# JANUS HENDERSON GROUP PLC (JHG) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from JANUS HENDERSON GROUP PLC's 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1274173/000143774925005488/jhg20241231_10k.htm
Accession: 0001437749-25-005488
Filing date: 2025-02-27
Report date: 2024-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/JHG/
All MD&A years: /company/JHG/mda/
Previous year: /company/JHG/mda/fy2022/ (FY 2022)
Next year: /company/JHG/mda/fy2025/ (FY 2025)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. Our strategy revolves around three strategic pillars: Protect & Grow, Amplify, and Diversify, emphasizing relentless focus and disciplined execution in our core business for future success as a global active asset manager. Our strategy aims to foster sustained organic growth while also capitalizing on opportunistic inorganic growth opportunities to generate value for all of our stakeholders. We serve a diverse clientele worldwide, comprising intermediaries, institutional investors and self-directed clients. To cater to regional needs effectively, we maintain local presence across most markets and provide investment materials tailored to local customs, preferences and languages supported by our global distribution team. 

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, our Chief Executive Officer (“CEO”), on an aggregated basis. Strategic and financial management decisions are determined centrally by 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 an HWM. 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 contracts allow for negative performance fees where there is underperformance against the relevant index.

2024 SUMMARY

2024 Financial Highlights

[[GREPCENT_TABLE]]
[["","\u25cf","Solid long-term investment performance, with 65%, 72%, 55% and 73% of our AUM outperforming benchmarks on a one-, three-, five- and 10-year basis, respectively, as of December 31, 2024."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","AUM increased to $378.7 billion, up 13% from the year ended December 31, 2023, primarily due to positive market performance."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","Net inflows for the year ended December 31, 2024, were $2.4 billion, compared to $(0.7) billion of net outflows for the year ended December 31, 2023."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","2024 diluted earnings per share was $2.56, or $3.53 on an adjusted basis. Refer to the Non-GAAP Financial Measures section for information on adjusted non-GAAP figures."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","Strong balance sheet and cash generation, with $1.2 billion in cash and cash equivalents and $694.6 million of cash provided by operating activities in the year ended December 31, 2024."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","During the year ended December 31, 2024, the Board of Directors declared and paid dividends of $1.56 per share."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","During the year ended December 31, 2024, we acquired 6,035,388 shares of our common stock for $208.2 million as part of the share buyback program."]]
[[/GREPCENT_TABLE]]

 ​

22

Table of Contents

Financial Summary

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

Revenue for the year ended December 31, 2024, was $2,473.2 million, an increase of $371.4 million, or 18%, compared to the year ended December 31, 2023. The key drivers of the increase were:

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","An increase of $257.6 million in management fees primarily due to the impact of higher average AUM."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","An increase of $65.3 million in performance fees due to an improvement in the performance of U.S. mutual funds, SICAVs and absolute return funds and other funds."]]
[[/GREPCENT_TABLE]]

​Total operating expenses for the year ended December 31, 2024, were $1,827.5 million, an increase of $209.4 million, or 13%, compared to operating expenses for the year ended December 31, 2023. Key drivers of the increase include the following:

[[GREPCENT_TABLE]]
[["","\u25cf","An increase of $65.0 million in distribution expenses primarily due to higher average AUM."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","An increase of $122.8 million in employee compensation and benefits primarily due to higher variable compensation expenses."]]
[[/GREPCENT_TABLE]]

 ​

Operating income for the year ended December 31, 2024, was $645.7 million, an increase of $162.0 million, or 33%, compared to the year ended December 31, 2023. Our operating margin was 26.1% in 2024 compared to 23.0% in 2023.

Net income attributable to JHG for the year ended December 31, 2024, was $408.9 million, an increase of $16.9 million, or 4%, compared to the year ended December 31, 2023. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance include the following:

[[GREPCENT_TABLE]]
[["","\u25cf","A favorable movement of $27.4 million in investment gains (losses), net. Movements in investment gains (losses), net are primarily due to market movements in relation to our seeded investment products and derivative instruments and the consolidation or deconsolidation of third-party ownership interests in seeded investment products."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["","\u25cf","An unfavorable movement of $99.2 million in other non-operating income (expense), net, primarily due to a $138.1 million reclassification of accumulated foreign currency translation adjustments to net income related to liquidated JHG entities."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","A $66.0 million increase in our income tax provision, primarily due to higher operating income in 2024."]]
[[/GREPCENT_TABLE]]

Investment Performance of Assets Under Management

 ​

The following table is a summary of our investment performance as of December 31, 2024:

 ​

[[GREPCENT_TABLE]]
[["Percentage of AUM outperforming benchmark(1):","","1 year","","","3 years","","","5 years","","","10 years"],["Equities","","","50","%","","","62","%","","","37","%","","","62","%"],["Fixed Income","","","91","%","","","84","%","","","86","%","","","94","%"],["Multi-Asset","","","93","%","","","96","%","","","97","%","","","97","%"],["Alternatives","","","85","%","","","85","%","","","100","%","","","100","%"],["Total","","","65","%","","","72","%","","","55","%","","","73","%"]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(1)","Outperformance is measured based on composite performance gross of fees versus primary benchmark, except where a strategy has no benchmark index or corresponding composite in which case the most relevant metric is used: (1) composite gross fees versus zero for absolute return strategies, (2) fund net of fees versus primary index or (3) fund net of fees versus Morningstar peer group average or median. Non-discretionary and separately managed account assets are included with a corresponding composite where applicable. Cash management vehicles, ETF-enhanced beta strategies, legacy Tabula passive ETFs, Fixed Income Buy & Maintain mandates, legacy NBK Capital Partners and Victory Park Capital funds, Managed CDOs, Private Equity funds and custom non-discretionary accounts with no corresponding composite are excluded from the analysis. Excluded assets represent 4% of AUM for the period ended December 31, 2024."]]
[[/GREPCENT_TABLE]]

Assets Under Management

Our AUM as of December 31, 2024, was $378.7 billion, an increase of $43.8 billion, or 13%, from December 31, 2023, driven primarily by positive market movements of $41.8 billion.

 ​

Our non-USD AUM is primarily denominated in GBP, EUR and AUD. During the year ended December 31, 2024, the USD strengthened against GBP, EUR and AUD, resulting in a $4.7 billion decrease in our AUM. As of December 31, 2024, approximately 26% of our AUM was non-USD-denominated.

