.~~2017. This increase was driven primarily by ~~legacy~~two additional months of JCG revenues ~~of $284.1~~totaling $215.4 million in the ~~third~~second quarter of ~~2017.~~2018. Average AUM (excluding JCG) increased by ~~10%~~8% and positively affected management fees during the ~~third~~second quarter ~~2017,~~of 2018 compared to the same period in ~~2016.~~2017. These increases are partially offset by ~~lower average management fee margins, and~~ lower performance fees.

Total operating expenses infor the ~~third~~second quarter of ~~2017~~2018 were ~~$399.2~~$417.1 million, an increase of ~~$218.3~~$77.2 million, or ~~121%~~23%, compared to operating expenses in the ~~third~~second quarter of ~~2016. Legacy~~2017. Two additional months of JCG operations contributed ~~$179.3~~$134.1 million to operating expenses in the ~~third~~second quarter ~~2017 and total~~of 2018. The remaining decrease is primarily due to deal and integration costs, which were significantly higher in the ~~third~~second quarter of 2017 ~~contributed $21.2 million~~compared to the ~~increase.~~second quarter of 2018.

InOperating income for the ~~third~~second quarter of ~~2017, JHG achieved operating income of $138.2~~2018 was $175.3 million, an increase of ~~$74.1~~$118.6 million, or ~~116%~~209%, compared to the ~~third~~second quarter of ~~2016.~~2017. The Group’s operating margin was ~~25.7%~~29.6% in the ~~third~~second quarter ~~2017,~~of 2018 compared to ~~26.2%~~14.3% in the ~~third~~second quarter of ~~2016. Legacy~~2017. Two additional months of JCG operations contributed ~~$104.9~~$81.3 million to operating income in the ~~third~~second quarter ~~2017. This was partially offset by $21.2 million~~ of ~~deal and integration costs related to the Merger.~~2018.

Net income attributable to JHG in the ~~third~~second quarter of ~~2017~~2018 was ~~$99.5~~$140.6 million, an increase of ~~$46.1~~$98.9 million, or ~~86%~~237%, compared to the same period in ~~2016. Legacy~~2017. An additional two months of JCG operations contributed ~~$62.1~~$77.5 million to net income attributable to JHG in the ~~third~~second quarter of ~~2017. This was partially offset by $22.0 million of deal~~2018. Deal and integration costs ~~related~~in the second quarter of 2017 were significantly higher compared to the ~~Merger.~~second quarter of 2017, which contributed to the increase in net income. Other non-operating income (expenses), net (excluding the two additional months for JCG) increased $13.4 million from the second quarter of 2017, primarily due to foreign currency translation.

The Group’s ordinary dividend in respect of the ~~third~~second quarter of ~~2017~~2018 totaled ~~$0.32~~$0.36 per share.

Investment Performance of Assets Under Management

In the third quarter of 2017, total Group investment performance improved significantly. On a three-year basis, 77% of AUM outperformed the relevant benchmark, demonstrating the Group’s ability to deliver exceptional long-term investment performance for clients. On a one-year basis, performance improved, with 75% of AUM outperforming the relevant benchmarks, compared to 69% of assets at the end of the second quarter 2017.
The following table is a summary of investment performance as of ~~September~~June 30, ~~2017:~~2018:

Percentage of assets under management outperforming benchmark (1)

1 year

3 years

5 years

Equities

61
%
73
%
82
%
Fixed Income

92
%
91
%
97
%
Quantitative Equities

85
%
61
%
87
%
Multi-Asset

95
%
87
%
90
%
Alternatives

91
%
100
%
100
%
Total Group

75
%
77
%
87
%
~~(1) Includes JCG performance~~
Percentage of assets under management outperforming benchmark

1 year

3 years

5 years

Equities

63
%
58
%
73
%
Fixed Income

87
%
93
%
98
%
Quantitative Equities

47
%
25
%
87
%
Multi-Asset

90
%
88
%
90
%
Alternatives

99
%
73
%
100
%
Total Group

69
%
64
%
82
%

3530

Assets Under Management

The Group’s AUM as of ~~September~~June 30, ~~2017,~~2018, was ~~$360.5~~$370.1 billion, ~~an increase~~a decrease of ~~$235.8~~$0.7 billion, or ~~189%~~0.2%, from December 31, ~~2016,~~2017, driven primarily by net ~~acquisitions~~redemptions of ~~$205.8 billion representing JCG’s AUM of $206.5 billion, offset by disposals of $0.7 billion. Positive market movements in the period contributed $19.6~~$5.4 billion and ~~the weakening of the USD resulted in favorable~~unfavorable foreign exchange movements of ~~$10.5 billion. This was~~$4.0 billion due to the strengthening of the U.S. dollar (“USD”), partially offset by ~~net outflows~~positive market movements of ~~$0.1 billion, which includes flows from JCG from the Closing Date.~~
Group AUM increased $15.6 billion, or 5%, since June 30, 2017, driven primarily by positive markets and foreign exchange movements, which added $10.8 billion and $4.1 billion, respectively, as well as net sales in the period of $0.7$8.7 billion.

JHG’s non-USD AUM is primarily denominated in Great British pound (“GBP”), euro (“EUR”) and Australian dollar (“AUD”). During the ~~2017 quarterly~~three and ~~year-to-date periods presented,~~six months ended June 30, 2018, the USD ~~weakened~~strengthened against ~~all major currencies.~~the GBP, the EUR and the AUD. As of ~~September~~June 30, ~~2017,~~2018, approximately ~~37%~~35% of the Group’s AUM was ~~non-USD denominated,~~non-USD-denominated, resulting in a ~~favorable~~net unfavorable currency effect, particularly in products exposed to GBP.

~~JHG’s exchange traded~~VelocityShares exchange-traded notes (“ETNs”) and certain index products are not included within AUM as JHG is not the named adviser or subadviser to ~~ETNs.~~ETNs or index products. VelocityShares ETN assets totaled ~~$3.5~~$2.4 billion and ~~$3.1~~$4.0 billion as of ~~September~~June 30, 2018 and December 31, 2017, respectively. VelocityShares index product assets not included within AUM totaled $0.7 billion and $0.1 billion as of June 30, 2018 and December 31, 2017, respectively.

Asset and flows by capability for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016 (includes JCG activity from the Closing Date),~~2017, are as follows (in billions):

By capability

Closing
AUM
Dec. 31,
2016(1)

Sales

Redemptions(2)

Net sales
(redemptions)

Markets

FX(3)

Acquisitions
& disposals

Closing
AUM
Sept. 30,
2017

Closing
AUM
Dec. 31,
2017

Sales

Redemptions(1)

Net sales
(redemptions)

Markets

FX(2)

Acquisitions &
Disposals

Closing
AUM
June 30,
2018

Equities

$
63.6

$
21.8

$
(21.1
)
$
0.7

$
13.7

$
4.6

$
99.7

$
182.3

$
189.7

$
18.5

$
(21.1
)
$
(2.6
)
$
7.8

$
(1.6
)
$
—

$
193.3

Fixed Income

34.7

12.0

(10.7
)
1.3

1.2

3.6

38.6

79.4

80.1

10.2

(11.3
)
(1.1
)
(0.8
)
(1.7
)
—

76.5

Quantitative Equities

—

0.9

(2.9
)
(2.0
)
2.9

0.1

48.0

49.0

49.9

2.1

(2.6
)
(0.5
)
0.8

(0.1
)
—

50.1

Multi-Asset

8.9

1.8

(2.5
)
(0.7
)
1.2

0.8

20.0

30.2

31.6

3.1

(2.6
)
0.5

0.7

(0.2
)
—

32.6

Alternatives

17.5

5.4

(4.8
)
0.6

0.6

1.4

(0.5
)
19.6

19.5

2.9

(4.6
)
(1.7
)
0.2

(0.4
)
—

17.6

TOTAL

$
124.7

$
41.9

$
(42.0
)
$
(0.1
)
$
19.6

$
10.5

$
205.8

$
360.5

$
370.8

$
36.8

$
(42.2
)
$
(5.4
)
$
8.7

$
(4.0
)
$
—

$
370.1

By capability

Closing
AUM
June 30,
2017

Sales

Redemptions(2)

Net sales
(redemptions)

Markets

FX(3)

Acquisitions
& disposals

Closing
AUM
Sept. 30,
2017

Closing
AUM
March 31,
2018

Sales

Redemptions(1)

Net sales
(redemptions)

Markets

FX(2)

Acquisitions &
Disposals

Closing
AUM
June 30,
2018

Equities

$
173.4

$
9.6

$
(9.0
)
$
0.6

$
6.5

$
1.8

$
—

$
182.3

$
190.7

$
8.5

$
(9.6
)
$
(1.1
)
$
6.6

$
(2.9
)
$
—

$
193.3

Fixed Income

77.2

5.3

(4.9
)
0.4

0.4

1.4

—

79.4

80.0

5.0

(5.6
)
(0.6
)
(0.4
)
(2.5
)
—

76.5

Quantitative Equities

46.5

0.7

(1.2
)
(0.5
)
2.9

0.1

—

49.0

50.4

0.4

(1.2
)
(0.8
)
0.7

(0.2
)
—

50.1

Multi-Asset

29.4

0.9

(1.2
)
(0.3
)
0.8

0.3

—

30.2

31.8

1.8

(1.3
)
0.5

0.9

(0.6
)
—

32.6

Alternatives

18.4

1.8

(1.3
)
0.5

0.2

0.5

—

19.6

19.0

1.4

(2.1
)
(0.7
)
0.2

(0.9
)
—

17.6

TOTAL

$
344.9

$
18.3

$
(17.6
)
$
0.7

$
10.8

$
4.1

$
—

$
360.5

$
371.9

$
17.1

$
(19.8
)
$
(2.7
)
$
8.0

$
(7.1
)
$
—

$
370.1

By capability

Closing
AUM
Dec. 31,
2015(1)

Sales

Redemptions(2)

Net sales
(redemptions)

Markets

FX(3)

Acquisitions
& disposals

Closing
AUM
Sept. 30,
2016

Closing
AUM
Dec. 31,
2016(3)

Sales

Redemptions(1)

Net sales
(redemptions)

Markets

FX(2)

Acquisitions &
Disposals

Closing
AUM
June 30,
2017

Equities

$
68.6

$
11.1

$
(14.6
)
$
(3.5
)
$
1.7

$
(2.1
)
$
—

$
64.7

$
63.6

$
12.2

$
(12.2
)
$
—

$
7.2

$
2.9

$
99.7

$
173.4

Fixed Income

36.5

8.1

(7.3
)
0.8

3.5

(2.6
)
—

38.2

34.7

6.7

(5.8
)
0.9

0.8

2.2

38.6

77.2

Quantitative Equities

—

0.2

(1.7
)
(1.5
)
0.1

—

48.0

46.6

Multi-Asset

10.4

0.4

(1.2
)
(0.8
)
1.0

(1.2
)
—

9.4

9.0

0.8

(1.3
)
(0.5
)
0.4

0.5

20.0

29.4

Alternatives

20.1

6.3

(6.4
)
(0.1
)
—

(1.2
)
—

18.8

17.4

3.7

(3.5
)
0.2

0.3

0.9

(0.5
)
18.3

TOTAL

$
135.6

$
25.9

$
(29.5
)
$
(3.6
)
$
6.2

$
(7.1
)
$
—

$
131.1

$
124.7

$
23.6

$
(24.5
)
$
(0.9
)
$
8.8

$
6.5

$
205.8

$
344.9

By capability

Closing
AUM
June 30,
2016(1)

Sales

Redemptions(2)

Net sales
(redemptions)

Markets

FX(3)

Acquisitions
& disposals

Closing
AUM
Sept. 30,
2016

Closing
AUM
March 31,
2017(3)

Sales

Redemptions(1)

Net sales
(redemptions)

Markets

FX(2)

Acquisitions &
Disposals

Closing
AUM
June 30,
2017

Equities

$
61.8

$
4.0

$
(4.6
)
$
(0.6
)
$
3.8

$
(0.3
)
$
—

$
64.7

$
66.2

$
8.3

$
(6.4
)
$
1.9

$
3.5

$
2.1

$
99.7

$
173.4

Fixed Income

36.8

2.6

(2.2
)
0.4

1.5

(0.5
)
—

38.2

36.4

3.6

(3.2
)
0.4

0.3

1.5

38.6

77.2

Quantitative Equities

—

0.2

(1.6
)
(1.4
)
—

—

48.0

46.6

Multi-Asset

9.3

0.1

(0.4
)
(0.3
)
0.6

(0.2
)
—

9.4

9.1

0.7

(1.0
)
(0.3
)
0.2

0.4

20.0

29.4

Alternatives

19.1

1.2

(1.5
)
(0.3
)
0.2

(0.2
)
—

18.8

17.2

2.3

(1.5
)
0.8

0.1

0.7

(0.5
)
18.3

TOTAL

$
127.0

$
7.9

$
(8.7
)
$
(0.8
)
$
6.1

$
(1.2
)
$
—

$
131.1

$
128.9

$
15.1

$
(13.7
)
$
1.4

$
4.1

$
4.7

$
205.8

$
344.9

(1)~~AUM as of December 31, 2016 and 2015 and as of June 30, 2016, has been reclassified between capabilities following the completion of the merger.~~
~~(2)~~Redemptions include the impact of client transfers which could cause a positive balance on occasion.
~~(3)~~(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD denominated AUM is translated into USD.
(3) AUM as of December 31, 2016 and March 31, 2017 has been reclassified between capabilities following the completion of the Merger.

