Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Janus Henderson Group plc | |
Entity Central Index Key | 1,274,173 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 200,406,138 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Fees and other receivables | $ 370.9 | $ 165.5 |
OEIC and unit trust receivables | 208.1 | 142.1 |
Other current assets | 70.3 | 28.5 |
Total current assets | 2,073.7 | 1,060.7 |
Non-current assets: | ||
Property, equipment and software, net | 74.3 | 41.2 |
Intangible assets, net | 3,210.3 | 401.3 |
Goodwill | 1,498.2 | 741.5 |
Retirement benefit asset, net | 206.3 | 180.2 |
Other non-current assets | 24.4 | 8.5 |
Total assets | 7,087.2 | 2,433.4 |
Current liabilities: | ||
Current portion of accrued compensation, benefits and staff costs | 275.5 | 147 |
Current portion of long-term debt | 83.3 | |
OEIC and unit trust payables | 199.1 | 137.9 |
Total current liabilities | 870.2 | 452.8 |
Non-current liabilities: | ||
Accrued compensation, benefits and staff costs | 29.3 | 8.7 |
Long-term debt | 322.7 | |
Deferred tax liabilities, net | 1,098.2 | 70.7 |
Retirement benefit obligations, net | 6.8 | 11.9 |
Other non-current liabilities | 96.8 | 39 |
Total liabilities | 2,424 | 583.1 |
Commitments and contingencies (See Note 13) | ||
REDEEMABLE NONCONTROLLING INTERESTS | 210.8 | 158 |
EQUITY | ||
Common stock ( $1.50 par and 0.125 par, 480,000,000 and 2,194,910,776 shares authorized; 200,406,138 and 1,131,842,109 shares issued and outstanding, respectively) | 300.6 | 234.4 |
Additional paid-in-capital | 3,823.7 | 1,237.9 |
Treasury shares (4,149,461 and 38,848,749 shares held, respectively) | (159.2) | (155.1) |
Accumulated other comprehensive loss, net of tax | (299.5) | (434.5) |
Retained earnings | 743.6 | 764.8 |
Total shareholders' equity | 4,409.2 | 1,647.5 |
Nonredeemable noncontrolling interests | 43.2 | 44.8 |
Total equity | 4,452.4 | 1,692.3 |
Total liabilities, redeemable noncontrolling interests and equity | 7,087.2 | 2,433.4 |
Consolidated excluding VIEs | ||
Current assets: | ||
Cash and cash equivalents | 650.1 | 279 |
Investment securities | 276.4 | 79.6 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 289.1 | 141.7 |
Consolidated VIEs | ||
Current assets: | ||
Cash and cash equivalents | 49.6 | 44.2 |
Investment securities | 437.4 | 313.7 |
Other current assets | 10.9 | 8.1 |
Current liabilities: | ||
Accounts payable and accrued liabilities | $ 23.2 | $ 26.2 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Sep. 30, 2017$ / sharesshares | Dec. 31, 2016£ / sharesshares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par (in dollars/pounds per share) | (per share) | $ 1.50 | £ 0.125 |
Common stock, shares authorized | 480,000,000 | 2,194,910,776 |
Common stock, shares issued | 200,406,138 | 1,131,842,109 |
Common stock, shares outstanding | 200,406,138 | 1,131,842,109 |
Treasury shares (in shares) | 4,149,461 | 38,848,749 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Management fees | $ 477.7 | $ 217.7 | $ 971.2 | $ 658.9 |
Performance fees (expenses) | (2.1) | 9.3 | 70.4 | 38 |
Shareowner servicing fees | 30.2 | 40.1 | ||
Other revenue | 31.6 | 18 | 70 | 59.6 |
Total revenue | 537.4 | 245 | 1,151.7 | 756.5 |
Operating expenses: | ||||
Employee compensation and benefits | 176.7 | 65.7 | 370.7 | 200.3 |
Long-term incentive plans | 50.9 | 20.2 | 114.6 | 71.5 |
Distribution expenses | 82.8 | 50.7 | 190.6 | 162.6 |
Investment administration | 11.7 | 10.9 | 31.6 | 35.4 |
Marketing | 8.1 | 2.6 | 21.4 | 9.7 |
General, administrative and occupancy | 54.2 | 25 | 146.6 | 73.9 |
Depreciation and amortization | 14.8 | 5.8 | 30.5 | 17 |
Total operating expenses | 399.2 | 180.9 | 906 | 570.4 |
Operating income | 138.2 | 64.1 | 245.7 | 186.1 |
Interest expense | (4.7) | (0.5) | (7.8) | (6.1) |
Investment gains (losses), net | 6.1 | (2) | 15 | (4.1) |
Other non-operating income (expenses), net | 8.7 | 0.5 | 8 | (2.1) |
Income before taxes | 148.3 | 62.1 | 260.9 | 173.8 |
Income tax provision | (46.1) | (8.5) | (74.6) | (25.4) |
Net income | 102.2 | 53.6 | 186.3 | 148.4 |
Net loss (income) attributable to noncontrolling interests | (2.7) | (0.2) | (2.5) | 2.8 |
Net income attributable to JHG | $ 99.5 | $ 53.4 | $ 183.8 | $ 151.2 |
Earnings per share attributable to JHG common shareholders: | ||||
Basic (in dollars per share) | $ 0.49 | $ 0.48 | $ 1.20 | $ 1.36 |
Diluted (in dollars per share) | $ 0.49 | $ 0.46 | $ 1.19 | $ 1.30 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gains (losses) | $ 41.6 | $ (39.5) | $ 116.1 | $ (174.1) |
Net unrealized gains (losses) on available-for-sale securities | 0.2 | 0.9 | (0.2) | 0.4 |
Actuarial gains | 0.1 | |||
Other comprehensive income (loss ), net of tax | 41.8 | (38.6) | 115.9 | (173.6) |
Other comprehensive loss (income) attributable to noncontrolling interests | 2.8 | (0.5) | 19.1 | (7.7) |
Other comprehensive income (loss) attributable to JHG | 44.6 | (39.1) | 135 | (181.3) |
Total Comprehensive income (loss) | 144 | 15 | 302.2 | (25.2) |
Total comprehensive loss (income) attributable to noncontrolling interests | 0.1 | (0.7) | 16.6 | (4.9) |
Total Comprehensive income (loss) attributable to JHG | $ 144.1 | $ 14.3 | $ 318.8 | $ (30.1) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||||
Net income | $ 102.2 | $ 53.6 | $ 186.3 | $ 148.4 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 14.8 | 5.8 | 30.5 | 17 |
Stock-based compensation plan expense | 57.3 | 30.1 | ||
Losses from equity-method investments | 3.2 | |||
Investment gains (losses), net | (6.1) | 2 | (15) | 4.1 |
Contributions to pension plans in excess of costs recognized | (14.7) | (1.9) | ||
Other, net | (5.1) | 5.5 | ||
Changes in operating assets and liabilities: | ||||
OEIC and unit trust receivables and payables | (4.8) | (0.1) | ||
Other assets | (88.1) | (26.7) | ||
Other accruals and liabilities | 71.8 | (53.4) | ||
Net operating activities | 218.2 | 126.2 | ||
Investing activities: | ||||
Cash acquired from acquisition | 417.2 | |||
Proceeds from Investment securities - VIEs, net | 102.6 | |||
Proceeds from Investment securities - seed capital, net | 23.9 | 5.4 | ||
Purchases of investment securities - VIEs, net | (73) | (53.8) | ||
Property, equipment and software | (9.1) | (13.2) | ||
Investment income received by consolidated funds | 5 | |||
Cash movement on deconsolidation of consolidated funds | (5.3) | |||
Net cash paid on settled hedges | (16.3) | (41.3) | ||
Proceeds from sale of Volantis | 0.5 | |||
Net investing activities | 519 | (102.5) | ||
Financing activities: | ||||
Proceeds from settlement of convertible note hedge | 59.3 | |||
Settlement of stock warrant | (47.8) | |||
Proceeds from issuance of options | 25.7 | |||
Proceeds from stock-based compensation plans | 2.4 | 8.3 | ||
Purchase of common stock for stock-based compensation plans | (44.3) | (45.9) | ||
Dividends paid to shareholders | (192.3) | (162) | ||
Repayment of long-term debt | (50.2) | (208.9) | ||
Distributions to noncontrolling interests | (0.8) | |||
Third-party sales (redemptions) in consolidated seeded investment products, net | (122.7) | 48.8 | ||
Principal payments under capital lease obligations | (0.4) | |||
Net financing activities | (371.1) | (359.7) | ||
Cash and cash equivalents: | ||||
Effect of foreign exchange rate changes | 10.4 | (24) | ||
Net change | 376.5 | (360) | ||
At beginning of period | 699.7 | 323.2 | 583.7 | |
At end of period | 699.7 | 223.7 | 699.7 | 223.7 |
Supplemental cash flow information: | ||||
Cash paid for interest | 8 | 7.5 | ||
Cash paid for income taxes, net of refunds | 55.7 | 22.9 | ||
Reconciliation of cash and cash equivalents | ||||
Cash and cash equivalents | 699.7 | 223.7 | 323.2 | 583.7 |
Consolidated excluding VIEs | ||||
Investing activities: | ||||
Dividends received from equity-method investments | (0.2) | (0.7) | ||
Cash and cash equivalents: | ||||
At beginning of period | ||||
At end of period | 650.1 | 183.4 | 650.1 | 183.4 |
Reconciliation of cash and cash equivalents | ||||
Cash and cash equivalents | 650.1 | 183.4 | 650.1 | 183.4 |
Consolidated VIEs | ||||
Investing activities: | ||||
Purchases of investment securities - VIEs, net | (53.8) | |||
Cash and cash equivalents: | ||||
At beginning of period | ||||
At end of period | 49.6 | 40.3 | 49.6 | 40.3 |
Reconciliation of cash and cash equivalents | ||||
Cash and cash equivalents | $ 49.6 | $ 40.3 | $ 49.6 | $ 40.3 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Common stock | Additional paid-in-capital | Treasury shares | Accumulated other comprehensive loss | Retained earnings | Nonredeemable noncontrolling interests | Total |
Balance at Dec. 31, 2015 | $ 234.4 | $ 1,237.9 | $ (175.3) | $ (189.6) | $ 759.5 | $ 44.1 | $ 1,911 |
Balance (in shares) at Dec. 31, 2015 | 1,131,800,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 151.2 | (2.8) | 148.4 | ||||
Other comprehensive income (loss) | (181.3) | 7.7 | (173.6) | ||||
Dividends paid to shareholders | (162) | (162) | |||||
Purchase of common stock for stock-based compensation plans | (45.9) | (45.9) | |||||
Vesting of stock-based compensation plans | 67.4 | (67.4) | |||||
Stock-based compensation plan expense | 30.1 | 30.1 | |||||
Proceeds from stock-based compensation plans | 8.3 | 8.3 | |||||
Balance at Sep. 30, 2016 | $ 234.4 | 1,237.9 | (153.8) | (370.9) | 719.7 | 49 | 1,716.3 |
Balance (in shares) at Sep. 30, 2016 | 1,131,800,000 | ||||||
Balance at Dec. 31, 2016 | $ 234.4 | 1,237.9 | (155.1) | (434.5) | 764.8 | 44.8 | $ 1,692.3 |
Balance (in shares) at Dec. 31, 2016 | 1,131,800,000 | 1,131,842,109 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Share consolidation (in shares) | (1,018,600,000) | ||||||
Net income | 183.8 | 1.6 | $ 185.4 | ||||
Other comprehensive income (loss) | 135 | (19.1) | 115.9 | ||||
Dividends paid to shareholders | (192.3) | (192.3) | |||||
Distributions to noncontrolling interests | (0.6) | (0.6) | |||||
Fair value adjustments to redeemable noncontrolling interests | (0.2) | (0.2) | |||||
Derivative instruments acquired on acquisition | 31.4 | 31.4 | |||||
Noncontrolling interests recognized on acquisition | 16.5 | 16.5 | |||||
Redemptions of convertible debt and settlement of derivative instruments | (6.4) | (6.4) | |||||
Tax impact of convertible debt redemptions and settlement of derivative instruments | (5.7) | (5.7) | |||||
Purchase of common stock for stock-based compensation plans | (44.3) | (44.3) | |||||
Issuance of common stock | $ 130.8 | 2,551.2 | 2,682 | ||||
Issuance of common stock (in shares) | 87,200,000 | ||||||
Redenomination and reduction of par value of stock | $ (64.6) | 64.6 | |||||
Acquisition adjustment in relation to unvested awards | (81.3) | (81.3) | |||||
Vesting of stock-based compensation plans | (17.8) | 40.2 | (22.4) | ||||