23

Table of Contents

Our AUM and flows by capability for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions): 

[[GREPCENT_TABLE]]
[["\u200b","","Closing AUM","","","\u200b","","","\u200b","","","","","","","","","","","","","","","","","","","Closing AUM"],["","","December 31,","","","","","","","","","","","Net sales","","","","","","","","","","","Acquisitions and","","","December 31,"],["\u200b","","2023","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","reclassifications(3)","","","2024"],["By capability:","","\u200b","","","\u200b","","","\u200b"],["Equities","","$","205.1","","","$","31.1","","","$","(37.6",")","","$","(6.5",")","","$","32.7","","","$","(1.9",")","","$","\u2014","","","$","229.4"],["Fixed Income","","","71.5","","","","29.5","","","","(18.7",")","","","10.8","","","","1.9","","","","(2.4",")","","","0.9","","","","82.7"],["Multi-Asset","","","48.9","","","","6.3","","","","(8.2",")","","","(1.9",")","","","6.4","","","","(0.2",")","","","(0.1",")","","","53.1"],["Alternatives","","","9.4","","","","3.6","","","","(3.6",")","","","\u2014","","","","0.8","","","","(0.2",")","","","3.5","","","","13.5"],["Total","","$","334.9","","","$","70.5","","","$","(68.1",")","","$","2.4","","","$","41.8","","","$","(4.7",")","","$","4.3","","","$","378.7"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u200b","","Closing AUM","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","Closing AUM"],["\u200b","","December 31,","","","\u200b","","","\u200b","","","Net sales","","","\u200b","","","\u200b","","","","","","December 31,"],["\u200b","","2022","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","Reclassifications(3)","","","2023"],["By capability:"],["Equities","","$","171.3","","","$","31.0","","","$","(33.2",")","","$","(2.2",")","","$","34.8","","","$","2.1","","","$","(0.9",")","","$","205.1"],["Fixed Income","","","59.8","","","","24.1","","","","(16.9",")","","","7.2","","","","3.8","","","","0.7","","","","\u2014","","","","71.5"],["Multi-Asset","","","45.5","","","","4.1","","","","(7.7",")","","","(3.6",")","","","6.2","","","","0.2","","","","0.6","","","","48.9"],["Alternatives","","","10.7","","","","1.7","","","","(3.8",")","","","(2.1",")","","","0.3","","","","0.2","","","","0.3","","","","9.4"],["Total","","$","287.3","","","$","60.9","","","$","(61.6",")","","$","(0.7",")","","$","45.1","","","$","3.2","","","$","\u2014","","","$","334.9"]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Closing AUM","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","\u200b","","","Closing AUM"],["\u200b","","December 31,","","","\u200b","","","\u200b","","","Net sales","","","\u200b","","","\u200b","","","Reclassifications","","","December 31,"],["\u200b","","2021","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","and disposals(3)","","","2022"],["By capability:"],["Equities","","$","244.3","","","$","24.4","","","$","(45.6",")","","$","(21.2",")","","$","(47.2",")","","$","(5.9",")","","$","1.3","","","$","171.3"],["Fixed Income","","","79.6","","","","23.0","","","","(29.4",")","","","(6.4",")","","","(8.9",")","","","(4.5",")","","","\u2014","","","","59.8"],["Multi-Asset","","","59.7","","","","6.5","","","","(10.8",")","","","(4.3",")","","","(9.3",")","","","(0.6",")","","","\u2014","","","","45.5"],["Alternatives","","","10.7","","","","6.4","","","","(5.3",")","","","1.1","","","","(0.3",")","","","(0.8",")","","","\u2014","","","","10.7"],["Quantitative Equities","","","38.0","","","","0.2","","","","(5.9",")","","","(5.7",")","","","(2.6",")","","","(0.1",")","","","(29.6",")","","","\u2014"],["Total","","$","432.3","","","$","60.5","","","$","(97.0",")","","$","(36.5",")","","$","(68.3",")","","$","(11.9",")","","$","(28.3",")","","$","287.3"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Redemptions include the impact of client transfers."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(3)","Acquisitions relate to the acquisition of Tabula Investment Management (\u201cTabula\u201d) and NBK Capital Partners (\u201cNBK\u201d), both completed in the third quarter 2024, and the acquisition of Victory Park Capital Advisors, LLC (\u201cVPC\u201d), which was completed in the fourth quarter 2024. Reclassifications relate to the reclassification of existing funds between capabilities. Disposal activity in 2022 relates to the sale of Intech Investment Management LLC (\u201cIntech\u201d)."]]
[[/GREPCENT_TABLE]]

Our AUM and flows by client type for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions):

[[GREPCENT_TABLE]]
[["","","Closing AUM","","","","","","","","","","","","","","","","","","","","","","","","","","","Closing AUM"],["","","December 31,","","","","","","","","","","","Net sales","","","","","","","","","","","Acquisitions and","","","December 31,"],["","","2023","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","reclassifications(3)","","","2024"],["By client type:"],["Intermediary","","$","183.4","","","$","55.0","","","$","(46.3",")","","$","8.7","","","$","20.4","","","$","(2.2",")","","$","0.7","","","$","211.0"],["Self-directed","","","76.1","","","","2.0","","","","(5.8",")","","","(3.8",")","","","14.2","","","","\u2014","","","","\u2014","","","","86.5"],["Institutional","","","75.4","","","","13.5","","","","(16.0",")","","","(2.5",")","","","7.2","","","","(2.5",")","","","3.6","","","","81.2"],["Total","","$","334.9","","","$","70.5","","","$","(68.1",")","","$","2.4","","","$","41.8","","","$","(4.7",")","","$","4.3","","","$","378.7"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","","Closing AUM","","","","","","","","","","","","","","","","","","","","","","","","","","","Closing AUM"],["","","December 31,","","","","","","","","","","","Net sales","","","","","","","","","","","","","","December 31,"],["","","2022","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","Reclassifications(3)","","","2023"],["By client type:"],["Intermediary","","$","162.0","","","$","39.5","","","$","(43.1",")","","$","(3.6",")","","$","22.8","","","$","2.1","","","$","0.1","","","$","183.4"],["Self-directed","","","64.3","","","","1.3","","","","(4.8",")","","","(3.5",")","","","14.9","","","","0.2","","","","0.2","","","","76.1"],["Institutional","","","61.0","","","","20.1","","","","(13.7",")","","","6.4","","","","7.4","","","","0.9","","","","(0.3",")","","","75.4"],["Total","","$","287.3","","","$","60.9","","","$","(61.6",")","","$","(0.7",")","","$","45.1","","","$","3.2","","","$","\u2014","","","$","334.9"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","","Closing AUM","","","","","","","","","","","","","","","","","","","","","","","","","","","Closing AUM"],["","","December 31,","","","","","","","","","","","Net sales","","","","","","","","","","","Reclassifications","","","December 31,"],["","","2021","","","Sales","","","Redemptions(1)","","","(redemptions)","","","Markets","","","FX(2)","","","and disposals(3)","","","2022"],["By client type:"],["Intermediary","","$","215.0","","","$","39.9","","","$","(53.3",")","","$","(13.4",")","","$","(32.8",")","","$","(5.9",")","","$","(0.9",")","","$","162.0"],["Self-directed","","","90.1","","","","1.5","","","","(5.1",")","","","(3.6",")","","","(21.6",")","","","(0.6",")","","","\u2014","","","","64.3"],["Institutional","","","127.2","","","","19.1","","","","(38.6",")","","","(19.5",")","","","(13.9",")","","","(5.4",")","","","(27.4",")","","","61.0"],["Total","","$","432.3","","","$","60.5","","","$","(97.0",")","","$","(36.5",")","","$","(68.3",")","","$","(11.9",")","","$","(28.3",")","","$","287.3"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Redemptions include the impact of client transfers."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(3)","Acquisitions relate to the acquisition of Tabula and NBK, both completed in the third quarter 2024, and the acquisition of VPC, which was completed in the fourth quarter 2024. Reclassifications relate to the reclassification of existing funds between client types. Disposal activity in 2022 relates to the sale of Intech."]]
[[/GREPCENT_TABLE]]

 ​

24

Table of Contents

Average Assets Under Management

The following table presents our average AUM by capability for the years ended December 31, 2024, 2023 and 2022 (in billions):

[[GREPCENT_TABLE]]
[["","","Average AUM"],["","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["By capability:","","2024","","","2023","","","2022","","","2023","","","2022"],["Equities","","$","224.7","","","$","191.6","","","$","193.2","","","","17","%","","","(1",")%"],["Fixed Income","","","75.6","","","","65.5","","","","67.2","","","","15","%","","","(3",")%"],["Multi-Asset","","","51.6","","","","47.1","","","","49.2","","","","10","%","","","(4",")%"],["Alternatives","","","10.2","","","","9.6","","","","11.5","","","","6","%","","","(17",")%"],["Quantitative Equities(1)","","","\u2014","","","","\u2014","","","","7.7","","","","\u2014","%","","","(100",")%"],["Total","","$","362.1","","","$","313.8","","","$","328.8","","","","15","%","","","(5",")%"]]
[[/GREPCENT_TABLE]]

(1)  On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech.