3631

Closing Assets Under Management

The following table presents the closing AUM, split by client type and client location, as of ~~September~~June 30, ~~2017~~2018 (in billions):

By client type

Closing
AUM
September 30,
2017

Closing AUM
June 30, 2018

Intermediary

$
156.7

$
162.6

Institutional

143.3

144.3

Self-Directed

60.5

63.2

Total

$
360.5

$
370.1

By client location

Closing
AUM
September 30,
2017

Closing AUM
June 30, 2018

Americas

$
186.6

EMEA

116.8

North America

$
194.2

EMEA and Latin America

116.6

Asia-Pacific

57.1

59.3

Total

$
360.5

$
370.1

Valuation of Assets Under Management

The fair value of AUM is based on the value of the underlying cash and investment securities of the funds, trusts and segregated mandates. A significant proportion of these securities ~~are~~is listed or quoted on a recognized securities exchange or market and ~~are~~is regularly traded thereon; these investments are valued based on unadjusted quoted market prices. Investments including, but not limited to, ~~over-the-counter~~over the counter derivative contracts, (which are dealt in or through a clearing firm), ~~exchange~~exchanges or financial ~~institution~~institutions will be valued by reference to the most recent official settlement price quoted by the appointed market vendor, and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued monthly by a specialist independent appraiser.

When a readily ascertainable market value does not exist for an investment, the fair value is calculated based on the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors. Judgment is used to ascertain if a formerly active market has become inactive and ~~in determining~~to determine fair values when markets have become inactive. AThe Fair Value Pricing Committee is responsible for determining or approving these unquoted prices, which are reported to those charged with governance of the funds and trusts. For funds that invest in markets that are closed at their valuation point, an assessment is made daily to determine whether a fair value pricing adjustment is required to the fund’s valuation. This may be due to significant market movements in other correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or government intervention.

~~Third-party~~For certain funds, third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities. Daily price validation is completed using techniques such as day-on-day tolerance movements, invariant prices, excessive movement checks and ~~intra-vendor~~intra vendor tolerance checks. The JHG ~~Data Management Team~~data management team performs oversight of this process and completes annual due diligence on the processes of ~~third parties.~~third-parties.
In other cases, the Group performs a number of procedures to validate the pricing received from third-party providers. For actively traded equity securities, prices are received daily from both a primary and secondary vendor. For fixed income securities, prices are received daily from a primary vendor and weekly from a secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant day-to-day price changes require additional research, which may include a review of all news pertaining to the issue and issuer and any corporate actions. All fixed income prices are reviewed by JHG’s fixed income trading desk to incorporate market activity information available to JHG’s traders. In the event the traders have received price indications from market makers for a particular issue, this information is transmitted to the pricing vendors.
32

JHG leverages the expertise of its fund management teams across the business to cross-invest assets and create value for its clients. Where cross investment occurs, assets and flows are identified and the duplication is removed.

37

Results of Operations
The three- and six-month periods ended June 30, 2017, include one month (June) of JCG post-merger activity while the same periods in 2018 include JCG activity for all months in the three- and six-month periods. This scenario creates significant variances throughout the Results of Operations when comparing current year activity to prior year activity. For purposes of the Results of Operations discussions below, the variances due to this scenario will be separately identified and disclosed as “the inclusion of JCG”.
Foreign currency translation will impact the expense analysis throughout the Results of Operations section. The translation of GBP to USD is the primary driver of foreign currency translation in expenses. The GBP weakened against the USD during the three and six months ended June 30, 2018, compared to the same periods in 2017. Revenue is also impacted by foreign currency translation, but the impact is generally determined by the primary currency of the fund.

Revenue

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Revenue (in millions):

Management fees

$
477.7

$
217.7

$
971.2

$
658.9

$
493.5

$
300.0

$
996.4

$
501.0

Performance fees

(2.1
)
9.3

70.4

38.0

13.5

57.7

9.6

72.5

Shareowner servicing fees

30.2

—

40.1

—

31.8

9.9

63.3

9.9

Other revenue

31.6

18.0

70.0

59.6

53.6

29.0

110.8

46.2

Total revenue

$
537.4

$
245.0

$
1,151.7

$
756.5

$
592.4

$
396.6

$
1,180.1

$
629.6

Management fees

Management fees increased by ~~$260.0~~$193.5 million, or ~~119%~~65%, during the three months ended ~~September~~June 30, ~~2017,~~2018, compared to the same period in ~~2016~~2017 with ~~three~~the inclusion of two months of ~~legacy~~ JCG management fees of ~~$246.2~~$175.3 million as the largest driver. ~~Average~~Higher AUM ~~(excluding JCG)~~due to favorable markets and foreign currency translation increased ~~by 10% and positively affected~~ management fees by $8.8 million and $10.6 million, during the ~~third~~ quarter ~~of 2017,~~ended June 30, 2018, compared to the same period in ~~2016, contributing $20.5 million to~~ the increase. Favorable foreign currency translation of $2.3 million also contributed to the change over the three-month periods. These increases are partially offset by lower average margins, which decreased management fees. Lower margins are primarily from a change in product mix (i.e., switch in share classes as a result of the Retail Distribution Review (“RDR”) within Europe to a lower fee share class, which increases the visibility to the underlying client on the fees retained by intermediaries) which is partially offset by a decrease in distribution expenses.prior year, respectively.

Management fees increased by ~~$312.3~~$495.4 million, or ~~47%~~99%, during the ~~nine months~~six-month period ended ~~September~~June 30, ~~2017,~~2018, compared to the same period in ~~2016 with four~~2017. The inclusion of five months of ~~legacy~~ JCG management fees of ~~$320.1~~$437.2 million aswas the primary driver of the increase. ~~Average~~Higher AUM ~~(excluding JCG)~~due to favorable markets and foreign currency translation also increased ~~by 5% and positively affected~~ management fees by $26.6 million and $31.1 million, during the ~~nine months~~six-month period ended ~~September~~June 30, ~~2017,~~2018, compared to the same period in 2016, contributing $22.0 million of the increase. These increases are partially offset by foreign currency translation of $26.0 million, which adversely impacted management fees due to unfavorable movements in exchange rates.2017, respectively.
33

Performance fees

Performance fees are derived across a number of product ranges. Pooled fund and segregated mandate performance fees are recognized on a quarterly or annual basis, while mutual fund performance fees are recognized on a monthly basis. Performance fees by product type consisted of the following for the ~~three-~~three and ~~nine-month periods~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (in millions):

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Performance fees (in millions):

SICAVs

$
1.8

$
8.6

$
39.8

$
18.2

$
4.2

$
29.6

$
5.2

$
38.0

UK OEICs & Unit Trusts

—

(0.3
)
16.9

7.7

4.4

13.7

4.4

16.9

Offshore Absolute Return

1.2

(0.4
)
5.2

3.8

1.5

2.0

1.9

4.0

Segregated Mandates

0.2

(0.3
)
2.6

3.3

4.4

6.4

6.9

7.3

Private Accounts

1.9

—

6.8

—

Investment Trusts

0.7

1.5

9.1

3.4

6.7

8.4

6.7

8.4

Mutual Funds

(8.1
)
—

(10.5
)
—

(7.7
)
(2.4
)
(15.5
)
(2.4
)
Other

0.2

0.2

0.5

1.6

—

—

—

0.3

Total performance fees

$
(2.1
)
$
9.3

$
70.4

$
38.0

$
13.5

$
57.7

$
9.6

$
72.5

For the three ~~and nine~~ months ended ~~September~~June 30, ~~2017,~~2018, performance fees decreased ~~$11.4~~$44.2 million, ~~and increased $32.4 million~~or 77%, compared to the same ~~periods for 2016, respectively. Certain performance fees are recognized on a quarterly or annual basis; the fees recognized annually can cause meaningful fluctuations~~period in
38

performance fee revenue on a quarterly basis. The negative performance fees recognized in the three months ended September 30, 2016, represent adjustments to positive performance fees recognized in the second quarter 2016.
2017. The decrease for the three months ended ~~September~~June 30, ~~2017,~~2018, compared to the same period in ~~2016,~~2017, was primarily due to ~~the recognition of negative legacy JCG~~a decrease in SICAV and UK OEIC and Unit Trust performance fees due to a decline in performance of ~~$6.2~~several large European equity strategies and absolute return products. The inclusion of two months of JCG net performance fees also contributed $4.7 million ~~and lower Société d’Investissement À Capital Variable (“SICAV”) fees.~~to the decrease.

~~The increase for~~For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, performance fees decreased $62.9 million, or 87%, compared to the same period in ~~2016,~~2017. The decrease for the six-month period ended June 30, 2018, compared to the same period in 2017, was primarily due to ~~an increase~~a decrease in SICAV ~~performance fees. Performance fees for~~and UK ~~Open Ended Investment Companies (“OEICs”)~~OEICs and Unit Trusts ~~also increased in the period. These increases are partially offset by $3.7 million of net negative~~ performance fees ~~related~~due to ~~legacy JCG.~~a decline in performance of several large European equity strategies and absolute return products. The inclusion of five months of JCG net performance fees also contributed $9.2 million to the decrease.

Shareowner servicing fees

Shareowner servicing fees is primarily composed of JCG mutual fund servicing fees. The ~~activity~~increase for the three-and six-month periods ended June 30, 2018, compared to the same periods in 2017 was primarily due to the inclusion of two additional months and five additional months of JCG in the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017, relates to legacy JCG.~~2018, respectively.

