UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March 31,~~September 30, 2022

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

for the transition period from to

Commission File Number 001-38103

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands
(State or other jurisdiction of
incorporation or organization)

98-1376360
(I.R.S. Employer
Identification No.)

201 Bishopsgate

London, United Kingdom
(Address of principal executive offices)

EC2M3AE
(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value	JHG	New York Stock Exchange

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 ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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 ⌧ Accelerated Filer ◻ Non-Accelerated Filer ◻ Smaller Reporting Company ☐ Emerging Growth Company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of ~~May 2,~~October 24, 2022, there were ~~167,787,514~~165,657,905 shares of the Company’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)

(U.S. Dollars in Millions, Except Share Data)


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	800.8	$	1,107.3	$	1,022.9	$	1,107.3
Investment securities		419.3		451.4		284.1		451.4
Fees and other receivables		322.6		351.6		220.5		351.6
OEIC and unit trust receivables		256.3		84.4		233.9		84.4
Assets of consolidated VIEs:
Cash and cash equivalents		12.6		11.3		12.8		11.3
Investment securities		244.5		250.9		224.4		250.9
Other current assets		2.5		2.1		2.5		2.1
Other current assets		147.3		150.2		113.9		150.2
Total current assets		2,205.9		2,409.2		2,115.0		2,409.2
Non-current assets:
Property, equipment and software, net		54.6		63.3		49.0		63.3
Intangible assets, net		2,488.9		2,542.7		2,425.5		2,542.7
Goodwill		1,316.8		1,374.3		1,206.0		1,341.5
Retirement benefit asset, net		160.5		165.1		135.8		165.1
Other non-current assets		196.6		172.9		192.8		180.6
Total assets	$	6,423.3	$	6,727.5	$	6,124.1	$	6,702.4

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	253.4	$	271.6	$	214.5	$	270.8
Current portion of accrued compensation, benefits and staff costs		174.7		420.0		230.2		420.0
OEIC and unit trust payables		263.5		92.2		239.8		92.2
Liabilities of consolidated VIEs:
Accounts payable and accrued liabilities		2.5		2.6		5.1		2.6
Total current liabilities		694.1		786.4		689.6		785.6

Non-current liabilities:
Accrued compensation, benefits and staff costs		22.0		45.7		36.8		45.7
Long-term debt		309.7		310.4		308.2		310.4
Deferred tax liabilities, net		617.0		619.2		597.5		619.2
Retirement benefit obligations, net		4.6		4.8		3.8		4.8
Other non-current liabilities		121.3		134.4		89.3		134.4
Total liabilities		1,768.7		1,900.9		1,725.2		1,900.1

Commitments and contingencies (See Note 15)

REDEEMABLE NONCONTROLLING INTERESTS		150.7		163.4		153.1		163.4

EQUITY
Common stock, $1.50 par value; 480,000,000 shares authorized, and 167,787,514 and 169,046,154 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively		251.7		253.6
Common stock, $1.50 par value; 480,000,000 shares authorized, and 165,657,905 and 169,046,154 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively						248.5		253.6
Additional paid-in-capital		3,684.9		3,771.8		3,684.8		3,771.8
Treasury shares, 830,071 and 1,133,934 shares held at March 31, 2022, and December 31, 2021, respectively		(40.3)		(55.1)
Treasury shares, 69,806 and 1,133,934 shares held at September 30, 2022, and December 31, 2021, respectively						(3.4)		(55.1)
Accumulated other comprehensive loss, net of tax		(443.2)		(396.1)		(747.5)		(387.0)
Retained earnings		1,048.0		1,073.6		1,060.6		1,040.2
Total shareholders’ equity		4,501.1		4,647.8		4,243.0		4,623.5
Nonredeemable noncontrolling interests		2.8		15.4		2.8		15.4
Total equity		4,503.9		4,663.2		4,245.8		4,638.9
Total liabilities, redeemable noncontrolling interests and equity	$	6,423.3	$	6,727.5	$	6,124.1	$	6,702.4

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

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. Dollars in Millions, Except per Share Data)

Three months ended

March 31,

2022

2021
Revenue:

Management fees

$
514.0

$
514.9
Performance fees

(8.4)

17.0
Shareowner servicing fees

62.4

60.8
Other revenue

52.0

51.3
Total revenue

620.0

644.0
Operating expenses:

Employee compensation and benefits

164.6

174.6
Long-term incentive plans

51.4

53.5
Distribution expenses

141.8

127.4
Investment administration

14.8

12.6
Marketing

7.4

6.2
General, administrative and occupancy

73.1

63.0
Impairment of goodwill and intangible assets

32.8

3.6
Depreciation and amortization

9.5

10.6
Total operating expenses

495.4

451.5
Operating income

124.6

192.5
Interest expense

(3.2)

(3.2)
Investment gains (losses), net

(32.2)

1.6
Other non-operating expenses, net

(7.8)

(0.1)
Income before taxes

81.4

190.8
Income tax provision

(22.8)

(43.1)
Net income

58.6

147.7
Net loss attributable to noncontrolling interests

20.1

7.8
Net income attributable to JHG

$
78.7

$
155.5

Earnings per share attributable to JHG common shareholders:

Basic

$
0.47

$
0.88
Diluted

$
0.47

$
0.88
Other comprehensive income (loss), net of tax:

Foreign currency translation gains (losses)

$
(47.0)

$
3.3
Actuarial gains

0.1

0.1
Other comprehensive income (loss), net of tax

(46.9)

3.4
Other comprehensive income attributable to noncontrolling interests

(0.2)

(0.8)
Other comprehensive income (loss) attributable to JHG

$
(47.1)

$
2.6
Total comprehensive income

$
11.7

$
151.1
Total comprehensive loss attributable to noncontrolling interests

19.9

7.0
Total comprehensive income attributable to JHG

$
31.6

$
158.1


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue:
Management fees	$	426.2	$	564.5	$	1,393.8	$	1,623.5
Performance fees		(13.2)		0.6		(25.0)		95.0
Shareowner servicing fees		54.0		67.6		172.7		192.4
Other revenue		45.9		54.7		146.9		158.9
Total revenue		512.9		687.4		1,688.4		2,069.8
Operating expenses:
Employee compensation and benefits		142.5		166.2		452.1		533.2
Long-term incentive plans		41.1		35.0		133.2		138.3
Distribution expenses		118.7		142.1		388.3		406.8
Investment administration		12.5		13.0		37.6		38.7
Marketing		5.6		7.5		20.8		20.4
General, administrative and occupancy		64.7		65.5		210.1		194.2
Impairment of goodwill and intangible assets		-		-		-		44.4
Depreciation and amortization		7.1		9.8		24.3		30.5
Total operating expenses		392.2		439.1		1,266.4		1,406.5
Operating income		120.7		248.3		422.0		663.3
Interest expense		(3.1)		(3.2)		(9.5)		(9.6)
Investment gains (losses), net		11.0		4.7		(130.6)		8.1
Other non-operating income, net		13.9		3.6		6.7		0.8
Income before taxes		142.5		253.4		288.6		662.6
Income tax provision		(27.9)		(53.3)		(95.3)		(175.7)
Net income		114.6		200.1		193.3		486.9
Net loss (income) attributable to noncontrolling interests		(7.0)		(3.3)		114.1		0.6
Net income attributable to JHG	$	107.6	$	196.8	$	307.4	$	487.5

Earnings per share attributable to JHG common shareholders:
Basic	$	0.65	$	1.15	$	1.84	$	2.81
Diluted	$	0.65	$	1.14	$	1.84	$	2.80
Other comprehensive income (loss), net of tax:
Foreign currency translation losses	$	(139.2)	$	(59.6)	$	(364.0)	$	(53.1)
Actuarial gains		0.1		0.1		0.3		0.4
Other comprehensive loss, net of tax		(139.1)		(59.5)		(363.7)		(52.7)
Other comprehensive loss (income) attributable to noncontrolling interests		(20.2)		0.8		3.2		(0.2)
Other comprehensive loss attributable to JHG	$	(159.3)	$	(58.7)	$	(360.5)	$	(52.9)
Total comprehensive income (loss)	$	(24.5)	$	140.6	$	(170.4)	$	434.2
Total comprehensive loss (income) attributable to noncontrolling interests		(27.2)		(2.5)		117.3		0.4
Total comprehensive income (loss) attributable to JHG	$	(51.7)	$	138.1	$	(53.1)	$	434.6

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

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. Dollars in Millions)


	Nine months ended
	September 30,
	2022		2021
CASH FLOWS PROVIDED BY (USED FOR):
Operating activities:
Net income	$	193.3	$	486.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		24.3		30.5
Impairment of goodwill and intangible assets		-		44.4
Deferred income taxes		9.2		24.2
Stock-based compensation plan expense		68.0		50.7
Loss on sale of Intech		9.1		-
Investment losses (gains), net		130.6		(8.1)
Contributions to pension plans in excess of costs recognized		0.3		(1.0)
Other, net		(8.3)		(7.4)
Changes in operating assets and liabilities:
OEIC and unit trust receivables and payables		(1.8)		2.1
Other assets		114.7		(14.4)
Other accruals and liabilities		(212.1)		6.3
Net operating activities		327.3		614.2
Investing activities:
Sales (purchases) of:
Investment securities, net		34.8		(196.5)
Property, equipment and software		(10.3)		(5.9)
Investment securities by consolidated seeded investment products, net		21.7		(58.0)
Cash received (paid) on settled seed capital hedges, net		62.6		(12.6)
Dividends received from equity-method investments		0.5		1.1
JHG long-term note with Intech		(13.2)		-
Proceeds from sale of Intech		14.9		-
Receipt of contingent consideration payments from sale of subsidiaries		-		6.1
Net investing activities		111.0		(265.8)
Financing activities:
Proceeds from stock-based compensation plans		3.3		10.9
Purchase of common stock for stock-based compensation plans		(106.7)		(72.1)
Purchase of common stock from Dai-ichi Life and share buyback program		(98.9)		(305.2)
Dividends paid to shareholders		(194.5)		(191.5)
Distributions to noncontrolling interests		(1.0)		(0.4)
Third-party sales (purchases) in consolidated seeded investment products, net		(16.2)		61.2
Principal payments under capital lease obligations		(1.2)		(0.3)
Net financing activities		(415.2)		(497.4)
Cash and cash equivalents:
Effect of foreign exchange rate changes		(106.0)		(14.5)
Net change		(82.9)		(163.5)
At beginning of period		1,118.6		1,108.1
At end of period	$	1,035.7	$	944.6
Supplemental cash flow information:
Cash paid for interest	$	14.6	$	14.6
Cash paid for income taxes, net of refunds	$	122.1	$	169.2
Reconciliation of cash and cash equivalents:
Cash and cash equivalents	$	1,022.9	$	933.1
Cash and cash equivalents held in consolidated VIEs		12.8		11.5
Total cash and cash equivalents	$	1,035.7	$	944.6

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)

Three months ended

March 31,

2022

2021
CASH FLOWS PROVIDED BY (USED FOR):

Operating activities:

Net income

$
58.6

$
147.7
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

9.5

10.6
Impairment of goodwill and intangible assets

32.8

3.6
Deferred income taxes

0.2

0.4
Stock-based compensation plan expense

22.6

17.6
Loss on sale of Intech

9.1

-
Investment gains (losses), net

32.2

(1.6)
Contributions to pension plans in excess of costs recognized

(0.1)

-
Other, net

11.3

(2.4)
Changes in operating assets and liabilities:

OEIC and unit trust receivables and payables

(0.6)

(0.3)
Other assets

(1.1)

4.1
Other accruals and liabilities

(232.0)

(153.9)
Net operating activities

(57.5)

25.8
Investing activities:

Sales (purchases) of:

Investment securities, net

(34.2)

51.4
Property, equipment and software

(2.9)

(1.6)
Investment securities by consolidated seeded investment products, net

13.0

(28.1)
Cash received (paid) on settled seed capital hedges, net

11.7

(1.8)
Dividends received from equity-method investments

0.5

1.1
JHG long-term note with Intech

(10.0)

-
Proceeds from sale of Intech

5.0

-
Receipt of contingent consideration payments from sale of subsidiaries

-

2.4
Net investing activities

(16.9)

23.4
Financing activities:

Proceeds from stock-based compensation plans

0.5

0.8
Purchase of common stock for stock-based compensation plans

(94.5)

(61.5)
Purchase of common stock from Dai-ichi Life and share buyback program

(43.3)

(230.2)
Dividends paid to shareholders

(64.3)

(61.7)
Distributions to noncontrolling interests

(1.3)

(0.1)
Third-party sales (purchases) in consolidated seeded investment products, net

(11.7)

30.2
Principal payments under capital lease obligations

(0.2)

-
Net financing activities

(214.8)

(322.5)
Cash and cash equivalents:

Effect of foreign exchange rate changes

(16.0)

1.8
Net change

(305.2)

(271.5)
At beginning of period

1,118.6

1,108.1
At end of period

$
813.4

$
836.6
Supplemental cash flow information:

Cash paid for interest

$
7.3

$
7.3
Cash paid for income taxes, net of refunds

$
18.4

$
9.1
Reconciliation of cash and cash equivalents:

Cash and cash equivalents

$
800.8

$
826.1
Cash and cash equivalents held in consolidated VIEs

12.6

10.5
Total cash and cash equivalents

$
813.4

$
836.6


									Accumulated
					Additional				other				Nonredeemable
	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended September 30, 2022	shares		stock		capital		shares		loss		earnings		interests		equity
Balance at July 1, 2022	165.7	$	248.5	$	3,673.6	$	(5.9)	$	(588.2)	$	1,017.8	$	2.8	$	4,348.6
Net income	—		—		—		—		—		107.6		—		107.6
Other comprehensive loss	—		—		—		—		(159.3)		—		—		(159.3)
Dividends paid to shareholders ($0.39 per share)	—		—		0.1		—		—		(64.8)		—		(64.7)
Purchase of common stock for stock-based compensation plans	—		—		(9.4)		(0.3)		—		—		—		(9.7)
Vesting of stock-based compensation plans	—		—		(2.8)		2.8		—		—		—		—
Stock-based compensation plan expense	—		—		22.2		—		—		—		—		22.2
Proceeds from stock-based compensation plans	—		—		1.1		—		—		—		—		1.1
Balance at September 30, 2022	165.7	$	248.5	$	3,684.8	$	(3.4)	$	(747.5)	$	1,060.6	$	2.8	$	4,245.8


									Accumulated
					Additional				other				Nonredeemable
	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended September 30, 2021	shares		stock		capital		shares		loss		earnings		interests		equity
Balance at July 1, 2021	172.3	$	258.5	$	3,743.6	$	(67.6)	$	(309.1)	$	976.3	$	15.6	$	4,617.3
Net income	—		—		—		—		—		196.8		0.1		196.9
Other comprehensive loss	—		—		—		—		(58.7)		—		—		(58.7)
Dividends paid to shareholders ($0.38 per share)	—		—		—		—		—		(64.8)		—		(64.8)
Purchase of common stock for share buyback program	(1.7)		(2.6)		—		—		—		(72.4)		—		(75.0)
Distributions to noncontrolling interests	—		—		—		—		—		—		(0.1)		(0.1)
Fair value adjustments to redeemable noncontrolling interests	—		—		—		—		—		1.0		—		1.0
Purchase of common stock for stock-based compensation plans	—		—		0.5		(0.6)		—		—		—		(0.1)
Vesting of stock-based compensation plans	—		—		(10.1)		10.1		—		—		—		—
Stock-based compensation plan expense	—		—		16.0		—		—		—		—		16.0
Proceeds from stock-based compensation plans	—		—		5.4		—		—		—		—		5.4
Balance at September 30, 2021	170.6	$	255.9	$	3,755.4	$	(58.1)	$	(367.8)	$	1,036.9	$	15.6	$	4,637.9