Closing Assets Under Management

The following table presents our closing AUM by client location, as of December 31, 2024, 2023 and 2022 (in billions):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Closing AUM"],["\u200b","","December 31,","","","2024 vs.","","","2023 vs."],["By client location:","","2024","","","2023","","","2022","","","2023","","","2022"],["North America","","$","236.8","","","$","198.6","","","$","168.6","","","","19","%","","","18","%"],["EMEA and Latin America","","","104.8","","","","102.9","","","","85.7","","","","2","%","","","20","%"],["Asia Pacific","","","37.1","","","","33.4","","","","33.0","","","","11","%","","","1","%"],["Total","","$","378.7","","","$","334.9","","","$","287.3","","","","13","%","","","17","%"]]
[[/GREPCENT_TABLE]]

Valuation of Assets Under Management

The fair value of our AUM is based on the value of the underlying cash and investments securities of our funds, trusts and segregated mandates. 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 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 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 committees are 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.

Our private credit investments are valued using a variety of methodologies and approaches, including the cost method, the market approach and the income approach, which in many cases leverage unobservable inputs and assumptions, depending on the nature of the investment. 

 ​

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. Revenue is impacted by foreign currency translation, but the impact is generally determined by the primary currency of the individual funds. Expenses are also impacted by foreign currency translation, primarily driven by the translation of GBP to USD. The GBP weakened against the USD during the year ended December 31, 2024, compared to the year ended December 31, 2023, and the GBP strengthened against the USD during the year ended December 31, 2023, compared to the year ended December 31, 2022. Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below.

 ​

25

Table of Contents

Revenue

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["","","2024","","","2023","","","2022","","","2023","","","2022"],["Revenue (in millions):"],["Management fees","","$","1,957.7","","","$","1,700.1","","","$","1,799.4","","","","15","%","","","(6",")%"],["Performance fees","","","70.4","","","","5.1","","","","(10.7",")","","n/m*","","","n/m*"],["Shareowner servicing fees","","","240.7","","","","213.3","","","","224.0","","","","13","%","","","(5",")%"],["Other revenue","","","204.4","","","","183.3","","","","190.9","","","","12","%","","","(4",")%"],["Total revenue","","$","2,473.2","","","$","2,101.8","","","$","2,203.6","","","","18","%","","","(5",")%"]]
[[/GREPCENT_TABLE]]

* n/m - Not meaningful. ​

Management fees

Management fees increased $257.6 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM.

 ​

Management fees decreased $99.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM.

 ​

Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2024, 2023 and 2022:

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["\u200b","","2024","","","2023","","","2022","","","2023","","","2022"],["Average net management fee margin (bps)(1):"],["Equities","","","53.7","","","","54.4","","","","55.2","","","","(1",")%","","","(1",")%"],["Fixed Income","","","26.2","","","","27.8","","","","29.6","","","","(6",")%","","","(6",")%"],["Multi-Asset","","","53.2","","","","52.9","","","","53.1","","","","1","%","","","(0",")%"],["Alternatives","","","75.6","","","","61.9","","","","60.4","","","","22","%","","","2","%"],["Quantitative Equities(2)","","","\u2014","","","","\u2014","","","","15.8","","","n/m*","","","","(100",")%"],["Total average","","","48.6","","","","48.9","","","","48.9","","","","(1",")%","","","\u2014","%"]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(1)","Net management fee margins are based on management fees net of distribution expenses."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech."],["*","n/m - Not meaningful."]]
[[/GREPCENT_TABLE]]

Performance fees

Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis. The investment management fee 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, over a 36-month rolling period, compared to a specified benchmark index. Performance fees by product type consisted of the following for the years ended December 31, 2024, 2023 and 2022:

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["\u200b","","2024","","","2023","","","2022","","","2023","","","2022"],["Performance fees (in millions):","","","","","","","","","","","","","","","","","","\u200b"],["SICAVs","","$","26.3","","","$","2.1","","","$","2.0","","","n/m*","","","","5","%"],["UK OEICs and unit trusts","","","6.2","","","","\u2014","","","","0.1","","","","\u2014","%","","","(100",")%"],["Absolute return funds and other funds","","","70.8","","","","56.9","","","","33.5","","","","24","%","","","70","%"],["Segregated mandates","","","4.9","","","","3.1","","","","10.0","","","","58","%","","","(69",")%"],["Investment trusts","","","0.7","","","","9.1","","","","6.7","","","","(92",")%","","","36","%"],["Private capital funds","","","1.0","","","","\u2014","","","","\u2014","","","","\u2014","%","","","\u2014","%"],["U.S. mutual funds","","","(39.5",")","","","(66.1",")","","","(63.0",")","","","40","%","","","(5",")%"],["Total performance fees","","$","70.4","","","$","5.1","","","$","(10.7",")","","n/m*","","","n/m*"]]
[[/GREPCENT_TABLE]]

 ​* n/m - Not meaningful.

For the year ended December 31, 2024, performance fees increased $65.3 million compared to the year ended December 31, 2023, due to an improvement in the performance of U.S. mutual funds, SICAVs and absolute return funds and other funds.

 ​

For the year ended December 31, 2023, performance fees increased $15.8 million compared to the year ended December 31, 2022, due to an improvement in the performance of absolute return funds and other funds primarily driven by performance fees generated from a certain fund. This increase was partially offset by a decline in segregated mandates due to the relative performance of certain funds being below the established HWM.

 ​

26

Table of Contents

The following table outlines performance fees by product type and includes information on fees earned, number of funds generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees, AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and performance fee methodology (dollars in millions, except where noted):