Other revenue

Other revenue increased by ~~$13.6 million and $10.4~~$24.6 million during the three ~~and nine~~ months ended ~~September~~June 30, ~~2017,~~2018, compared to the same ~~periods~~period in ~~2016, respectively. Legacy~~2017, with the inclusion of an additional two months of JCG ~~was~~distribution and service fee revenue of $23.7 million as the largest ~~driver contributing $13.9~~driver.
Other revenue increased by $64.6 million ~~and $16.0 million~~during the six months ended June 30, 2018, compared to the ~~three-~~same period in 2017, with the inclusion of an additional five months of JCG distribution and ~~nine-month periods ended September 30, 2017, respectively. Unfavorable foreign currency translation also impacted~~service fee revenue of $61.4 million as the ~~nine-month period ended September 30, 2017, partially offsetting the increase due to legacy JCG.~~largest driver.
34

Operating Expenses

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Operating expenses (in millions):

Employee compensation and benefits

$
176.7

$
65.7

$
370.7

$
200.3

Long-term incentive plans

50.9

20.2

114.6

71.5

Distribution expenses

82.8

50.7

190.6

162.6

Investment administration

11.7

10.9

31.6

35.4

Marketing

8.1

2.6

21.4

9.7

General, administrative and occupancy

54.2

25.0

146.6

73.9

Depreciation and amortization

14.8

5.8

30.5

17.0

Total operating expenses

$
399.2

$
180.9

$
906.0

$
570.4

Three months ended

Six months ended

June 30,

June 30,

2018

2017

2018

2017

Operating expenses (in millions):

Employee compensation and benefits

$
151.0

$
123.6

$
297.7

$
194.0

Long-term incentive plans

55.2

47.3

95.2

63.7

Distribution expenses

114.7

72.5

232.0

123.1

Investment administration

11.7

9.7

23.1

19.9

Marketing

9.5

10.1

18.0

13.3

General, administrative and occupancy

59.2

67.3

131.4

92.4

Depreciation and amortization

15.8

9.4

31.2

15.7

Total operating expenses

$
417.1

$
339.9

$
828.6

$
522.1

Employee compensation and benefits

During the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017,~~2018, employee compensation and benefits increased ~~$111.0~~$27.4 million ~~and $170.4 million, respectively,~~ compared to the equivalent ~~periods~~period in ~~2016.~~2017. This increase was primarily driven by ~~legacy~~the inclusion of two months of JCG, which contributed ~~$82.2~~$52.0 million. Unfavorable foreign currency translation of $2.9 million ~~and $105.4~~also adversely affected the three-month period ended June 30, 2018. These increases were partially offset by a $20.5 million decrease in integration costs related to the ~~three-~~Merger and ~~nine-month periods ended September 30, 2017, respectively. Deal and integration costs of $14.1~~an $8.9 million ~~and $37.7 million for the three- and nine-month periods ended September 30, 2017, respectively, also contributed to the year-over-year variance. An increase~~decrease in variable compensation plans ~~as a result of an increase in revenue, combined with plan changes in 2017, contributed $17.3~~due to lower performance fee variable compensation.
During the six-month period ended June 30, 2018, employee compensation and benefits increased $103.7 million ~~and $30.7 million to the three- and nine-month periods ended September 30, 2017,~~ compared to the ~~same periods~~equivalent period in ~~2016. The nine-month period~~2017. This increase was ~~also impacted~~primarily driven by ~~favorable~~the inclusion of five months of JCG, which contributed $131.6 million. Unfavorable foreign currency translation of $13.0 million also adversely affected the six-month period ended June 30, 2018. These increases were partially offset by a $22.6 million decrease in ~~2017~~integration costs related to the Merger and ~~certain~~a $10.8 million decrease in variable compensation ~~linked~~plans mainly due to lower performance ~~fees, which increased in 2017.~~fee variable compensation.

Long-term incentive plans

Long-term incentive plans increased by ~~$30.7 million and $43.1~~$7.9 million during the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017, respectively,~~2018, compared to the equivalent ~~periods~~period in ~~2016.~~2017. The ~~increases were~~
39

increase was primarily driven by ~~legacy~~the inclusion of two months of JCG, which contributed ~~$27.7~~$14.3 million. A $5.5 million ~~and $37.7 million~~increase in ~~the three- and nine-month periods ended September 30,2017, respectively. In addition, deal and integration costs~~deferred equity plan awards as a result of ~~$2.1 million and $15.6 million for the three- and nine-month periods ended September 30, 2017, respectively,~~higher deferrals also contributed to the ~~year-over-year variance. The nine-month~~increase, which was partially offset by a $12.2 million decrease in integration costs related to the Merger.
Long-term incentive plans increased by $31.5 million during the six-month period ended ~~September~~June 30, ~~2017,~~2018, compared to the equivalent period in 2017. The increase was ~~also affected~~primarily driven by ~~lower social security expenses and~~the inclusion of five months of JCG, which contributed $35.3 million. Unfavorable foreign currency translation ~~which favorably affected expenses by $4.5~~of $3.6 million and ~~$6.0~~a $5.5 million ~~respectively, compared~~increase in deferred equity plan awards as a result of higher deferrals also contributed to the ~~same period~~increase. The increase was partially offset by a $12.4 million decrease in ~~2016. Management anticipates~~integration costs related to the ~~compensation-to-revenue ratio, on an adjusted basis, for the remainder of 2017 to be in the mid-forties.~~Merger.

Distribution expenses

Distribution expenses are paid to financial intermediaries for the distribution of JHG’s retail investment products and are typically calculated based on the amount of the ~~intermediary sourced~~intermediary-sourced AUM. For the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017,~~2018, distribution expenses increased by ~~$32.1 million and $28.0 million, respectively.~~$42.2 million. The ~~increases were~~increase was primarily driven by ~~legacy~~the inclusion of two months of JCG distribution expenses of $41.8 million. Unfavorable foreign currency translation of $2.7 million for the three months ended June 30, 2018, also contributed to the increase in distribution expenses.
For the six-month period ended June 30, 2018, distribution expenses increased by $108.9 million, with the inclusion of five months of JCG distribution expenses of $104.9 million as the primary driver of the increase. Unfavorable foreign currency translation of $5.7 million for the three months ended June 30, 2018, also contributed to the increase in distribution expenses.
35

Investment administration
Investment administration expenses, which ~~contributed $33.2~~represent back-office operations (including fund administration and fund accounting), increased $2.0 million ~~and $43.0~~during the three-month period ended June 30, 2018, compared to the same period in 2017. The increase is mostly due to $1.6 million in ~~the three-~~expenses related to transitioning JHG’s back-office operations to BNP Paribas and ~~nine-month periods, respectively. Foreign~~unfavorable foreign currency translation ~~had a nominal impact on three-month~~of $0.4 million.
Investment administration expenses increased $3.2 million during the six-month period ~~but favorably impacted~~ended June 30, 2018, compared to the ~~nine-month~~same period in ~~2017 by $3.9 million.~~2017. The ~~remaining change for the three- and nine-month periods~~increase is mostly due to ~~the UK OEIC~~$1.6 million in expenses related to transitioning JHG’s back-office operations to BNP Paribas and ~~SICAV product mix, as discussed above in the management fees section.~~unfavorable foreign currency translation of $1.6 million.

Marketing

Marketing expenses for the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017, increased~~2018, decreased by ~~$5.5~~$0.6 million ~~and $11.7 million, respectively,~~ compared to the ~~equivalent periods~~same period in ~~2016.~~2017. The ~~increases were~~decrease was primarily driven by ~~legacy JCG and Merger-related costs. Legacy JCG contributed $4.5~~a $3.7 million ~~and $5.7 million to the three- and nine-month periods ended September 30, 2017, respectively. Expenses~~reduction in ~~relation~~integration costs related to the Merger, ~~primarily fund proxy costs, contributed $0.7~~which was partially offset by the inclusion of two additional months of JCG marketing expenses of $3.2 million.
Marketing expenses increased $4.7 million ~~and $6.1 million~~during the six-month period ended June 30, 2018, compared to the ~~three- and nine-month periods ended September 30, 2017, respectively.~~same period in 2017. The increase was primarily driven by the inclusion of five months of JCG marketing expenses of $8.0 million, which was partially offset by a decrease of $3.9 million in integration costs related to the Merger.

General, administrative and occupancy

General, administrative and occupancy expenses ~~increased~~decreased by ~~$29.2 million and $72.7~~$8.1 million during the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017, respectively,~~2018, compared to the same ~~periods~~period in ~~2016. Deal and~~2017. The decrease was primarily driven by a $32.9 million reduction in integration costs related to the ~~Merger, including legal~~Merger. This decrease was partially offset by the inclusion of two months of JCG expenses of $17.2 million, as well as $3.5 million in research costs related to the Markets in Financial Instruments Directive II (“MiFID II”).
General, administrative and ~~advisory fees, contributed $4.3~~occupancy expenses increased $39.0 million during the six-month period ended June 30, 2018, compared to the same period in 2017. The increase was primarily driven by the inclusion of five months of JCG general, administrative and occupancy expenses of $43.7 million. The outcome of a court case and research costs related to MiFID II increased expenses during the six-month period ended June 30, 2018, by $12.2 million and ~~$46.5~~$7.5 million, inrespectively. In addition, a SICAV value-added tax refund of $7.3 million recognized during the ~~three- and nine-month periods~~six months ended ~~September~~June 30, 2017 ~~respectively. Legacy JCG (exclusive~~and unfavorable foreign currency translation of $3.7 million contributed to the year-over-year increase. These increases are partially offset by $38.8 million of deal and integration ~~costs) contributed $23.9 million and $31.1 million~~costs (excluding JCG) related to the ~~three- and nine-month periods ended September 30, 2017, respectively. The nine-month~~Merger recognized in the six-month period ended ~~September~~June 30, ~~2017, also benefited from a $6.9 million credit in relation to a sales tax refund dating from April 2013.~~2017.

Depreciation and amortization

Depreciation and amortization ~~expense~~expenses increased by ~~$9.0~~$6.4 million and ~~$13.5~~$15.5 million for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017, respectively,~~2018, compared to the ~~equivalent~~same periods in ~~2016. This was~~2017. The increases are primarily due to ~~additional depreciation and~~ amortization of intangibles recognized as a result of the Merger.

~~Non-operating income~~Non-Operating Income and ~~expenses~~Expenses

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Non-operating income and expenses (in millions):

Interest expense

$
(4.7
)
$
(0.5
)
$
(7.8
)
$
(6.1
)

$
(3.9
)
$
(2.0
)
$
(7.7
)
$
(3.1
)
Investment gains (losses), net

$
6.1

$
(2.0
)
$
15.0

$
(4.1
)

$
(16.6
)
$
9.8

$
(17.3
)
$
8.9

Other non-operating income (expenses), net

$
8.7

$
0.5

$
8.0

$
(2.1
)

$
13.9

$
(2.0
)
$
52.8

$
(0.7
)
36

Interest expense

Interest expense increased by ~~$4.2~~$1.9 million and ~~$1.7~~$4.6 million for the ~~three-~~three and ~~nine-month periods~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to the equivalent periods in ~~2016. Legacy JCG contributed $3.7 million and $5.0 million to the three- and nine-month periods ended September 30, 2017, including amortization~~
40

~~associated with the uplift of the debt~~2017. The increase is primarily due to the ~~Merger. The nine-month period ended September 30, 2016, also included $3.6 million~~inclusion of interest ~~expense in relation to~~on the ~~Group’s loan notes, which were repaid in March 2016.~~0.750% Convertible Senior Notes due 2018 (the “2018 Convertible Notes”) and the 4.875% Senior Notes due 2025 (“2025 Senior Notes”) as a result of the Merger.

Investment gains (losses), net

The components of investment gains (losses), net for the ~~three-~~three and ~~nine-month periods~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016, (in millions)~~2017, are as ~~follows:~~follows (in millions):

Three months ended

Nine months ended

Three months ended

Six months ended

September 30,

September 30,

June 30,

June 30,

2017

2016

2017

2016

2018

2017

2018

2017

Investment gains (losses), net (in millions):

Gains (losses) on investment securities and derivatives

$
6.0

$
(2.0
)
$
4.8

$
(5.0
)
Losses on investment securities and derivatives, net

$
(17.4
)
$
(0.3
)
$
(18.2
)
$
(1.2
)
Gain on sale of Volantis

—

—

10.2

—

—

10.2

—

10.2

Other

0.1

—

—

0.9

0.8

(0.1
)
0.9

(0.1
)
Investment gains (losses), net

$
6.1

$
(2.0
)
$
15.0

$
(4.1
)

$
(16.6
)
$
9.8

$
(17.3
)
$
8.9

Investment gains (losses), net ~~improved $8.1~~moved unfavorably by $26.4 million and ~~$19.1~~$26.2 million during the ~~three-~~three and ~~nine-month periods~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to the ~~equivalent~~same periods in 2016. Legacy JCG contributed ($0.1) million and $0.8 million to the three- and nine-month periods ended September 30, 2017. The nine-month period was also impacted by the sale of Volantis, which resulted in the recognition of a $10.2 million gain in the nine months ended September 30, 2017. The remaining variance for the three- and nine-month periods is2017, primarily due to fair value adjustments ~~associated with~~in relation to the Group’s consolidated VIEs and other seeded investment ~~securities~~products. The $10.2 million gain recognized on the sale of Volantis in 2017 also contributed to the quarter-over-quarter and ~~derivatives.~~year-over-year unfavorable change.