Theaccompanying 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 of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended March 31, 2022	shares		stock		capital		shares		loss		earnings		interests		equity
Nine months ended September 30, 2022																shares		stock		capital		shares		loss		earnings		interests		equity
Balance at January 1, 2022	169.0	$	253.6	$	3,771.8	$	(55.1)	$	(396.1)	$	1,073.6	$	15.4	$	4,663.2	169.0	$	253.6	$	3,771.8	$	(55.1)	$	(387.0)	$	1,040.2	$	15.4	$	4,638.9
Net income	—		—		—		—		—		78.7		—		78.7	—		—		—		—		—		307.4		—		307.4
Other comprehensive loss	—		—		—		—		(47.1)		—		—		(47.1)	—		—		—		—		(360.5)		—		—		(360.5)
Dividends paid to shareholders ($0.38 per share)	—		—		—		—		—		(64.3)		—		(64.3)
Dividends paid to shareholders ($1.16 per share)																—		—		0.1		—		—		(194.6)		—		(194.5)
Purchase of common stock from share buyback program	(1.2)		(1.9)		—		—		—		(41.4)		—		(43.3)	(3.3)		(5.1)		—		—		—		(93.8)		—		(98.9)
Distributions to noncontrolling interests	—		—		—		—		—		—		(1.0)		(1.0)	—		—		—		—		—		—		(1.0)		(1.0)
Sale of Intech	—		—		—		—		—		—		(11.6)		(11.6)	—		—		—		—		—		—		(11.6)		(11.6)
Fair value adjustments to redeemable noncontrolling interests	—		—		—		—		—		1.4		—		1.4	—		—		—		—		—		1.4		—		1.4
Purchase of common stock for stock-based compensation plans	—		—		(94.1)		(0.4)		—		—		—		(94.5)	—		—		(105.8)		(0.9)		—		—		—		(106.7)
Vesting of stock-based compensation plans	—		—		(15.2)		15.2		—		—		—		—	—		—		(52.6)		52.6		—		—		—		—
Stock-based compensation plan expense	—		—		21.9		—		—		—		—		21.9	—		—		68.0		—		—		—		—		68.0
Proceeds from stock-based compensation plans	—		—		0.5		—		—		—		—		0.5	—		—		3.3		—		—		—		—		3.3
Balance at March 31, 2022	167.8	$	251.7	$	3,684.9	$	(40.3)	$	(443.2)	$	1,048.0	$	2.8	$	4,503.9
Balance at September 30, 2022																165.7	$	248.5	$	3,684.8	$	(3.4)	$	(747.5)	$	1,060.6	$	2.8	$	4,245.8

									Accumulated															Accumulated
					Additional				other				Nonredeemable							Additional				other				Nonredeemable
	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended March 31, 2021	shares		stock		capital		shares		loss		earnings		interests		equity
Nine months ended September 30, 2021																shares		stock		capital		shares		loss		earnings		interests		equity
Balance at January 1, 2021	180.4	$	270.6	$	3,815.0	$	(107.3)	$	(324.0)	$	1,062.1	$	17.4	$	4,733.8	180.4	$	270.6	$	3,815.0	$	(107.3)	$	(314.9)	$	1,030.8	$	17.4	$	4,711.6
Net income	—		—		—		—		—		155.5		(1.5)		154.0	—		—		—		—		—		487.5		(1.4)		486.1
Other comprehensive income	—		—		—		—		2.6		—		—		2.6
Dividends paid to shareholders ($0.36 per share)	—		—		—		—		—		(61.7)		—		(61.7)
Other comprehensive loss																—		—		—		—		(52.9)		—		—		(52.9)
Dividends paid to shareholders ($1.12 per share)																—		—		0.1		—		—		(191.6)		—		(191.5)
Purchase of common stock from Dai-ichi Life and share buyback program	(8.1)		(12.1)		—		—		—		(218.1)		—		(230.2)	(9.8)		(14.7)		—		—		—		(290.5)		—		(305.2)
Distributions to noncontrolling interests	—		—		—		—		—		—		(0.1)		(0.1)	—		—		—		—		—		—		(0.4)		(0.4)
Fair value adjustments to redeemable noncontrolling interests	—		—		—		—		—		(0.1)		—		(0.1)	—		—		—		—		—		0.7		—		0.7
Purchase of common stock for stock-based compensation plans	—		—		(61.2)		(0.3)		—		—		—		(61.5)	—		—		(70.9)		(1.2)		—		—		—		(72.1)
Vesting of stock-based compensation plans	—		—		(3.2)		3.2		—		—		—		—	—		—		(50.4)		50.4		—		—		—		—
Stock-based compensation plan expense	—		—		17.6		—		—		—		—		17.6	—		—		50.7		—		—		—		—		50.7
Proceeds from stock-based compensation plans	—		—		0.8		—		—		—		—		0.8	—		—		10.9		—		—		—		—		10.9
Balance at March 31, 2021	172.3	$	258.5	$	3,769.0	$	(104.4)	$	(321.4)	$	937.7	$	15.8	$	4,555.2
Balance at September 30, 2021																170.6	$	255.9	$	3,755.4	$	(58.1)	$	(367.8)	$	1,036.9	$	15.6	$	4,637.9

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,” “the Company,” “we,” “us,” “our” and similar terms), the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to fairly state our financial position, results of operations and cash flows 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 annual financial statements prepared in accordance with GAAP are not required for interim reporting purposes and 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 presented in our Annual Report on Form 10-K for the year ended December 31, 2021. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date.

Revision of Previously Issued Financial Statements

We identified errors in our previously issued 2021 and 2020 financial statements and interim 2022 financial statements. We determined that the errors, individually and in the aggregate, did not result in a material misstatement to our previously issued consolidated financial statements, however, correcting the errors in the 2022 financial statements would create a material error in the 2022 financial statements and therefore, we have corrected these errors by revising the prior period amounts included in certain Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Equity, and related footnote disclosures.

In the first quarter 2020 we recognized a $123.5 million goodwill impairment expense. Subsequent to the first quarter 2020, we identified a $32.8 million accounting error in which we did not consider the incremental impairment charge related to the tax-deductible goodwill. We corrected this error in the first quarter 2022 as an out-of-period adjustment. In conjunction with the preparation of the third quarter 2022 financial statements, certain additional unrelated immaterial errors were identified related to prior periods.

The following tables present line items for prior period financial statements that have been affected by the revision. For these line items, the tables detail the amounts as previously reported, the impact upon those line items due to the revisions, and the amounts as currently revised within the financial statements. The impact of the revisions on the Consolidated Balance Sheets as of March 31, 2022 and June 30, 2022 was immaterial. Also, the revisions did not impact net operating activities, investing activities, and financing activities on our Consolidated Statements of Cash Flows for any impacted period.

The impact of the error on the Consolidated Balance Sheets as of December 31, 2021 is as follows:


	December 31, 2021
	As Previously Reported		Impact of Revisions		As Revised
ASSETS
Goodwill		1,374.3		(32.8)		1,341.5
Other non-current assets		172.9		7.7		180.6
Total assets	$	6,727.5	$	(25.1)	$	6,702.4

LIABILITIES
Accounts payable and accrued liabilities		271.6		(0.8)		270.8
Total current liabilities		786.4		(0.8)		785.6

Total liabilities	$	1,900.9	$	(0.8)	$	1,900.1

EQUITY
Accumulated other comprehensive loss, net of tax		(396.1)		9.1		(387.0)
Retained earnings		1,073.6		(33.4)		1,040.2
Total shareholders’ equity		4,647.8		(24.3)		4,623.5
Total equity	$	4,663.2	$	(24.3)	$	4,638.9
Total liabilities, redeemable noncontrolling interests and equity	$	6,727.5	$	(25.1)	$	6,702.4

The impact of the error on the Consolidated Balance Sheets as of December 31, 2020 is as follows:


	December 31, 2020
	As Previously Reported		Impact of Revisions		As Revised
ASSETS
Goodwill		1,383.9		(32.8)		1,351.1
Other non-current assets		157.7		7.3		165.0
Total assets	$	6,690.8	$	(25.5)	$	6,665.3

LIABILITIES
Accounts payable and accrued liabilities		232.1		(3.3)		228.8
Total current liabilities		727.8		(3.3)		724.5

Total liabilities	$	1,871.2	$	(3.3)	$	1,867.9

EQUITY
Accumulated other comprehensive loss, net of tax		(324.0)		9.1		(314.9)
Retained earnings		1,062.1		(31.3)		1,030.8
Total shareholders’ equity		4,716.4		(22.2)		4,694.2
Total equity	$	4,733.8	$	(22.2)	$	4,711.6
Total liabilities, redeemable noncontrolling interests and equity	$	6,690.8	$	(25.5)	$	6,665.3

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2022 is as follows:


	Six Months Ended June 30, 2022
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Impairment of goodwill and intangible assets	$	32.8	$	(32.8)	$	-
Total operating expenses		907.0		(32.8)		874.2
Operating income (loss)		268.5		32.8		301.3
Other non-operating income (expenses), net		(9.5)		2.3		(7.2)
Income (loss) before taxes		111.0		35.1		146.1
Income tax benefit (provision)		(59.5)		(7.9)		(67.4)
Net income (loss)		51.5		27.2		78.7
Net income (loss) attributable to JHG	$	172.6	$	27.2	$	199.8

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	1.03	$	0.16	$	1.19
Diluted	$	1.03	$	0.16	$	1.19
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)		(222.5)		(2.3)		(224.8)
Other comprehensive income (loss), net of tax		(222.3)		(2.3)		(224.6)
Other comprehensive income (loss) attributable to JHG	$	(198.9)	$	(2.3)	$	(201.2)
Total comprehensive income (loss)	$	(170.8)	$	24.9	$	(145.9)
Total comprehensive income (loss) attributable to JHG	$	(26.3)	$	24.9	$	(1.4)

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2022 is as follows:


	Three Months Ended June 30, 2022
	As Previously Reported		Impact of Revisions		As Revised
Other non-operating income (expenses), net	$	(1.7)	$	2.3	$	0.6
Income (loss) before taxes		29.6		2.3		31.9
Net income (loss)		(7.1)		2.3		(4.8)
Net income (loss) attributable to JHG	$	93.9	$	2.3	$	96.2

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	0.56	$	0.02	$	0.58
Diluted	$	0.56	$	0.01	$	0.57
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)		(175.5)		(2.3)		(177.8)
Other comprehensive income (loss), net of tax		(175.4)		(2.3)		(177.7)
Other comprehensive income (loss) attributable to JHG	$	(151.8)	$	(2.3)	$	(154.1)

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 is as follows:


	Three Months Ended March 31, 2022
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Impairment of goodwill and intangible assets	$	32.8	$	(32.8)	$	-
Total operating expenses		495.4		(32.8)		462.6
Operating income (loss)		124.6		32.8		157.4
Income (loss) before taxes		81.4		32.8		114.2
Income tax benefit (provision)		(22.8)		(7.9)		(30.7)
Net income (loss)		58.6		24.9		83.5
Net income (loss) attributable to JHG	$	78.7	$	24.9	$	103.6

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	0.47	$	0.15	$	0.62
Diluted	$	0.47	$	0.14	$	0.61
Other comprehensive income (loss), net of tax:
Total comprehensive income (loss)	$	11.7	$	24.9	$	36.6
Total comprehensive income (loss) attributable to JHG	$	31.6	$	24.9	$	56.5

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the year ended December 31, 2021 is as follows:


	Year Ended December 31, 2021
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Distribution expenses	$	551.6	$	2.5	$	554.1
Total operating expenses		1,943.6		2.5		1,946.1
Operating income (loss)		823.4		(2.5)		820.9
Income (loss) before taxes		820.2		(2.5)		817.7
Income tax benefit (provision)		(205.7)		0.4		(205.3)
Net income (loss)		614.5		(2.1)		612.4
Net income (loss) attributable to JHG	$	622.1	$	(2.1)	$	620.0

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	3.60	$	(0.01)	$	3.59
Diluted	$	3.59	$	(0.01)	$	3.58
Other comprehensive income (loss), net of tax:
Total comprehensive income (loss)	$	542.0	$	(2.1)	$	539.9
Total comprehensive income (loss) attributable to JHG	$	550.0	$	(2.1)	$	547.9

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2021 is as follows:


	Nine Months Ended September 30, 2021
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Distribution expenses	$	404.3	$	2.5	$	406.8
Total operating expenses		1,404.0		2.5		1,406.5
Operating income (loss)		665.8		(2.5)		663.3
Income (loss) before taxes		665.1		(2.5)		662.6
Income tax benefit (provision)		(176.1)		0.4		(175.7)
Net income (loss)		489.0		(2.1)		486.9
Net income (loss) attributable to JHG	$	489.6	$	(2.1)	$	487.5

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	2.82	$	(0.01)	$	2.81
Diluted	$	2.81	$	(0.01)	$	2.80
Other comprehensive income (loss), net of tax:
Total comprehensive income (loss)	$	436.3	$	(2.1)	$	434.2
Total comprehensive income (loss) attributable to JHG	$	436.7	$	(2.1)	$	434.6

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2021 is as follows:


	Six Months Ended June 30, 2021
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Distribution expenses	$	262.2	$	2.5	$	264.7
Total operating expenses		964.9		2.5		967.4
Operating income (loss)		417.5		(2.5)		415.0
Income (loss) before taxes		411.7		(2.5)		409.2
Income tax benefit (provision)		(122.8)		0.4		(122.4)
Net income (loss)		288.9		(2.1)		286.8
Net income (loss) attributable to JHG	$	292.8	$	(2.1)	$	290.7

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	1.68	$	(0.02)	$	1.66
Diluted	$	1.67	$	(0.01)	$	1.66
Other comprehensive income (loss), net of tax:
Total comprehensive income (loss)	$	295.7	$	(2.1)	$	293.6
Total comprehensive income (loss) attributable to JHG	$	298.6	$	(2.1)	$	296.5

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 is as follows:


	Three Months Ended March 31, 2021
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Distribution expenses	$	127.4	$	2.5	$	129.9
Total operating expenses		451.5		2.5		454.0
Operating income (loss)		192.5		(2.5)		190.0
Income (loss) before taxes		190.8		(2.5)		188.3
Income tax benefit (provision)		(43.1)		0.4		(42.7)
Net income (loss)		147.7		(2.1)		145.6
Net income (loss) attributable to JHG	$	155.5	$	(2.1)	$	153.4

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	0.88	$	(0.01)	$	0.87
Diluted	$	0.88	$	(0.01)	$	0.87
Other comprehensive income (loss), net of tax:
Total comprehensive income (loss)	$	151.1	$	(2.1)	$	149.0
Total comprehensive income (loss) attributable to JHG	$	158.1	$	(2.1)	$	156.0

The impact of the error on the Condensed Consolidated Statements of Comprehensive Income for the year ended December 31, 2020 is as follows:


	Year Ended December 31, 2020
	As Previously Reported		Impact of Revisions		As Revised
Operating expenses:
Distribution expenses	$	464.4	$	(3.3)	$	461.1
Impairment of goodwill and intangible assets		513.7		32.8		546.5
Total operating expenses		2,140.8		29.5		2,170.3
Operating income (loss)		157.8		(29.5)		128.3
Other non-operating income (expenses), net		39.7		(9.1)		30.6
Income (loss) before taxes		242.1		(38.6)		203.5
Income tax benefit (provision)		(59.5)		7.3		(52.2)
Net income (loss)		182.6		(31.3)		151.3
Net income (loss) attributable to JHG	$	161.6	$	(31.3)	$	130.3

Earnings (loss) per share attributable to JHG common shareholders:
Basic	$	0.87	$	(0.17)	$	0.70
Diluted	$	0.87	$	(0.17)	$	0.70
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)		71.8		9.1		80.9
Other comprehensive income (loss), net of tax		42.3		9.1		51.4
Other comprehensive income (loss) attributable to JHG	$	43.1	$	9.1	$	52.2
Total comprehensive income (loss)	$	224.9	$	(22.2)	$	202.7
Total comprehensive income (loss) attributable to JHG	$	204.7	$	(22.2)	$	182.5

Note 2 — Dispositions

On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary, Intech Investment Management LLC (“Intech”), to a consortium composed of Intech management and certain Intech non-executive directors (“Management Buyout”). The Management Buyout is expected to enable both organizations to refocus on their key value propositions: Janus Henderson on providing active, fundamental investing, and Intech on delivering quantitative investment solutions for institutional investors.