[[GREPCENT_TABLE]]
[["","","","","","","","","","","Absolute"],["","","","","","","UK OEICs","","","Return Funds","","","","","","","","","","","Private"],["","","","","","","and","","","and","","","Segregated","","","Investment","","","Capital","","","U.S. Mutual"],["","","SICAVs","","","Unit Trusts","","","Other Funds","","","Mandates","","","Trusts","","","Funds","","","Funds"],["Performance fees:"],["Year ended December 31, 2024","","$","26.3","","","$","6.2","","","$","70.8","","","$","4.9","","","$","0.7","","","$","1.0","","","$","(39.5",")"],["Year ended December 31, 2023","","$","2.1","","","$","\u2014","","","$","56.9","","","$","3.1","","","$","9.1","","","","n/a","","","$","(66.1",")"],["Year ended December 31, 2022","","$","2.0","","","$","0.1","","","$","33.5","","","$","10.0","","","$","6.7","","","","n/a","","","$","(63.0",")"],["Number of funds that earned performance fees:"],["Year ended December 31, 2024(1)","","","11","","","","2","","","","5","","","","9","","","","1","","","","3","","","","15"],["Year ended December 31, 2023(1)","","","8","","","","\u2014","","","","5","","","","8","","","","1","","","","n/a","","","","15"],["Year ended December 31, 2022(1)","","","8","","","","2","","","","8","","","","11","","","","1","","","","n/a","","","","15"],["AUM generating performance fees (in billions):"],["AUM at December 31, 2024, generating FY24 performance fees","","$","12.4","","","$","1.2","","","$","2.9","","","$","6.9","","","$","0.9","","","$","0.1","","","$","66.1"],["AUM at December 31, 2023, generating FY23 performance fees","","$","4.9","","","$","\u2014","","","$","1.2","","","$","5.8","","","$","1.0","","","","n/a","","","$","56.7"],["AUM at December 31, 2022, generating FY22 performance fees","","$","5.1","","","$","1.5","","","$","2.3","","","$","9.3","","","$","0.8","","","","n/a","","","$","45.1"],["Number of funds eligible to earn performance fees:"],["As of December 31, 2024","","","18","","","","2","","","","6","","","","18","","","","2","","","","4","","","","15"],["As of December 31, 2023","","","18","","","","2","","","","4","","","","19","","","","3","","","","n/a","","","","15"],["As of December 31, 2022","","","19","","","","2","","","","10","","","","15","","","","4","","","","n/a","","","","15"],["AUM subject to performance fees (in billions):"],["AUM at December 31, 2024, subject to FY24 performance fees","","$","13.9","","","$","1.2","","","$","2.9","","","$","23.9","","","$","1.7","","","$","0.3","","","$","66.1"],["AUM at December 31, 2023, subject to FY23 performance fees","","$","11.0","","","$","1.2","","","$","1.6","","","$","22.1","","","$","1.9","","","","n/a","","","$","56.7"],["AUM at December 31, 2022, subject to FY22 performance fees","","$","10.7","","","$","1.5","","","$","2.6","","","$","12.7","","","$","2.1","","","","n/a","","","$","45.1"],["Uncrystallized performance fees (in billions):"],["AUM at December 31, 2024, with an uncrystallized performance fee at December 31, 2024, vesting in 2025(2)","","$","0.5","","","$","1.5","","","$","\u2014","","","","n/a","","","$","0.4","","","$","0.8","","","","n/a"],["AUM at December 31, 2023, with an uncrystallized performance fee at December 31, 2023, vesting in 2024(2)","","$","2.8","","","$","1.1","","","$","\u2014","","","","n/a","","","$","\u2014","","","","n/a","","","","n/a"],["AUM at December 31, 2022, with an uncrystallized performance fee at December 31, 2022, vesting in 2023(2)","","$","0.1","","","$","\u2014","","","$","\u2014","","","","n/a","","","$","0.8","","","","n/a","","","","n/a"],["Performance fee participation rate percentage(3)","","","10% - 20%","","","","15% - 20%","","","","10% - 20%","","","","5% - 28%","","","","15","%","","","15% - 25%","","","+/\u2212 0.15%"],["Performance fee frequency","","Annually","","","Annually","","","Annually and quarterly","","","Annually and quarterly","","","Annually","","","Various","","","Monthly"],["Performance fee methodology(4)","","Relative plus HWM","","","Relative/absolute plus HWM","","","Absolute plus HWM","","","Bespoke","","","Relative plus HWM","","","Relative plus HWM","","","Relative"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","For absolute return funds, this excludes funds earning a performance fee on redemption and only includes those with a period-end crystallization date. Also, the number of funds that earned a performance fee during the year can exceed the number of funds eligible to earn a performance fee at the end of the year due to fund closures."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","Reflects the total AUM of all funds with a performance fee opportunity at any point in the relevant year."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(3)","Participation rate related to non-U.S. mutual fund products reflects our share of outperformance. Participation rate related to U.S. mutual funds represents an adjustment to the management fee."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(4)","Relative performance is measured versus applicable benchmarks and is subject to an HWM for relevant funds."]]
[[/GREPCENT_TABLE]]

Shareowner servicing fees

Shareowner servicing fees are primarily composed of U.S. mutual fund servicing fees, which are driven by AUM. Shareowner servicing fees increased by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and decreased by $10.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to movements in average mutual fund AUM.

 ​

27

Table of Contents

Other revenue

Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue. General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds. Other revenue increased by $21.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM.

Other revenue decreased by $7.6 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM.

 ​

Operating Expenses

 ​

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["","","2024","","","2023","","","2022","","","2023","","","2022"],["Operating expenses (in millions):"],["Employee compensation and benefits","","$","716.1","","","$","593.3","","","$","611.5","","","","21","%","","","(3",")%"],["Long-term incentive plans","","","166.6","","","","167.4","","","","180.7","","","","(0",")%","","","(7",")%"],["Distribution expenses","","","520.9","","","","455.9","","","","498.3","","","","14","%","","","(9",")%"],["Investment administration","","","58.2","","","","47.4","","","","49.4","","","","23","%","","","(4",")%"],["Marketing","","","40.4","","","","36.6","","","","27.1","","","","10","%","","","35","%"],["General, administrative and occupancy","","","300.8","","","","294.6","","","","279.3","","","","2","%","","","5","%"],["Impairment of intangible assets","","","\u2014","","","","\u2014","","","","35.8","","","n/m*","","","","(100",")%"],["Depreciation and amortization","","","24.5","","","","22.9","","","","31.7","","","","7","%","","","(28",")%"],["Total operating expenses","","$","1,827.5","","","$","1,618.1","","","$","1,713.8","","","","13","%","","","(6",")%"]]
[[/GREPCENT_TABLE]]

* n/m - Not meaningful.

Employee compensation and benefits

Employee compensation and benefits increased $122.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily driven by an increase of $95.0 million in variable compensation, mainly due to higher profitability, an $11.8 million increase in fixed compensation costs due to higher average headcount, $9.6 million of base-pay increases and unfavorable foreign currency translation of $6.1 million. 

 ​

Employee compensation and benefits decreased $18.2 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by a decrease of $18.1 million in variable compensation, primarily due to lower profitability, and a $13.7 million decline in fixed compensation costs due to lower average headcount. These decreases were partially offset by $7.5 million of base-pay increases, unfavorable foreign currency translation of $3.6 million and a $2.4 million increase in project charges driven by less capitalization of internal labor costs related to the order management system transformation project, which was completed in the second quarter of 2023.

Long-term incentive plans

Long-term incentive plan expenses decreased $0.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a decrease of $8.3 million for the roll-off of vested awards and the forfeiture of awards related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees. This decrease was partially offset by an increase of $6.4 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards. 

 ​

Long-term incentive plan expenses decreased $13.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decrease of $42.4 million for the roll-off of vested awards and the forfeiture of expense related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees. This decline was partially offset by an increase of $27.6 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards.

 ​

2025 Compensation expenses

For the year ending December 31, 2025, we anticipate an adjusted compensation to revenue ratio in the range of 43% to 44%.

Distribution expenses

Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses increased by $65.0 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM subject to distribution charges.

Distribution expenses decreased by $42.4 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by a decline in average AUM subject to distribution charges.

Marketing

Marketing expenses increased by $3.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and increased by $9.5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. Year-over-year fluctuations in marketing expenses were primarily driven by changes in the level of advertising campaigns and sponsored events.

 ​

Investment administration

Investment administration expenses, which represent fund administration and fund accounting, increased by $10.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to contractual changes with a third-party vendor.