Other non-operating income (expenses), net

Other non-operating income (expenses), net increased ~~$8.2 million and $10.1~~$15.9 million during the ~~three- and nine-month periods~~three months ended ~~September~~June 30, ~~2017, respectively,~~2018, compared to the same ~~periods~~period in ~~2016,~~2017 primarily due to ~~fair~~favorable foreign currency translation of $9.1 million. Fair value adjustments related to the Dai-ichi ~~option.~~options also contributed to the increase. The fair value of the Dai-ichi ~~option~~options decreased ~~by $10.3 million and $9.1~~$1.9 million during the ~~three- and nine-month periods~~three-month period ended ~~September~~June 30, ~~2017, respectively,~~2018, primarily due to time decay.The exercise period of the options extends to October 3, 2018.

Other non-operating income (expenses), net increased $53.5 million during the six months ended June 30, 2018, compared to the same period in 2017. Fair value adjustments related to the Dai-ichi options contributed to the increase. The fair value of the Dai-ichi options decreased $24.7 million during the six-month period ended June 30, 2018, primarily due to a decrease in JHG’s stock price and time decay. The increase was also due to a $22.3 million gain recognized during the six months ended June 30, 2018 on the disposal of the Group’s back-office, middle-office and custody functions in the U.S.
Income ~~Tax Provision~~tax provision

The Group’s effective tax rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, are as follows:

Three months ended

Nine months ended

September 30,

September 30,

2017

2016

2017

2016

Effective tax rate

31.1
%
13.7
%
28.6
%
14.6
%

Three months ended

Six months ended

June 30,

June 30,

2018

2017

2018

2017

Effective tax rate

22.6
%
33.6
%
22.6
%
25.4
%

The ~~increase~~decrease in the effective tax ~~rate~~rates for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to the same periods in ~~2016~~2017 is primarily due to the ~~inclusion of legacy JCG, which is generally taxed at higher rates~~lower tax rate in the U.S. ~~The three and nine months ended September 30, 2016, included a significant tax benefit resulting from an adjustment~~subsequent to passage of the ~~Group’s deferred tax balances to reflect the enacted future~~rate reduction in the ~~UK tax rate from 18% to 17%. In addition, the nine months ended September 30, 2016, included a significant tax benefit relating to the exercise of stock-based compensation awards,~~ Tax Cuts and Jobs Act effective for 2018 and the ~~effective tax rate for the nine months ended September 30, 2017, was impacted by~~decrease in non-tax deductible ~~deal costs in connection with the Merger.~~merger costs.

4137

Non-GAAP Financial Measures

JHG reports its financial results in accordance with GAAP. However, in the opinion of JHG management, the profitability of the Group and its ongoing operations is best evaluated using additional non-GAAP financial measures. Management uses these performance measures to evaluate the business, and adjusted values are consistent with internal management reporting.

Alternative performance measures

The following is a reconciliation of revenue, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the three-month period ended ~~September~~June 30, ~~2017~~2018 (in millions, except per share and operating margin data):

Three months ended
September 30, 2017

Three months ended
June 30, 2018

Reconciliation of revenue to adjusted revenue

Revenue

$
537.4

$
592.4

Distribution expenses(1)

(82.8
)

(114.7
)
Adjusted revenue

$
454.6

$
477.7

Reconciliation of operating income to adjusted operating income

Operating income

$
138.2

$
175.3

Employee compensation and benefits(2)

15.3

6.0

Long-term incentive plans(2)

2.8

0.7

Investment administration(2)

0.7

Marketing(2)

0.7

(0.2
)
General, administrative and occupancy(2)

4.4

1.5

Depreciation and amortization(3)

7.0

7.4

Adjusted operating income

$
168.4

$
191.4

Operating margin(4)

25.7
%

29.6
%
Adjusted operating margin(5)

37.0
%

40.1
%

Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG

Net income attributable to JHG

$
99.5

$
140.6

Employee compensation and benefits(2)

15.3

6.0

Long-term incentive plans(2)

2.8

0.7

Investment administration(2)

0.7

Marketing(2)

0.7

(0.2
)
General, administrative and occupancy(2)

4.4

1.5

Depreciation and amortization(3)

7.0

7.4

Interest expense(6)

1.3

0.7

Other non-operating income (expenses), net(6)

(12.7
)

(4.0
)
Income tax provision(7)

(4.1
)

(3.5
)
Adjusted net income attributable to JHG

114.2

149.9

Less: allocation of earnings to participating stock-based awards

(3.2
)

(4.1
)
Adjusted net income attributable to JHG common shareholders

$
111.0

$
145.8

Weighted-average common shares outstanding - diluted (two class)

198.2

196.6

Diluted earnings per share (two class)(8)

$
0.49

$
0.70

Adjusted diluted earnings per share (two class)(9)

$
0.56

$
0.74

(1)
Distribution expenses are paid to financial intermediaries for the distribution of JHG’s investment products. JHG management believes that the deduction of third-party distribution, service and advisory expenses from revenue in the computation of net revenue reflects the nature of these expenses as revenue-sharing activities, as these costs are passed through to external parties that perform functions on behalf of, and distribute, the Group’s managed AUM.
(2)
Adjustments primarily represent integration costs in relation to the Merger. The costs represent severance costs, legal costs and consulting fees. JHG management believes these costs do not represent the ongoing operations of the Group.
(3)
Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management believes these non-cash and acquisition-related costs do not represent the ongoing operations of the Group.
(4)
Operating margin is operating income divided by revenue.
(5)
Adjusted operating margin is adjusted operating income divided by adjusted revenue.
(6)
Adjustments primarily represent fair value movements on options issued to Dai-ichi and deferred consideration costs associated with acquisitions prior to the Merger. JHG management believes these costs do not represent the ongoing operations of the Group.
(7)
The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible.
(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.
38

Quarterly analysis
The following provides analysis of the Group’s adjusted revenue and adjusted operating expense for the three-month period ended June 30, 2018, as compared to pro forma adjusted revenue and adjusted operating expense for the three-month period ended June 30, 2017 (in millions). Pro forma adjusted figures for the second quarter of 2017 assume the Merger had occurred on January 1, 2017.

Three months ended
June 30, 2018

Pro forma
three months ended
June 30, 2017

Adjusted revenue

$
477.7

$
482.2

Adjusted operating expense

$
286.3

$
282.7

Adjusted revenue decreased $4.5 million, or 1%, due largely to lower performance fees and an increase in distribution expenses. Adjusted operating expenses increased $3.6 million, or 1%. There were no significant movements contributing to the variance in operating expenses.
39

The following is a reconciliation of revenue and operating expense to adjusted revenue and adjusted operating expense, respectively, for the three months ended June 30, 2018 and 2017 (in millions):

Three months ended
June 30, 2018

Pro forma
three months ended
June 30, 2017

Reconciliation of revenue to adjusted revenue

Revenue

$
592.4

$
593.8

Distribution expenses(1)

(114.7
)
(111.6
)
Adjusted revenue

$
477.7

$
482.2

Reconciliation of operating expense to adjusted operating expense

Operating expense

$
417.1

$
505.3

Employee compensation and benefits(2)

(6.0
)
(25.4
)
Long-term incentive plans(2)

(0.7
)
(13.2
)
Distribution expenses(1)

(114.7
)
(111.6
)
Investment administration(2)

(0.7
)
—

Marketing(2)

0.2

(14.4
)
General, administrative and occupancy(2)

(1.5
)
(50.2
)
Depreciation and amortization(3)

(7.4
)
(7.8
)
Adjusted operating expense

$
286.3

$
282.7

(1)Distribution expenses are paid to financial intermediaries for the distribution of JHG’s investment products. JHG management believes that the deduction of third-party distribution, service and advisory expenses from revenue in the computation of net revenue reflects the nature of these expenses as revenue-sharing activities, as these costs are passed through to external parties that perform functions on behalf of, and distribute, the Group’s managed AUM.

42

(2)Adjustments primarily represent deal and integration costs in relation to the Merger. The costs primarily represent severance costs, legal costs and consulting fees. JHG management believes these costs do not represent the ongoing operations of the Group.

(3)Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management believes these non-cash and acquisition-related costs do not represent the ongoing operations of the Group.

~~(4)Operating margin is operating income divided by revenue.~~
~~(5)Adjusted operating margin is adjusted operating income divided by adjusted revenue.~~
~~(6)~~Adjustments primarily represent fair value movements on options issued to Dai-ichi and deferred consideration costs associated with acquisitions prior to the Merger. JHG management believes these costs do not represent the ongoing operations of the Group.
~~(7)The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible.~~
~~(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.~~
~~Quarterly analysis~~
The following provides analysis of the Group’s adjusted revenue and adjusted operating expense for the three-month period ended September 30, 2017, as compared to pro forma adjusted revenue and adjusted operating expense for the three-month period ended September 30, 2016 (in millions). Pro forma adjusted figures for the third quarter of 2016 assume the Merger had occurred on July 1, 2016.

Three months ended
September 30, 2017

Pro forma
three months ended
September 30, 2016

Adjusted revenue

$
454.6

$
419.2

Adjusted operating expense

$
286.2

$
273.4

Adjusted revenue increased $35.4 million, or 8%, due largely to higher AUM. Adjusted operating expenses increased $12.8 million, or 5%, due to increased employee compensation and benefits expense of $8.6 million, which is in line with an increase in adjusted revenue. There were no other significant movements contributing to the variances.
43

~~The following is a reconciliation of revenue and operating expense to adjusted revenue and adjusted operating expense for the three-month periods ended September 30, 2017 and 2016 (in millions):~~

Three months ended
September 30, 2017

Pro forma
three months ended
September 30, 2016

Reconciliation of revenue to adjusted revenue

Revenue

$
537.4

$
503.9

Distribution expenses(1)

(82.8
)
(84.7
)
Adjusted revenue

$
454.6

$
419.2

Reconciliation of operating expense to adjusted operating expense

Operating expense

$
399.2

$
374.6

Employee compensation and benefits(2)

(15.3
)
(0.8
)
Long-term incentive plans(2)

(2.8
)
—

Distribution expenses(1)

(82.8
)
(84.7
)
Marketing(2)

(0.7
)
—

General, administrative and occupancy(2)

(4.4
)
(7.9
)
Depreciation and amortization(3)

(7.0
)
(7.8
)
Adjusted operating expense

$
286.2

$
273.4

~~(1)~~Distribution expenses are paid to financial intermediaries for the distribution of JHG’s investment products. JHG management believes that the deduction of third-party distribution, service and advisory expenses from revenue in the computation of net revenue reflects the nature of these expenses as revenue-sharing activities, as these costs are passed through to external parties that perform functions on behalf of, and distribute, the Group’s managed AUM.
~~(2)~~Adjustments primarily represent deal and integration costs in relation to the Merger. The costs primarily represent severance costs, legal costs and consulting fees. JHG management believes these costs do not represent the ongoing operations of the Group.
~~(3)~~Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management believes these non-cash and acquisition-related costs do not represent the ongoing operations of the Group.
4440

LIQUIDITY AND CAPITAL RESOURCES

JHG’s capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, should provide the Group with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements.

The following table summarizes key balance sheet data relating to JHG’s liquidity and capital resources as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016~~2017 (in millions):

September 30,

December 31,

June 30,

December 31,

2017

2016

2018

2017

Cash and cash equivalents held by the Group

$
650.1

$
279.0

$
664.2

$
754.2

Fees and other receivables

$
370.9

$
165.5

$
335.7

$
419.6

Investment securities held by the Group

$
276.4

$
79.6

$
291.9

$
261.5

Debt

$
406.0

$
—

$
330.0

$
379.2

Cash and cash equivalents consist primarily of cash at banks and in money market funds. Cash and cash equivalents and investment securities held by consolidated VIEs and VREs are not available for general corporate purposes and have been excluded from the table above.
Investment securities held by the Group represents seeded investment products (exclusive of investments held by consolidated VIEs and VREs), investments related to deferred compensation plans and other less significant investments.