Stock-based compensation plan expense | 47.4 | 9.9 | 57.3 | ||||
Proceeds from stock-based compensation plans | 2.4 | 2.4 | |||||
Balance at Sep. 30, 2017 | $ 300.6 | $ 3,823.7 | $ (159.2) | $ (299.5) | $ 743.6 | $ 43.2 | $ 4,452.4 |
Balance (in shares) at Sep. 30, 2017 | 200,400,000 | 200,406,138 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | Note 1 — Basis of Presentation In the opinion of management of Janus Henderson Group plc (“JHG” or “the Group”), previously Henderson Group plc (“Henderson”), the accompanying condensed consolidated financial statements contain all adjustments necessary to fairly present the financial position, results of operations and cash flows of JHG in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the annual consolidated financial statements and notes included in the Henderson annual financial statements for the year ended December 31, 2016, which can be found in JHG’s prospectus dated March 21, 2017, as filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-216824) (the “Prospectus”). Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date and are included in the notes to the condensed consolidated financial statements. The Group had $9.9 million and $30.1 million of stock-based compensation costs and nil and $8.3 million of proceeds from stock-based compensation plans included in retained earnings during the nine-month periods ended September 30, 2017, and September 30, 2016, respectively. Prior to the Group’s Extraordinary General Meeting (“EGM”) on April 26, 2017, the Group’s articles of association did not allow the Group to recognize these items in additional paid-in-capital. A change in the Group’s articles of association was approved at the EGM and from April 26, 2017, all costs in relation to stock-based compensation will be recognized in additional paid-in-capital. The accumulated balance in relation to stock-based compensation plans within retained earnings as of September 30, 2017, and December 31, 2016, was $(105.4) million and $(92.9) million, respectively. Share Redenomination and Consolidation On April 26, 2017, Henderson redenominated its ordinary shares from Great British pound (“GBP”) to U.S. dollar (“USD”), resulting in a change in par value from £0.125 to $0.1547 per share. At that time, Henderson had 1,131,842,110 shares in issue and as a result the ordinary share nominal capital became $175.1 million. The difference between the revised ordinary share nominal capital balance of $175.1 million and the previously stated ordinary share nominal capital balance of $234.4 million (converted at the historic exchange rate rather than the rate required for the redenomination under Jersey company law) was recognized as a component of additional paid-in-capital. Consequently, the additional paid-in-capital balance was adjusted from $1,237.9 million to $1,297.2 million. Additionally, in accordance with a special resolution passed by the shareholders on May 3, 2017, the par value of the shares of Henderson was reduced to $0.15 per share, from $0.1547 per share, and the total ordinary share nominal capital became $169.8 million. In accordance with that resolution, the reduction in the total ordinary share nominal capital of $5.3 million was credited to the additional paid-in-capital account, which moved from $1,297.2 million to $1,302.5 million. On April 26, 2017, the shareholders approved a 10-to-1 share consolidation, which took effect on May 30, 2017. As a result of the share consolidation, the number of shares in issue was reduced by a factor of 10, and the par value of the shares became $1.50. Merger with Janus Capital Group Inc . On May 30, 2017 (the “Closing Date”), Henderson and Janus Capital Group Inc. (“JCG”), a U.S.-based asset manager, announced the completion of an all-stock merger of equals (“the Merger”). The Merger is expected to accelerate the Group’s strategic objectives for growth, diversification and the creation of a global active investment manager. Based on an evaluation of the Merger agreement provisions, Henderson was determined to be the acquirer for accounting purposes. The historical financial statements and notes included herein represent Henderson. Prior to the Merger, Henderson’s functional currency was GBP. After consideration of numerous factors, management concluded that the post-Merger functional currency of JHG is USD. The Condensed Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2017, includes JCG results from the Closing Date. See Note 2 — Acquisitions, for more information on the Merger. Recent Accounting Pronouncements Not Yet Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new revenue recognition standard. The standard’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. The revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Group is evaluating the effect of adopting this new accounting standard, including the amending Accounting Standards Update (“ASU”). Management is currently reviewing the terms and conditions of its revenue contracts. While this review is ongoing, the Group does not expect a significant change in the timing of revenue recognition for its management fees, performance fees, servicing fees and its other revenue upon adoption of the new guidance. However, the Group’s evaluation is not complete. In March 2016, the FASB issued an amendment to its principal-versus-agent guidance in the FASB’s new revenue standard. The key provisions of the amendment are assessing the nature of the entity’s promise to the customer, identifying the specified goods or services, and applying the control principle and indicators of control. The amendment is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. In addition, entities are required to adopt the amendment by using the same transition method they used to adopt the new revenue standard. The Group’s principal-versus-agent assessment is focused on treatment of distribution fees collected from mutual fund assets and whether such fees should be reported as revenue (1) on a gross basis or (2) on a net basis, where such fees are reduced by distribution fees paid by the Group to intermediaries. Presently, certain distribution and servicing fees are presented on a gross basis, while others are presented on a net basis, with respective presentations dictated by the terms of the underlying distribution and servicing agreements. While the Group’s assessment is ongoing and not complete, management currently anticipates presenting all distribution and servicing fees on a gross basis upon adoption of the new guidance. Financial Instruments In January 2016, the FASB issued amendments to its financial instruments standard, including changes relating to the accounting for equity investments and the presentation and disclosure requirements for financial instruments. Under the amended guidance, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification (changes in fair value reported in other comprehensive income) for equity securities with readily determinable fair values. The amended guidance also requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category (e.g., fair value, amortized cost, lower of cost or market value) and form of financial asset (e.g., loans, securities). The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Although the Group is evaluating the effect of adopting this new accounting standard, management does not expect the adoption to have a material impact on its results of operations or cash flows. Leases In February 2016, the FASB issued a new standard on accounting for leases. The new standard represents a significant change to lease accounting and introduces a lessee model that brings most leases onto the balance sheet. The standard also aligns certain of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. Furthermore, the new standard addresses other concerns related to the current leases model. The standard is effective for fiscal years beginning after December 15, 2018. The Group is evaluating the effect of adopting this new accounting standard. Statements of Cash Flows In August 2016, the FASB issued an ASU to clarify guidance on the classification of certain cash receipts and cash payments in the statements of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice regarding eight types of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Although the Group is evaluating the effect of adopting this new accounting standard, management does not expect the adoption to have a material impact on the Consolidated Statements of Cash Flows. In November 2016, the FASB issued an ASU to clarify guidance on the classification and presentation of restricted cash in the statements of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Although the Group is evaluating the effect of adopting this new accounting standard, management does not expect the adoption to have a material impact on the Consolidated Statements of Cash Flows. Goodwill Impairment Testing In January 2017, the FASB issued an ASU that simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of the reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU is effective for annual and interim impairment tests for periods beginning after December 15, 2021. Early adoption is allowed for annual and interim impairment tests occurring after January 1, 2017. The Group will complete its annual goodwill impairment tests according to the new guidance. Hedge Accounting In August 2017, the FASB issued an ASU that amends hedge accounting. The ASU expands the strategies eligible for hedge accounting, changes how companies assess hedge effectiveness and will require new disclosures and presentation. The ASU is effective on January 1, 2019, for calendar year-end companies; however, early adoption is permitted. The Group is evaluating the effect of adopting this new accounting standard. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
ACQUISITIONS | |