Investment administration expenses decreased by $2.0 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. There were no significant movements contributing to the year over year variance.

28

Table of Contents

General, administrative and occupancy

General, administrative and occupancy expenses increased $6.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $8.2 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $7.7 million increase in legal and professional fees primarily due to consultancy fees related to certain acquisition and other project costs, and a $4.2 million increase in hardware and software licensing costs. These increases were partially offset by a $9.3 million charge related to a separately managed account trade error recognized during 2023 and a subsequent insurance reimbursement of $4.7 million recognized during 2024. 

 ​

General, administrative and occupancy expenses increased $15.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $9.6 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $9.3 million charge related to a separately managed account trade error and a $4.0 million increase in software costs primarily related to application licensing fees. These increases were partially offset by a $4.6 million reduction in rent-related expenses and a $3.2 million decrease in recruitment fees.

Impairment of intangible assets

  ​

Intangible asset impairment charges decreased by $35.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. The decrease is due to no impairment charges being recognized during 2023, compared to a $35.8 million impairment of certain mutual fund investment management agreements, client relationships and trademarks recognized during the year ended December 31, 2022. There were no intangible asset impairment charges recognized during the year ended December 31, 2024. 

 ​

Depreciation and amortization

Depreciation and amortization expenses increased $1.6 million during the year ended December 31, 2024, compared to the year ended December 31, 2023. There were no significant movements contributing to the year over year variance.

Depreciation and amortization expenses decreased $8.8 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $3.6 million decline in the amortization of internally developed software as assets became fully amortized during the current year, a $3.5 million decrease in the amortization of prepaid commissions and a $1.2 million reduction in the amortization of intangible assets resulting from the sale of Intech, which was recognized during the first quarter 2022.

2025 Non-compensation operating expenses

For the year ending December 31, 2025, we anticipate adjusted non-compensation expense growth in the mid- to high-single digits. The anticipated growth in our non-compensation expense is due to planned investments supporting our strategic initiatives and operational efficiencies, as well as anticipated inflation and the full-year impact of the consolidation of VPC, NBK and Tabula.

 ​

Non-Operating Income and Expenses

[[GREPCENT_TABLE]]
[["","","Year ended December 31,","","","2024 vs.","","","2023 vs."],["","","2024","","","2023","","","2022","","","2023","","","2022"],["Non-operating income and expenses (in millions):"],["Interest expense","","$","(18.0",")","","$","(12.7",")","","$","(12.6",")","","","(42",")%","","","(1",")%"],["Investment gains (losses), net","","","70.8","","","","43.4","","","","(113.3",")","","","63","%","","n/m*"],["Other non-operating income (expense), net","","","(86.6",")","","","12.6","","","","11.5","","","n/m*","","","","10","%"],["Income tax provision","","","(166.3",")","","","(100.3",")","","","(100.9",")","","","(66",")%","","","1","%"]]
[[/GREPCENT_TABLE]]

* n/m - Not meaningful. ​

Interest expense

Interest expense increased by $5.3 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the issuance of the 5.450% Senior Notes due 2034 (“2034 Senior Notes”) in the fourth quarter 2024. Proceeds from the 2034 Senior Notes were used to redeem the 4.875% Senior Notes due 2025 (“2025 Senior Notes”).  

Investment gains (losses), net

The components of investment gains (losses), net for the years ended December 31, 2024, 2023 and 2022, were as follows:

[[GREPCENT_TABLE]]
[["","","Year ended December 31,"],["","","2024","","","2023","","","2022"],["Investment gains (losses), net (in millions):"],["Seeded investment products and hedges, net","","$","36.4","","","$","20.3","","","$","(15.2",")"],["Third-party ownership interests in seeded investment products","","","37.5","","","","34.7","","","","(97.9",")"],["Equity method investments","","","(5.6",")","","","(13.5",")","","","2.9"],["Other","","","2.5","","","","1.9","","","","(3.1",")"],["Investment gains (losses), net","","$","70.8","","","$","43.4","","","$","(113.3",")"]]
[[/GREPCENT_TABLE]]

29

Table of Contents

Investment gains (losses), net moved favorably by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and favorably by $156.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. Movements in investment gains (losses), net are primarily due to consolidation and deconsolidation of third-party ownership interests in seeded investment products and market adjustments in relation to our seeded investment products. In addition, a $12.5 million charge due to a correction of an error of previously recognized earnings associated with an equity method investment impacted investment gains (losses), net for the year ended December 31, 2023.

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

 ​

Other non-operating income (expense), net

Other non-operating income (expense), net declined $99.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was primarily due to a year over year change of $133.4 million in the reclassification of accumulated foreign currency translation adjustments to net income related to liquidated JHG entities. This decrease was partially offset by a $13.4 million provision for a credit loss and an $11.9 million contingent consideration fair value adjustment, both recognized during 2023, and an $8.8 million increase in interest income primarily driven by higher interest rates on cash balances. 

For the year ending December 31, 2025, we expect significant foreign currency translation adjustments to be reclassified from accumulated other comprehensive loss on the Consolidated Balance Sheets to other non-operating income (expense), net on the Consolidated Statements of Comprehensive Income due to the anticipated liquidation of certain non-operating JHG entities. The timing of the reclassifications is uncertain and dependent on the progression of the liquidation process. Our current estimate is $53 million, net, which would unfavorably impact other non-operating income (expense), net on the Consolidated Statements of Comprehensive Income. However, the reclassifications could be significantly lower or higher than this amount due to the progression of the liquidation process and, to a lesser extent, changes in foreign currency rates. The reclassification activity is not part of our ongoing operations and will not be included in our adjusted results.  

 ​

Other non-operating income (expense), net improved $1.1 million during the year ended December 31, 2023, compared to the year ended December 31, 2022. The increase was primarily due to a $33.8 million increase in interest income primarily driven by higher interest rates on cash balances and a loss of $9.1 million related to the sale of Intech, which was recognized in the first quarter 2022. These increases were partially offset by unfavorable foreign currency revaluation of $15.2 million, a $13.4 million provision for a credit loss, an $11.9 million contingent consideration fair value adjustment and a $4.7 million reclassification of accumulated foreign currency translation adjustments to net income related to liquidated JHG entities.   

 ​

Income tax provision

 ​

Our effective tax rates for the years ended December 31, 2024, 2023 and 2022, were as follows:

[[GREPCENT_TABLE]]
[["","","Year ended December 31,"],["","","2024","","","2023","","","2022"],["Effective tax rate","","","27.2","%","","","19.0","%","","","26.9","%"]]
[[/GREPCENT_TABLE]]

The effective tax rate for the year ended December 31, 2024, compared to the same period in 2023, was impacted by the reclassification of accumulated foreign currency translation adjustments to net income from liquidated JHG entities that are treated as non-deductible for tax purposes. The effective tax rate for the year ended December 31, 2023, was also impacted by a reduction in the state income tax rate. As a result of the reduction in the state income tax rate, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5% creating a non-cash deferred tax benefit of $8.8 million.

The effective tax rate for the year ended December 31, 2023, compared to the same period in 2022, was impacted by the disallowed noncontrolling interests from certain seeded investment products and a reduction in the state income tax rate, as discussed above.

For the year ending December 31, 2025, we expect our tax rate on adjusted net income attributable to JHG to be in the range of 23% to 25%.