The Group believes that existing cash and cash from operations should be sufficient to satisfy its short-term capital requirements. Expected short-term uses of cash include ordinary operating expenditures, seed capital investments, 2018 Convertible Notes principal, interest and redemption payments, ~~related to the 2018 Convertible Notes,~~ dividend payments, income tax payments, contingent consideration payments, ~~and~~defined benefit pension plan contributions, integration costs in relation to the ~~Merger.~~Merger and common stock repurchases. JHG may also use available cash for other general corporate purposes and acquisitions.

Regulatory Capital

JHG is subject to regulatory oversight by the SEC, the Financial Industry Regulatory Authority (“FINRA”), the U.S. Commodity Futures Trading Commission, the Financial Conduct Authority (“FCA”) and other international regulatory bodies. The Group ensures it is compliant with its regulatory obligations at all times. The Group’s main capital requirement relates to the FCA-supervised regulatory group (a sub-group of JHG), comprising Henderson Group Holdings Asset Management Limited, all of its subsidiaries and Janus Capital International Limited (“JCIL”). JCIL is included onto meet the ~~basis~~requirements of ~~an Article 134 relationship~~certain regulations under the Banking Consolidation Directive. The ~~consolidated~~combined capital requirement is ~~£270.7~~£325.8 million ($~~363.2~~430.3 million), resulting in capital above the regulatory group’s regulatory requirement of ~~£48.0~~£69.8 million ($~~64.4~~92.2 million) as of ~~September~~June 30, ~~2017,~~2018, based ~~upon~~on internal calculations and excluding unaudited current year ~~profits that have not been externally verified. Other capital~~profits. Capital requirements in other jurisdictions are not significant.

Short-Term Liquidity and Capital Resources

Convertible Notes

Upon closing of the Merger, JHG fully and unconditionally guaranteed the obligations of JCG under its 2018 Convertible Notes, which pay interest at 0.750% semiannually on January 15 and July 15 of each year and mature on July 15, 2018.

Holders of the 2018 Convertible Notes may convert the notes during a particular calendar quarter if the last reported sale price of JHG’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding quarter. The 2018 Convertible Notes are convertible from July 1, 2018 to July 15, 2018 (maturity date), regardless of the conversion criteria.
41

During the three and six months ended ~~September~~June 30, ~~2017, $32.6~~2018, $0.2 million and $48.1 million of principal was redeemed and settled with ~~cash. As~~cash for a total cash outlay of ~~September 30, 2017,~~$0.3 million and $81.9 million, respectively. The difference between the ~~face~~principal redeemed and the cash paid primarily represents the value of the ~~2018 Convertible Notes was $84.0 million. As of October 1, 2017, the 2018 Convertible Notes met the~~ conversion criteria and are convertible during the fourth quarter of 2017 at a conversion rate of 44.7007 shares of JHG common stock per $1,000 principal amount of the 2018 Convertible Notes, which is equivalent to a conversion price of approximately $22.37 per share of common stock.
feature. During the period from ~~October~~July 1, ~~2017~~2018 to ~~November 6, 2017,~~July 15, 2018, an additional ~~$6.6~~$9.4 million in principal was redeemed and settled with cash for a total cash outlay of ~~$10.0 million, and additional conversion notices~~
45

~~amounting to $10.9 million in principal had~~$13.5 million. As of July 15, 2018, the obligations associated with the 2018 Convertible Notes have been ~~received. JHG intends to settle the conversion notices~~settled with cash ~~during~~and the ~~fourth quarter of 2017.~~carrying value was reduced to zero.

Options Sold to Dai-Ichi

On the Closing Date of the Merger, JHG sold 20 tranches of conditional options to Dai-ichi, with each tranche allowing Dai-ichi to purchase 500,000 JHG ordinary shares at a strike price of £29.972 per share (the terms of such options having been adjusted in accordance with the terms of the Dai-ichi Option Agreement to take account of the effect of the share consolidation). The cash consideration received for the options was £19.8 million ($25.7 million). As of ~~September~~June 30, ~~2017,~~2018, the fair value of the options sold to Dai-ichi was ~~$17.5~~$2.1 million. The ~~options can be exercised by Dai-ichi during~~fair value was determined using a Black-Scholes option pricing model. The Black-Scholes model requires management to estimate certain variables, primarily the ~~period from the Closing Date~~volatility of the ~~Merger until~~underlying shares. Changes in the fair value of the options are recognized in other non-operating income (expenses), net on JHG’s Condensed Consolidated Statements of Comprehensive Income. The exercise period of the options extends to October 3, 2018.

Common Stock Repurchases

~~There~~Some of the Group’s executives and employees receive rights over JHG ordinary shares as part of their remuneration arrangements and employee entitlements. These entitlements may be satisfied either by the transfer of existing ordinary shares acquired on market or by the issue of ordinary shares.
At the Annual General Meeting held on May 3, 2018, shareholders authorized JHG to make on-market purchases of up to 10% of the issued share capital of the Group. The Group did not make any on-market or off-market share purchases during the six months ended June 30, 2018, in connection with any share buyback program and as of the date of this report, there were no ~~share repurchases during~~current on-market or off-market buybacks of the ~~nine-month period ended September 30, 2017, or~~Group’s securities. Subject to formally appointing a corporate broker, the ~~year ended December 31, 2016.~~Board has approved the Group commencing an on-market buyback program in the third quarter of 2018, on a date to be determined and announced by the Group. The Group ~~has no commitments~~intends to ~~repurchase additional capital stock. Any future repurchases of~~spend up to $100 million to buy its ordinary shares ~~depositary interests or CDIs~~on the New York Stock Exchange and its CHESS Depositary Interests (CDIs) on the ASX over 12 months. Further information regarding the proposed on-market buyback program will ~~depend upon prevailing market conditions, the Group’s liquidity requirements, contractual~~be announced immediately prior to its finalization and ~~legal restrictions, Board approval and other factors.~~formal launch.

Dividends

The payment of cash dividends is within the discretion of the Group’s Board of Directors and depends on many factors, including, but not limited to, the Group’s results of operations, financial condition, capital requirements, general business conditions and legal requirements. From the Closing Date, the Group intends to declare dividends quarterly in USD. Prior to this, the Group declared dividends in GBP on a semi-annual basis, with an extraordinary first quarter 2017 dividend declared on April 19, 2017.

Dividends declared and paid during the ~~nine~~six months ended ~~September~~June 30, ~~2017, representing the final 2016 and quarterly 2017 dividends, were:~~2018, were as follows:

Dividend
Dividend

Date

Dividends paid

Date

Dividend

Date

Dividends paid

Date

per share
per share

declared

(in US$ millions)

paid

per share

declared

(in US$ millions)

paid

£
0.0730

February 9, 2017

$
102.6

May 19, 2017

£
0.0185

April 19, 2017

$
26.0

May 19, 2017

$
0.3200

August 7, 2017

$
63.7

September 1, 2017

0.32

February 5, 2018

$
63.1

March 2, 2018

$
0.36

May 8, 2018

$
71.6

June 1, 2018

On ~~November 8, 2017,~~July 31, 2018, JHG’s Board of Directors declared a cash dividend of ~~$0.32~~$0.36 per share. The quarterly dividend will be paid on ~~December 1, 2017,~~August 24, 2018, to shareholders of record at the close of business on ~~November 20, 2017.~~August 13, 2018.

Long-Term Liquidity and Capital Resources

Expected long-term commitments as of ~~September~~June 30, ~~2017,~~2018, include principal and interest payments related to the 2025 Senior Notes, operating and capital lease payments, defined benefit pension plan contributions, Perkins and Intech senior profits interests awards, Intech appreciation rights and phantom interests, Intech non-controlling interests and contingent consideration related to the acquisitions of Geneva, Perennial, VelocityShares and Kapstream. JHG expects to fund its long-term commitments with existing cash, with cash generated from operations or by accessing capital and credit markets as necessary.
42

2025 Senior Notes

Upon closing of the Merger, JHG fully and unconditionally guaranteed JCG’s obligations under its 2025 Senior Notes. The 2025 Senior Notes have a principal amount of $300.0 million, pay interest at 4.875% semiannually on February 1 and August 1 of each year, and mature on August 1, 2025.

46

Perkins Senior Profits Interests Awards
~~Perkins became a wholly owned subsidiary of the Group as a result of the Merger.~~

On November 18, 2013, Perkins granted senior profits interests awards designed to retain and incentivize key employees to grow the business. These awards fully vest on December 31, 2018, with the holders entitled to a total of 10% of Perkins’ annual taxable income. The entitlement to a percentage of Perkins’ annual taxable income over the vesting period is tiered and starts at 2% in 2015 and increases 2% each year thereafter until reaching 10% in 2019 after fully vesting on December 31, 2018. In addition, these awards have a formula-driven terminal value based on Perkins’ revenue. JHG can call and terminate any or all of the awards on December 31, 2018, and each year thereafter. Holders of such interests can require JHG to purchase the interests in exchange for the then-applicable formula price on December 31, 2018. The senior profits interests awards are also subject to termination at premiums or discounts to the formula at the option of JHG or certain employees, as applicable, upon certain ~~corporate~~corporate- or employment-related events affecting Perkins or certain employees.

Intech
~~Intech became a subsidiary of the Group as a result of the Merger.~~

Intech ownership interests held by a founding member, representing approximately 1.1% aggregate ownership of Intech, provide this founding member with an entitlement to retain his remaining Intech interest until his death and provide the option to require JHG to purchase the ownership interests of Intech at fair value.

Intech has granted long-term incentive awards to retain and incentivize employees. The awards consist of appreciation rights, profits interests and phantom interests, and are designed to give recipients an equity-like stake in Intech. The grant date fair value of the appreciation rights is being amortized on a graded basis over the 10-year vesting period. The awards are exercisable upon termination of employment from Intech to the extent vested. The profits interests and phantom interests awards entitle recipients to ~~9.21%~~9.12% of Intech’s pre-incentive profits.

Contingent Consideration

The ~~total~~ maximum ~~contingent~~ amount payable ~~related~~and fair value of Geneva, Perennial, Kapstream and VelocityShares contingent consideration is summarized below (in millions):

As of June 30, 2018

Geneva

Perennial

Kapstream

VelocityShares

Maximum amount payable

$
70.0

$
44.3

$
36.0

$
8.0

Fair value included in:

Accounts payable and accrued liabilities

$
—

$
—

$
17.3

$
—

Non-current liabilities

20.2

7.7

12.1

—

Total fair value

$
20.2

$
7.7

$
29.4

$
—

As of December 31, 2017

Geneva

Perennial

Kapstream

VelocityShares

Fair value included in:

Accounts payable and accrued liabilities

$
—

$
—

$
18.8

$
6.1

Non-current liabilities

19.3

7.0

25.4

—

Total fair value

$
19.3

$
7.0

$
44.2

$
6.1

Acquisition of Geneva
The consideration payable on the acquisition of Geneva in 2014 included two contingent tranches of up to ~~Perennial and Geneva over the entire contingent period is $53.0~~$45.0 million and ~~$79.5~~$25.0 million, ~~respectively, as~~payable over seven years.
43

Acquisition of ~~September 30, 2017.~~ ~~For additional details of the contingent~~Perennial
The consideration ~~in relation to~~payable on the acquisition of Perennial included contingent consideration payable in 2019 if revenues of the Perennial equities business meet certain targets. The total maximum payment over the remaining contingent consideration period is $5.5 million as of June 30, 2018. In addition, there is a maximum amount of $38.8 million payable in two tranches in 2019 and ~~Geneva, please refer to Note 5 — Fair Value Measurements.~~2020, which have employee service conditions attached (“earn-out”). The earn-out is accrued over the service period as compensation expense and is based on net management fee revenue.