On March 31, 2022, the Management Buyout closed and we recognized a $9.1 million loss on disposal of Intech. The loss is recognized in other non-operating ~~expenses,~~income, net on our Condensed Consolidated Statements of Comprehensive Income. Consideration received as part of the Management Buyout included cash proceeds of $14.9 ~~million ($9.9 million will be collected in the third quarter 2022),~~million; contingent consideration of up to $17.5 million, which is based on future Intech ~~revenue~~revenue; and an option agreement with a fair value of $3.9 million that provides JHG the option to purchase a certain equity stake in Intech at a predetermined price on or before the seventh anniversary of the Management Buyout. The fair value of the option agreement at September 30, 2022, was $1.3 million.

The terms of the transaction also included a $20.0 million ~~7-year~~seven-year term note subject to 2two tranches. The first tranche of $10.0 million was paid to Intech at closing while the second tranche of $10.0 million is available to Intech, subject to certain restrictions. The outstanding principal on the note receivable was $13.2 million as of September 30, 2022, which includes $0.2 million of accrued interest. The first tranche of the term note pays interest at 5.5%, while the second tranche pays interest at 6.0%.

JHG and Intech entered into a transition services agreement that provides for continuation of support services to help ensure a seamless transition in operations and continuity in serving Intech’s clients.

Note 3 — Consolidation

Variable Interest Entities

Consolidated Variable Interest Entities

Our consolidated variable interest entities (“VIEs”) as of ~~March 31,~~September 30, 2022, and December 31, 2021, include certain consolidated seeded investment products in which we have an investment and act as the investment manager. Third-party assets held in consolidated VIEs are not available to us or to our creditors. We may not, under any circumstances, access third-party assets held by consolidated VIEs to use in our operating activities or otherwise. In addition, the investors in these consolidated VIEs have no recourse to the credit of JHG.

5As of June 30, 2022, our ownership percentage in a certain seeded investment product was greater than our VIE consolidation threshold, resulting in the consolidation of the fund. During the third quarter of 2022, we redeemed our seed capital investment from the seeded investment product, which resulted in the deconsolidation of the fund, and is the primary driver of the significant change in our consolidated and unconsolidated VIE investment securities balances.

Unconsolidated Variable Interest Entities

The following table presents the carrying value of investment securities included on our Condensed Consolidated Balance Sheets pertaining to unconsolidated VIEs (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Unconsolidated VIEs	$	94.0	$	102.7	$	1.5	$	102.7

Our total exposure to unconsolidated VIEs represents the value of our 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 our Condensed Consolidated Balance Sheets, including our net interest in these products (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Investment securities	$	211.6	$	179.6	$	193.9	$	179.6
Cash and cash equivalents		18.8		1.3		5.3		1.3
Other current assets		2.0		0.7		3.1		0.7
Accounts payable and accrued liabilities		(2.6)		(1.2)		(3.8)		(1.2)
Total	$	229.8	$	180.4	$	198.5	$	180.4
Redeemable noncontrolling interests in consolidated VREs		(32.3)		(17.5)		(33.2)		(17.5)
JHG's net interest in consolidated VREs	$	197.5	$	162.9	$	165.3	$	162.9

Third-party assets held in consolidated VREs are not available to us or to our creditors. We may not, under any circumstances, access third-party assets held by consolidated VREs to use in our operating activities or otherwise. In addition, the investors in these consolidated VREs have no recourse to the credit of JHG.

Our total exposure to consolidated VREs represents the value of our economic ownership interest in these seeded investment products.

Unconsolidated Voting Rights Entities

The following table presents the carrying value of investment securities included on our Condensed Consolidated Balance Sheets pertaining to unconsolidated VREs (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Unconsolidated VREs	$	25.7	$	56.6	$	3.2	$	56.6

Our total exposure to unconsolidated VREs represents the value of our economic ownership interest in the investment securities.

613

Note 4 — Investment Securities

Our investment securities as of ~~March 31,~~September 30, 2022, and December 31, 2021, are summarized as follows (in millions):

March 31,

December 31,

2022

2021
Seeded investment products:

Consolidated VIEs

$
244.5

$
250.9
Consolidated VREs

211.6

179.6
Unconsolidated VIEs and VREs

119.7

159.3
Separate accounts

54.3

56.7
Pooled investment funds

0.1

0.1
Total seeded investment products

630.2

646.6
Investments related to deferred compensation plans

26.3

50.3
Other investments

7.3

5.4
Total investment securities

$
663.8

$
702.3


	September 30,		December 31,
	2022		2021
Seeded investment products:
Consolidated VIEs	$	224.4	$	250.9
Consolidated VREs		193.9		179.6
Unconsolidated VIEs and VREs		4.7		159.3
Separate accounts		55.5		56.7
Pooled investment funds		—		0.1
Total seeded investment products		478.5		646.6
Investments related to deferred compensation plans		17.4		50.3
Other investments		12.6		5.4
Total investment securities	$	508.5	$	702.3

Trading Securities

Net unrealized gains (losses) on investment securities, gross of noncontrolling interests, held as of the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, are summarized as follows (in millions):


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Unrealized gains (losses) on investment securities held at period end	$	(32.2)	$	1.6	$	10.0	$	4.6	$	(44.6)	$	8.0

Investment Gains (Losses), Net

Investment gains (losses), net on our Condensed Consolidated Statements of Comprehensive Income included the following for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in millions):


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Seeded investment products and hedges, net	$	(11.5)	$	5.6	$	3.3	$	1.4	$	(14.9)	$	4.4
Third-party ownership interests in seeded investment products		(20.1)		(8.0)		7.0		3.0		(114.1)		(1.1)
Long Tail Alpha investment		1.5		2.1		0.2		0.2		1.9		2.1
Deferred equity plan		(1.5)		1.9		1.0		0.2		(1.0)		2.3
Other		(0.6)		—		(0.5)		(0.1)		(2.5)		0.4
Investment gains (losses), net	$	(32.2)	$	1.6	$	11.0	$	4.7	$	(130.6)	$	8.1

Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG.

714

Cash Flows

Cash flows related to investment securities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, are summarized as follows (in millions):


	Three months ended March 31,
	2022				2021				Nine months ended September 30,
			Sales,				Sales,		2022				2021
	Purchases		settlements		Purchases		settlements		Purchases		Sales,		Purchases		Sales,
	and		and		and		and		and		settlements and		and		settlements and
	settlements		maturities		settlements		maturities		settlements		maturities		settlements		maturities
Investment securities by consolidated seeded investment products	$	(3.9)	$	16.9	$	(30.2)	$	2.1	$	(18.8)	$	40.5	$	(66.9)	$	8.9
Investment securities		(40.5)		6.3		(0.5)		51.9		(109.6)		144.4		(302.2)		105.7

Note 5 — Derivative Instruments

Derivative Instruments Used to Hedge Seeded Investment Products

We maintain an economic hedge program that uses derivative instruments to mitigate against market volatility of certain seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps and credit default swaps. Foreign currency exposures associated with our seeded investment products are also hedged by using foreign currency forward contracts and swaps.

We were party to the following derivative instruments as of ~~March 31,~~September 30, 2022, and December 31, 2021 (in millions):


	Notional value				Notional value
	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Futures	$	352.9	$	368.7	$	144.6	$	368.7
Credit default swaps		148.4		207.2		112.6		207.2
Total return swaps		52.7		55.0		47.9		55.0
Foreign currency forward contracts and swaps		456.2		415.6		234.8		415.6

The derivative instruments are not designated as hedges for accounting purposes. Changes in fair value of the derivatives are recognized in investment gains (losses), net inon our Condensed Consolidated Statements of Comprehensive Income. The change in fair value of the derivative instruments for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, are summarized as follows (in millions):


					Three months ended				Nine months ended
	Three months ended March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Futures	$	15.4	$	(1.5)	$	8.7	$	5.1	$	45.7	$	(5.0)
Credit default swaps		2.3		—		0.2		0.2		5.8		(1.0)
Total return swaps		7.4		(2.9)		3.1		(1.0)		39.3		(9.6)
Foreign currency forward contracts and swaps		(7.0)		6.1		(3.8)		(0.2)		(13.3)		6.0
Total gain from derivative instruments	$	18.1	$	1.7
Total gains (losses) from derivative instruments					$	8.2	$	4.1	$	77.5	$	(9.6)

815

Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. The derivative assets and liabilities as of ~~March 31,~~September 30, 2022, and December 31, 2021, are summarized as follows (in millions):

Fair value

March 31, 2022

December 31, 2021
Derivative assets

$
3.4

$
8.8
Derivative liabilities

16.2

15.5


	Fair value
	September 30, 2022		December 31, 2021
Derivative assets	$	24.9	$	8.8
Derivative liabilities		3.3		15.5

In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also engage in short sales of securities to hedge seed investments. As of ~~March 31,~~September 30, 2022, and December 31, 2021, the fair value of securities sold but not yet purchased was ~~$2.6~~$0.6 million and $3.1 million, respectively. The cash received from the short sale and the obligation to repurchase the shares are classified in other current assets and accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets, respectively. Fair value adjustments are recognized in investment gains (losses), net on our Condensed Consolidated Statements of Comprehensive Income.

Derivative Instruments in Consolidated Seeded Investment Products

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

Our consolidated seeded investment products were party to the following derivative instruments as of ~~March 31,~~September 30, 2022, and December 31, 2021 (in millions):


	Notional value				Notional value
	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Futures	$	118.8	$	190.1	$	144.0	$	190.1
Credit default swaps		2.8		6.1		5.4		6.1
Total return swaps		13.1		—		10.8		—
Options		0.4		0.1		0.1		0.1
Foreign currency forward contracts and swaps		81.0		22.1		27.7		22.1

The derivative assets and liabilities as of ~~March 31,~~September 30, 2022, and December 31, 2021, are summarized as follows (in millions):


	Fair value				Fair value
	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Derivative assets	$	0.3	$	3.2	$	1.2	$	0.6
Derivative liabilities		0.8		—		3.3		0.4

Derivative Instruments — Used in Foreign Currency Hedging Program

We maintain a balance sheet foreign currency hedging program (the “Program”) to take reasonable measures to minimize the income statement effects of foreign currency remeasurement of monetary balance sheet accounts. The Program utilizes foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes.

916

The notional value of the foreign currency forward contracts and swaps as of ~~March 31,~~September 30, 2022, and December 31, 2021, is summarized as follows (in millions):


	Notional value				Notional value
	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Foreign currency forward contracts and swaps	$	59.2	$	171.4	$	59.0	$	171.4

The derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. The derivative assets and liabilities as of ~~March 31,~~September 30, 2022, and December 31, 2021, are summarized as follows (in millions):

Fair value


March 31, 2022

December 31, 2021
Derivative assets

$
0.3

$
3.2
Derivative liabilities

0.8

—


	Fair value
	September 30, 2022		December 31, 2021
Derivative assets	$	0.8	$	3.2
Derivative liabilities		0.8		—

Changes in fair value of the derivatives are recognized in other non-operating ~~expenses,~~income, net on our Condensed Consolidated Statements of Comprehensive Income. ~~We recognized a loss of $2.1 million during the three months ended March 31, 2022, and a gain of $0.6 million during the three months ended March 31, 2021.~~ Foreign currency remeasurement is also recognized in other non-operating ~~expenses,~~income, net on our Condensed Consolidated Statements of Comprehensive Income. The change in fair value of the foreign currency forward contracts and swaps for the three and nine months ended September 30, 2022 and 2021, are summarized as follows (in millions):


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Gains (losses) on foreign currency forward contracts and swaps	$	(2.1)	$	(0.8)	$	(4.5)	$	0.5

1017

Note 6 — Fair Value Measurements

The following table presents assets and liabilities reflected in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of ~~March 31,~~September 30, 2022 (in millions):


	Fair value measurements using:								Fair value measurements using:
	Quoted prices in								Quoted prices in
	active markets for								active markets for
	identical assets		Significant other		Significant				identical assets		Significant other		Significant
	and liabilities		observable inputs		unobservable inputs				and liabilities		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	368.8	$	—	$	—	$	368.8	$	458.0	$	—	$	—	$	458.0
Investment securities:
Consolidated VIEs		208.3		30.3		5.9		244.5		197.4		22.1		4.9		224.4
Other investment securities		354.5		64.8		—		419.3		168.6		115.3		0.2		284.1
Total investment securities		562.8		95.1		5.9		663.8		366.0		137.4		5.1		508.5
Seed hedge derivatives		—		3.4		—		3.4		—		24.9		—		24.9
Derivatives in consolidated seeded investment products		—		0.5		—		0.5		—		1.2		—		1.2
Derivatives used in foreign currency hedging program		—		0.3		—		0.3		—		0.8		—		0.8
Intech option agreement		—		—		3.9		3.9		—		—		1.3		1.3
Intech contingent consideration		—		—		12.6		12.6		—		—		12.1		12.1
Volantis contingent consideration		—		—		0.8		0.8		—		—		0.3		0.3
Total assets	$	931.6	$	99.3	$	23.2	$	1,054.1	$	824.0	$	164.3	$	18.8	$	1,007.1
Liabilities:
Derivatives in consolidated seeded investment products	$	—	$	0.6	$	—	$	0.6	$	—	$	3.3	$	—	$	3.3
Derivatives used in foreign currency hedging program		—		0.8		—		0.8		—		0.8		—		0.8
Securities sold, not yet purchased		2.6		—		—		2.6		0.6		—		—		0.6
Seed hedge derivatives		—		16.2		—		16.2		—		3.3		—		3.3
Long-term debt⁽¹⁾		—		313.4		—		313.4		—		296.3		—		296.3
Deferred bonuses		—		—		34.3		34.3		—		—		32.9		32.9
Total liabilities	$	2.6	$	331.0	$	34.3	$	367.9	$	0.6	$	303.7	$	32.9	$	337.2

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

1118


	Fair value measurements using:
	Quoted prices in
	active markets for
	identical assets		Significant other		Significant
	and liabilities		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	585.4	$	—	$	—	$	585.4
Investment securities:
Consolidated VIEs		216.8		26.2		7.9		250.9
Other investment securities		424.1		27.3		—		451.4
Total investment securities		640.9		53.5		7.9		702.3
Seed hedge derivatives		—		8.8		—		8.8
Derivatives in consolidated seeded investment products		—		0.6		—		0.6
Derivatives used in foreign currency hedging program		—		3.2		—		3.2
Volantis contingent consideration		—		—		0.9		0.9
Total assets	$	1,226.3	$	66.1	$	8.8	$	1,301.2
Liabilities:
Derivatives in consolidated seeded investment products	$	—	$	0.4	$	—	$	0.4
Securities sold, not yet purchased		3.1		—		—		3.1
Seed hedge derivatives		—		15.5		—		15.5
Long-term debt⁽¹⁾		—		328.7		—		328.7
Deferred bonuses		—		—		50.5		50.5
Total liabilities	$	3.1	$	344.6	$	50.5	$	398.2

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

Level 1 Fair Value Measurements

Our Level 1 fair value measurements consist mostly of investments held by seeded investment ~~products,~~products; investments in advised mutual ~~funds,~~funds; cash ~~equivalents,~~equivalents; securities sold, not yet ~~purchased~~purchased; and investments related to deferred compensation plans with quoted market prices in active markets. The fair value level of consolidated investments held by seeded investment products is determined by the underlying securities of the product. The fair value level of unconsolidated investments held in seeded investment products is determined by the net asset value (“NAV”), which is considered a quoted price in an active market.

Level 2 Fair Value Measurements

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

1219

Level 3 Fair Value Measurements

Investment Securities

As of ~~March 31,~~September 30, 2022, and December 31, 2021, certain securities within consolidated VIEs were valued using significant unobservable inputs, resulting in Level 3 classification.

Intech Option Agreement and Contingent Consideration

On March 31, 2022, we completed the sale of Intech. Consideration received as part of the Management Buyout included contingent consideration of up to $17.5 million and an option agreement that provides JHG the option to purchase a certain equity stake in Intech at a predetermined price on or before the seventh anniversary of the Management Buyout.

As of ~~March 31,~~September 30, 2022, the fair value of the option agreement and of the Intech contingent consideration was ~~$3.9~~$1.3 million and ~~$12.6~~$12.1 million, respectively. Significant unobservable inputs were used to value the call option and contingent consideration, including revenue estimates, discount rate and volatility.