ACQUISITIONS | Note 2 — Acquisitions Merger with JCG On the Closing Date, pursuant to the Agreement and Plan of Merger dated as of October 3, 2016 (the “Merger Agreement”), by and among JCG, a Delaware corporation, Henderson, a company incorporated in Jersey, and Horizon Orbit Corp., a Delaware corporation and a direct and wholly owned subsidiary of Henderson (“Merger Sub”), Merger Sub merged with and into JCG, with JCG surviving such merger as a direct and wholly owned subsidiary of Henderson. Upon closing of the Merger, Henderson became the parent holding company for the combined group and was renamed Janus Henderson Group plc. Upon closing of the Merger, holders of JCG common stock received 0.47190 fully paid and non-assessable JHG ordinary shares with a par value of $1.50 per share (the “Ordinary Shares”) for each share of JCG common stock held, plus cash in lieu of any fractional shares based on prevailing market prices. Effective immediately prior to the closing of the Merger, Henderson implemented a share consolidation of ordinary shares at a ratio of one Ordinary Share (or Chess Depositary Interest (“CDI”), as applicable) for every 10 ordinary shares (or CDIs, as applicable) outstanding. The fair value of consideration transferred to JCG common stockholders was $2,600.7 million, representing 87.2 million shares of JHG transferred at a share price of $30.75 each as of the Closing Date, adjusted for a post-combination stock-based compensation charge for unvested shares in relation to JCG share plans. The issuance of JHG shares in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to JHG’s registration statement on Form F- 4 (File No. 333- 216824) filed with the SEC on March 20, 2017 (the “Registration Statement”). Preliminary Fair Values of Assets Acquired and Liabilities Assumed Preliminary estimates of fair values of the assets acquired and liabilities assumed are based on information available as of the closing of the Merger. The Group is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the closing of the Merger. The preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed is presented in the following table (in millions): Preliminary purchase price allocation Assets: Cash and cash equivalents $ Investment securities Fees and other receivables Other current assets Property, equipment and software Intangible assets Goodwill Other non-current assets Liabilities: Long-term debt Deferred tax liabilities Other current liabilities Other non-current liabilities Noncontrolling interests Net assets acquired $ Goodwill Goodwill primarily represents the value JHG expects to obtain from growth opportunities and synergies for the combined operations. Goodwill is not deductible for tax purposes. Intangible Assets Acquired intangible assets include the value of investment advisory agreements for mutual funds, separate accounts and exchange traded products (“ETPs”). Also included are the values of acquired trademarks, which include trademarks for Janus Capital Management LLC (“Janus”), Intech Investment Management LLC (“Intech”), Kapstream Capital Pty Limited (“Kapstream”), Perkins Investment Management LLC (“Perkins”) and VS Holdings Inc. (“VelocityShares”). Preliminary estimates of acquired intangible assets and their weighted-average estimated useful lives are presented in the following table (in millions): Estimated useful Estimated life (weighted- fair value average in years) Investment management contracts: Mutual funds $ Indefinite Separate accounts Exchange traded notes Exchange traded funds Indefinite Trademarks Indefinite Total $ The following table presents movements in intangible assets during the period (in millions): Foreign December 31, currency September 30, 2016 Merger Amortization translation 2017 Indefinite-lived intangible assets: Investment management agreements $ $ $ — $ $ Trademarks — — Definite-lived intangible assets: Client relationships — Accumulated amortization ) — ) ) ) Net intangible assets $ $ $ ) $ $ Amortization expense was $7.0 million and $15.7 million for the three and nine months ended September 30, 2017, respectively, and $3.7 million and $11.1 million for the same periods in 2016. Expected future amortization expense is summarized below (in millions): Year ended December 31, Amount 2017 (remainder of year) $ 2018 2019 2020 2021 2022 Thereafter Total $ Debt The fair value of JHG’s debt was valued using broker quotes and recent trading activity, which are considered fair value Level 2 inputs. The acquired 0.750% Convertible Senior Notes due 2018 (“2018 Convertible Notes”) may be wholly or partially settled in cash, and thereby the liability and conversion feature components are accounted for separately. The $115.2 million liability component at the Closing Date was determined by discounting future contractual cash flows at a 1.9% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The liability component will accrete up to the face value of $116.6 million, through interest expense, over the remaining term of the notes. The $42.9 million equity component was determined as the difference between the liability component and the fair value of the notes at the Closing Date. The 4.875% Senior Notes due 2025 (“2025 Senior Notes”) were recorded at their fair value of $323.7 million at the time of the Merger. The 2025 Senior Notes include unamortized debt premium, net at September 30, 2017, of $22.7 million, which will be amortized over the remaining life of the notes through interest expense. The unamortized debt premium is recorded as a liability within long-term debt on JHG’s Condensed Consolidated Balance Sheets. Deferred Tax Liabilities, Net Deferred income taxes primarily relate to deferred income tax balances acquired from JCG and the deferred tax impact of fair value adjustments to the assets and liabilities acquired from JCG, including intangible assets and long-term debt. Deferred income taxes were provisionally estimated based on statutory tax rates in the jurisdictions of the legal entities where the acquired assets and liabilities are taxed. Tax rates used are continually assessed, and updates to deferred income tax estimates are based on any changes to provisional valuations of the related assets and liabilities and refinement of the effective tax rates, which could result in changes to these provisional values. Pro Forma Results of Operations The following table presents summarized unaudited supplemental pro forma operating results as if the Merger had occurred at the beginning of each of the periods presented (in millions): Nine months ended September 30, 2017 2016 Revenues $ $ Net income attributable to JHG $ $ The only adjustment made was the inclusion of the JCG results for the periods presented. JCG Results of Operations Revenue (inclusive of revenue from certain mandates transferred to JCG from Henderson after the Merger) and net income of JCG from the Closing Date through the end of the third quarter of 2017 included in JHG’s Condensed Consolidated Statements of Comprehensive Income are presented in the following table (in millions): Closing Date - September 30, 2017 Revenues $ Net income attributable to JCG $ Options On the Closing Date of the Merger, JHG sold 20 tranches of conditional options to Dai-ichi Life Holdings Inc. (“Dai-ichi”), with each tranche allowing Dai-ichi to purchase 500,000 JHG ordinary shares at a strike price of £29.972 per share (the terms of such options having been adjusted in accordance with the terms of the Dai-ichi Option Agreement to take account of the effect of the share consolidation). The cash consideration received for the options was £19.8 million ($25.7 million). The options can be exercised by Dai-ichi during the period from the Closing Date of the Merger until October 3, 2018. As of September 30, 2017, the fair value of the options was $17.5 million. Contingent Consideration Acquisitions prior to the Merger included contingent consideration. Refer to Note 5 — Fair Value Measurements for a detailed discussion of the terms of the contingent consideration. |
CONSOLIDATION
CONSOLIDATION | 9 Months Ended |
Sep. 30, 2017 | |
CONSOLIDATION | |
CONSOLIDATION | Note 3 — Consolidation Variable Interest Entities Consolidated Variable Interest Entities JHG’s consolidated variable interest entities (“VIEs”) as of September 30, 2017, include certain consolidated seeded investment products in which the Group has an investment and acts as the investment manager. The assets of these VIEs are not available to JHG or the creditors of JHG. JHG may not, under any circumstances, access cash and cash equivalents held by consolidated VIEs to use in its operating activities or otherwise. In addition, the investors in these VIEs have no recourse to the credit of the Group. Consolidated VIE assets and liabilities, presented after intercompany eliminations, at September 30, 2017, and December 31, 2016, are as follows (in millions): September 30, December 31, 2017 2016 Investment securities $ $ Cash and cash equivalents Other current assets Accounts payable and accrued liabilities ) ) Total Redeemable noncontrolling interests in consolidated VIEs ) ) Nonredeemable noncontrolling interests in consolidated VIEs ) ) JHG’s net interest in consolidated VIEs $ $ Unconsolidated Variable Interest Entities At September 30, 2017, and December 31, 2016, JHG’s carrying values of investment securities included on the Condensed Consolidated Balance Sheets pertaining to unconsolidated VIEs was $1.1 million and nil, respectively. JHG’s total exposure to unconsolidated VIEs represents the value of its economic ownership interest in the investment securities. Voting Rights Entities Consolidated Voting Rights Entities The following table presents the balances related to consolidated voting rights entities (“VREs”) that were recorded on JHG’s Condensed Consolidated Balance Sheets, including JHG’s net interest in these products (in millions): September 30, December 31, 2017 2016 Investment securities $ $ Cash and cash equivalents — Other current assets — Accounts payable and accrued liabilities ) — Total Redeemable noncontrolling interests in consolidated VREs ) — JHG’s net interest in consolidated VREs $ $ JHG’s total exposure to consolidated VREs represents the value of its economic ownership interest in these seeded investment products. JHG may not, under any circumstances, access cash and cash equivalents held by consolidated VREs to use in its operating activities or for any other purpose. Unconsolidated Voting Rights Entities At September 30, 2017, and December 31, 2016, JHG’s carrying value of investment securities included on the Condensed Consolidated Balance Sheets pertaining to unconsolidated VREs was $54.2 million and $4.9 million, respectively. JHG’s total exposure to unconsolidated VREs represents the value of its economic ownership interest in the investment securities. |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 9 Months Ended |
Sep. 30, 2017 | |
INVESTMENT SECURITIES | |