~~As a result~~Acquisition of ~~the Merger, the Group is also committed to contingent consideration payments in respect of the historic JCG acquisitions of~~ Kapstream ~~and VelocityShares.~~

The outstanding Kapstream contingent cash consideration in respect to the initial acquisition of a 51% controlling interest is payable in the third quarter of 2018 if certain Kapstream AUM reach defined targets. ~~As of September~~ On June 30, ~~2017,~~2018 (36 months after acquisition) Kapstream reached defined AUM targets and the ~~total maximum payment remaining is $4.1 million.~~Group paid $3.8 million in July 2018.

~~On January 31, 2017, JCG acquired~~The purchase of the remaining 49% ~~voting interest in Kapstream. The transaction included~~had contingent consideration of up to ~~$43.9 million payable in~~$43.0 million. Payment of the ~~form~~contingent consideration is subject to all Kapstream products and certain products advised by the Group, reaching defined revenue targets on the first, second and third anniversaries of ~~mutual fund share awards.~~January 31, 2017. The ~~awards will be~~contingent consideration is payable in three equal installments on the ~~first, second and third~~ anniversary dates ~~of the acquisition if certain revenue targets are reached~~ and ~~are~~is indexed to the performance of the premier share class of the Kapstream Absolute Return Income Fund. Upon achieving the defined revenue targets, the holders receive the value of the contingent consideration adjusted for gains or losses attributable to the mutual fund to which the contingent consideration is indexed, subject to tax withholding. On January 31, 2018, the first anniversary of the acquisition, Kapstream reached defined revenue targets and the Group paid $15.3 million in February 2018.

~~Outstanding contingent cash payments in relation to the historic~~Acquisition of VelocityShares
JCG’s acquisition of VelocityShares ~~are~~in 2014 included contingent consideration. The payment is contingent on certain VelocityShares’ ~~ETPs~~exchange-traded products (“ETPs”) reaching defined net revenue targets. VelocityShares reached defined net revenue targets ~~on the third and fourth anniversaries of the acquisition (in~~in November 2017, and ~~November 2018, respectively). The maximum contingent payments are $8.0~~the Group paid $3.6 million ~~each. As~~in January 2018.
For additional details of ~~September 30, 2017,~~ the ~~total maximum payment over the remaining~~ contingent consideration, ~~period is $16.0 million.~~please refer to Note 4 — Fair Value Measurements.

Defined Benefit Pension Plan

The Group’s latest triennial valuation of its defined benefit pension plan resulted in a deficit on a technical ~~provision’s~~provisions basis of ~~$38.9~~£29.0 million ~~(£29.0~~($38.3 million). The Group ~~has~~ agreed with the trustees of the plan to make contributions of ~~$11.3~~£8.4 million ~~(£8.4~~($11.1 million) per year for four years beginning in 2017 to recover the deficit.
47

The Group believes that it will have sufficient resources to satisfy its long-term liquidity requirements.

Off-Balance Sheet Arrangements

~~The contractual obligations relating to~~Other than certain ~~operating~~ lease agreements, as of December 31, 2016, are outlined in Note 18—Commitments and Contingencies of the Prospectus of Henderson Group plc. The JCG contractual obligations are outlined in Note 13—Commitments and Contingencies, of the Group’s 10-Q for the quarter ended September 30, 2017. The GroupJHG is not party to any off-balance sheet arrangements that may provide, or require the Group to provide, financing, liquidity, market or credit risk support that is not reflected in ~~the Group’s Consolidated Financial Statements.~~JHG’s consolidated financial statements.

Other Sources of Liquidity

~~On February 16, 2017, the Group entered into~~At June 30, 2018, JHG had a ~~five-year, $200.0~~$200 million unsecured, ~~multi-currency~~ revolving credit facility (“Credit ~~Facility,~~Facility”) with Bank of America Merrill Lynch International Limited as coordinator, book runner and mandated lead arranger. The Credit Facility includes an option for JHG to request an increase to the overall amount of the Credit Facility of up to an additional $50.0 million. The Credit Facility ~~has~~had a maturity date of February 16, 2022, with two one-year extension options that ~~can~~could be exercised at the discretion of JHG with the lender’s consent on the first and second anniversary of the date of the agreement, respectively. JHG exercised its option on the first anniversary date of the agreement to extend the maturity date by one year; the revised maturity date of the Credit Facility is February 16, 2023.
44

The Credit Facility ~~became effective on the Closing Date and~~ may be used for general corporate purposes. The Credit Facility bears interest on borrowings outstanding at the relevant interbank offer rate plus a spread.

The Credit Facility contains a financial covenant with respect to leverage. The financing leverage ratio cannot exceed 3.00x EBITDA. At the latest practicable date before the date of this report, JHG was in compliance with all covenants and there were no borrowings under the Credit Facility.

Cash Flows

A summary of cash flow data for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, is as follows (in millions):

Nine months ended

September 30,

Six months ended
June 30,

2017

2016

2018

2017

Cash flows provided by (used for):

Operating activities

$
218.2

$
126.2

$
180.9

$
61.6

Investing activities

519.0

(102.5
)

56.0

564.3

Financing activities

(371.1
)
(359.7
)

(306.6
)
(277.8
)
Effect of foreign exchange rate changes on cash and cash equivalents

10.4

(24.0
)

(20.7
)
12.4

Net change in cash and cash equivalents

376.5

(360.0
)

(90.4
)
360.5

Cash balance at beginning of period

323.2

583.7

794.2

323.2

Cash balance at end of period

$
699.7

$
223.7

$
703.8

$
683.7

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. ~~The payment of incentive compensation during the first quarter creates a significant outflow in operating activities compared to other quarters during the year.~~
48

Investing Activities

Cash provided by ~~(used for)~~ investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, is as follows (in millions):

Nine months ended

September 30,

2017

2016

Proceeds from disposal of investment securities - seed capital, net

$
23.9

$
5.4

Proceeds from disposal of investment securities - VIEs, net

102.6

—

Cash acquired from acquisition

417.2

—

Dividends received from equity-method investments

0.2

0.7

Net cash paid on settled hedges

(16.3
)
(41.3
)
Purchases of investment securities - VIEs, net

—

(53.8
)
Other

(8.6
)
(13.5
)
Cash provided by (used for) investing activities

$
519.0

$
(102.5
)

Six months ended
June 30,

2018

2017

Purchases and sales of investment securities, net

$
43.9

$
14.0

Purchase and sales of securities by consolidated investment products, net

(16.7
)
148.8

Purchase of property, equipment and software

(11.3
)
(8.4
)
Cash acquired from acquisition

—

417.2

Proceeds from BNP Paribas transaction

36.5

—

Cash received (paid) on settled hedges, net

3.6

(7.3
)
Cash provided by investing activities

$
56.0

$
564.3

Cash inflows from investing activities were ~~$519.0~~$56.0 million and $564.3 million during the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~(nine~~respectively. Cash provided by investing activities during the six months ended ~~September~~June 30, ~~2016: cash outflows of $102.5 million),~~2018, was primarily due to proceeds received from the ~~Group acquiring cash~~BNP Paribas transaction and net sales of $417.2 million in respect of the Merger, together with the Group receiving proceeds from disposal of investments within consolidated VIEs of $102.6 million. JHG may not, under any circumstances, access cash and cash equivalents held by consolidated VIEs to use in its operating activities or otherwise.investment securities.

45

Financing Activities

Cash used for financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, is as follows (in millions):

Nine months ended

September 30,

Six months ended
June 30,

2017

2016

2018

2017

Dividends paid to shareholders

$
(192.3
)
$
(162.0
)

$
(134.7
)
$
(128.6
)
Repayment of long-term debt

(50.2
)
(208.9
)

(81.9
)
—

Third-party sales (redemptions) in consolidated seeded investment products, net

(122.7
)
48.8

16.7

(148.8
)
Purchase of common stock for stock-based compensation plans

(44.3
)
(45.9
)

(84.1
)
(39.1
)
Payment of contingent consideration

(18.8
)
—

Proceeds from issuance of option

25.7

—

—

25.7

Proceeds from settlement of convertible note hedge

59.3

—

—

59.3

Settlement of stock warrant

(47.8
)
—

—

(47.8
)
Other financing activities

1.2

8.3

(3.8
)
1.5

Cash used for financing activities

$
(371.1
)
$
(359.7
)

$
(306.6
)
$
(277.8
)

Cash outflows from financing activities were ~~$371.1~~$306.6 million and $277.8 million in the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~(nine~~respectively. Cash outflows during the six months ~~ended September~~ending June 30, ~~2016: $359.7 million)~~2018, were primarily ~~reflecting~~due to dividends paid ~~of $192.3 million, third-party redemptions from consolidated seed investments of $122.7 million,~~to shareholders, repayment of a portion of the 2018 Convertible Notes and ~~other activity as outlined in~~ the ~~table above.~~purchase of common stock for stock-based compensation awards.

4946

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

~~A significant portion of~~The Group has had no material changes in its exposures to market risks from that previously reported in the Group’s ~~revenue and expenses are denominated in currencies other than USD resulting in exposure in~~Annual Report on Form 10-K for the ~~consolidated financial statements. Currency exposure is primarily due to non-USD AUM and non-USD operations, which cause variability in revenue and operating expenses.~~year ended December 31, 2017.

Item 4.        Controls and Procedures

As of ~~September~~June 30, ~~2017,~~2018, JHG’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Group in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Group’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are designed by the Group to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files with or submits to the SEC. Richard M. Weil, ~~Co-Chief Executive Officer, Andrew J. Formica, Co-Chief~~Chief Executive Officer, and Roger Thompson, Chief Financial Officer, reviewed and participated in management’s evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Weil ~~Mr. Formica~~ and Mr. Thompson concluded that as of the date of their evaluation, JHG’s disclosure controls and procedures were effective.

There has been no change in JHG’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~third~~second quarter ~~2017~~of 2018 that has materially affected, or is reasonably likely to materially affect, JHG’s internal control over financial reporting.

5047

PART II — OTHER INFORMATION

Item 1.        Legal Proceedings

See Part I, Item 1. Financial Statements, Note 13 — Commitments and Contingencies.

Item 1A.     Risk Factors

The Group has had no material changes in its risk factors from those previously reported in the ~~Registration Statement.~~Group’s Annual Report on Form 10-K for the year ended December 31, 2017.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Common Stock Purchases
Some of the Group’s executives and employees receive rights over JHG ordinary shares as part of their remuneration arrangements and employee entitlements. These entitlements may be satisfied either by the transfer of existing ordinary shares acquired on-market or by the issue of ordinary shares. The following table presents JHG ordinary shares purchased on-market by month during the six months ended June 30, 2018, in satisfaction of employee awards and entitlements.
Period

Total number
of shares
purchased

Average
price paid
per share

Total number of
shares purchased as
part of publicly
announced program

Approximate dollar value of
shares that may yet
be purchased under the
programs (end of month)

January

5,783

$
41.00

—

—

February

1,130,501

35.74

—

—

March

1,196,671

34.37

—

—

April

13,007

32.47

—

—

May

39,207

31.97

—

—

June

2,747

32.16

—

—

Total

2,387,916

$
34.99

—

At the Annual General Meeting held on May 3, 2018, shareholders authorized JHG to make on-market purchases of up to 10% of the issued share capital of the Group. The Group did not make any on-market or off-market share purchases during the three months ended June 30, 2018, in connection with any share buyback program and as of the date of this report, there were no current on-market or off-market buybacks of the Group’s securities. Subject to formally appointing a corporate broker, the Board has approved the Group commencing an on-market buyback program in the third quarter of 2018, on a date to be determined and announced by the Group. The Group intends to spend up to $100 million to buy its ordinary shares on the New York Stock Exchange and its CHESS Depositary Interests (CDIs) on the ASX over 12 months. Further information regarding the proposed on-market buyback program will be announced immediately prior to its finalization and formal launch.

Items 2, 3, 4 and 5.