~~Volantis Contingent Consideration~~

On April 1, 2017, we completed the sale of the Volantis UK Small Cap (“Volantis”) alternative team assets. Consideration for the sale was a 10% share of the management and performance fees generated by Volantis (excluding one particular fund) for a period of three years following the sale. In addition, consideration for the sale included 50% of the first £12 million of performance fees generated by the excluded fund referenced above. As of March 31, 2022, the fund has not reached the £12 million performance fee threshold. As a result, this fee sharing arrangement will remain in effect until the performance threshold is reached.

~~As of March 31, 2022, and December 31, 2021, the fair value of the Volantis contingent consideration was $0.8 million and $0.9 million, respectively.~~

Deferred Bonuses

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

Changes in Fair Value

Changes in fair value of our Level 3 assets for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):

Three months ended

March 31,

2022

2021
Beginning of period fair value

$
8.8

$
31.4
Intech option agreement

3.9

—
Contingent consideration from sale of Intech

12.6

—
Settlement of contingent consideration

—

(2.2)
Fair value adjustments

(1.5)

(3.9)
Purchases of securities

(0.2)

2.3
Sales of securities

(0.3)

(0.4)
Foreign currency translation

(0.1)

—
End of period fair value

$
23.2

$
27.2


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Beginning of period fair value	$	21.1	$	26.5	$	8.8	$	31.4
Intech option agreement		(1.8)		—		1.3		—
Contingent consideration from sale of Intech		(0.2)		—		12.1		—
Settlement of contingent consideration		—		(5.2)		—		(9.2)
Fair value adjustments		—		(0.2)		(1.8)		(2.7)
Transfers from Level 1		—		—		0.5		—
Transfers to Level 1		—		—		(2.1)		—
Purchases of securities		(0.1)		—		0.9		2.7
Sales of securities		—		—		(0.3)		(1.1)
Foreign currency translation		(0.2)		(0.3)		(0.6)		(0.3)
End of period fair value	$	18.8	$	20.8	$	18.8	$	20.8

1320

Changes in fair value of our individual Level 3 liabilities for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,				Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021		2022		2021
	Deferred		Deferred		Deferred		Deferred		Deferred		Deferred
	bonuses		bonuses		bonuses		bonuses		bonuses		bonuses
Beginning of period fair value	$	50.5	$	65.2	$	27.6	$	35.6	$	50.5	$	65.2
Fair value adjustments		(1.6)		2.3		(1.2)		1.1		(3.8)		5.4
Vesting of deferred bonuses		(21.6)		(2.5)		(0.5)		(0.9)		(36.5)		(51.6)
Amortization of deferred bonuses		8.4		8.0		9.6		7.9		28.8		24.0
Foreign currency translation		(1.4)		0.6		(2.6)		(0.9)		(6.1)		(0.2)
End of period fair value	$	34.3	$	73.6	$	32.9	$	42.8	$	32.9	$	42.8

Nonrecurring Fair Value Measurements

Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of goodwill and intangible assets on initial recognition using discounted cash flow (“DCF”) analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements of these assets, such measurements are classified as Level 3.

Note 7 — Goodwill and Intangible Assets

The following tables present movements in our intangible assets and goodwill during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021 (in millions):


	December 31,								Foreign currency		March 31,		December 31,						Foreign currency		September 30,
	2021		Amortization		Disposal		Impairment		translation		2022		2021		Amortization		Disposal		translation		2022
Indefinite-lived intangible assets:
Investment management agreements	$	2,114.8	$	—	$	—	$	—	$	(7.8)	$	2,107.0	$	2,114.8	$	—	$	—	$	(67.1)	$	2,047.7
Trademarks		366.7		—		(4.7)		—		—		362.0		366.7		—		(4.7)		—		362.0
Definite-lived intangible assets:
Client relationships		168.4		—		(84.8)		—		0.1		83.7		168.4		—		(84.8)		(11.0)		72.6
Accumulated amortization		(107.2)		(1.9)		44.7		—		0.6		(63.8)		(107.2)		(3.2)		44.7		8.9		(56.8)
Net intangible assets	$	2,542.7	$	(1.9)	$	(44.8)	$	—	$	(7.1)	$	2,488.9	$	2,542.7	$	(3.2)	$	(44.8)	$	(69.2)	$	2,425.5
Goodwill	$	1,374.3	$	—	$	(7.0)	$	(32.8)	$	(17.7)	$	1,316.8	$	1,341.5	$	—	$	(7.0)	$	(128.5)	$	1,206.0


	December 31,								Foreign currency		March 31,		December 31,						Foreign currency		September 30,
	2020		Amortization		Disposal		Impairment		translation		2021		2020		Amortization		Impairment		translation		2021
Indefinite-lived intangible assets:
Investment management agreements	$	2,242.9	$	—	$	—	$	—	$	1.4	$	2,244.3	$	2,242.9	$	—	$	(40.8)	$	(13.7)	$	2,188.4
Trademarks		373.2		—		—		(3.6)		—		369.6		373.2		—		(3.6)		(0.1)		369.5
Definite-lived intangible assets:
Client relationships		170.9		—		—		—		(0.1)		170.8		170.9		—		—		(2.9)		168.0
Accumulated amortization		(100.7)		(1.9)		—		—		(0.2)		(102.8)		(100.7)		(5.8)		—		1.5		(105.0)
Net intangible assets	$	2,686.3	$	(1.9)	$	—	$	(3.6)	$	1.1	$	2,681.9	$	2,686.3	$	(5.8)	$	(44.4)	$	(15.2)	$	2,620.9
Goodwill	$	1,383.9	$	—	$	—	$	—	$	5.9	$	1,389.8	$	1,351.1	$	—	$	—	$	(13.1)	$	1,338.0

1421

Management Buyout of Intech

As detailed in Note 2 –— Dispositions, on March 31, 2022, the Management Buyout of Intech closed. As part of this disposition, we removed $4.7 million and $40.1 million of trademarks and client relationships, respectively, from our Condensed Consolidated Balance Sheets as these intangible assets were directly connected to Intech. In addition, we also allocated ~~a certain amount~~$7.0 million of goodwill to Intech, which was also removed from our Condensed Consolidated Balance Sheets as part of the Management Buyout.

~~Out-of-Period Incremental Goodwill Impairment~~

In the first quarter 2020, due to the sudden decline of the global financial markets impacting our assets under management (“AUM”), we recognized a $123.5 million goodwill impairment expense. Subsequent to the first quarter 2020, we identified a $32.8 million error in which we did not consider the incremental impairment charge related to the tax-deductible goodwill. We have corrected this error in the first quarter 2022 as an out-of-period adjustment which is reflected in the table above and recorded in goodwill and intangible asset impairment charges on our Condensed Consolidated Statements of Comprehensive Income.

~~Perkins Trademark~~

During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent service to our clients and positioning our business for success, we completed a review of Perkins Investment Management (“Perkins”). To right-size our product portfolio and better align with the changing needs of clients, certain strategies were closed and the funds were liquidated during the second quarter of 2021. The majority of the Perkins value equity strategies were unaffected by this reorganization and they have continued under the Janus Henderson brand. The Perkins brand was discontinued and the marketing efforts for value equity strategies were incorporated under the Janus Henderson brand. During the first quarter 2021, we impaired the entire balance of the intangible asset associated with the Perkins trademark. The impairment charge of $3.6 million is included in the table above and recorded in goodwill and intangible asset impairment charges on our Condensed Consolidated Statements of Comprehensive Income.

Future Amortization

Expected future amortization expense related to client relationships is summarized below (in millions):


Future amortization	Amount		Amount
2022 (remainder of year)	$	2.1	$	0.6
2023		2.5		2.2
2024		1.1		0.9
2025		1.1		0.9
2026		1.1		0.9
Thereafter		12.0		10.3
Total	$	19.9	$	15.8

Note 8 — Debt

Our debt as of ~~March 31,~~September 30, 2022, and December 31, 2021, consisted of the following (in millions):


	March 31, 2022				December 31, 2021				September 30, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	value		value		value		value		value		value		value		value
4.875% Senior Notes due 2025	$	309.7	$	313.4	$	310.4	$	328.7	$	308.2	$	296.3	$	310.4	$	328.7

4.875% Senior Notes Due 2025

The 4.875% Senior Notes due 2025 (“2025 Senior Notes”) have a principal value 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. The 2025 Senior Notes include unamortized debt premium, net at ~~March 31,~~September 30, 2022, of ~~$9.7~~$8.2 million, which will be amortized over the remaining life of the notes. The unamortized debt premium is recorded as a liability within long-term debt on our Condensed Consolidated Balance Sheets. JHG fully and unconditionally guarantees the obligations of Janus Henderson US (Holdings) Inc. in relation to the 2025 Senior Notes.

Credit Facility

At ~~March 31,~~September 30, 2022, we had a $200 million, unsecured, revolving credit facility (“Credit Facility”). JHG and its subsidiaries may use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the aggregate of the applicable margin, which is based on our long-term credit rating and the Secured Overnight Financing Rate (“SOFR”) in relation to any loan in U.S. dollars (“USD”);, the Sterling Overnight Index Average (“SONIA”) in relation to any loan in British pounds (“GBP”);, the Euro Interbank Offered Rate (“EURIBOR”) in relation to any loan in euros (“EUR”); or the Bank Bill Swap Rate (“BBSW”) in relation to any loan in Australian dollars (“AUD”). As a result of the ~~phase out~~phase-out of the London Interbank Offered Rate (“LIBOR”), our Credit Facility was amended to incorporate the SOFR as the successor rate to USD LIBOR and the SONIA as the successor rate to GBP LIBOR. We are required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is also based on our long-term credit rating. Under the Credit Facility, our financing leverage ratio cannot exceed 3.00x EBITDA. At ~~March 31,~~September 30, 2022, we were in compliance with all covenants, ~~contained in,~~ and there were 0no outstanding borrowings, under the Credit Facility. The maturity date of the Credit Facility is February 16, 2024.

Note 9 — Income Taxes

Our effective tax rates for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows:

Three months ended

March 31,


2022


2021

Effective tax rate

28.0
%

22.6
%


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Effective tax rate	19.6	%	21.0	%	33.0	%	26.5	%

The change in the effective tax rate for the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, was primarily related to additional state tax benefits.

The effective tax rate for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, was impacted by a decrease in pre-tax book income with ana significant increase in the disallowed ~~non-controlling~~noncontrolling interest ~~loss. In addition, the effective tax rate was also impacted by excess tax benefit on equity-based vesting compensation.~~loss from a certain seeded investment product.

As of March 31, 2022, we had $18.5 million of unrecognized tax benefits held for uncertain tax positions. We estimate that the existing liability for uncertain tax positions could decrease by up to $1.6 million within the next 12 months, without giving effect to changes in foreign currency translation.

Note 10 — Noncontrolling Interests

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests as of ~~March 31,~~September 30, 2022, and December 31, 2021, consisted of the following (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Consolidated seeded investment products	$	150.7	$	148.5	$	153.1	$	148.5
Intech:
Employee appreciation rights		—		12.6		—		12.6
Founding member ownership interests		—		2.3		—		2.3
Total redeemable noncontrolling interests	$	150.7	$	163.4	$	153.1	$	163.4

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 seeded investment products may fluctuate from period to period and are impacted by changes in our relative ownership, changes in the amount of third-party investment in seeded products and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of

investments in any particular seeded product is redeemed from the respective product’s net assets and cannot be redeemed from the assets of our other seeded products or from our other assets.

As of September 30, 2022, our ownership percentage in a certain seeded investment product was below our VIE consolidation threshold, resulting in the deconsolidation of the fund, and is the primary driver of the change in our redeemable noncontrolling interests balance.

The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment products for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in millions):


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Opening balance	$	148.5	$	70.6	$	921.1	$	109.2	$	148.5	$	70.6
Changes in market value		(20.1)		(6.3)		7.0		3.0		(114.1)		0.6
Changes in ownership		22.2		18.6		(795.3)		18.4		121.9		58.5
Foreign currency translation		0.1		0.8		20.3		(0.4)		(3.2)		0.5
Closing balance	$	150.7	$	83.7	$	153.1	$	130.2	$	153.1	$	130.2

Nonredeemable Noncontrolling Interests

Nonredeemable noncontrolling interests as of ~~March 31,~~September 30, 2022, and December 31, 2021, were as follows (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Nonredeemable noncontrolling interests in:
Seed capital investments	$	2.8	$	2.8	$	2.8	$	2.8
Intech		—		12.6		—		12.6
Total nonredeemable noncontrolling interests	$	2.8	$	15.4	$	2.8	$	15.4

On March 31, 2022, we completed the sale of our 97%-owned subsidiary, Intech. See Note 2 –— Dispositions for further information regarding the sale.

Note 11 — Long-Term Incentive and Employee Compensation

The following table presents restricted stock and mutual fund awards granted during the three and nine months ended ~~March 31,~~September 30, 2022 (in millions):


	Three months ended		Three months ended		Nine months ended
	March 31,		September 30,		September 30,
	2022		2022		2022
Restricted stock	$	100.0	$	6.4	$	113.0
Mutual fund awards		98.3		0.3		113.6
Total	$	198.3	$	6.7	$	226.6

Restricted stock and mutual fund awards generally vest and will be recognized using a graded vesting method over a three~~- or four-year~~-year period.

Note 12 — Retirement Benefit Plans

We operate defined contribution retirement benefit plans and defined benefit pension plans.

Our primary defined benefit pension plan is the defined benefit section of the Janus Henderson Group UK Pension Scheme (“JHGPS”).

Net Periodic Benefit Credit (Cost)

The components of net periodic benefit credit (cost) in respect of defined benefit plans for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, include the following (in millions):


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Service cost	$	—	$	(0.2)	$	—	$	(0.2)	$	—	$	(0.7)
Interest cost		(4.5)		(2.8)		(3.9)		(2.8)		(12.5)		(8.4)
Amortization of prior service cost		(0.1)		(0.1)		(0.1)		(0.1)		(0.3)		(0.3)
Expected return on plan assets		4.5		3.3		3.3		3.3		10.5		10.0
Net periodic benefit credit	$	(0.1)	$	0.2
Net periodic benefit credit (cost)					$	(0.7)	$	0.2	$	(2.3)	$	0.6

Note 13 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,												Three months ended September 30,
	2022						2021						2022						2021
	Foreign		Retirement benefit				Foreign		Retirement benefit				Foreign		Retirement benefit				Foreign		Retirement benefit
	currency		asset, net		Total		currency		asset, net		Total		currency		asset, net		Total		currency		asset, net		Total
Beginning balance	$	(363.3)	$	(32.8)	$	(396.1)	$	(313.6)	$	(10.4)	$	(324.0)	$	(555.6)	$	(32.6)	$	(588.2)	$	(299.0)	$	(10.1)	$	(309.1)
Other comprehensive loss		(47.8)		—		(47.8)		7.5		—		7.5		(129.4)		—		(129.4)		(59.6)		—		(59.6)
Amounts reclassified from accumulated other comprehensive loss		0.8		0.1		0.9		(4.2)		0.1		(4.1)		(9.8)		0.1		(9.7)		—		0.1		0.1
Total other comprehensive loss		(47.0)		0.1		(46.9)		3.3		0.1		3.4		(139.2)		0.1		(139.1)		(59.6)		0.1		(59.5)
Less: other comprehensive loss attributable to noncontrolling interests		(0.2)		—		(0.2)		(0.8)		—		(0.8)
Less: other comprehensive loss (income) attributable to noncontrolling interests														(20.2)		—		(20.2)		0.8		—		0.8
Ending balance	$	(410.5)	$	(32.7)	$	(443.2)	$	(311.1)	$	(10.3)	$	(321.4)	$	(715.0)	$	(32.5)	$	(747.5)	$	(357.8)	$	(10.0)	$	(367.8)