INVESTMENT SECURITIES | Note 4 — Investment Securities JHG’s investment securities as of September 30, 2017, and December 31, 2016, are summarized as follows (in millions): September 30, December 31, 2017 2016 Trading securities: Seeded investment products: Consolidated VIEs $ $ Consolidated VREs Unconsolidated VIEs and VREs Separate accounts — Pooled investment funds — Total seeded investment products Investments related to deferred compensation plans Other investments Total trading securities Available-for-sale securities: Seeded investment products: Consolidated VIEs Unconsolidated VIEs and VREs Total available-for-sale securities Total investment securities $ $ Trading Securities Net unrealized gains on trading securities held as of September 30, 2017 and 2016, are summarized as follows (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Trading securities held at period end $ $ $ $ Available-for-Sale Securities The following is a summary of available-for-sale securities as of September 30, 2017, and December 31, 2016 (in millions): Gross unrealized Foreign investment currency Cost Gains Losses translation Fair value September 30, 2017: Available-for-sale securities $ $ $ — $ $ December 31, 2016: Available-for-sale securities $ $ $ — $ $ Derivative Instruments JHG maintains an economic hedge program that uses derivative instruments to mitigate against market volatility of certain seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps (“TRSs”) and credit default swaps. Certain foreign currency exposures associated with the Group’s seeded investment products are also hedged by using foreign currency forward contracts. JHG was party to the following derivative instruments as of September 30, 2017, and December 31, 2016 (in millions): Notional value September 30, 2017 December 31, 2016 Futures $ $ Credit default swaps — Index swaps Total return swaps Foreign currency forward contracts The derivative instruments are not designated as hedges for accounting purposes, with the exception of foreign currency forward contracts used for net investment hedging. Changes in fair value of the futures, index swaps, TRSs and credit default swaps are recognized in investment gains (losses), net in JHG’s Condensed Consolidated Statements of Comprehensive Income. Changes in the fair value of the foreign currency forward contracts designated as hedges for accounting purposes are recognized in other comprehensive income (loss), net of tax in JHG’s Condensed Consolidated Statements of Comprehensive Income. The value of the individual derivative contracts are recognized on a gross basis and included in other current assets or accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. The Group has entered into netting arrangements with certain counterparties. The impacts of any potential netting are shown below. The following tables illustrate the effect of offsetting derivative instruments on JHG’s Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016 (in millions): September 30, 2017 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Assets: Futures $ $ ) $ — $ Foreign currency forward contracts — — Total assets $ $ ) $ — $ Liabilities: Futures $ ) $ $ — $ ) Total return swaps ) — ) Index swaps ) — — Credit default swaps ) — ) Total liabilities $ ) $ $ $ ) December 31, 2016 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Liabilities: Total return swaps $ ) $ — $ $ — Index swaps ) — ) Foreign currency forward contracts ) — — ) Total liabilities $ ) $ — $ $ ) The Group recognized the following net foreign currency translation gains on hedged seed investments denominated in currencies other than the Group’s functional currency and net losses associated with foreign currency forward contracts under net investment hedge accounting for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Foreign currency translation $ $ $ $ Foreign currency forward contracts ) ) ) ) Total $ — $ — $ — $ — The foreign currency translation gains and losses on foreign currency forward contracts associated with the net investment hedge are recognized in other comprehensive income (loss), net of tax in JHG’s Condensed Consolidated Statements of Comprehensive Income. Derivative Instruments in Consolidated Seeded Investment Products Certain of the Group’s consolidated seeded investment products utilize derivative instruments to contribute to the achievement of defined investment objectives. These derivative instruments are classified within other current assets or accounts payable and accrued liabilities on JHG’s Condensed Consolidated Balance Sheets. Gains and losses on these derivative instruments are classified within investment gains (losses), net in JHG’s Condensed Consolidated Statements of Comprehensive Income. JHG’s consolidated seeded investment products were party to the following derivative instruments as of September 30, 2017, and December 31, 2016 (in millions): Notional value September 30, 2017 December 31, 2016 Futures $ $ Contracts for differences Credit default swaps Total return swaps — Interest rate swaps Options Swaptions Foreign currency forward contracts The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of September 30, 2017 (in millions): September 30, 2017 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Assets: Futures $ $ ) $ — $ Contracts for differences — — Interest rate swaps ) — — Total return swaps ) — — Credit default swaps — — Options ) — Foreign currency forward contracts ) Swaptions — — Total assets $ $ ) $ $ Liabilities: Futures $ ) $ $ — $ — Contracts for differences — — — — Interest rate swaps ) — ) Total return swaps ) — — Credit default swaps ) — — ) Options ) — ) Foreign currency forward contracts ) ) Swaptions ) — — ) Total liabilities $ ) $ $ $ ) The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of December 31, 2016 (in millions): December 31, 2016 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral Net amounts Assets: Futures $ $ ) $ — $ Contracts for differences ) — Interest rate swaps ) — — Options ) — Foreign currency forward contracts — ) — Total assets $ $ ) $ ) $ Liabilities: Futures $ ) $ $ — $ — Contracts for differences ) — — Interest rate swaps ) — — Credit default swaps ) — — ) Options ) — — Foreign currency forward contracts ) — ) Total liabilities $ ) $ $ $ ) As of September 30, 2017, certain consolidated seeded investment products sold credit protection through the use of credit default swap contracts. This type of arrangement did not exist as of December 31, 2016. The contracts provide alternative credit risk exposure to individual companies and countries outside of traditional bond markets. The terms of the credit default swap contracts range from one to five years. As sellers in credit default swap contracts, the consolidated seeded investment products would be required to pay the notional value of a referenced debt obligation to the counterparty in the event of a default on the debt obligation by the issuer. The notional value represents the estimated maximum potential undiscounted amount of future payments required upon the occurrence of a credit default event. As of September 30, 2017, the notional values of the agreements totaled $3.9 million. The credit default swap contracts include recourse provisions that allow for recovery of a certain percentage of amounts paid upon the occurrence of a credit default event. As of September 30, 2017, the fair value of the credit default swap contracts selling protection was $0.1 million. Investment Gains (Losses), Net Investment gains (losses), net in JHG’s Condensed Consolidated Statements of Comprehensive Income included the following for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Seeded investment products $ $ $ $ Fair value movements on derivatives ) ) ) ) Gain on sale of Volantis — — — Other — — Investment gains (losses), net $ $ ) $ $ ) On April 1, 2017, the Group completed the sale of its alternative UK small cap team (“Volantis”). Consideration for the sale was a 10% share of the management and performance fees generated by Volantis for a period of three years. During the nine months ended September 30, 2017, a $10.2 million gain was recognized in investment gains (losses), net in the Condensed Consolidated Statements of Comprehensive Income, representing the net present value of estimated future cash flows. Cash Flows Cash flows related to investment securities for the nine months ended September 30, 2017 and 2016, are summarized as follows (in millions): Nine months ended September 30, 2017 2016 Purchases Sales, Purchases Sales, and settlements and and settlements and settlements maturities settlements maturities Trading securities $ ) $ $ ) $ — Available-for-sale securities ) — Total cash flows $ ) $ $ ) $ |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | Note 5 — Fair Value Measurements The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of September 30, 2017 (in millions): 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 $ $ — $ — $ Investment securities: Consolidated VIEs - trading Other - trading — Consolidated VIEs - available-for-sale — — Other - available-for-sale — — Total investment securities Seed hedge derivatives — — Derivatives in consolidated seeded investment products — Volantis contingent consideration — — Total assets $ $ $ $ Liabilities: Derivatives in consolidated seeded investment products $ $ $ — $ Financial liabilities in consolidated seeded investment products — — Seed hedge derivatives — Current portion of long-term debt(1) — — Long-term debt(1) — — Deferred bonuses — — Contingent consideration — — Dai-ichi options — — Total liabilities $ $ $ $ Redeemable noncontrolling interests: Consolidated seeded investment products $ — $ — $ $ Intech — — Total redeemable noncontrolling interests $ — $ — $ $ (1) Carried at amortized cost and disclosed at fair value. The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of December 31, 2016 (in millions): 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: Investment securities: Consolidated VIEs - trading $ $ $ $ Other - trading — Consolidated VIEs - available-for-sale — Other - available-for-sale — — Total investment securities Derivatives in consolidated seeded investment products — Total assets $ $ $ $ Liabilities: Derivatives in consolidated seeded investment products $ $ $ — $ Financial liabilities in consolidated seeded investment products — — Contingent consideration — — Deferred bonuses — — Seed hedge derivatives — — Total liabilities $ $ $ $ Total redeemable noncontrolling interests in consolidated seeded investment products $ — $ — $ $ Level 1 Fair Value Measurements JHG’s Level 1 fair value measurements consist mostly of seeded investment products, investments in advised mutual funds, cash equivalents and investments related to deferred compensation plans with quoted market prices in active markets. The fair value level of consolidated seeded investment products is determined by the underlying securities of the product. The fair value level of unconsolidated seeded investment products is determined using the respective net asset value (“NAV”) of each product. Level 2 Fair Value Measurements JHG’s Level 2 fair value measurements consist mostly of consolidated seeded investment products and JHG’s long-term debt. The fair value of consolidated seeded investment products is determined by the