Not applicable.

5148

Item 6.        Exhibits

31.1

Certification of Richard M. Weil, ~~Co-Chief~~Chief Executive Officer of Registrant

31.2
~~Certification of Andrew J. Formica, Co-Chief Executive Officer of Registrant~~
~~31.3~~

Certification of Roger Thompson, Chief Financial Officer of Registrant

32.1

Certification of Richard M. Weil, ~~Co-Chief~~Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
~~Certification of Andrew J. Formica, Co-Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
~~32.3~~

Certification of Roger Thompson, Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Insurance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

5249

JANUS HENDERSON GROUP ~~INC.~~plc
INDEX TO EXHIBITS

Exhibit
No.

Document

Regulation S-K
Item 601(b)
Exhibit No.

Document

Regulation S-K
Item 601(b)
Exhibit No.

31.1

Certification of Richard M. Weil, Co-Chief Executive Officer of Registrant

31

Certification of Richard M. Weil, Chief Executive Officer of Registrant

31

31.2

Certification of Andrew J. Formica, Co-Chief Executive Officer of Registrant

31

Certification of Roger Thompson, Chief Financial Officer of Registrant

31

31.3

Certification of Roger Thompson, Chief Financial Officer of Registrant

31

32.1

Certification of Richard M. Weil, Co-Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32

Certification of Richard M. Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32

32.2

Certification of Andrew J. Formica, Co-Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32

Certification of Roger Thompson, Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32

32.3

Certification of Roger Thompson, Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32

101.INS

XBRL Insurance Document

101

XBRL Insurance Document

101

101.SCH

XBRL Taxonomy Extension Schema Document

101

XBRL Taxonomy Extension Schema Document

101

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101

XBRL Taxonomy Extension Calculation Linkbase Document

101

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101

XBRL Taxonomy Extension Definition Linkbase Document

101

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101

XBRL Taxonomy Extension Label Linkbase Document

101

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101

XBRL Taxonomy Extension Presentation Linkbase Document

101

5350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November 9, 2017~~
July 31, 2018

Janus Henderson Group plc

/s/ Richard M. Weil

Richard M. Weil,

Director and ~~Co-Chief~~Chief Executive Officer

(~~Co-Principal~~Principal Executive Officer)

~~/s/ Andrew J. Formica~~
~~Andrew J. Formica,~~
~~Director and Co-Chief Executive Officer~~
~~(Co-Principal Executive Officer)~~

/s/ Roger Thompson

Roger Thompson,

Chief Financial Officer

(Principal Financial Officer)

/s/ Brennan A. Hughes

Brennan A. Hughes,

Senior Vice President,

Chief Accounting Officer and Treasurer

(Principal Accounting Officer)

5451

	Preliminary
	purchase price
	allocation
Assets:
Cash and cash equivalents	$	417.2
Investment securities	270.4
Fees and other receivables	133.7
Other current assets	119.4
Property, equipment and software	32.3
Intangible assets	2,785.0
Goodwill	697.9
Other non-current assets	10.6
Liabilities:
Long-term debt	481.8
Deferred tax liabilities	1,025.6
Other current liabilities	243.8
Other non-current liabilities	55.2
Noncontrolling interests	59.4
Net assets acquired	$	2,600.7

			Estimated useful
	Estimated		life (weighted-
	fair value		average in years)
Investment management contracts:
Mutual funds	$	2,155.0	Indefinite
Separate accounts	202.0		15
Exchange traded notes	33.0		15
Exchange traded funds	14.0		Indefinite
Trademarks	381.0		Indefinite
Total	$	2,785.0

									Foreign
	December 31,								currency			September 30,
	2016			Merger		Amortization			translation			2017
Indefinite-lived intangible assets:
Investment management agreements	$	334.8		$	2,169.0	$	—		$	38.1		$	2,541.9
Trademarks	—			381.0		—			0.3			381.3
Definite-lived intangible assets:
Client relationships	126.9			235.0		—			7.3			369.2
Accumulated amortization	(60.4		)	—		(15.7		)	(6.0		)	(82.1		)
Net intangible assets	$	401.3		$	2,785.0	$	(15.7	)	$	39.7		$	3,210.3

Year ended December 31,	Amount
2017 (remainder of year)	$	7.4
2018	29.7
2019	29.7
2020	29.7
2021	26.8
2022	18.3
Thereafter	145.5
Total	$	287.1

	Nine months ended September 30,
	2017		2016
Revenues	$	1,590.6	$	1,515.8
Net income attributable to JHG	$	232.9	$	267.0

	Closing Date -
	September 30, 2017
Revenues	$	421.3
Net income attributable to JCG	$	88.2

			Gross unrealized				Foreign
			investment				currency
	Cost		Gains		Losses		translation		Fair value
September 30, 2017:
Available-for-sale securities	$	19.8	$	3.2	$	—	$	1.4	$	24.4
December 31, 2016:
Available-for-sale securities	$	15.1	$	3.4	$	—	$	7.6	$	26.1

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Unrealized losses on investment securities held at period end	$	(13.6	)	$	(7.0	)	$	(21.5	)	$	(4.5	)

	Notional value				Notional value
	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Futures	$	184.6	$	14.7	$	148.3	$	190.6
Credit default swaps	129.0		—		145.6		117.5
Index swaps	49.9		34.2		—		76.7
Total return swaps	68.6		59.5		88.4		70.3
Foreign currency forward contracts	85.1		170.1		163.3		118.8

	September 30, 2017
				Gross amounts
				offset by			Gross amounts
				derivative			offset by cash
	Gross amounts			instruments			collateral pledged		Net amounts
Assets:
Futures	$	3.4		$	(1.1	)	$	—	$	2.3
Foreign currency forward contracts	1.0			—			—		1.0
Total assets	$	4.4		$	(1.1	)	$	—	$	3.3

Liabilities:
Futures	$	(1.2	)	$	1.1		$	—	$	(0.1	)
Total return swaps	(1.0		)	—			0.8		(0.2		)
Index swaps	(1.9		)	—			1.9		—
Credit default swaps	(3.0		)	—			1.0		(2.0		)
Total liabilities	$	(7.1	)	$	1.1		$	3.7	$	(2.3	)

	Fair value measurements using:
	Quoted prices in
	active markets for
	identical assets		Significant other		Significant
	and liabilities		observable inputs		unobservable inputs				Fair value measurements using:
	(Level 1)		(Level 2)		(Level 3)		Total		Quoted prices in active markets for identical assets and liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Cash equivalents	$	367.3	$	—	$	—	$	367.3	$	310.3	$	—	$	—	$	310.3
Investment securities:
Consolidated VIEs - trading	199.4		171.4		47.0		417.8
Other - trading	170.5		101.1		—		271.6
Consolidated VIEs - available-for-sale	19.6		—		—		19.6
Other - available-for-sale	4.8		—		—		4.8
Consolidated VIEs									107.8		211.8		31.4		351.0
Other investment securities									196.1		117.3		—		313.4
Total investment securities	394.3		272.5		47.0		713.8		303.9		329.1		31.4		664.4
Seed hedge derivatives	4.4		—		—		4.4		—		6.7		—		6.7
Derivatives in consolidated seeded investment products	1.8		2.8		—		4.6		—		3.2		—		3.2
Volantis contingent consideration	—		—		10.8		10.8		—		—		7.3		7.3
Total assets	$	767.8	$	275.3	$	57.8	$	1,100.9	$	614.2	$	339.0	$	38.7	$	991.9

Liabilities:
Derivatives in consolidated seeded investment products	$	0.4	$	2.3	$	—	$	2.7	$	—	$	2.9	$	—	$	2.9
Financial liabilities in consolidated seeded investment products	12.6		—		—		12.6		2.0		—		—		2.0
Seed hedge derivatives	4.2		2.9		—		7.1		—		1.1		—		1.1
Current portion of long-term debt(1)	—		83.4		—		83.4		—		9.4		—		9.4
Long-term debt(1)	—		322.7		—		322.7		—		308.3		—		308.3
Deferred bonuses	—		—		53.5		53.5		—		—		64.3		64.3
Contingent consideration	—		—		76.6		76.6		—		—		57.3		57.3
Dai-ichi options	—		—		17.5		17.5		—		—		2.1		2.1
Total liabilities	$	17.2	$	411.3	$	147.6	$	576.1	$	2.0	$	321.7	$	123.7	$	447.4

Redeemable noncontrolling interests:
Consolidated seeded investment products	$	—	$	—	$	189.6	$	189.6	$	—	$	—	$	163.0	$	163.0
Intech	—		—		21.2		21.2		—		—		14.8		14.8
Total redeemable noncontrolling interests	$	—	$	—	$	210.8	$	210.8	$	—	$	—	$	177.8	$	177.8

As of June 30, 2018	Fair value		Valuation technique	Significant unobservable inputs	Range (weighted average)
Investment securities of consolidated VIEs	$	31.4	Discounted	Discount rate	14.0% - 15.0% (14.7)%
			cash flow	EBITDA multiple	11.6 - 19.3 (17.2)
				Price-earnings ratio	30.1 - 61.3 (38.6)

As of December 31, 2017	Fair value		Valuation technique	Significant unobservable inputs	Range (weighted average)
Investment securities of consolidated VIEs	$	37.3	Discounted	Discount rate	12.0% - 15.0% (14.3)%
			cash flow	EBITDA multiple	11.6 - 15.1 (14.3)
				Price-earnings ratio	22.6 - 61.3 (52.4)

	As of June 30, 2018
	Geneva		Perennial		Kapstream		VelocityShares
Maximum amount payable	$	70.0	$	44.3	$	36.0	$	8.0

Fair value included in:
Accounts payable and accrued liabilities	$	—	$	—	$	17.3	$	—
Non-current liabilities	20.2		7.7		12.1		—
Total fair value	$	20.2	$	7.7	$	29.4	$	—

	Three months ended September 30,																				Three months ended June 30,
	2017											2016									2018												2017
	Contingent consideration			Deferred bonuses		Dai-ichi options			Redeemable noncontrolling interests			Contingent consideration			Deferred bonuses			Redeemable noncontrolling interests			Contingent consideration			Deferred bonuses			Dai-ichi options			Redeemable noncontrolling interests			Contingent consideration		Deferred bonuses			Dai-ichi options		Redeemable noncontrolling interests
Beginning of period fair value	$	76.0		$	50.3	$	26.9		$	172.0		$	22.1		$	38.0		$	138.5		$	59.2		$	79.5		$	4.3		$	217.7		$	27.3	$	54.5		$	—	$	146.0
Balances acquired from the Merger																					—			—			—			—			45.4		—			25.7		42.9
Additions	—			—		—			—			(1.0		)	—			—			—			—			—			—			—		—			—		—
Changes in ownership	—			—		—			18.2			—			—			11.3			—			—			—			(32.6		)	—		—			—		0.3
Net movement in bonus deferrals	—			3.2		—			—			—			7.7			—			—			(15.2		)	—			—			—		(6.1		)	—		—
Fair value adjustments	(0.5		)	—		(10.3		)	0.9			—			—			—			(0.2		)	—			(1.9		)	(0.2		)	1.8		—			1.2		0.3
Unrealized gains (losses)	—			—		—			16.2			—			—			2.7			—			—			—			(6.5		)	—		—			—		(16.5		)
Amortization of Intech appreciation rights	—			—		—			1.1			—			—			—			—			—			—			0.3			—		—			—		0.4
Distributions	—			—		—			(0.2		)	—			—			—			—			—			—			(0.3		)	—		—			—		(0.1		)
Foreign currency translation	1.1			—		0.9			2.6			(0.5		)	(0.9		)	(7.2		)	(1.7		)	—			(0.3		)	(0.6		)	1.5		1.9			—		(1.3		)
End of period fair value	$	76.6		$	53.5	$	17.5		$	210.8		$	20.6		$	44.8		$	145.3		$	57.3		$	64.3		$	2.1		$	177.8		$	76.0	$	50.3		$	26.9	$	172.0