	Nine months ended September 30,
	2022						2021
	Foreign		Retirement benefit				Foreign		Retirement benefit
	currency		asset, net		Total		currency		asset, net		Total
Beginning balance	$	(354.2)	$	(32.8)	$	(387.0)	$	(304.5)	$	(10.4)	$	(314.9)
Other comprehensive loss		(359.9)		—		(359.9)		(48.9)		0.1		(48.8)
Amounts reclassified from accumulated other comprehensive loss		(4.1)		0.3		(3.8)		(4.2)		0.3		(3.9)
Total other comprehensive loss		(364.0)		0.3		(363.7)		(53.1)		0.4		(52.7)
Less: other comprehensive loss (income) attributable to noncontrolling interests		3.2		—		3.2		(0.2)		—		(0.2)
Ending balance	$	(715.0)	$	(32.5)	$	(747.5)	$	(357.8)	$	(10.0)	$	(367.8)

The components of other comprehensive ~~income (loss),~~loss, net of tax for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,												Three months ended September 30,
	2022						2021						2022						2021
	Pre-tax		Tax		Net		Pre-tax		Tax		Net		Pre-tax		Tax		Net		Pre-tax		Tax		Net
	amount		impact		amount		amount		impact		amount		amount		impact		amount		amount		impact		amount
Foreign currency translation adjustments	$	(49.0)	$	1.2	$	(47.8)	$	7.1	$	0.4	$	7.5	$	(130.8)	$	1.4	$	(129.4)	$	(60.2)	$	0.6	$	(59.6)
Retirement benefit asset, net														—		—		—		—		—		—
Reclassifications to net income		0.9		—		0.9		(4.1)		—		(4.1)		(9.7)		—		(9.7)		0.1		—		0.1
Total other comprehensive income (loss)	$	(48.1)	$	1.2	$	(46.9)	$	3.0	$	0.4	$	3.4
Total other comprehensive loss													$	(140.5)	$	1.4	$	(139.1)	$	(60.1)	$	0.6	$	(59.5)


	Nine months ended September 30,
	2022						2021
	Pre-tax		Tax		Net		Pre-tax		Tax			Net
	amount		impact		amount		amount		impact			amount
Foreign currency translation adjustments	$	(364.5)	$	4.6	$	(359.9)	$	(50.5)	$	1.6	$	(48.9)
Retirement benefit asset, net		—		—		—		—		0.1		0.1
Reclassifications to net income		(3.8)		—		(3.8)		(3.9)		—		(3.9)
Total other comprehensive loss	$	(368.3)	$	4.6	$	(363.7)	$	(54.4)	$	1.7	$	(52.7)

Note 14 — Earnings and Dividends Per Share

Earnings Per Share

The following is a summary of the earnings per share calculation for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in millions, except per share data):


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Net income attributable to JHG	$	78.7	$	155.5	$	107.6	$	196.8	$	307.4	$	487.5
Allocation of earnings to participating stock-based awards		(2.0)		(4.8)		(3.5)		(5.4)		(9.0)		(14.0)
Net income attributable to JHG common shareholders	$	76.7	$	150.7	$	104.1	$	191.4	$	298.4	$	473.5

Weighted-average common shares outstanding — basic		164.0		171.0		160.5		167.1		162.2		168.7
Dilutive effect of nonparticipating stock-based awards		0.5		0.8		0.4		0.7		0.4		0.7
Weighted-average common shares outstanding — diluted		164.5		171.8		160.9		167.8		162.6		169.4

Earnings (loss) per share:
Earnings per share:
Basic (two class)	$	0.47	$	0.88	$	0.65	$	1.15	$	1.84	$	2.81
Diluted (two class)	$	0.47	$	0.88	$	0.65	$	1.14	$	1.84	$	2.80

Dividends Per Share

The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including, but not limited to, our results of operations, financial condition, capital requirements, legal requirements and general business conditions.

The following is a summary of cash dividends declared and paid during the ~~three~~nine months ended ~~March 31,~~September 30, 2022:

Dividend

Date

Dividends paid

Date

Dividend

Date

Dividends paid

Date

per share

declared

(in US$ millions)

paid

per share

declared

(in US$ millions)

paid

0.38

February 2, 2022

64.3

February 28, 2022

0.38

February 2, 2022

64.3

February 28, 2022

0.39

May 3, 2022

65.5

May 31, 2022

0.39

July 27, 2022

64.7

August 24, 2022

On ~~May 3,~~October 26, 2022, ~~the~~our Board ~~approved a 2.6% increase in the quarterly cash dividends and~~of Directors declared a $0.39 per share dividend for the ~~first~~third quarter 2022. The quarterly dividend will be paid on ~~May 31,~~November 23, 2022, to shareholders of record at the close of business on ~~May 16,~~November 7, 2022.

Note 15 — Commitments and Contingencies

Commitments and contingencies may arise in the normal course of business.

Litigation and Other Regulatory Matters

We are periodically involved in various legal proceedings and other regulatory matters. Although there can be no assurances, based on information currently available, we believe that it is probable that the ultimate outcome of matters that are pending or threatened will not have a material effect on our consolidated financial statements.

Sandra Schissler v Janus Henderson US (Holdings) Inc., Janus Henderson Advisory Committee, and John and Jane Does 1-30

~~With~~On September 9, 2022, a purported class action complaint, Schissler v. Janus Henderson US (Holdings) Inc., et al., was filed by Sandra Schissler in the United States District Court for the District of Colorado. Named as defendants are Janus Henderson US (Holdings) Inc. (“Janus US Holdings”) and the Advisory Committee to the Janus 401(k) and Employee Stock Ownership Plan and its members. Plaintiff purports to represent a class of all participants in the Janus US Holdings 401(k) and Employee Stock Ownership Plan from September 9, 2016, through September 9, 2022. The complaint alleges, among other things, that all defendants breached their fiduciary duties of loyalty and prudence by (1) selecting higher-cost Janus Henderson funds over less expensive investment options; (2) retaining Janus Henderson funds despite their alleged underperformance; and (3) failing to consider actively managed funds outside of Janus Henderson to add as investment options. The complaint alleges that Janus US Holdings failed to monitor the Advisory Committee with respect to the ~~unaudited financial statements of~~foregoing. The complaint seeks various declaratory, equitable and monetary relief in unspecified amounts. Janus ~~Henderson Group plc as of~~US Holdings believes the complaint is without merit and for the three-month period ended March 31, 2022, appearing herein, PricewaterhouseCoopers LLP (United States) reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 4, 2022, appearing herein, states that they did not audit and they do not express an opinion on the unaudited financial statements. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP (United States) is not subjectintends to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial statements because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP (United States) within the meaning of Sections 7 and 11 of the Act.vigorously defend against these claims.

Note 16 — Subsequent Event

We announced a cost efficiency plan in October 2022 that will impact our compensation and non-compensation expenses. Non-recurring implementation charges associated with delivering the cost efficiency plan are expected to be in the range of $30 million to $35

million.

~~Report of Independent Registered Public Accounting Firm~~

~~To the Board of Directors and Shareholders of Janus Henderson Group plc~~

~~Results of Review of Interim Financial Statements~~

We have reviewed the accompanying condensed consolidated balance sheet of Janus Henderson Group plc and its subsidiaries (the “Company”) as of March 31, 2022, and the related condensed consolidated statement of comprehensive income (loss), of changes in equity, and of cash flows for the three-month periods ended March 31, 2022 and March 31, 2021, 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 statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We 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, 2021, and the related consolidated statement of comprehensive income, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 24, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, 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 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.

~~/s/ PricewaterhouseCoopers LLP~~

~~Denver, Colorado~~

~~May 4, 2022~~

2227

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.

Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, recent changes in interest rates and inflation, volatility or disruption in financial markets, our investment performance as compared to third-party benchmarks or competitive products, redemptions and other withdrawals from the funds and accounts we manage, and other risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021,, and this Quarterly Report on Form 10-Q under headings such as “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” and in other filings or furnishings made by the Company with the SEC from time to time.

Available Information

We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and amendments thereto as soon as reasonably practicable after such filings have been made with the SEC. These reports may be obtained through our Investor Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder. The contents of our website are not incorporated herein for any purpose. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Charters for the Audit Committee, Compensation Committee, Risk Committee, and Nominating and Corporate Governance Committee of our Board of Directors, as well as our Corporate Governance Guidelines, Code of Business Conduct and Code of Ethics for Senior Financial Officers (our “Senior Officer Code”) are posted on our Investor Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder. Within the time period prescribed by the SEC and New York Stock Exchange (“NYSE”) regulations, we will post on our website any amendment to our Senior Officer Code or our Code of Business Conduct and any waivers thereof for directors or executive officers. The information on our website is not incorporated by reference into this report.

Business Overview

We are an independent global asset manager, specializing in active investment across all major asset classes. We actively manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives.

On March 23, 2022, we announced our Board’s appointment of Ali Dibadj as our Chief Executive Officer (“CEO”), effective on a mutually agreed date but no later than June 27, 2022. In connection with Mr. Dibadj’s appointment and the retirement of our former CEO, Richard Weil, the Board appointed Roger Thompson to serve as the interim CEO, effective April 1, 2022.

2328

Segment Considerations

We are a global asset manager and manage a range of investment products, operating across various product lines, distribution channels and geographic regions. However, information is reported to the chief operating decision-maker, ~~the current interim CEO,~~our Chief Executive Officer (“CEO”), on an aggregated basis. Strategic and financial management decisions are determined centrally by ~~the interim~~our CEO and, on this basis, we operate as a single-segment investment management business.

Revenue

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

Performance fees are specified in certain fund and client contracts, and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. These fees are often subject to a hurdle rate. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or 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.

~~FIRST~~THIRD QUARTER 2022 SUMMARY

~~First~~Third Quarter 2022 Highlights

●

Solid long-term investment performance, with 50%, ~~62%~~64%, ~~74%~~67% and ~~83%~~75% of our AUM outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of ~~March 31,~~September 30, 2022.

●

~~First quarter~~AUM decreased to $274.6 billion, down (8%) from June 30, 2022, ~~operating income was $124.6 million, or $178.8 million on an adjusted basis. Refer~~due to ~~the Non-GAAP Financial Measures section below for information on adjusted non-GAAP figures.~~challenged global markets, USD appreciation and net outflows. Net outflows of $5.8 billion primarily reflect market uncertainty and investment underperformance in key strategies.

●

~~First~~Third quarter 2022 diluted earnings per share was ~~$0.47,~~$0.65, or ~~$0.75~~$0.61 on an adjusted basis. Refer to the Non-GAAP Financial Measures section below for information on adjusted non-GAAP figures.

●

On ~~May 3,~~October 26, 2022, the Board ~~approved a 2.6% increase in the quarterly cash dividends and~~ declared a $0.39 per share dividend for the ~~first~~third quarter 2022.

●

~~During the first quarter 2022, we acquired 1.2 million shares of our common stock for $43.3 million as part of the share buyback program. On May 3, 2022, the Board also approved authorization of $200~~Strong balance sheet and cash generation with over $1.0 billion in cash and cash equivalents and $221.9 million of ~~share buybacks through April 2023.~~

●

~~On March 23, 2022, we announced our Board’s appointment of Ali Dibadj as our next CEO, effective on a mutually agreed date but no later than June 27,~~cash provided by operating activities in the third quarter 2022.

●

AsWe expect to realize approximately $40 million to $45 million in gross cost efficiencies by the end of ~~March 31, 2022, we completed~~2023, which will be offset by investments in the ~~previously announced sale of our Quantitative Equities subsidiary, Intech.~~business.

Financial Summary

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

Revenue for the ~~first~~third quarter 2022 was ~~$620.0~~$512.9 million, a decrease of ~~$24.0~~$174.5 million, or ~~(4%~~(25%), compared to the ~~first~~third quarter 2021. Key drivers of the decrease include the following:

●

A decline of $138.3 million in management fees and $13.6 million in shareowner servicing fees primarily due to the impact of lower average AUM.

2429

●

A decline of ~~$25.4~~$13.8 million in performance fees primarily due to ~~a reduction in performance fee crystallizations and~~ an increase in negative mutual fund performance fees.

Total operating expenses for the ~~first~~third quarter 2022 were ~~$495.4~~$392.2 million, ~~an increase~~a decrease of ~~$43.9~~$46.9 million, or ~~10%~~(11%), compared to operating expenses in the ~~first~~third quarter 2021. Key drivers of the ~~variance~~decrease include the following:

●

~~An increase of $29.2 million in intangible asset and goodwill impairment charges due to the out-of-period incremental goodwill impairment in the first quarter 2022.~~

●

~~An increase of $14.4 million in distribution expenses driven by the timing of adjustments to distribution expenses.~~

●

~~An increase of $10.1 million in general, administrative and occupancy expenses primarily due to higher consultancy fees.~~

●

A decrease of ~~$10.0~~$23.7 million in employee compensation and benefits primarily due to lower variable compensation charges.

●

A decrease of $23.4 million in distribution expenses primarily due to lower average AUM.

Operating income for the ~~first~~third quarter 2022 was ~~$124.6~~$120.7 million, a decrease of ~~$67.9~~$127.6 million, or ~~(35%~~(51%), compared to the ~~first~~third quarter 2021. Our operating margin was ~~20.1%~~23.5% in the ~~first~~third quarter 2022 compared to ~~29.9%~~36.1% in the ~~first~~third quarter 2021.

Net income attributable to JHG in the ~~first~~third quarter 2022 was ~~$78.7~~$107.6 million, a decrease of ~~$76.8~~$89.2 million, or ~~(49%~~(45%), compared to the ~~first~~third quarter 2021. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the ~~variance~~decrease include the following:

●

An unfavorable movement of $33.8 million in investment gains, net in the first quarter 2022 compared to the first quarter 2021, partially offset by an improvement of $12.3 million in net loss attributable to noncontrolling interests. Movements in investment gains, net and net loss attributable to noncontrolling interests are primarily due to fair value adjustments in relation to our seeded investment products and derivative instruments and the consolidation of third-party ownership interests in seeded investment products.

●

A decrease of ~~$20.3~~$25.4 million in our provision for income taxes primarily due to a decrease in pre-tax income.

Investment Performance of Assets Under Management

The following table is a summary of investment performance as of ~~March 31,~~September 30, 2022:


Percentage of AUM outperforming benchmark	1 year		3 years		5 years		10 years		1 year		3 years		5 years		10 years
Equities	32	%	44	%	61	%	76	%	42	%	50	%	51	%	64	%
Fixed Income	68	%	97	%	96	%	99	%	43	%	76	%	89	%	90	%
Multi-Asset	95	%	96	%	96	%	99	%	94	%	96	%	96	%	99	%
Alternatives	92	%	100	%	100	%	100	%	29	%	100	%	100	%	100	%
Total	50	%	62	%	74	%	83	%	50	%	64	%	67	%	75	%

Assets Under Management

Our AUM as of ~~March 31,~~September 30, 2022, was ~~$361.0~~$274.6 billion, a decrease of ~~$71.3~~$157.7 billion, or ~~(16.5%~~(36%), from December 31, 2021, driven primarily by ~~a $29.6 billion disposition of the Intech Quantitative Equities capability and~~ negative market movements of ~~$29.1 billion.~~$85.7 billion and $28.3 billion due to the disposition of Intech. Net redemptions of ~~$11.9~~$25.5 billion, or ~~$6.2~~$19.8 billion when excluding ~~the~~ Intech, ~~Quantitative Equities capability,~~ also contributed to the decline in AUM.

Our non-USD AUM is primarily denominated in GBP, EUR and AUD. During the three and nine months ended ~~March 31,~~September 30, 2022, the USD strengthened against GBP, ~~and~~ EUR and ~~weakened against~~ AUD, resulting in a ~~$2.0~~$7.3 billion and $18.2 billion decrease in our ~~AUM.~~AUM, respectively. As of ~~March 31,~~September 30, 2022, approximately ~~33.5%~~31% of our AUM was non-USD denominated.

Certain VelocityShares ~~exchange-traded notes (“ETNs”) and certain~~ index products are not included within our AUM because we are not the named adviser or subadviser to ~~ETNs or~~ index products. ~~VelocityShares ETN assets totaled $0.3 billion and $0.2 billion as of March 31, 2022, and December 31, 2021, respectively.~~ VelocityShares index product assets, not included within our AUM, totaled ~~$1.7~~$1.3 billion and $1.9 billion as of ~~March 31,~~September 30, 2022, and December 31, 2021, respectively.