underlying securities of the product. The fair value of JHG’s long-term debt is determined using broker quotes and recent trading activity, which are considered Level 2 inputs. Level 3 Fair Value Measurements Investment Products As of September 30, 2017, and December 31, 2016, certain securities within consolidated VIEs were valued using significant unobservable inputs, resulting in Level 3 classification. Contingent Consideration Acquisition of Geneva The consideration payable on the acquisition of Geneva Capital Management LLC (“Geneva”) in 2014 included two contingent tranches of up to $54.5 million and $25.0 million, payable over six years. No fair value adjustment was necessary in the period ended September 30, 2017. As of September 30, 2017, and December 31, 2016, the contingent consideration had a fair value of $21.8 million and $20.3 million, respectively, and was included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets. The fair value of the Geneva contingent consideration is estimated at each reporting date by forecasting revenue, as defined by the sale and purchase agreement, over the contingency period and by determining whether targets will be met. Significant unobservable inputs used in the valuation are limited to forecast revenues, which factor in expected growth in assets under management (“AUM”) based on performance and industry trends. Acquisition of Perennial The consideration payable on the acquisition of Perennial Fixed Interest Partners Pty Ltd and Perennial Growth Management Pty Ltd (together “Perennial”) included contingent consideration payable in 2017 and 2019 if revenues of the Perennial equities business meet certain targets. The total maximum payment over the entire contingent consideration period is $11.8 million as of September 30, 2017. In addition, there is a maximum amount of $41.2 million payable in two tranches in 2019 and 2020, which have employee service conditions attached (“earn-out”). The earn-out is accrued over the service period as compensation expense and is based on net management fee revenue. Fair value adjustments to the consideration during the three months ended September 30, 2017, resulted in a $1.8 million decrease to the liability. As of September 30, 2017, and December 31, 2016, the contingent consideration and earn-out had a combined fair value of $7.1 million and $5.2 million, respectively, which is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets. The fair value of the Perennial contingent consideration and earn-out is calculated at each reporting date by forecasting Perennial revenues over the contingency period and determining whether the forecasted amounts meet the defined targets. The significant unobservable input used in the valuation is forecasted revenue. Acquisition of Kapstream JCG’s acquisition of Kapstream was a two-stage acquisition. The original acquisition of 51% in July 2015 had contingent consideration payable at 18 and 36 months after acquisition if certain Kapstream AUM reach defined targets. The purchase of the remaining 49% had contingent consideration of up to $43.9 million. Payment of the contingent consideration is subject to all Kapstream products and certain products advised by the Group, reaching defined revenue targets on the first, second and third anniversaries of January 31, 2017. The contingent consideration will be payable in three equal installments on the anniversary dates and is indexed to the performance of a certain fund. Upon achieving the defined revenue targets, the holders receive the value of the contingent consideration adjusted for gains or losses attributable to the mutual fund to which the contingent consideration is indexed, subject to tax withholding. No fair value adjustment was necessary in the period ended September 30, 2017. As of September 30, 2017, the aggregate contingent consideration had a fair value of $43.0 million; $18.2 million is included in accounts payable and accrued liabilities, and $24.8 million is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets. As of September 30, 2017, the total maximum payment over the remaining contingent consideration period is $48.4 million. The total maximum payment includes fair value adjustments associated with the consideration, which is indexed to the performance of a certain fund. The fair value of the Kapstream contingent consideration is calculated at each reporting date by forecasting certain Kapstream AUM or defined revenue over the contingency period and determining whether the forecasted amounts meet the defined targets. Significant unobservable inputs used in the valuation are limited to forecasted Kapstream AUM and performance against defined revenue targets. Acquisition of VelocityShares JCG’s acquisition of VelocityShares in 2014 included contingent consideration. The remaining contingent consideration is payable on the third and fourth anniversaries of the acquisition, in amounts up to $8.0 million each. The payments are contingent on certain VelocityShares’ ETPs reaching defined net revenue targets. As of September 30, 2017, the total maximum payment over the remaining contingent consideration period is $16.0 million. Fair value adjustments to the consideration during the three months ended September 30, 2017, resulted in a $1.9 million decrease to the liability. As of September 30, 2017, the contingent consideration had a fair value of $4.7 million; $3.5 million is included in accounts payable and accrued liabilities, and $1.2 million is included in other non-current liabilities on JHG’s Condensed Consolidated Balance Sheets. The fair value of the VelocityShares contingent consideration is calculated at each reporting date by forecasting net ETP revenue, as defined by the purchase agreement, over the contingency period and by determining whether net forecasted ETP revenue targets are achieved. Significant unobservable inputs used in the valuation are considered non-public data and limited to forecasted gross revenues and certain expense items, which are deducted from these revenues. Disposal of Volantis On April 1, 2017, the Group completed the sale of Volantis. Consideration for the sale was a 10% share of the management and performance fees generated by Volantis for a period of three years. The fair value of the Volantis contingent consideration is estimated at each reporting date by forecasting revenues over the contingency period of three years. Significant unobservable inputs used in the valuation are limited to forecast revenues, which factor in expected growth in AUM based on performance and industry trends. Increases in forecast revenue increase the fair value of the consideration, while decreases in forecast revenue decrease the fair value. The forecasted share of revenues is then discounted back to the valuation date using an 11.8% discount rate. As of September 30, 2017, the fair value of the Volantis contingent consideration was $10.8 million. Deferred Bonuses Deferred bonuses represent liabilities to employees over the vesting period that will be settled by investments in JHG products. Dai-ichi Options As of September 30, 2017, the fair value of the options sold to Dai-ichi was $17.5 million. The fair value was determined using a Black-Sholes option pricing model. The Black-Sholes model requires management to estimate certain variables, primarily the volatility of the underlying shares. Changes in the fair value of the options are recognized in other non-operating income (expense), net in JHG’s Condensed Consolidated Statements of Comprehensive Income. Redeemable Noncontrolling Interests in Intech Intech became a subsidiary of the Group as a result of the Merger. Redeemable noncontrolling interests in Intech are measured at fair value on a quarterly basis or more frequently if events or circumstances indicate that a material change in the fair value of Intech has occurred. The fair value of Intech is determined using a valuation methodology that incorporates observable metrics from publicly traded peer companies as valuation comparables and adjustments related to investment performance and changes in AUM. Redeemable Noncontrolling Interests in Consolidated Seeded Investment Products Redeemable noncontrolling interests are measured at fair value. Their fair values are primarily driven by the fair value of the investments in consolidated funds. The fair value of redeemable noncontrolling interests may also fluctuate from period to period based on changes in the Group’s relative ownership percentage of seed investments. Changes in Fair Value Changes in fair value of JHG’s Level 3 assets for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Beginning of period fair value $ $ $ $ Balance acquired from the Merger — — — Additions — Settlements and transfers to Level 2 ) — ) — Movements recognized in net income — Movements recognized in other comprehensive income ) ) ) End of period fair value $ $ $ $ Changes in fair value of JHG’s individual Level 3 liabilities and redeemable noncontrolling interests for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Contingent Deferred Dai-ichi Redeemable Contingent Deferred Redeemable Beginning of period fair value $ $ $ $ $ $ $ Additions — — — — ) — — Changes in ownership — — — — — Net movement in bonus deferrals — — — — — Fair value adjustments ) — ) — — — Unrealized gains (losses) — — — — — Amortization of Intech appreciation rights — — — — — — Distributions — — — ) — — — Foreign currency translation — ) ) ) End of period fair value $ $ $ $ $ $ $ Nine months ended September 30, 2017 2016 Contingent Deferred bonuses Dai-ichi Redeemable Contingent Deferred bonuses Redeemable Beginning of period fair value $ $ $ — $ $ $ $ Balances acquired from the Merger — — — — — Additions — — — — — Changes in ownership — — — — — Net movement in bonus deferrals — — — — — Fair value adjustments — ) — — — Unrealized gains (losses) — — — ) — — Amortization of Intech appreciation rights — — — — — — Distributions — — — ) — — — Foreign currency translation ) ) ) End of period fair value $ $ $ $ $ $ $ Significant Unobservable Inputs Valuation techniques and significant unobservable inputs used in the valuation of JHG’s material Level 3 asset, the Group’s private equity investment included within consolidated VIEs, as of September 30, 2017, and December 31, 2016, were as follows (in millions): As of September 30, 2017 Fair value Valuation Significant Range (weighted Investment securities of consolidated VIEs - trading $ Discounted cash flow Discount rate EBITDA multiple Price-earnings ratio 12.0% - 30.0% (16.3)% 8.7 - 11.0 (9.1) 17.2 - 24.0 (18.4) As of December 31, 2016 Fair value Valuation Significant Range (weighted Investment securities of consolidated VIEs - trading $ Discounted cash flow Discount rate 12.0% - 30.0% (16.3)% 8.7 - 11.0 (9.1) 17.2 - 24.0 (18.4) Nonrecurring Fair Value Measurements Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. The Group measures the fair value of goodwill and intangible assets on initial recognition using discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements of these assets, such measurements are classified as Level 3. Goodwill and intangible assets were part of the preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed from the Merger. Refer to Note 2 — Acquisitions for additional information. Transfers Between Fair Value Levels The underlying securities of funds and separate accounts may trade on a foreign stock exchange. In some cases, the closing price of such securities may be adjusted to capture the effects of any post-closing activity affecting the markets in which they trade. Security prices are adjusted based upon historical impacts for similar post-close activity. These adjustments result in the securities being classified as Level 2 and may also result in movement of securities between Level 1 and Level 2. Transfers are recognized at the end of each reporting period. Transfers between Level 1, Level 2 and Level 3 classifications for the nine months ended September 30, 2017, were immaterial. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