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (Pillar 2). Some aspects of Pillar 2 took effect on January 1, 2024, and others became effective as of January 1, 2025. On June 20, 2023, Finance (No. 2) Act 2023 was enacted in the UK, introducing a global minimum effective tax rate of 15%. This legislation includes a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after December 31, 2023. While it is uncertain whether the U.S. will adopt Pillar 2, several countries where we operate have enacted or are introducing similar legislation. As of December 31, 2024, the impact of Pillar 2 on our effective tax rate, results of operations, financial position, and cash flows was not significant to the financial statements.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. However, we evaluate our profitability and our ongoing operations using additional non-GAAP financial measures that exclude costs or benefits that are not part of our ongoing operations. 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.

 ​

30

Table of Contents

Alternative performance measures

 ​

The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2024, 2023 and 2022 (in millions, except per share and operating margin data):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,"],["\u200b","","2024","","","2023","","","2022"],["Reconciliation of revenue to adjusted revenue:"],["Revenue","","$","2,473.2","","","$","2,101.8","","","$","2,203.6"],["Management fees","","","(198.9",")","","","(164.8",")","","","(193.2",")"],["Shareowner servicing fees","","","(194.4",")","","","(172.4",")","","","(185.2",")"],["Other revenue","","","(139.1",")","","","(118.7",")","","","(119.9",")"],["Adjusted revenue(1)","","","1,940.8","","","$","1,645.9","","","$","1,705.3"],["Reconciliation of operating expenses to adjusted operating expenses:"],["Operating expenses","","$","1,827.5","","","$","1,618.1","","","$","1,713.8"],["Employee compensation and benefits(2)","","","(20.0",")","","","(5.8",")","","","(16.8",")"],["Long-term incentive plans(2)","","","(8.1",")","","","(1.2",")","","","(21.1",")"],["Distribution expenses(1)","","","(520.9",")","","","(455.9",")","","","(498.3",")"],["General, administrative and occupancy(2)","","","(2.7",")","","","(16.3",")","","","(9.5",")"],["Impairment of intangible assets(3)","","","\u2014","","","","\u2014","","","","(35.8",")"],["Depreciation and amortization(3)","","","(3.1",")","","","(1.7",")","","","(3.7",")"],["Adjusted operating expenses","","$","1,272.7","","","$","1,137.2","","","$","1,128.6"],["Adjusted operating income","","$","668.1","","","$","508.7","","","$","576.7"],["Operating margin(4)","","","26.1","%","","","23.0","%","","","22.2","%"],["Adjusted operating margin(5)","","","34.4","%","","","30.9","%","","","33.8","%"],["Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG:"],["Net income attributable to JHG","","$","408.9","","","$","392.0","","","$","372.4"],["Employee compensation and benefits(2)","","","8.5","","","","5.8","","","","16.8"],["Long-term incentive plans(2)","","","8.1","","","","1.2","","","","21.1"],["General, administrative and occupancy(2)","","","2.7","","","","16.3","","","","9.5"],["Impairment of intangible assets(3)","","","\u2014","","","","\u2014","","","","35.8"],["Depreciation and amortization(3)","","","3.1","","","","1.7","","","","3.7"],["Interest expense(6)","","","0.3","","","","\u2014","","","","\u2014"],["Investment gains (losses), net(6)","","","0.8","","","","12.5","","","","0.4"],["Other non-operating income (expense), net(6)","","","136.9","","","","28.6","","","","0.3"],["Income tax provision(7)","","","(4.4",")","","","(22.9",")","","","(26.2",")"],["Net loss (income) attributable to noncontrolling interests(8)","","","(1.2",")","","","\u2014","","","","\u2014"],["Adjusted net income attributable to JHG","","","563.7","","","","435.2","","","","433.8"],["Less: allocation of earnings to participating stock-based awards","","","(13.6",")","","","(12.4",")","","","(13.1",")"],["Adjusted net income attributable to JHG common shareholders","","$","550.1","","","$","422.8","","","$","420.7"],["Weighted-average common shares outstanding \u2014 diluted","","$","155.8","","","$","160.5","","","$","162.0"],["Diluted earnings per share(9)","","$","2.56","","","$","2.37","","","$","2.23"],["Adjusted diluted earnings per share(10)","","$","3.53","","","$","2.63","","","$","2.60"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for distribution and servicing related activities are either provided for separately in an investment product\u2019s 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 service 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 fees. Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. In addition to the adjustments related to distribution and servicing activities, other revenue for the year ended December 31, 2024, includes an adjustment related to an employee secondment arrangement with a joint venture. The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","Adjustments for the year ended December 31, 2024, include acquisition related expenses, the acceleration of long-term incentive plan expense and redundancy expense related to the departure of certain employees, and a $4.7 million insurance reimbursement related to a separately managed account trade error that occurred in 2023. Adjustments for the year ended December 31, 2023 and 2022, include rent expense, rent income, other rent-related adjustments associated with subleased office space and the acceleration of long-term incentive plan expense and redundancy expense related to the departure of certain employees. Adjustments for the year ended December 31, 2023, also includes a $9.3 million charge related to a separately managed account trade error. JHG management believes these costs do not represent our ongoing operations. Additionally, within the reconciliation of operating expenses to adjusted operating expenses for the year ended December 31, 2024, employee compensation and benefits include an adjustment related to an employee secondment arrangement with a joint venture. The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(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. Adjustments for the year ended December 31, 2022, also includes impairment charges of certain mutual fund investment management contracts, client relationships and trademarks. JHG management believes these non-cash acquisition-related costs do not represent our ongoing operations."]]
[[/GREPCENT_TABLE]]

 ​

31

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[[GREPCENT_TABLE]]
[["(4)","Operating margin is operating income divided by revenue."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(5)","Adjusted operating margin is adjusted operating income divided by adjusted revenue."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(6)","Adjustments for the year ended December 31, 2024, include the reclassification of accumulated foreign currency translation adjustments to net income related to JHG liquidated entities. Adjustments for the year ended December 31, 2023, include a provision for a credit loss and a contingent consideration fair value adjustment related to the 2022 sale of Intech, a correction due to an error of previously recognized earnings associated with an equity method investment and the reclassification of accumulated foreign currency translation adjustments to net income related to JHG liquidated entities. JHG management believes these expenses do not represent our ongoing operations."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(7)","The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible. Adjustments for the year ended December 31, 2023, were also impacted by the change to our state tax rate. As a result, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5%, creating a non-cash deferred tax benefit of $8.8 million."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(8)","Adjustments for the year ended December 31, 2024, include the noncontrolling interest on amortization of acquisition related intangible assets. JHG management believes these non-cash and acquisition-related costs do not represent our ongoing operations."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(9)","Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding."]]
[[/GREPCENT_TABLE]]

 ​

[[GREPCENT_TABLE]]
[["(10)","Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding."]]
[[/GREPCENT_TABLE]]

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.

The following table summarizes key balance sheet data relating to our liquidity and capital resources as of December 31, 2024 and 2023 (in millions):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","December 31,"],["\u200b","","2024","","","2023"],["Cash and cash equivalents held by the Company","","$","1,190.9","","","$","1,145.9"],["Investments held by the Company","","$","474.1","","","$","399.2"],["Fees and other receivables","","$","356.6","","","$","294.0"],["Long-term debt","","$","395.0","","","$","304.6"]]
[[/GREPCENT_TABLE]]

Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less. Cash and cash equivalents exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”), and investments exclude noncontrolling interests as these assets are not available to us under any circumstance.