Our AUM and flows by capability for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in billions):


	Closing AUM														Closing AUM		Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,		June 30,						Net sales						Reclassifications		September 30,
	2021		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2022		2022		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2022
By capability
Equities	$	244.3	$	8.5	$	(12.3)	$	(3.8)	$	(19.2)	$	(1.3)	$	1.3	$	221.3	$	177.0	$	4.8	$	(8.9)	$	(4.1)	$	(7.5)	$	(3.6)	$	—	$	161.8
Fixed Income		79.6		6.0		(6.0)		—		(3.8)		(0.3)		—		75.5		64.5		4.4		(5.6)		(1.2)		(2.0)		(2.8)		—		58.5
Multi-Asset		59.7		2.3		(4.5)		(2.2)		(3.5)		(0.1)		—		53.9		46.5		1.5		(1.7)		(0.2)		(2.1)		(0.4)		—		43.8
Quantitative Equities		38.0		0.2		(5.9)		(5.7)		(2.6)		(0.1)		(29.6)		—
Alternatives		10.7		0.9		(1.1)		(0.2)		—		(0.2)		—		10.3		11.7		0.7		(1.0)		(0.3)		(0.4)		(0.5)		—		10.5
Total	$	432.3	$	17.9	$	(29.8)	$	(11.9)	$	(29.1)	$	(2.0)	$	(28.3)	$	361.0	$	299.7	$	11.4	$	(17.2)	$	(5.8)	$	(12.0)	$	(7.3)	$	—	$	274.6


	Closing AUM														Closing AUM		Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,		December 31,						Net sales						Reclassifications		September 30,
	2020		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2021		2021		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2022
By capability
Equities	$	219.4	$	10.5	$	(12.0)	$	(1.5)	$	7.3	$	(0.3)	$	—	$	224.9	$	244.3	$	18.8	$	(32.5)	$	(13.7)	$	(61.0)	$	(9.1)	$	1.3	$	161.8
Fixed Income		81.5		5.9		(5.5)		0.4		(2.1)		(0.3)		—		79.5		79.6		15.3		(19.8)		(4.5)		(9.8)		(6.8)		—		58.5
Multi-Asset		48.0		3.0		(2.2)		0.8		0.7		—		—		49.5		59.7		5.4		(8.7)		(3.3)		(11.7)		(0.9)		—		43.8
Quantitative Equities		42.0		0.2		(2.3)		(2.1)		1.5		(0.1)		—		41.3		38.0		0.2		(5.9)		(5.7)		(2.6)		(0.1)		(29.6)		—
Alternatives		10.7		1.1		(2.0)		(0.9)		0.2		(0.1)		—		9.9		10.7		6.0		(4.3)		1.7		(0.6)		(1.3)		—		10.5
Total	$	401.6	$	20.7	$	(24.0)	$	(3.3)	$	7.6	$	(0.8)	$	—	$	405.1	$	432.3	$	45.7	$	(71.2)	$	(25.5)	$	(85.7)	$	(18.2)	$	(28.3)	$	274.6


	Closing AUM														Closing AUM
	June 30,						Net sales						Reclassifications		September 30,
	2021		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2021
By capability
Equities	$	240.1	$	7.5	$	(10.1)	$	(2.6)	$	0.3	$	(1.6)	$	—	$	236.2
Fixed Income		80.5		4.7		(4.0)		0.7		(0.2)		(1.5)		—		79.5
Multi-Asset		53.2		2.6		(1.8)		0.8		0.1		(0.2)		—		53.9
Quantitative Equities		43.4		0.1		(4.5)		(4.4)		0.1		—		—		39.1
Alternatives		10.4		1.1		(0.8)		0.3		0.1		(0.2)		—		10.6
Total	$	427.6	$	16.0	$	(21.2)	$	(5.2)	$	0.4	$	(3.5)	$	—	$	419.3


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		September 30,
	2020		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2021
By capability
Equities	$	219.4	$	26.6	$	(32.6)	$	(6.0)	$	24.6	$	(1.8)	$	—	$	236.2
Fixed Income		81.5		16.5		(15.5)		1.0		(1.0)		(2.0)		—		79.5
Multi-Asset		48.0		8.0		(5.9)		2.1		4.0		(0.2)		—		53.9
Quantitative Equities		42.0		0.5		(8.3)		(7.8)		4.9		—		—		39.1
Alternatives		10.7		3.5		(3.8)		(0.3)		0.5		(0.3)		—		10.6
Total	$	401.6	$	55.1	$	(66.1)	$	(11.0)	$	33.0	$	(4.3)	$	—	$	419.3

(1)	Redemptions include the impact of client transfers, which could result in a positive balance on occasion.

(2)	FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD.

(3)	Disposals relate to the sale of Intech and reclassifications relate to a reclassification of existing funds from Quantitative Equities to Equities.

2631

Our AUM and flows by client type for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in billions):


	Closing AUM														Closing AUM		Closing AUM														Closing AUM
	December 31,						Net sales					��	Reclassifications		March 31,		June 30,						Net sales						Reclassifications		September 30,
	2021		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2022		2022		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2022
By client type:
Intermediary	$	215.0	$	14.0	$	(15.8)	$	(1.8)	$	(13.8)	$	(1.3)	$	(0.9)	$	197.2	$	165.0	$	8.1	$	(10.6)	$	(2.5)	$	(6.8)	$	(3.7)	$	—	$	152.0
Institutional		127.2		3.3		(12.4)		(9.1)		(7.8)		(0.6)		(27.4)		82.3		69.8		3.0		(5.6)		(2.6)		(2.1)		(3.2)		—		61.9
Self-directed		90.1		0.6		(1.6)		(1.0)		(7.5)		(0.1)		—		81.5		64.9		0.3		(1.0)		(0.7)		(3.1)		(0.4)		—		60.7
Total	$	432.3	$	17.9	$	(29.8)	$	(11.9)	$	(29.1)	$	(2.0)	$	(28.3)	$	361.0	$	299.7	$	11.4	$	(17.2)	$	(5.8)	$	(12.0)	$	(7.3)	$	—	$	274.6


	Closing AUM														Closing AUM		Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,		December 31,						Net sales						Reclassifications		September 30,
	2020		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2021		2021		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2022
By client type:
Intermediary	$	192.9	$	16.5	$	(15.4)	$	1.1	$	4.4	$	(0.4)	$	(1.8)	$	196.2	$	215.0	$	31.6	$	(41.6)	$	(10.0)	$	(42.8)	$	(9.3)	$	(0.9)	$	152.0
Institutional		127.6		3.3		(6.8)		(3.5)		1.7		(0.4)		1.8		127.2		127.2		12.8		(25.7)		(12.9)		(17.0)		(8.0)		(27.4)		61.9
Self-directed		81.1		0.9		(1.8)		(0.9)		1.5		—		—		81.7		90.1		1.3		(3.9)		(2.6)		(25.9)		(0.9)		—		60.7
Total	$	401.6	$	20.7	$	(24.0)	$	(3.3)	$	7.6	$	(0.8)	$	—	$	405.1	$	432.3	$	45.7	$	(71.2)	$	(25.5)	$	(85.7)	$	(18.2)	$	(28.3)	$	274.6


	Closing AUM														Closing AUM
	June 30,						Net sales						Reclassifications		September 30,
	2021		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2021
By client type:
Intermediary	$	206.7	$	12.9	$	(11.7)	$	1.2	$	0.4	$	(1.6)	$	—	$	206.7
Institutional		133.1		2.5		(8.3)		(5.8)		0.2		(1.7)		—		125.8
Self-directed		87.8		0.6		(1.2)		(0.6)		(0.2)		(0.2)		—		86.8
Total	$	427.6	$	16.0	$	(21.2)	$	(5.2)	$	0.4	$	(3.5)	$	—	$	419.3


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		September 30,
	2020		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2021
By client type:
Intermediary	$	192.9	$	42.9	$	(40.6)	$	2.3	$	15.2	$	(1.9)	$	(1.8)	$	206.7
Institutional		127.6		10.0		(21.1)		(11.1)		9.8		(2.3)		1.8		125.8
Self-directed		81.1		2.2		(4.4)		(2.2)		8.0		(0.1)		—		86.8
Total	$	401.6	$	55.1	$	(66.1)	$	(11.0)	$	33.0	$	(4.3)	$	—	$	419.3

Average Assets Under Management

The following table presents our average AUM by capability for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in billions):

Three months ended

Three months ended

March 31,

March 31,

By capability

2022

2021

2022 vs. 2021

Equities

$
222.9

$
223.6

(0)

%
Fixed Income

77.5

80.9

(4)

%
Multi-Asset

54.5

48.7

12

%
Quantitative Equities

31.2

41.5

(25)

%
Alternatives

10.6

10.6

0

%
Total

$
396.7

$
405.3

(2)

%


	Three months ended				Nine months ended				Three months ended		Nine months ended
	September 30,				September 30,				September 30,		September 30,
By capability	2022		2021		2022		2021		2022 vs. 2021		2022 vs. 2021
Equities	$	182.4	$	243.5	$	200.6	$	234.2	(25)	%	(14)	%
Fixed Income		63.7		80.9		70.0		80.8	(21)	%	(13)	%
Multi-Asset		47.5		54.9		50.5		51.8	(13)	%	(3)	%
Quantitative Equities		—		41.9		10.3		42.1	n/m	*	(76)	%
Alternatives		11.4		10.7		11.7		10.5	7	%	11	%
Total	$	305.0	$	431.9	$	343.1	$	419.4	(29)	%	(18)	%
* n/m — Not meaningful.

Closing Assets Under Management

The following table presents the closing AUM by client location as of ~~March 31,~~September 30, 2022 and 2021 (in billions):


			Closing AUM		Closing AUM
	Closing AUM		September 30,		September 30,
By client location	December 31, 2021		2022		2021
North America	$	207.6	$	161.5	$	233.4
EMEA and LatAm		116.4
EMEA and Latin America				82.3		128.1
Asia Pacific		37.0		30.8		57.8
Total	$	361.0	$	274.6	$	419.3

Valuation of Assets Under Management

The fair value of our AUM is based on the value of the underlying cash and investment securities of our funds, trusts and segregated mandates. A significant proportion of these securities is listed or quoted on a recognized securities exchange or market and is regularly traded thereon; these investments are valued based on unadjusted quoted market prices. However, for non-U.S. equity securities held by U.S. mutual funds, excluding exchange-traded funds (“ETFs”), the

quoted market prices may be adjusted to capture market movement between the time the local market closes and the NYSE closes. Other investments, including over-the-counter (“OTC”) derivative contracts (which are dealt in or through a clearing firm, exchanges or financial institutions), are valued by reference to the most recent official settlement price quoted by the appointed market vendor, and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued monthly by a specialist independent appraiser.

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

Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities. Daily price validation is completed using techniques such as day-on-day tolerance movements, invariant

prices, excessive movement checks and intra-vendor tolerance checks. Our data management team performs oversight of this process and completes annual due diligence on the processes of third parties.

In other cases, we and the sub-administrators perform a number of procedures to validate the pricing received from third-party providers. For actively traded equity and fixed income securities, prices are received daily from both a primary and secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant day-to-day price changes require additional research, which may include a review of all news pertaining to the issue and issuer, and any corporate actions. All fixed income prices are reviewed by our fixed income trading desk to incorporate market activity information available to our traders. In the event the traders have received price indications from market makers for a particular issue, this information is transmitted to the pricing vendors.

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

Results of Operations

Foreign Currency Translation

Foreign currency translation impacts our Results of Operations. The translation of GBP to USD is the primary driver of foreign currency translation in expenses. The GBP weakened against the USD during the three and nine months ended ~~March 31,~~September 30, 2022, compared to the three and nine months ended ~~March 31,~~September 30, 2021. Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. Revenue is also impacted by foreign currency translation, but the impact is generally determined by the primary currency of the individual funds.

Revenue


					Three months										Three months		Nine months
	Three months ended				ended		Three months ended				Nine months ended				ended		ended
	March 31,				March 31,		September 30,				September 30,				September 30,		September 30,
	2022		2021		2022 vs. 2021		2022		2021		2022		2021		2022 vs. 2021		2022 vs. 2021
Revenue (in millions):
Management fees	$	514.0	$	514.9	(0)	%	$	426.2	$	564.5	$	1,393.8	$	1,623.5	(24)	%	(14)	%
Performance fees		(8.4)		17.0	n/m	*		(13.2)		0.6		(25.0)		95.0	n/m	*	n/m	*
Shareowner servicing fees		62.4		60.8	3	%		54.0		67.6		172.7		192.4	(20)	%	(10)	%
Other revenue		52.0		51.3	1	%		45.9		54.7		146.9		158.9	(16)	%	(8)	%
Total revenue	$	620.0	$	644.0	(4)	%	$	512.9	$	687.4	$	1,688.4	$	2,069.8	(25)	%	(18)	%
* n/m - Not meaningful.
* n/m — Not meaningful.

~~Total revenue~~Management fees

~~Total revenue~~Management fees decreased ~~$24.0~~by $138.3 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, primarily due to a decline in performance fee crystallizations within Société d’Investissement À Capital Variable (“SICAV”) and UK Open Ended Investment Companies (“OEICs”), and an increase in negative performance fees associated with U.S. mutual funds. Fluctuations inthe impact of lower average AUM, which caused management fees ~~shareowner servicing~~to decline by $143.3 million.

Management fees ~~and other revenue were insignificant.~~decreased by $229.7 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the impact of lower average AUM, which caused management fees to decline by $236.4 million.

Performance fees

Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other product range performance fees are recognized on a quarterly or annual basis. The investment management fees paid by each U.S. mutual fund subject to a performance fee is the base management fee plus or minus a performance fee adjustment, as determined by the relative investment performance of the fund compared to a specified benchmark index. Performance fees by product type consisted of the following for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 (in millions):



	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Performance fees (in millions):
SICAVs	$	—	$	12.4	$	0.8	$	1.0	$	2.0	$	63.6
UK OEICs and unit trusts		—		4.0		—		—		0.1		19.2
Offshore absolute return funds and other funds		5.7		2.2		0.1		1.1		10.5		3.5
Segregated mandates		(0.1)		2.3		2.5		—		2.0		4.2
Investment trusts						0.3		—		6.7		12.7
U.S. mutual funds		(14.0)		(3.9)		(16.9)		(1.5)		(46.3)		(8.2)
Total performance fees	$	(8.4)	$	17.0	$	(13.2)	$	0.6	$	(25.0)	$	95.0

For the three months ended September 30, 2022, performance fees decreased $13.8 million when compared to the three months ended September 30, 2021, primarily due to an increase in negative performance fees associated with U.S. mutual funds.

For the nine months ended September 30, 2022, performance fees decreased $120.0 million when compared to the nine months ended September 30, 2021, primarily due to a decline in Société d’Investissement À Capital Variable (“SICAV”) and UK Open Ended Investment Companies (“OEICs”) due to the relative performance of certain funds being below the established high-water mark, and an increase in negative performance fees associated with U.S. mutual funds.

Shareowner servicing fees

Shareowner servicing fees are primarily composed of mutual fund servicing fees, which are driven by AUM. For the three and nine months ended September 30, 2022, shareowner servicing fees decreased by $13.6 million and $19.7 million when compared to the three and nine months ended September 30, 2021, respectively, primarily due to a decrease in average AUM.

Other revenue

Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue. For the three and nine months ended September 30, 2022, other revenue decreased $8.8 million and $12.0 million when compared to the three and nine months ended September 30, 2021, respectively, primarily due to a decline in average AUM.

2935

Operating Expenses


						Three months										Three months		Nine months
		Three months ended				ended		Three months ended				Nine months ended				ended		ended
		March 31,				March 31,		September 30,				September 30,				September 30,		September 30,
		2022		2021		2022 vs. 2021		2022		2021		2022		2021		2022 vs. 2021		2022 vs. 2021
Operating expenses (in millions):
Employee compensation and benefits		$	164.6	$	174.6	(6)	%	$	142.5	$	166.2	$	452.1	$	533.2	(14)	%	(15)	%
Long-term incentive plans			51.4		53.5	(4)	%		41.1		35.0		133.2		138.3	17	%	(4)	%
Distribution expenses			141.8		127.4	11	%		118.7		142.1		388.3		406.8	(16)	%	(5)	%
Investment administration			14.8		12.6	17	%		12.5		13.0		37.6		38.7	(4)	%	(3)	%
Marketing	��		7.4		6.2	19	%		5.6		7.5		20.8		20.4	(25)	%	2	%
General, administrative and occupancy			73.1		63.0	16	%		64.7		65.5		210.1		194.2	(1)	%	8	%
Impairment of goodwill and intangible assets			32.8		3.6	n/m	*		—		—		—		44.4	n/m	*	n/m	*
Depreciation and amortization			9.5		10.6	(10)	%		7.1		9.8		24.3		30.5	(28)	%	(20)	%
Total operating expenses		$	495.4	$	451.5	10	%	$	392.2	$	439.1	$	1,266.4	$	1,406.5	(11)	%	(10)	%
* n/m - Not meaningful.
* n/m — Not meaningful.