DEBT | |
DEBT | Note 6 — Debt Debt as of September 30, 2017, and December 31, 2016, consisted of the following (in millions): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair value value value value 4.875% Senior Notes due 2025 $ $ $ — $ — 0.750% Convertible Senior Notes due 2018 — — Total debt — — Less: Current portion of long-term debt — — Total long-term debt $ $ $ — $ — 4.875% Senior Notes Due 2025 As a result of the Merger, the Group recognized 2025 Senior Notes with a nominal value of $300.0 million, which pay interest at 4.875% semiannually on February 1 and August 1 of each year and mature on August 1, 2025. The 2025 Senior Notes were recorded at their fair value of $323.7 million at the time of the Merger. The 2025 Senior Notes include unamortized debt premium, net at September 30, 2017, of $22.7 million, which will be amortized over the remaining life of the notes. The unamortized debt premium is recorded as a liability within long-term debt on JHG’s Condensed Consolidated Balance Sheets. 0.750% Convertible Senior Notes Due 2018 As a result of the Merger, the Group recognized 2018 Convertible Notes with a nominal value of $116.6 million. The 2018 Convertible Notes pay interest at 0.750% semiannually on January 15 and July 15 of each year and mature on July 15, 2018. The 2018 Convertible Notes had a fair value of $158.1 million at the time of the Merger. The 2018 Convertible Notes may be wholly or partially settled in cash at the election of JHG and thereby the liability and conversion feature components of the notes were accounted for separately. The $115.2 million liability component at the Closing Date was determined by discounting future contractual cash flows at a 1.9% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The $42.9 million equity component was determined as the difference between the liability component and the fair value of the notes at the Closing Date. The fair value as of September 30, 2017, in the table above represents the fair value of the liability component. Upon closing of the Merger, JHG fully and unconditionally guaranteed the obligations of JCG in relation to the 2018 Convertible Notes and 2025 Senior Notes. Holders of the 2018 Convertible Notes may convert the notes during a particular calendar quarter if the last reported sale price of JHG’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding quarter. During the three months ended September 30, 2017, $32.6 million of principal was redeemed and settled with cash for a total cash outlay of $50.2 million. As of September 30, 2017, the face value of the 2018 Convertible Notes was $84.0 million. As of October 1, 2017, the 2018 Convertible Notes met the conversion criteria and are convertible during the fourth quarter 2017 at a conversion rate of 44.7007 shares of JHG common stock per $1,000 principal amount of the 2018 Convertible Notes, which is equivalent to a conversion price of approximately $22.37 per share of common stock. Convertible Note Hedge and Warrants Prior to the Merger, JCG entered into convertible note hedge and warrant transactions. The instruments were intended to reduce the potential for future dilution to shareholders by effectively increasing the initial conversion price of the 2018 Convertible Notes. The convertible note hedge and warrants were terminated by the Group in June 2017, and JHG received $59.3 million and paid $47.8 million to settle the contracts. The net proceeds from the settlements were recorded in additional paid-in-capital on the Group’s Condensed Consolidated Balance Sheets. Credit Facility At September 30, 2017, JHG had a $200 million, unsecured, revolving credit facility (“Credit Facility”) with Bank of America Merrill Lynch International Limited, as coordinator, book runner and mandated lead arranger. JHG and its subsidiaries can use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the aggregate of the applicable margin, which is based on JHG’s long-term credit rating and the London Interbank Offered Rate (“LIBOR”); the Euro Interbank Offered Rate (“EURIBOR”) in relation to any loan in euro (“EUR”); or in relation to any loan in Australian dollar (“AUD”), the benchmark rate for that currency. JHG is required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is also based on JHG’s long-term credit rating. Under the Credit Facility, the financing leverage ratio cannot exceed 3.00x EBITDA. At September 30, 2017, JHG was in compliance with all covenants, and there were no borrowings under the Credit Facility at September 30, 2017, or from inception of the Credit Facility. The Credit Facility has a maturity date of February 16, 2022. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
INCOME TAXES | |
INCOME TAXES | Note 7 — Income Taxes The Group’s effective tax rates for the three and nine months ended September 30, 2017 and 2016, are as follows: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Effective tax rate % % % % The increase in the effective tax rate for the three and nine months ended September 30, 2017, compared to the same periods in 2016, is primarily due to the inclusion of JCG, which is generally taxed at higher rates in the U.S. The three and nine months ended September 30, 2016, included a significant tax benefit resulting from an adjustment to the Group’s deferred tax balances to reflect the enacted future reduction in the UK tax rate from 18% to 17%. In addition, the nine months ended September 30, 2016, included a significant tax benefit relating to the exercise of stock-based compensation awards, and the effective tax rate for the nine months ended September 30, 2017, was impacted by non-tax deductible deal costs in connection with the Merger. As of September 30, 2017, and December 31, 2016, JHG had $6.4 million and $2.5 million, respectively, of unrecognized tax benefits held for uncertain tax positions. The increase in the unrecognized tax benefits was primarily a result of the inclusion of a $5.1 million tax reserve acquired from the Merger partially offset by $1.5 million as a result of settlements with the relevant authorities and statute closures. Management estimates that the existing liability for uncertain tax positions could decrease by up to $1.1 million within the next 12 months, without giving effect to changes in foreign currency translation. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2017 | |
NONCONTROLLING INTERESTS | |
NONCONTROLLING INTERESTS | Note 8 — Noncontrolling Interests Redeemable Noncontrolling Interests Redeemable noncontrolling interests as of September 30, 2017, and December 31, 2016, consisted of the following (in millions): September 30, December 31, 2017 2016 Consolidated seeded investment products $ $ Intech: Appreciation rights — Founding member ownership interests — Total redeemable noncontrolling interests $ $ Consolidated Seeded Investment Products Noncontrolling interests in consolidated seeded investment products are classified as redeemable noncontrolling interests when there is an obligation to repurchase units at the investor’s request. Redeemable noncontrolling interests in consolidated seed investment products may fluctuate from period to period and are impacted by changes in JHG’s relative ownership, changes in the amount of third-party investment in seeded products and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of investments is redeemed from the respective product’s net assets and cannot be redeemed from the assets of other seeded products or from the assets of JHG. The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment products for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Opening balance $ $ $ $ Balance acquired from the Merger — — — Changes in market value ) Changes in ownership Foreign currency translation ) ) Closing balance $ $ $ $ Changes in ownership reflect third-party investment in consolidated seeded investment products, additional seed capital investment or seed capital redemptions. Intech Intech became a subsidiary of the Group as a result of the Merger. Intech ownership interests held by a founding member had an estimated fair value of $4.1 million as of September 30, 2017, representing an approximate 1.1% ownership of Intech. This founding member is entitled to retain his remaining Intech interests until his death and has the option to require JHG to purchase his ownership interests of Intech at fair value. Intech appreciation rights are being amortized on a graded vesting method over the respective vesting period. The appreciation rights are exercisable upon termination of employment from Intech to the extent vested. Upon exercise, the appreciation rights are settled in Intech equity. Nonredeemable Noncontrolling Interests Nonredeemable noncontrolling interests as of September 30, 2017, and December 31, 2016, are as follows (in millions): September 30, December 31, 2017 2016 Nonredeemable noncontrolling interests in: Seed capital investments $ $ Intech — Total nonredeemable noncontrolling interests $ $ |
LONG-TERM INCENTIVE COMPENSATIO
LONG-TERM INCENTIVE COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
LONG-TERM INCENTIVE COMPENSATION | |