 ​

Investments held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments classified as current assets in our Consolidated Balance Sheets.

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.

Cash Flows

A summary of cash flow data for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,"],["\u200b","","2024","","","2023","","","2022"],["Cash flows provided by (used for):"],["Operating activities","","$","694.6","","","$","441.6","","","$","473.3"],["Investing activities","","","(285.4",")","","","(328.9",")","","","58.5"],["Financing activities","","","(324.4",")","","","(151.9",")","","","(419.1",")"],["Effect of exchange rate changes on cash and cash equivalents","","","(18.1",")","","","30.9","","","","(54.9",")"],["Net change in cash and cash equivalents","","","66.7","","","","(8.3",")","","","57.8"],["Cash balance at beginning of period","","","1,168.1","","","","1,176.4","","","","1,118.6"],["Cash balance at end of period","","$","1,234.8","","","$","1,168.1","","","$","1,176.4"]]
[[/GREPCENT_TABLE]]

Operating Activities

Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. 

32

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Investing Activities

 ​

Cash provided by (used for) investing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions):

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,"],["\u200b","","2024","","","2023","","","2022"],["Sales (purchases) of investments, net","","$","(37.0",")","","$","(59.7",")","","$","44.6"],["Purchases of investments by consolidated seeded investment products, net","","","(101.4",")","","","(224.9",")","","","(43.9",")"],["Purchases of property, equipment and software","","","(10.1",")","","","(10.8",")","","","(17.6",")"],["Cash received (paid) on settled seed capital hedges, net","","","(10.7",")","","","(37.5",")","","","75.9"],["Acquisitions, net of cash acquired","","","(126.9",")","","","\u2014","","","","\u2014"],["Long-term note with Intech","","","\u2014","","","","3.1","","","","(15.9",")"],["Proceeds from sale of subsidiaries","","","\u2014","","","","\u2014","","","","14.9"],["Other","","","0.7","","","","0.9","","","","0.5"],["Cash provided by (used for) investing activities","","$","(285.4",")","","$","(328.9",")","","$","58.5"]]
[[/GREPCENT_TABLE]]

 ​

We consolidate certain seeded investment products into our group financial statements. The purchases and sales of investments within consolidated seeded investment products are disclosed separately from our capital contributions to seed a product. We also maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments. The cash received and paid as part of this program is reflected in the table above.

We periodically add new investment strategies to our investment product offerings by providing the initial cash investment, or seeding, in a product. The primary purpose of seeded investment products is to generate an investment performance track record in these products, and leverage that track record to attract third-party investors. We may redeem our seed capital investments for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment strategy. The cash associated with seeding and redeeming seeded investment products is reflected in the above table as sales (purchases) of investments, net.

  ​

The transactions discussed above represent a majority of the activity within investing activities on our Consolidated Statements of Cash Flows. Additionally, for the year ended December 31, 2024, cash used for investing activities was also driven by acquisitions. Refer to Note 3 — Acquisitions and Dispositions, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our acquisitions.  

 ​

Financing Activities

 ​

Cash used for financing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Year ended December 31,"],["\u200b","","2024","","","2023","","","2022"],["Dividends paid to shareholders","","$","(250.1",")","","$","(258.7",")","","$","(259.4",")"],["Third-party capital invested into consolidated seeded investment products, net","","","123.1","","","","227.2","","","","51.1"],["Purchase of common stock for stock-based compensation plans","","","(79.8",")","","","(57.4",")","","","(113.8",")"],["Purchase of common stock for the share buyback program","","","(208.2",")","","","(61.9",")","","","(98.9",")"],["Issuance of long-term debt","","","394.9","","","","\u2014","","","","\u2014"],["Repayment of current portion of long-term debt","","","(304.0",")","","","\u2014","","","","\u2014"],["Other","","","(0.3",")","","","(1.1",")","","","1.9"],["Cash used for financing activities","","$","(324.4",")","","$","(151.9",")","","$","(419.1",")"]]
[[/GREPCENT_TABLE]]

 ​

The majority of cash flows within financing activities are driven by the payment of dividends to shareholders, the purchases of common stock as part of the Corporate Buyback Program and for stock-based compensation plans, and third-party capital invested into consolidated seeded investment products. For the year ended December 31, 2024, cash flows within financing activities were also driven by the repayment of the 2025 Senior Notes and the issuance of the 2034 Senior Notes.

Third-party capital invested into consolidated seeded investment products, net represents the cash received from third-party investors in a seeded investment product that is consolidated into our group financial statements. When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution.

 ​

Other Sources of Liquidity

On June 30, 2023, we entered into a $200 million unsecured, revolving credit facility (“Credit Facility”). The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2029.

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

The Credit Facility contains a financial covenant related to our long-term credit rating and financing leverage. If our long-term credit rating falls below a predefined threshold, our financing leverage ratio cannot exceed 3.00x EBITDA. 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. Refer to Note 11 — Debt, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on the Credit Facility.

 ​

33

Table of Contents

Regulatory Capital

We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies. 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 £159.2 million ($199.4 million), resulting in £275.8 million ($345.4 million) of capital above the requirement as of December 31, 2024, based upon internal calculations and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate. The FCA-supervised regulatory group is also subject to liquidity requirements and holds a sufficient surplus above these requirements.

 ​

Contractual Obligations

Contractual obligations and associated maturities relate to debt, interest payments and finance and operating leases. As of December 31, 2024, our contractual obligations related to debt and interest payments totaled $611.3 million, with $21.8 million of interest payable within 12 months. As of December 31, 2024, we had operating and finance lease payment obligations of $106.3 million, with $18.0 million payable within 12 months.

 ​

Short-Term Liquidity Considerations

Common Stock Purchases — Corporate Buyback Program

On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we were authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024. During 2024, we repurchased 2,876,189 shares of common stock for $88.2 million under the 2023 Corporate Buyback Program.

On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders. As of December 31, 2024, cumulative shares repurchased under the 2024 Corporate Buyback Program were 3,159,199 shares for $120.0 million.

Common Stock Purchases — Share Plan Purchases

Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements. We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”).  These repurchases are in addition to the repurchases under the Corporate Buyback Program discussed above.

On October 31, 2023, our Board of Directors approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024. During 2024, we repurchased 2,268,376 shares of common stock for $70.0 million.

On May 1, 2024, our Board of Directors also approved the repurchase of up to 5 million additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders. As of December 31, 2024, cumulative shares repurchased under the 2024 Share Plan Repurchases were 250,001 shares for $8.6 million.  

Dividends

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

Dividends declared and paid during the year ended December 31, 2024, were as follows:

 ​

[[GREPCENT_TABLE]]
[["Dividend","","\u200b","Date","","Dividends paid","","\u200b","Date"],["per share","","","declared","","(in US$ millions)","","","paid"],["$","0.39","","\u200b","January 31, 2024","","$","63.2","","\u200b","February 28, 2024"],["$","0.39","","\u200b","May 1, 2024","","$","62.6","","\u200b","May 29, 2024"],["$","0.39","","\u200b","July 31, 2024","","$","62.3","","\u200b","August 28, 2024"],["$","0.39","","\u200b","October 30, 2024","","$","62.0","","\u200b","November 27, 2024"]]
[[/GREPCENT_TABLE]]

 ​

On January 30, 2025, our Board of Directors declared a cash dividend of $0.39 per share. The quarterly dividend will be paid on February 27, 2025, to shareholders of record at the close of business on February 11, 2025.