Employee compensation and benefits

Employee compensation and benefits decreased by ~~$10.0~~$23.7 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, primarily driven by a decrease of ~~$18.1~~$20.6 million in variable compensation, mainly due to a lower annual bonus pool and other variable compensation, and favorable foreign currency translation of ~~$2.7 million and a $2.3 million decrease in project charges driven by less internal labor costs capitalized during the three months ended March 31, 2022.~~$8.7 million. These decreases were partially offset by $4.2 million of annual base-pay increases.

Employee compensation and benefits decreased by $81.1 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily driven by a ~~$6.8~~decrease of $86.4 million in variable compensation, mainly due to a lower annual bonus pool and other variable compensation, and favorable foreign currency translation of $18.4 million. These decreases were partially offset by $16.6 million of annual base-pay increases and a $7.1 million increase in ~~salary and benefits,~~fixed compensation costs, due to higher ~~headcount driven by the conversion of temporary staff to full-time employees and annual base-pay increases, which increased expenses during the three months ended March 31, 2022, by $6.2 million.~~headcount.

Long-term incentive plans

Long-term incentive plan expenses ~~decreased~~increased by ~~$2.1~~$6.1 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, primarily driven by a ~~$17.1~~$12.9 million increase for the roll-on of new awards exceeding the roll-off of vested awards and the acceleration of expense related to departed employees. These increases were partially offset by a $4.7 million decrease ~~in mark-to-market adjustments~~mainly due to market declines related to mutual fund share awards and certain long-term incentive awards, and favorable foreign currency translation of $1.8 million.

Long-term incentive plan expenses decreased by $5.1 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily driven by a $36.6 million decrease mainly due to market declines related to mutual fund share awards and certain long-term incentive awards, favorable foreign currency translation of $5.8 million and $2.1 million in lower payroll taxes on vested awards. These decreases were partially offset by ~~$12.5~~a $39.4 million increase for ~~accelerated vesting of awards due to the retirement of our CEO and Chief Information Officer (“CIO”), and $3.1 million due to~~ the roll-on of new awards exceeding the roll-off of vested ~~awards.~~awards and acceleration of expense mainly due to the retirement of our CEO and Chief Investment Officer (“CIO”) during the nine months ended September 30, 2022.

Distribution expenses

Distribution expenses are paid to financial intermediaries for the distribution and servicing of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses ~~increased~~decreased by ~~$14.4~~$23.4 million and $18.5 million during the three and nine months ended ~~March 31,~~September 30, 2022, compared to the three and nine months ended ~~March 31,~~September 30, 2021, respectively, primarily due to ~~the timing of adjustments~~a decline in average AUM subject to distribution ~~expenses.~~charges.

Investment administration

Investment administration expenses, which represent back-office operations (including fund administration and fund accounting), ~~increased~~decreased by ~~$2.2~~$0.5 million and $1.1 million during the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021, respectively, primarily due to favorable foreign currency translation.

Marketing

Marketing expenses decreased by $1.9 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, primarily due to a ~~$1.9 million increase~~decrease in ~~fund accounting and ad valorem expenses.~~

~~Marketing~~

Marketing expenses increased by $1.2 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to an increase in marketing events, sponsorships, and advertising ~~campaigns during the three months ended March 31, 2022.~~campaigns.

General, administrative and occupancy

General, administrative and occupancy expenses ~~increased~~decreased by ~~$10.1~~$0.8 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, primarily due to favorable foreign currency translation of $3.9 million. This decrease was partially offset by increases of ~~$6.4 million in consultancy fees related to certain project costs, $2.8~~$3.3 million in information technology costs, primarily driven by an increased investment in non-capitalizable hardware and software, and ~~$2.5~~$2.2 million in higher ~~market data expenses.~~travel and entertainment expenditures during the three months ended September 30, 2022.

General, administrative and occupancy expenses increased by $15.9 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to increases of $10.8 million in information technology costs, primarily driven by an increased investment in non-capitalizable hardware and software, $6.9 million in travel and entertainment expenditures and $5.7 million in consultancy fees related to certain project costs. These increases are partially offset by $7.7 million of favorable foreign currency translation.

Impairment of goodwill and intangible assets

Goodwill and intangible asset impairment charges ~~increased~~decreased by ~~$29.2~~$44.4 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2022, compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The ~~increase~~decrease is primarily due to a ~~$32.8~~$40.8 million ~~out-of-period incremental~~ impairment of ~~our goodwill recognized during the three months ended March 31, 2022, partially offset by~~certain indefinite-lived intangible assets and a $3.6 million impairment of the Perkins brand name recognized during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.

Depreciation and amortization

Depreciation and amortization expenses decreased ~~$1.1~~$2.7 million and $6.2 million during the three and nine months ended ~~March 31,~~September 30, 2022, compared to the three and nine months ended ~~March 31,~~September 30, 2021, respectively, primarily due to a ~~decrease~~reduction in the amortization of intangible assets resulting from the sale of Intech, as well as decreases in the amortization of prepaid commissions and in internally developed software as assets were retired or became fully amortized during the current year.

Non-Operating Income and Expenses


					Three months
	Three months ended				ended		Three months ended				Nine months ended
	March 31,				March 31,		September 30,				September 30,
	2022		2021		2022 vs. 2021		2022		2021		2022		2021
Non-operating income and expenses (in millions):
Interest expense	$	(3.2)	$	(3.2)	—	%	$	(3.1)	$	(3.2)	$	(9.5)	$	(9.6)
Investment gains (losses), net		(32.2)		1.6	n/m	*		11.0		4.7		(130.6)		8.1
Other non-operating expenses, net		(7.8)		(0.1)	n/m	*
Other non-operating income, net								13.9		3.6		6.7		0.8
Income tax provision		(22.8)		(43.1)	47	%		(27.9)		(53.3)		(95.3)		(175.7)
* n/m - Not meaningful.

Investment gains (losses), net

The components of investment gains (losses), net for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):


					Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Investment gains (losses), net (in millions):
Seeded investment products and hedges, net	$	(11.5)	$	5.6	$	3.3	$	1.4	$	(14.9)	$	4.4
Third-party ownership interests in seeded investment products		(20.1)		(8.0)		7.0		3.0		(114.1)		(1.1)
Long Tail Alpha investment		1.5		2.1		0.2		0.2		1.9		2.1
Deferred equity plan		(1.5)		1.9		1.0		0.2		(1.0)		2.3
Other		(0.6)		—		(0.5)		(0.1)		(2.5)		0.4
Investment gains (losses), net	$	(32.2)	$	1.6	$	11.0	$	4.7	$	(130.6)	$	8.1

Investment gains (losses), net moved ~~unfavorably~~favorably by ~~$33.8~~$6.3 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, and declined by $138.7 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. Movements in investment gains (losses), net are primarily due to consolidation of third-party ownership interests in seeded investment products and fair value adjustments in relation to our seeded investment ~~products, deferred equity plan~~products. Gains and ~~consolidation of~~losses attributable to third-party ownership interests in seeded investment ~~products.~~products are noncontrolling interests and are not included in net income attributable to JHG.

Other non-operating ~~expenses,~~income, net

Other non-operating ~~expenses,~~income, net ~~declined $7.7~~improved $10.3 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021. The ~~decrease~~improvement was primarily due to favorable foreign currency translation of $12.0 million, partially offset by a $1.8 million fair value adjustment to the Intech option agreement recognized during the three months ended September 30, 2022.

Other non-operating income, net improved $5.9 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. The increase was primarily due to $18.2 million of favorable foreign currency translation, partially offset by a loss of $9.1 million related to the sale of Intech and a $2.6 million fair value adjustment to the Intech option agreement recognized during the ~~three~~nine months ended ~~March 31,~~September 30, 2022. ~~This loss was partially offset by $1.9 million of favorable foreign currency translation when comparing the three months ended March 31, 2022, to the three months ended March 31, 2021.~~

Income tax provision

Our effective tax rates for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows:


	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Effective tax rate	28.0	%	22.6	%	19.6	%	21.0	%	33.0	%	26.5	%

The change in the effective tax rate for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, was primarily related to additional state tax benefits.

The effective tax rate for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2021, was impacted by a decrease in pre-tax book income with ana significant increase in the disallowed ~~non-controlling~~noncontrolling interest ~~loss. In addition, the effective tax rate was also impacted by excess tax benefit on equity-based vesting compensation.~~loss from a certain seeded investment product.

Net loss (income) attributable to noncontrolling interests

The components of net loss (income) attributable to noncontrolling interests for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021, were as follows (in millions):



	Three months ended				Three months ended				Nine months ended
	March 31,				September 30,				September 30,
	2022		2021		2022		2021		2022		2021
Net loss attributable to noncontrolling interests (in millions):
Net loss (income) attributable to noncontrolling interests (in millions):
Consolidated seeded investment products	$	20.1	$	8.0	$	(7.0)	$	(3.0)	$	114.1	$	1.1
Majority-owned subsidiaries		—		(0.2)		—		(0.3)		—		(0.5)
Total net loss attributable to noncontrolling interests	$	20.1	$	7.8
Total net loss (income) attributable to noncontrolling interests					$	(7.0)	$	(3.3)	$	114.1	$	0.6

Net loss (income) attributable to noncontrolling interests ~~improved~~declined by ~~$12.3~~$3.7 million during the three months ended ~~March 31,~~September 30, 2022, compared to the three months ended ~~March 31,~~September 30, 2021, and improved by $113.5 million during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. Movements in net loss attributable to noncontrolling interests primarily relate to third-party ownership interests in consolidated seeded investment products and fair value adjustments in relation to our seeded investment products.

Outlook for the Remainder of 2022 ~~Outlook~~

~~Our philosophy~~We have maintained a high degree of ~~maintaining strong~~ financial operating leverage with continuous cost discipline ~~while reinvesting~~balanced with strategic investments in our business. We performed an extensive review of our expense model and are moving forward with approximately $40 million to $45 million in gross cost-efficiencies. We expect to realize approximately one third of gross run-rate efficiencies in the ~~business to deliver on our strategic priorities continues in 2022. Current areas~~fourth quarter 2022 and the remaining efficiencies by the end of ~~focus for reinvestment include distribution, technology~~2023. Efficiencies will come from an equal split between compensation and investment themes, such as environmental, social and governance factors (“ESG”). We also expect an increase in spending on travel and entertainment as pandemic-related restrictions continue to ease. Non-compensation operating expensesnon-compensation expenses. Non-recurring implementation charges associated with delivering gross cost efficiencies are ~~expected to increase in the low teens, on a percentage basis, while adjusted compensation to revenue ratio is~~ expected to be in the ~~low 40s~~range of $30 million to $35 million. The gross cost efficiencies will be offset by investments in ~~2022. In addition, we expect~~our business and infrastructure to fuel growth; however, the ~~sale of Intech to have an insignificant effect on our revenue and expenses for the remainder of 2022.~~timing may not happen concurrently.

~~Performance fees associated with U.S. mutual funds~~Revised full-year 2022 expectations are ~~expected to further deteriorate in 2022. With benchmark performance for the remainder of 2022, we expect U.S. mutual fund performance fees of approximately negative $60.0 million on an annual basis.~~listed below:

●

Aggregate negative performance fees for full-year 2022 are expected to be in the range of $38 million to $42 million, at current investment performance.

●

Closing AUM as of September 30, 2022 was significantly lower than year-to-date average AUM. If AUM remains flat, we would anticipate 2023 revenues to reflect the impact of lower AUM.

●

Adjusted compensation to revenue ratio is expected to be at the 44% to 45% range.

●

Adjusted non-compensation operating expenses annual growth is expected to be in the low-single digits.

●

Statutory tax rate of 23% to 25%.

We also anticipate certain macroeconomic headwinds for the remainder of 2022, including volatile and potentially declining markets, rising interest rates, inflation and the Russia/Ukraine conflict, which could have an adverse impact to our revenue and expenses.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. However, JHG management evaluates our profitability and our ongoing operations using additional non-GAAP financial measures. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other companies. Management uses these performance measures to evaluate the business, and adjusted values are consistent with internal management reporting. We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures.

3340

Alternative performance measures

The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the three months ended ~~March 31,~~September 30, 2022 and 2021 (in millions, except per share and operating margin data):


	Three months ended				Three months ended
	March 31,				September 30,
	2022		2021		2022		2021
Reconciliation of revenue to adjusted revenue
Revenue	$	620.0	$	644.0	$	512.9	$	687.4
Management fees		(57.0)		(46.8)		(46.0)		(53.0)
Shareowner servicing fees		(52.2)		(50.0)		(43.7)		(55.4)
Other revenue		(32.6)		(30.6)		(29.0)		(33.7)
Adjusted revenue⁽¹⁾	$	478.2	$	516.6	$	394.2	$	545.3
Reconciliation of operating expenses to adjusted operating expenses
Operating expenses	$	495.4	$	451.5	$	392.2	$	439.1
Long-term incentive plans⁽²⁾		(13.0)		0.1		(2.4)		0.1
Distribution expenses⁽¹⁾		(141.8)		(127.4)		(118.7)		(142.1)
General, administrative and occupancy⁽²⁾		(6.5)		(3.6)		(1.7)		(2.9)
Impairment of goodwill and intangible assets⁽³⁾		(32.8)		(3.6)
Depreciation and amortization⁽³⁾		(1.9)		(1.9)		(0.6)		(1.9)
Adjusted operating expenses	$	299.4	$	315.1	$	268.8	$	292.3
Adjusted operating income		178.8		201.5		125.4		253.0
Operating margin⁽⁴⁾		20.1%		29.9%		23.5%		36.1%
Adjusted operating margin⁽⁵⁾		37.4%		39.0%		31.8%		46.4%
Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG
Net income attributable to JHG	$	78.7	$	155.5	$	107.6	$	196.8
Long-term incentive plans⁽²⁾		13.0		(0.1)		2.4		(0.1)
General, administrative and occupancy⁽²⁾		6.5		3.6		1.7		2.9
Impairment of goodwill and intangible assets⁽³⁾		32.8		3.6
Depreciation and amortization⁽³⁾		1.9		1.9		0.6		1.9
Investment gains (losses), net⁽⁶⁾		—		0.2
Other non-operating expenses, net(6)		7.5		(1.8)
Other non-operating income (expenses), net⁽⁶⁾						(10.3)		(1.6)
Income tax provision⁽⁷⁾		(14.6)		(1.4)		(0.9)		(0.4)
Adjusted net income attributable to JHG		125.8		161.5		101.1		199.5
Less: allocation of earnings to participating stock-based awards		(3.2)		(5.0)		(3.3)		(5.5)
Adjusted net income attributable to JHG common shareholders	$	122.6	$	156.5	$	97.8	$	194.0
Weighted-average common shares outstanding — diluted (two class)		164.5		171.8		160.9		167.8
Diluted earnings per share (two class)⁽⁸⁾	$	0.47	$	0.88	$	0.65	$	1.14
Adjusted diluted earnings per share (two class)⁽⁹⁾	$	0.75	$	0.91	$	0.61	$	1.16

3441

(1)

We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for ~~distribution~~distribution- and ~~servicing related~~servicing-related activities are either provided for separately in an investment product’s prospectus or are part of the management fee. Under both arrangements, the fees are collected by us and passed through to third-party intermediaries who are responsible for performing the applicable services. The majority of distribution and servicing fees we collect are passed through to third-party intermediaries. JHG management believes that the deduction of distribution and servicing fees from revenue in the computation of adjusted revenue reflects the pass-through nature of these revenues. In certain arrangements, we perform the distribution and servicing activities and retain the applicable fee. Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue.