LONG-TERM INCENTIVE COMPENSATION | Note 9 — Long-Term Incentive Compensation The Group granted $6.2 million and $64.5 million in long-term incentive awards during the three and nine months ended September 30, 2017, respectively, which generally vest and will be recognized on a graded vesting method over a three- or four-year period. In addition, the Group issued 4.4 million shares of replacement awards to certain employees on the Closing Date of the Merger. Long-term incentive compensation expense for the three and nine months ended September 30, 2017, was $50.9 million and $114.6 million, respectively, and $20.2 million and $71.5 million, respectively, during the same periods in 2016. |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2017 | |
RETIREMENT BENEFIT PLANS | |
RETIREMENT BENEFIT PLANS | Note 10 — Retirement Benefit Plans The Group operates defined contribution retirement benefit plans and defined benefit pension plans. The main defined benefit pension plan sponsored by the Group is the defined benefit section of the Henderson Group Pension Scheme (“HGPS”). Net Periodic Benefit Credit The components of net periodic benefit credit in respect of defined benefit plans for the three and nine month periods ended September 30, 2017 and 2016, include the following (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Service cost $ ) $ ) $ ) $ ) Interest cost ) ) ) ) Expected return on plan assets Net periodic benefit credit $ $ $ $ |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | Note 11 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Available- Retirement Available- Retirement Foreign for-sale benefit Foreign for-sale benefit currency securities asset, net Total currency securities asset, net Total Beginning balance $ ) $ $ $ ) $ ) $ $ $ ) Total other comprehensive income (loss) — ) — ) Less: other comprehensive loss (income) attributable to noncontrolling interests — — ) — — ) Ending balance $ ) $ $ $ ) $ ) $ $ $ ) Nine months ended September 30, 2017 2016 Available- Retirement Available- Retirement Foreign for-sale benefit Foreign for-sale benefit currency securities asset, net Total currency securities asset, net Total Beginning balance $ ) $ $ $ ) $ ) $ $ $ ) Total other comprehensive income (loss) ) — ) ) Less: other comprehensive loss (income) attributable to noncontrolling interests — — ) — — ) Ending balance $ ) $ $ $ ) $ ) $ $ $ ) The components of other comprehensive income (loss), net of tax for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Pre-tax Tax Net Pre-tax Tax Net amount benefit amount amount benefit amount Foreign currency translation adjustments $ $ — $ $ ) $ — $ ) Net unrealized gains on available-for-sale securities — — Total other comprehensive income (loss) $ $ — $ $ ) $ — $ ) Nine months ended September 30, 2017 2016 Pre-tax Tax Net Pre-tax Tax Net amount benefit amount amount benefit amount Foreign currency translation adjustments $ $ — $ $ ) $ $ ) Net unrealized gains (losses) on available-for-sale securities ) — ) — Retirement benefit asset, net — — — — Total other comprehensive income (loss) $ $ — $ $ ) $ $ ) |
EARNINGS AND DIVIDENDS PER SHAR
EARNINGS AND DIVIDENDS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS AND DIVIDENDS PER SHARE | |
EARNINGS AND DIVIDENDS PER SHARE | Note 12 — Earnings and Dividends Per Share Earnings Per Share The following is a summary of the earnings per share calculation for the three and nine months ended September 30, 2017 and 2016 (in millions, except per share data): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Net income attributable to JHG $ $ $ $ Less: Allocation of earnings to participating stock-based awards Net income attributable to JHG common shareholders $ $ $ $ Weighted-average common shares outstanding - basic Dilutive effect of: Non-participating stock-based awards Weighted-average common shares outstanding - diluted Earnings per share: Basic $ $ $ $ Diluted (two class) $ $ $ $ The share numbers in the table above have been updated to reflect the share consolidation on April 26, 2017. Refer to Note 1 — Basis of Presentation, for additional information on the share consolidation. The potential dilutive effect of redemptions of the Group’s 2018 Convertible Notes has been excluded from the calculations above. Redemptions to date have been settled wholly in cash, and the Group has the ability and intent to settle future redemptions wholly in cash. The following instruments are anti-dilutive and have not been included in the weighted-average diluted shares outstanding calculation (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Unvested nonparticipating stock awards — — Dai-ichi options — — Dividends Per Share The payment of cash dividends is within the discretion of JHG’s Board of Directors and depends on many factors, including, but not limited to, the Group’s results of operations, financial condition, capital requirements, and general business conditions and legal requirements. From the Closing Date, the Group intends to declare dividends quarterly in USD; prior to the Merger, the Group declared dividends in GBP on a semi-annual basis, with an extraordinary first quarter 2017 dividend declared on April 19, 2017. The following is a summary of cash dividends paid for the three and nine months ended September 30, 2017 and 2016, in GBP and USD: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Dividends paid per share - pre Merger - in GBP £ — £ £ £ Dividends paid per share - post Merger - in USD $ $ — $ $ — The pre-Merger share numbers in the table above have not been updated to reflect the share consolidation on April 26, 2017. Refer to Note 1 — Basis of Presentation, for additional information on the share consolidation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | Note 13 — Commitments and Contingencies Commitments and contingencies may arise in the normal course of business. As of September 30, 2017, there were no material changes in the commitments and contingencies as reported in Henderson’s annual consolidated financial statements and notes included in the Prospectus, except as noted below. The rental commitments disclosed in the table below are in addition to the commitments disclosed in the Prospectus. Operating and Capital Leases As of September 30, 2017, future minimum rental commitments under non-cancelable operating and capital leases (in addition to the amounts reported in the Prospectus) are as follows (in millions): Year ended December 31, Amount 2017 (remainder of year) $ 2018 2019 2020 2021 Thereafter Total $ Litigation and Other Regulatory Matters JHG is periodically involved in various legal proceedings and other regulatory matters. Although there can be no assurances, based on information currently available, management believes that it is probable that the ultimate outcome of matters that are pending or threatened will not have a material effect on JHG’s consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | Note 14 — Subsequent Events BNP Paribas Securities Services On October 19, 2017, the Group signed an agreement with BNP Paribas Securities Services (“BNP Paribas”). Under the terms of this agreement, BNP Paribas will assume responsibility for the majority of JHG’s back office (including fund administration and fund accounting), middle office and custody functions in the U.S. BNP Paribas will pay JHG net consideration of approximately $36 million for the operations upon closing, which is anticipated for March 2018. 0.750% Convertible Senior Notes Due 2018 Holders of the 2018 Convertible Notes may convert the notes during a particular calendar quarter if the last reported sale price of JHG’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding quarter. As of October 1, 2017, the 2018 Convertible Notes met the conversion criteria and are convertible during the fourth quarter 2017 at a conversion rate of 44.7007 shares of JHG common stock per $1,000 principal amount of the 2018 Convertible Notes, which is equivalent to a conversion price of approximately $22.37 per share of common stock. During the period from October 1, 2017 to November 6, 2017, an additional $6.6 million in principal was redeemed and settled with cash for a total cash outlay of $10.0 million, and additional conversion notices amounting to $10.9 million in principal had been received. JHG intends to settle the conversion notices with cash during the fourth quarter 2017. Dividend On November 8, 2017, JHG’s Board of Directors declared a cash dividend of $0.32 per share. The dividend will be paid on December 1, 2017, to shareholders of record at the close of business on November 20, 2017. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
ACQUISITIONS | |
Summary of preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed | The preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed is presented in the following table (in millions): Preliminary purchase price allocation Assets: Cash and cash equivalents $ Investment securities Fees and other receivables Other current assets Property, equipment and software Intangible assets Goodwill Other non-current assets Liabilities: Long-term debt Deferred tax liabilities Other current liabilities Other non-current liabilities Noncontrolling interests Net assets acquired $ |
Summary of preliminary estimates of acquired intangible assets and their related weighted-average estimated useful lives | Preliminary estimates of acquired intangible assets and their weighted-average estimated useful lives are presented in the following table (in millions): Estimated useful Estimated life (weighted- fair value average in years) Investment management contracts: Mutual funds $ Indefinite Separate accounts Exchange traded notes Exchange traded funds Indefinite Trademarks Indefinite Total $ |
Summary of goodwill and intangible assets | The following table presents movements in intangible assets during the period (in millions): Foreign December 31, currency September 30, 2016 Merger Amortization translation 2017 Indefinite-lived intangible assets: Investment management agreements $ $ $ — $ $ Trademarks — — Definite-lived intangible assets: Client relationships — Accumulated amortization ) — ) ) ) Net intangible assets $ $ $ ) $ $ |
Schedule of expected future amortization | Expected future amortization expense is summarized below (in millions): Year ended December 31, Amount 2017 (remainder of year) $ 2018 2019 2020 2021 2022 Thereafter Total $ |
Summary of unaudited supplemental pro forma operating results and JCG results of operations included in JHG's Condensed Consolidated Statements of Comprehensive Income | Pro Forma Results of Operations The following table presents summarized unaudited supplemental pro forma operating results as if the Merger had occurred at the beginning of each of the periods presented (in millions): Nine months ended September 30, 2017 2016 Revenues $ $ Net income attributable to JHG $ $ The only adjustment made was the inclusion of the JCG results for the periods presented. JCG Results of Operations Revenue (inclusive of revenue from certain mandates transferred to JCG from Henderson after the Merger) and net income of JCG from the Closing Date through the end of the third quarter of 2017 included in JHG’s Condensed Consolidated Statements of Comprehensive Income are presented in the following table (in millions): Closing Date - September 30, 2017 Revenues $ Net income attributable to JCG $ |