Year ended December 31,	Amount
2018 (remainder of year)	$	14.8
2019	29.5
2020	29.5
2021	26.7
2022	18.2
Thereafter	144.5
Total	$	263.2

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	value		value		value		value
4.875% Senior Notes due 2025	$	322.7	$	322.7	$	—	$	—
0.750% Convertible Senior Notes due 2018	83.3		83.4		—		—
Total debt	406.0		406.1		—		—
Less: Current portion of long-term debt	83.3		83.4		—		—
Total long-term debt	$	322.7	$	322.7	$	—	$	—

	Three months ended June 30,						Six months ended June 30,
	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Opening balance	$	202.9		$	146.0		$	174.9		$	158.0
Balance acquired from the Merger	—			23.2			—			23.2
Changes in market value	(6.7		)	(16.2		)	(5.6		)	(23.5		)
Changes in ownership	(32.6		)	0.3			(5.5		)	(5.1		)
Foreign currency translation	(0.6		)	(1.1		)	(0.8		)	(0.4		)
Closing balance	$	163.0		$	152.2		$	163.0		$	152.2

Dividend		Date	Dividends paid		Date
per share		declared	(in US$ millions)		paid
$	0.32	February 5, 2018	$	63.1	March 2, 2018
$	0.36	May 8, 2018	$	71.6	June 1, 2018

Percentage of assets under management outperforming benchmark (1)	1 year		3 years		5 years
Equities	61	%	73	%	82	%
Fixed Income	92	%	91	%	97	%
Quantitative Equities	85	%	61	%	87	%
Multi-Asset	95	%	87	%	90	%
Alternatives	91	%	100	%	100	%
Total Group	75	%	77	%	87	%

By capability	Closing AUM Dec. 31, 2016(1)		Sales		Redemptions(2)			Net sales (redemptions)			Markets		FX(3)		Acquisitions & disposals			Closing AUM Sept. 30, 2017		Closing AUM Dec. 31, 2017		Sales		Redemptions(1)			Net sales (redemptions)			Markets			FX(2)			Acquisitions & Disposals		Closing AUM June 30, 2018
Equities	$	63.6	$	21.8	$	(21.1	)	$	0.7		$	13.7	$	4.6	$	99.7		$	182.3	$	189.7	$	18.5	$	(21.1	)	$	(2.6	)	$	7.8		$	(1.6	)	$	—	$	193.3
Fixed Income	34.7		12.0		(10.7		)	1.3			1.2		3.6		38.6			79.4		80.1		10.2		(11.3		)	(1.1		)	(0.8		)	(1.7		)	—		76.5
Quantitative Equities	—		0.9		(2.9		)	(2.0		)	2.9		0.1		48.0			49.0		49.9		2.1		(2.6		)	(0.5		)	0.8			(0.1		)	—		50.1
Multi-Asset	8.9		1.8		(2.5		)	(0.7		)	1.2		0.8		20.0			30.2		31.6		3.1		(2.6		)	0.5			0.7			(0.2		)	—		32.6
Alternatives	17.5		5.4		(4.8		)	0.6			0.6		1.4		(0.5		)	19.6		19.5		2.9		(4.6		)	(1.7		)	0.2			(0.4		)	—		17.6
TOTAL	$	124.7	$	41.9	$	(42.0	)	$	(0.1	)	$	19.6	$	10.5	$	205.8		$	360.5	$	370.8	$	36.8	$	(42.2	)	$	(5.4	)	$	8.7		$	(4.0	)	$	—	$	370.1

By capability	Closing AUM June 30, 2017		Sales		Redemptions(2)			Net sales (redemptions)			Markets		FX(3)		Acquisitions & disposals		Closing AUM Sept. 30, 2017		Closing AUM March 31, 2018		Sales		Redemptions(1)			Net sales (redemptions)			Markets			FX(2)			Acquisitions & Disposals		Closing AUM June 30, 2018
Equities	$	173.4	$	9.6	$	(9.0	)	$	0.6		$	6.5	$	1.8	$	—	$	182.3	$	190.7	$	8.5	$	(9.6	)	$	(1.1	)	$	6.6		$	(2.9	)	$	—	$	193.3
Fixed Income	77.2		5.3		(4.9		)	0.4			0.4		1.4		—		79.4		80.0		5.0		(5.6		)	(0.6		)	(0.4		)	(2.5		)	—		76.5
Quantitative Equities	46.5		0.7		(1.2		)	(0.5		)	2.9		0.1		—		49.0		50.4		0.4		(1.2		)	(0.8		)	0.7			(0.2		)	—		50.1
Multi-Asset	29.4		0.9		(1.2		)	(0.3		)	0.8		0.3		—		30.2		31.8		1.8		(1.3		)	0.5			0.9			(0.6		)	—		32.6
Alternatives	18.4		1.8		(1.3		)	0.5			0.2		0.5		—		19.6		19.0		1.4		(2.1		)	(0.7		)	0.2			(0.9		)	—		17.6
TOTAL	$	344.9	$	18.3	$	(17.6	)	$	0.7		$	10.8	$	4.1	$	—	$	360.5	$	371.9	$	17.1	$	(19.8	)	$	(2.7	)	$	8.0		$	(7.1	)	$	—	$	370.1

By capability	Closing AUM Dec. 31, 2015(1)		Sales		Redemptions(2)			Net sales (redemptions)			Markets		FX(3)			Acquisitions & disposals		Closing AUM Sept. 30, 2016		Closing AUM Dec. 31, 2016(3)		Sales		Redemptions(1)			Net sales (redemptions)			Markets		FX(2)		Acquisitions & Disposals			Closing AUM June 30, 2017
Equities	$	68.6	$	11.1	$	(14.6	)	$	(3.5	)	$	1.7	$	(2.1	)	$	—	$	64.7	$	63.6	$	12.2	$	(12.2	)	$	—		$	7.2	$	2.9	$	99.7		$	173.4
Fixed Income	36.5		8.1		(7.3		)	0.8			3.5		(2.6		)	—		38.2		34.7		6.7		(5.8		)	0.9			0.8		2.2		38.6			77.2
Quantitative Equities																				—		0.2		(1.7		)	(1.5		)	0.1		—		48.0			46.6
Multi-Asset	10.4		0.4		(1.2		)	(0.8		)	1.0		(1.2		)	—		9.4		9.0		0.8		(1.3		)	(0.5		)	0.4		0.5		20.0			29.4
Alternatives	20.1		6.3		(6.4		)	(0.1		)	—		(1.2		)	—		18.8		17.4		3.7		(3.5		)	0.2			0.3		0.9		(0.5		)	18.3
TOTAL	$	135.6	$	25.9	$	(29.5	)	$	(3.6	)	$	6.2	$	(7.1	)	$	—	$	131.1	$	124.7	$	23.6	$	(24.5	)	$	(0.9	)	$	8.8	$	6.5	$	205.8		$	344.9

By capability	Closing AUM June 30, 2016(1)		Sales		Redemptions(2)			Net sales (redemptions)			Markets		FX(3)			Acquisitions & disposals		Closing AUM Sept. 30, 2016		Closing AUM March 31, 2017(3)		Sales		Redemptions(1)			Net sales (redemptions)			Markets		FX(2)		Acquisitions & Disposals			Closing AUM June 30, 2017
Equities	$	61.8	$	4.0	$	(4.6	)	$	(0.6	)	$	3.8	$	(0.3	)	$	—	$	64.7	$	66.2	$	8.3	$	(6.4	)	$	1.9		$	3.5	$	2.1	$	99.7		$	173.4
Fixed Income	36.8		2.6		(2.2		)	0.4			1.5		(0.5		)	—		38.2		36.4		3.6		(3.2		)	0.4			0.3		1.5		38.6			77.2
Quantitative Equities																				—		0.2		(1.6		)	(1.4		)	—		—		48.0			46.6
Multi-Asset	9.3		0.1		(0.4		)	(0.3		)	0.6		(0.2		)	—		9.4		9.1		0.7		(1.0		)	(0.3		)	0.2		0.4		20.0			29.4
Alternatives	19.1		1.2		(1.5		)	(0.3		)	0.2		(0.2		)	—		18.8		17.2		2.3		(1.5		)	0.8			0.1		0.7		(0.5		)	18.3
TOTAL	$	127.0	$	7.9	$	(8.7	)	$	(0.8	)	$	6.1	$	(1.2	)	$	—	$	131.1	$	128.9	$	15.1	$	(13.7	)	$	1.4		$	4.1	$	4.7	$	205.8		$	344.9

By client type	Closing AUM September 30, 2017		Closing AUM June 30, 2018
Intermediary	$	156.7	$	162.6
Institutional	143.3		144.3
Self-Directed	60.5		63.2
Total	$	360.5	$	370.1

By client location	Closing AUM September 30, 2017		Closing AUM June 30, 2018
Americas	$	186.6
EMEA	116.8
North America			$	194.2
EMEA and Latin America			116.6
Asia-Pacific	57.1		59.3
Total	$	360.5	$	370.1

	Three months ended September 30, 2017			Three months ended June 30, 2018
Reconciliation of revenue to adjusted revenue
Revenue	$	537.4		$	592.4
Distribution expenses(1)	(82.8		)	(114.7		)
Adjusted revenue	$	454.6		$	477.7

Reconciliation of operating income to adjusted operating income
Operating income	$	138.2		$	175.3
Employee compensation and benefits(2)	15.3			6.0
Long-term incentive plans(2)	2.8			0.7
Investment administration(2)				0.7
Marketing(2)	0.7			(0.2		)
General, administrative and occupancy(2)	4.4			1.5
Depreciation and amortization(3)	7.0			7.4
Adjusted operating income	$	168.4		$	191.4

Operating margin(4)	25.7		%	29.6		%
Adjusted operating margin(5)	37.0		%	40.1		%

Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG
Net income attributable to JHG	$	99.5		$	140.6
Employee compensation and benefits(2)	15.3			6.0
Long-term incentive plans(2)	2.8			0.7
Investment administration(2)				0.7
Marketing(2)	0.7			(0.2		)
General, administrative and occupancy(2)	4.4			1.5
Depreciation and amortization(3)	7.0			7.4
Interest expense(6)	1.3			0.7
Other non-operating income (expenses), net(6)	(12.7		)	(4.0		)
Income tax provision(7)	(4.1		)	(3.5		)
Adjusted net income attributable to JHG	114.2			149.9
Less: allocation of earnings to participating stock-based awards	(3.2		)	(4.1		)
Adjusted net income attributable to JHG common shareholders	$	111.0		$	145.8

Weighted-average common shares outstanding - diluted (two class)	198.2			196.6
Diluted earnings per share (two class)(8)	$	0.49		$	0.70
Adjusted diluted earnings per share (two class)(9)	$	0.56		$	0.74

(1)		Distribution expenses are paid to financial intermediaries for the distribution of JHG’s investment products. JHG management believes that the deduction of third-party distribution, service and advisory expenses from revenue in the computation of net revenue reflects the nature of these expenses as revenue-sharing activities, as these costs are passed through to external parties that perform functions on behalf of, and distribute, the Group’s managed AUM.

(2)		Adjustments primarily represent integration costs in relation to the Merger. The costs represent severance costs, legal costs and consulting fees. JHG management believes these costs do not represent the ongoing operations of the Group.

(3)		Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. JHG management believes these non-cash and acquisition-related costs do not represent the ongoing operations of the Group.

(4)		Operating margin is operating income divided by revenue.

(5)		Adjusted operating margin is adjusted operating income divided by adjusted revenue.

(6)		Adjustments primarily represent fair value movements on options issued to Dai-ichi and deferred consideration costs associated with acquisitions prior to the Merger. JHG management believes these costs do not represent the ongoing operations of the Group.

(7)		The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible.

(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.

	Three months ended June 30, 2018		Pro forma three months ended June 30, 2017
Adjusted revenue	$	477.7	$	482.2
Adjusted operating expense	$	286.3	$	282.7

	Three months ended September 30, 2017		Pro forma three months ended September 30, 2016
Adjusted revenue	$	454.6	$	419.2
Adjusted operating expense	$	286.2	$	273.4