(2)

Adjustments for the three months ended ~~March 31,~~September 30, 2022, consist primarily of long-term incentive plan expense ~~associated with accelerated vesting of awards~~acceleration related to the ~~retirement~~departure of ~~our CEO and CIO, deal costs associated with the sale of Intech~~certain employees and rent expense for subleased office space. Adjustments for the three months ended ~~March 31,~~September 30, 2021, consist primarily of rent expense for subleased office space. JHG management believes these costs do not represent our ongoing operations.

(3)

Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. In addition, the adjustment for the three months ended March 31, 2022, includes an out-of-period incremental goodwill impairment charge, and the adjustment for the three months ended March 31, 2021, includes an impairment charge related to our trademarks. JHG management believes these non-cash and acquisition-related costs are not representative of our ongoing operations.

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

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

(6)

Adjustments ~~primarily relate to contingent consideration adjustments associated with prior acquisitions. In addition, the adjustment~~ for the three months ended ~~March 31,~~September 30, 2022, ~~includes a one-time charge~~primarily relate to accumulated foreign currency translation expense related to liquidated JHG entities and rental income from subleased office space. Adjustments for the ~~sale~~three months ended September 30, 2021, consist primarily of ~~Intech.~~rental income from subleased office space. JHG management believes these costs are not representative of our ongoing operations.

(7)	The tax impact of the adjustments is calculated based on the applicable U.S. or foreign statutory tax rate as it relates 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.

LIQUIDITY AND CAPITAL RESOURCES

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

3542

The following table summarizes key balance sheet data relating to our liquidity and capital resources as of ~~March 31,~~September 30, 2022, and December 31, 2021 (in millions):


	March 31,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
Cash and cash equivalents held by the Company	$	782.0	$	1,106.0	$	1,017.6	$	1,106.0
Investment securities held by the Company	$	510.3	$	551.0	$	352.7	$	551.0
Fees and other receivables	$	322.6	$	351.6	$	220.5	$	351.6
Debt	$	309.7	$	310.4	$	308.2	$	310.4

Cash and cash equivalents consist primarily of cash at banks and held in money market funds. Cash and cash equivalents exclude cash held by consolidated VIEs and consolidated VREs, and investment securities exclude noncontrolling interests as these assets are not available for general corporate purposes.

Investment securities held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments.

We believe that existing cash and cash from operations should be sufficient to satisfy our short-term capital requirements. Expected short-term uses of cash include ordinary operating expenditures, seed capital investments, interest expense, dividend payments, income tax payments and common stock repurchases. We may also use available cash for other general corporate purposes and acquisitions.

Regulatory Capital

We are subject to regulatory oversight by the SEC, the Financial Industry Regulatory Authority (“FINRA”), the U.S. Commodity Futures Trading Commission (“CFTC”), the Financial Conduct Authority (“FCA”) and other international regulatory bodies. We strive to ensure that we are compliant with our regulatory obligations at all times. Our primary capital requirement relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Janus Henderson (UK) Holdings Limited, all of its subsidiaries and Janus Henderson Investors International Limited (“JHIIL”). JHIIL is included as a connected undertaking to meet the requirements of the Investment Firm Prudential Regime (“IFPR”) for MiFID investment firms (“MIFIDPRU”). The combined capital requirement is £204.2 million ($~~268.9~~227.9 million), resulting in ~~£256.7~~£227.0 million ($~~338.0~~253.4 million) of capital above the requirement as of ~~March 31,~~September 30, 2022, based upon internal calculations and taking into account the effect of dividends ~~related~~relating to ~~first~~third quarter 2022 ~~results that will be paid in the second quarter 2022.~~results. Capital requirements in other jurisdictions are not significant in aggregate. The FCA-supervised regulatory group is also subject to liquidity requirements and holds a sufficient surplus above these requirements.

Short-Term Liquidity and Capital Resources

Common Stock Repurchases

On May 3, 2022, the Board approved a new on-market share buyback program (“2022 Corporate Buyback Program”) pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CHESS Depository Interests (“CDIs”) on the Australian Securities Exchange (“ASX”) at any time prior to the date of our 2023 Annual General Meeting of Shareholders.

On July 28, 2021, the Board approved an on-market share buyback program (“2021 Corporate Buyback Program”) pursuant to which we were authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2022 Annual General Meeting of Shareholders. We commenced repurchases under the ~~2021~~2022 Corporate Buyback Program in ~~August 2021, and~~May 2022. We did not repurchase any shares of common stock or CDIs under the 2022 Corporate Buyback Program during the three months ended ~~March 31, 2022, we repurchased 1,258,640 shares of our common stock and CDIs for $43.3 million.~~September 30, 2022.

common stock that we repurchase on-market for this purpose. We purchased ~~2,931,432~~466,461 shares at an average price of ~~$32.43~~$21.78 in satisfaction of employee awards and entitlements during the three months ended ~~March 31,~~September 30, 2022.

Dividends

The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including our results of operations, financial condition, capital requirements, general business conditions and legal requirements.

Dividends declared and paid during the ~~three~~nine months ended ~~March 31,~~September 30, 2022, were as follows:

Dividend

Date

Dividends paid

Date

Dividend

Date

Dividends paid

Date

per share

declared

(in US$ millions)

paid

per share

declared

(in US$ millions)

paid

0.38

February 2, 2022

64.3

February 28, 2022

0.38

February 2, 2022

64.3

February 28, 2022

0.39

May 3, 2022

65.5

May 31, 2022

0.39

July 27, 2022

64.7

August 24, 2022

Long-Term Liquidity and Capital Resources

Expected long-term commitments as of ~~March 31,~~September 30, 2022, include principal and interest payments related to the 2025 Senior Notes and operating and finance lease payments. We expect to fund our long-term commitments with existing cash and cash generated from operations or by accessing capital and credit markets as necessary.

2025 Senior Notes

The 2025 Senior Notes have a principal amount of $300.0 million, pay interest at 4.875% semiannually on February 1 and August 1 of each year, and mature on August 1, 2025.

Defined Benefit Pension Plan

The latest triennial valuation of our defined benefit pension plan resulted in a surplus of ~~$2.6~~$2.2 million.

Off-Balance Sheet Arrangements

As of ~~March 31,~~September 30, 2022, we have a ~~$10.0~~$5.5 million unfunded loan commitment with Intech, which is not reflected in our condensed consolidated financial statements. Refer to Note 2 — Dispositions for further information on the loan commitment.

Other Sources of Liquidity

At ~~March 31,~~September 30, 2022, we had a $200 million Credit Facility. The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is February 16, 2024. Additionally, as a result of LIBOR’s ~~phase out,~~phase-out, our credit facility was amended to incorporate other short-term borrowing rates. Specifically, the SOFR was designated as the successor rate to USD LIBOR, and the SONIA was designated as the successor rate to GBP LIBOR.

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

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

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Cash Flows

Cash flow data for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, was as follows (in millions):


	Three months ended				Nine months ended
	March 31,				September 30,
	2022		2021		2022		2021
Cash flows provided by (used for):
Operating activities	$	(57.5)	$	25.8	$	327.3	$	614.2
Investing activities		(16.9)		23.4		111.0		(265.8)
Financing activities		(214.8)		(322.5)		(415.2)		(497.4)
Effect of exchange rate changes on cash and cash equivalents		(16.0)		1.8		(106.0)		(14.5)
Net change in cash and cash equivalents		(305.2)		(271.5)		(82.9)		(163.5)
Cash balance at beginning of period		1,118.6		1,108.1		1,118.6		1,108.1
Cash balance at end of period	$	813.4	$	836.6	$	1,035.7	$	944.6

Operating Activities

Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. Cash inflows from operating activities decreased during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, due to lower revenue and net income, driven by significant declines in global markets during the nine months ended September 30, 2022.

Investing Activities

Cash provided by (used for) ~~provided by~~ investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, was as follows (in millions):


	Three months ended				Nine months ended
	March 31,				September 30,
	2022		2021		2022		2021
(Purchases) sales of investment securities, net	$	(34.2)	$	51.4
Sales (purchases) of investment securities, net					$	34.8	$	(196.5)
Sales (purchases) of investment securities by consolidated seeded investment products, net		13.0		(28.1)		21.7		(58.0)
Purchases of property, equipment and software		(2.9)		(1.6)		(10.3)		(5.9)
Cash received (paid) on settled seed capital hedges, net		11.7		(1.8)		62.6		(12.6)
Receipt of contingent consideration payments from sale of subsidiaries						—		6.1
JHG long-term note with Intech						(13.2)		—
Proceeds from sale of Intech						14.9		—
Other		(4.5)		3.5		0.5		1.1
Cash (used for) provided by investing activities	$	(16.9)	$	23.4
Cash provided by (used for) investing activities					$	111.0	$	(265.8)

Cash inflows from investing activities were $111.0 million during the nine months ended September 30, 2022, and cash outflows from investing activities were ~~$16.9~~$265.8 million during the ~~three~~nine months ended ~~March 31, 2022, and cash inflows from investing activities were $23.4 million during the three months ended March 31,~~September 30, 2021. Cash ~~outflows~~inflows from investing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2022, were primarily due to cash received from the settlement of hedges related to our seed capital hedge program, net ~~purchases~~sales of investment ~~securities.~~securities, and net sales of investment securities by consolidated seeded investment products. When comparing the ~~three~~nine months ended ~~March 31,~~September 30, 2022, to the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the change in cash provided by (used for) ~~provided by~~ investing activities was primarily due to increases in net ~~purchases~~sales of investment securities, ~~partially offset by increases in~~ net sales of investment securities by consolidated seeded investment products and cash received from the settlement of hedges related to our seed capital hedge program.

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Financing Activities

Cash used for financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, was as follows (in millions):


	Three months ended				Nine months ended
	March 31,				September 30,
	2022		2021		2022		2021
Dividends paid to shareholders	$	(64.3)	$	(61.7)	$	(194.5)	$	(191.5)
Third-party (purchases) sales in consolidated seeded investment products, net		(11.7)		30.2		(16.2)		61.2
Purchase of common stock for stock-based compensation plans		(94.5)		(61.5)		(106.7)		(72.1)
Purchase of common stock from Dai-ichi Life and share buyback program		(43.3)		(230.2)		(98.9)		(305.2)
Proceeds from stock-based compensation plans		0.5		0.8		3.3		10.9
Other		(1.5)		(0.1)		(2.2)		(0.7)
Cash used for financing activities	$	(214.8)	$	(322.5)	$	(415.2)	$	(497.4)

Cash outflows from financing activities were ~~$214.8~~$415.2 million and ~~$322.5~~$497.4 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively. Cash outflows from financing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2022, were primarily due to dividends paid to shareholders, purchases of common stock related to the share buyback program and for stock-based compensation plans, and ~~the share buyback program, dividends paid to shareholders and~~ net third-party purchases ~~in investment~~of securities within consolidated seeded investment products. When comparing the ~~three~~nine months ended ~~March 31,~~September 30, 2022, to the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the change in cash used for financing activities was primarily due to ~~an increase in third-party purchases in consolidated seeded investment products and the purchase of common stock for stock-based compensation plans. These increases were partially offset by~~ the purchase of common stock from Dai-ichi Life, as part of the Dai-ichi Life secondary public offering, which was recognized during the ~~three~~nine months ended ~~March~~September 30, 2021. This decrease was partially offset by an increase in third-party purchases in consolidated seeded investment products and purchases of common stock for stock-based compensation plans, recognized during the nine months ended September 30, 2022.

CRITICAL ACCOUNTING ESTIMATES

We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third-party professionals, as appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances. Actual results could differ from those estimates made by management. There were no material changes to our critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in our exposure to market risks from that previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 4. Controls and Procedures

As of ~~March 31,~~September 30, 2022, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are designed by us to ensure that we record, process, summarize and report within the time periods specified in the SEC’s rule and forms the information we must disclose in reports that we file with or submit to the SEC. Ali Dibadj, our Chief Executive Officer, and Roger Thompson, our ~~interim CEO and~~ Chief Financial Officer, reviewed and participated in management’s evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Dibadj and Mr. Thompson concluded that as of the date of their evaluation, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~first~~third quarter of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1. Financial Statements, Note 15 — Commitments and Contingencies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock Purchases

On May 3, 2022, the Board approved the 2022 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2023 Annual General Meeting of Shareholders.

On July 28, 2021, the Board approved the 2021 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2022 Annual General Meeting of Shareholders. We commenced repurchases under the ~~2021~~2022 Corporate Buyback Program in ~~August 2021, and~~May 2022. We did not repurchase any shares of common stock or CDIs under the 2022 Corporate Buyback Program during the three months ended ~~March 31, 2022, we repurchased 1,258,640 shares of our common stock and CDIs for $43.3 million.~~September 30, 2022.

Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements. We usually satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plans Repurchases”). During the ~~first~~third quarter 2022, we purchased ~~2,931,432~~466,461 shares on-market for ~~$95.1~~$10.2 million in satisfaction of employee awards and entitlements.

The following is a summary of our common stock repurchases by month during the three months ended ~~March 31,~~September 30, 2022, including repurchases under the ~~2021~~2022 Corporate Buyback ~~Programs~~Program and Share Plans ~~Repurchases.~~Repurchases:


	Total			Total number of shares	Approximate U.S. dollar value		Total			Total number of shares	Approximate U.S. dollar value
	number of	Average		purchased as part of	of shares that may yet		number of	Average		purchased as part of	of shares that may yet
	shares	price paid per		publicly announced	be purchased under the		shares	price paid per		publicly announced	be purchased under the
Period	purchased	share		programs	programs (end of month, in millions)		purchased	share		programs	programs (end of month, in millions)
January 1, 2022, through January 31, 2022	2,951	$	36.09	—	$	58
February 1, 2022, through February 28, 2022	1,343,351		33.87	—	$	58
March 1, 2022, through March 31, 2022	2,843,770		32.62	1,258,640	$	15
July 1, 2022, through July 31, 2022							29,100		23.99	—	$	144
August 1, 2022, through August 31, 2022							3,554		23.80	—	$	144
September 1, 2022, through September 30, 2022							433,807		21.62	—	$	144
Total	4,190,072	$	33.02	1,258,640			466,461	$	21.78	—

Items 3, 4 and 5.

Not applicable.

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Item 6. Exhibits

Filed with ~~this~~This Report:


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

10.1	CEO Offer Letter, dated March 23, 2022, between Janus Henderson Group plc and Ali Dibadj*	10

10.2	Severance Rights Agreement, dated March 23, 2022, between Janus Henderson Investors US LLC and Ali Dibadj*	10

10.3	Service Agreement between Henderson Administrative Limited and Georgina Fogo, effective from March 15, 2018*	10

15.1	Letter regarding unaudited interim financial information	15

31	Certification of Roger Thompson, interim Chief Executive Officer and Chief Financial Officer of Registrant	31

32	Certification of Roger Thompson, interim Chief Executive Officer and 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
31.1			Certification of Ali Dibadj, Chief Executive Officer of Registrant	31
31.2			Certification of Roger Thompson, Chief Financial Officer of Registrant	31
32.1			Certification of Ali Dibadj, 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 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 Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	101	XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	101

101.SCH	Inline XBRL Taxonomy Extension Schema Document	101	Inline XBRL Taxonomy Extension Schema Document	101

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	101	Inline XBRL Taxonomy Extension Calculation Linkbase Document	101

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	101	Inline XBRL Taxonomy Extension Definition Linkbase Document	101

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	101	Inline XBRL Taxonomy Extension Label Linkbase Document	101

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	101	Inline XBRL Taxonomy Extension Presentation Linkbase Document	101
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)	104

	*Management contract or compensatory plan or agreement.

4148

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: ~~May 4,~~October 31, 2022


Janus Henderson Group plc

/s/ Ali Dibadj
Ali Dibadj,
Chief Executive Officer
(Principal Executive Officer)

/s/ Roger Thompson
Roger Thompson,
~~Interim Chief Executive Officer~~
Chief Financial Officer
(~~Interim Principal Executive Officer and~~ Principal Financial Officer)

/s/ Brennan Hughes
Brennan Hughes,
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)

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