Long-Term Liquidity Considerations

Expected long-term commitments as of December 31, 2024, include principal and interest payments related to our 2034 Senior Notes, operating and finance lease payments, and acquisition related contingent consideration. 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.

Off-Balance Sheet Arrangements

As of December 31, 2024, we had no off-balance sheet arrangements. 

34

Table of Contents

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

We continually evaluate the accounting policies and estimates used to prepare the 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. The critical accounting policies and estimates management considers critical to understanding the consolidated financial statements relate to the areas of consolidated investment products, investments, goodwill and intangible assets, retirement benefit plans and income taxes. These policies and estimates are considered critical because they have a material impact, or are reasonably likely to have a material impact, on the Company’s consolidated financial statements because they require management to make significant judgments, assumptions or estimates. For additional information about our accounting policies, see Note 2 — Summary of Significant Accounting Policies, in Part II, Item 8, Financial Statements and Supplementary Data.

Consolidated Investment Products

We consolidate our seeded investment products in which we have a controlling financial interest. We have a controlling financial interest when we own a majority of the VRE or we are the primary beneficiary of a VIE. Assessing whether a product is a VIE or a VRE involves judgment and analysis on a structure-by-structure basis. Factors considered in this assessment include the product’s legal organization, the product’s capital structure and equity ownership, and any de facto agent implications of our involvement with the product. We consolidate seeded investment products accounted for as VREs when we are considered to control such products, which generally exists if we have a greater than 50% voting equity interest. We consolidate a VIE if we are the VIE’s primary beneficiary. The primary beneficiary of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the product or the right to receive benefits from the product that potentially could be significant to the VIE. VIEs are generally subject to consolidation by us when we hold an economic interest of greater than 9% and we deconsolidate such VIEs once equity ownership falls at or below 9%. VIEs are also subject to specific disclosure requirements. See Note 4 — Consolidation, in Part II, Item 8, Financial Statements and Supplementary Data, for more information.

Accounting for Goodwill and Intangible Assets

The recognition and measurement of goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. The initial estimated fair value of indefinite lived and definite lived intangible assets is based on the present value of estimated future cash flows attributable to the agreements and contracts. Significant assumptions used to determine estimated fair value include AUM, investment management fee rates, discount rates, and expenses. The estimated fair value of trade names is determined using the relief from royalty on the present value of estimated future cash flows. Significant assumptions used to determine fair value align with the aforementioned assumptions for indefinite lived and definite lived intangible assets, however, assumptions also include the royalty rate to determine the estimated fair value of trade names. We believe the assumptions used to determine the estimated fair value are reasonable, however, they are inherently uncertain and unpredictable and thus they may differ from actual results.

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired businesses and is not amortized.

Indefinite lived intangible assets primarily represent investment management agreements and trademarks. Investment management agreements without a contractual termination date are classified as indefinite-lived intangible assets based upon the following: (i) there is no legal or statutory limitation on the contract period to manage these investment products; (ii) we expect to, and have the ability to, operate these investment products indefinitely; (iii) the investment products have multiple investors and are not reliant on an individual investor or small group of investors for their continued operation; (iv) the current competitive environment does not indicate a finite life; and (v) there is a high likelihood of continued renewal based on historical experience. The assumption that investment management agreements are indefinite lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the useful life is no longer indefinite.

Definite-lived intangible assets represent certain other investment management contracts and trademarks, which are amortized over their estimated lives using the straight-line method.

Impairment Assessment

Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if changes in circumstances indicate that the carrying value may be impaired. We perform our annual impairment assessment of goodwill and indefinite-lived intangible assets as of October 1. If the fair value of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any impairment is recognized immediately through net income and cannot subsequently be reversed.

 ​

We performed our annual assessment as of October 1, 2024. We initially assess goodwill for impairment using qualitative factors to determine whether it is necessary to perform a quantitative impairment test. As part of our qualitative test, along with considering macroeconomic conditions and the unadjusted book value per share, we performed a quantitative calculation to estimate the enterprise value of the reporting unit, comparing it to our equity balance (carrying value). The results of the goodwill assessment revealed it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value as of October 1, 2024. The most significant inputs into the enterprise value assessment are our stock price and an assumed control premium.

 ​

We also assessed the indefinite-lived intangible assets for impairment as of October 1. We used a qualitative approach to determine the likelihood of impairment, with AUM being the focus of the assessment. After reviewing the results of the qualitative assessment, there were no indicators of impairment.

 ​

Our definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no events or changes in circumstances during the year ended December 31, 2024.

 ​

35

Table of Contents

Retirement Benefit Plans

We provide certain employees with retirement benefits through defined benefit plans.

The defined benefit obligation is determined annually by independent qualified actuaries using the projected unit credit method and is measured at the present value of the estimated future cash outflows using a discount rate based on AA-rated corporate bond yields of appropriate duration. The plan assets are recognized at fair value. The funded status of the defined benefit pension plan (“plan”), being the resulting surplus or deficit of defined benefit assets less liabilities, is recognized in the Consolidated Balance Sheets, net of any taxes that would be deducted at source.

Actuarial gains and losses arise as a result of differences between actual experience and actuarial assumptions. We have adopted the “10% corridor” method for recognizing actuarial gains and losses. This means that cumulative actuarial gains or losses up to an amount equal to 10% of the higher of the liabilities and the assets of the scheme (“corridor”) have no immediate impact on net income and are instead recognized through other comprehensive income. Cumulative gains or losses greater than this corridor are amortized to net income over the average future lifetime of inactive members of the plan on the grounds that there are no further active members of the plans remaining.

Net periodic benefit cost is recorded as a component of net income in the Consolidated Statements of Comprehensive Income and includes service cost, interest cost and the expected return on plan assets.

The net periodic benefit costs and period-end obligations under defined benefit pension plans are determined using actuarial valuations. The actuarial valuation involves making a number of assumptions, including those related to the discount rate, the expected rate of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.

The table below shows the movement in funded status that would result from certain sensitivity changes (in millions):

 ​

[[GREPCENT_TABLE]]
[["\u200b","","Hypothetical decrease"],["\u200b","","in funded status at"],["\u200b","","December 31, 2024"],["Discount rate: -0.1%","","$","5.0"],["Inflation: +0.1%","","$","1.1"],["Life expectancy: +1 year at age 65","","$","15.0"],["Market value of return seeking portfolio falls 25%","","$","0.3"]]
[[/GREPCENT_TABLE]]

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Income Taxes

We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions. Accordingly, the provision for income taxes represents the total estimate of the liability that we have incurred for doing business each year in all of the locations. We file tax returns annually that represent filing positions within each jurisdiction and settle return liabilities. Each jurisdiction has the right to audit those returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of the annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in the Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled.

In the assessment of uncertain tax positions, significant management judgment is required to estimate the range of possible outcomes and determine the probability, on a more likely than not basis, of favorable or unfavorable tax outcomes and the potential interest and penalties related to such unfavorable outcomes. Actual future tax consequences on settlement of our uncertain tax positions may be materially different than management’s current estimates. As of December 31, 2024, unrecognized tax benefits were $28.9 million.

Deferred tax assets, net of any associated valuation allowance, have been recognized based on management’s belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from expectations, or if historical trends of positive operating income change, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred income tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability and the duration of statutory carryback and carryforward periods, among other factors.