CONSOLIDATION (Tables)
CONSOLIDATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
CONSOLIDATION | |
Schedule of assets and liabilities | Consolidated VIE assets and liabilities, presented after intercompany eliminations, at September 30, 2017, and December 31, 2016, are as follows (in millions): September 30, December 31, 2017 2016 Investment securities $ $ Cash and cash equivalents Other current assets Accounts payable and accrued liabilities ) ) Total Redeemable noncontrolling interests in consolidated VIEs ) ) Nonredeemable noncontrolling interests in consolidated VIEs ) ) JHG’s net interest in consolidated VIEs $ $ |
Schedule of consolidated voting right entities (VREs) | The following table presents the balances related to consolidated voting rights entities (“VREs”) that were recorded on JHG’s Condensed Consolidated Balance Sheets, including JHG’s net interest in these products (in millions): September 30, December 31, 2017 2016 Investment securities $ $ Cash and cash equivalents — Other current assets — Accounts payable and accrued liabilities ) — Total Redeemable noncontrolling interests in consolidated VREs ) — JHG’s net interest in consolidated VREs $ $ |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of investment securities | JHG’s investment securities as of September 30, 2017, and December 31, 2016, are summarized as follows (in millions): September 30, December 31, 2017 2016 Trading securities: Seeded investment products: Consolidated VIEs $ $ Consolidated VREs Unconsolidated VIEs and VREs Separate accounts — Pooled investment funds — Total seeded investment products Investments related to deferred compensation plans Other investments Total trading securities Available-for-sale securities: Seeded investment products: Consolidated VIEs Unconsolidated VIEs and VREs Total available-for-sale securities Total investment securities $ $ |
Schedule of net unrealized gains on trading securities | Net unrealized gains on trading securities held as of September 30, 2017 and 2016, are summarized as follows (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Trading securities held at period end $ $ $ $ |
Summary of available-for-sale securities | The following is a summary of available-for-sale securities as of September 30, 2017, and December 31, 2016 (in millions): Gross unrealized Foreign investment currency Cost Gains Losses translation Fair value September 30, 2017: Available-for-sale securities $ $ $ — $ $ December 31, 2016: Available-for-sale securities $ $ $ — $ $ |
Schedule of gross and offsetting amounts for derivative instruments | The following tables illustrate the effect of offsetting derivative instruments on JHG’s Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016 (in millions): September 30, 2017 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Assets: Futures $ $ ) $ — $ Foreign currency forward contracts — — Total assets $ $ ) $ — $ Liabilities: Futures $ ) $ $ — $ ) Total return swaps ) — ) Index swaps ) — — Credit default swaps ) — ) Total liabilities $ ) $ $ $ ) December 31, 2016 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Liabilities: Total return swaps $ ) $ — $ $ — Index swaps ) — ) Foreign currency forward contracts ) — — ) Total liabilities $ ) $ — $ $ ) |
Schedule of net foreign currency translation gains on hedged seed investments denominated in foreign currencies and net losses associated with foreign currency forward contracts under net investment hedging | The Group recognized the following net foreign currency translation gains on hedged seed investments denominated in currencies other than the Group’s functional currency and net losses associated with foreign currency forward contracts under net investment hedge accounting for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Foreign currency translation $ $ $ $ Foreign currency forward contracts ) ) ) ) Total $ — $ — $ — $ — |
Schedule of offsetting derivative instruments within consolidated seeded investment products | The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of September 30, 2017 (in millions): September 30, 2017 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral pledged Net amounts Assets: Futures $ $ ) $ — $ Contracts for differences — — Interest rate swaps ) — — Total return swaps ) — — Credit default swaps — — Options ) — Foreign currency forward contracts ) Swaptions — — Total assets $ $ ) $ $ Liabilities: Futures $ ) $ $ — $ — Contracts for differences — — — — Interest rate swaps ) — ) Total return swaps ) — — Credit default swaps ) — — ) Options ) — ) Foreign currency forward contracts ) ) Swaptions ) — — ) Total liabilities $ ) $ $ $ ) The following table illustrates the effect of offsetting derivative instruments within consolidated seeded investment products on JHG’s Condensed Consolidated Balance Sheets as of December 31, 2016 (in millions): December 31, 2016 Gross amounts offset by Gross amounts derivative offset by cash Gross amounts instruments collateral Net amounts Assets: Futures $ $ ) $ — $ Contracts for differences ) — Interest rate swaps ) — — Options ) — Foreign currency forward contracts — ) — Total assets $ $ ) $ ) $ Liabilities: Futures $ ) $ $ — $ — Contracts for differences ) — — Interest rate swaps ) — — Credit default swaps ) — — ) Options ) — — Foreign currency forward contracts ) — ) Total liabilities $ ) $ $ $ ) |
Schedule of investment gains (losses), net in Condensed Consolidated Statements of Comprehensive Income | Investment gains (losses), net in JHG’s Condensed Consolidated Statements of Comprehensive Income included the following for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Seeded investment products $ $ $ $ Fair value movements on derivatives ) ) ) ) Gain on sale of Volantis — — — Other — — Investment gains (losses), net $ $ ) $ $ ) |
Cash flows related to investment securities | Cash flows related to investment securities for the nine months ended September 30, 2017 and 2016, are summarized as follows (in millions): Nine months ended September 30, 2017 2016 Purchases Sales, Purchases Sales, and settlements and and settlements and settlements maturities settlements maturities Trading securities $ ) $ $ ) $ — Available-for-sale securities ) — Total cash flows $ ) $ $ ) $ |
Not Designated as Hedging Instrument | |
Schedule of derivative instruments | JHG was party to the following derivative instruments as of September 30, 2017, and December 31, 2016 (in millions): Notional value September 30, 2017 December 31, 2016 Futures $ $ Credit default swaps — Index swaps Total return swaps Foreign currency forward contracts |
Seeded investment products | |
Schedule of derivative instruments | JHG’s consolidated seeded investment products were party to the following derivative instruments as of September 30, 2017, and December 31, 2016 (in millions): Notional value September 30, 2017 December 31, 2016 Futures $ $ Contracts for differences Credit default swaps Total return swaps — Interest rate swaps Options Swaptions Foreign currency forward contracts |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis | The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of September 30, 2017 (in millions): 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 $ $ — $ — $ Investment securities: Consolidated VIEs - trading Other - trading — Consolidated VIEs - available-for-sale — — Other - available-for-sale — — Total investment securities Seed hedge derivatives — — Derivatives in consolidated seeded investment products — Volantis contingent consideration — — Total assets $ $ $ $ Liabilities: Derivatives in consolidated seeded investment products $ $ $ — $ Financial liabilities in consolidated seeded investment products — — Seed hedge derivatives — Current portion of long-term debt(1) — — Long-term debt(1) — — Deferred bonuses — — Contingent consideration — — Dai-ichi options — — Total liabilities $ $ $ $ Redeemable noncontrolling interests: Consolidated seeded investment products $ — $ — $ $ Intech — — Total redeemable noncontrolling interests $ — $ — $ $ (1) Carried at amortized cost and disclosed at fair value. The following table presents assets, liabilities and redeemable noncontrolling interests presented in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of December 31, 2016 (in millions): 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: Investment securities: Consolidated VIEs - trading $ $ $ $ Other - trading — Consolidated VIEs - available-for-sale — Other - available-for-sale — — Total investment securities Derivatives in consolidated seeded investment products — Total assets $ $ $ $ Liabilities: Derivatives in consolidated seeded investment products $ $ $ — $ Financial liabilities in consolidated seeded investment products — — Contingent consideration — — Deferred bonuses — — Seed hedge derivatives — — Total liabilities $ $ $ $ Total redeemable noncontrolling interests in consolidated seeded investment products $ — $ — $ $ |
Schedule of changes in fair value of the recurring Level 3 fair value measurements for collective items | Changes in fair value of JHG’s Level 3 assets for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Beginning of period fair value $ $ $ $ Balance acquired from the Merger — — — Additions — Settlements and transfers to Level 2 ) — ) — Movements recognized in net income — Movements recognized in other comprehensive income ) ) ) End of period fair value $ $ $ $ |
Schedule of changes in fair value of the recurring Level 3 fair value measurements for individual items | Changes in fair value of JHG’s individual Level 3 liabilities and redeemable noncontrolling interests for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Contingent Deferred Dai-ichi Redeemable Contingent Deferred Redeemable Beginning of period fair value $ $ $ $ $ $ $ Additions — — — — ) — — Changes in ownership — — — — — Net movement in bonus deferrals — — — — — Fair value adjustments ) — ) — — — Unrealized gains (losses) — — — — — Amortization of Intech appreciation rights — — — — — — Distributions — — — ) — — — Foreign currency translation — ) ) ) End of period fair value $ $ $ $ $ $ $ Nine months ended September 30, 2017 2016 Contingent Deferred bonuses Dai-ichi Redeemable Contingent Deferred bonuses Redeemable Beginning of period fair value $ $ $ — $ $ $ $ Balances acquired from the Merger — — — — — Additions — — — — — Changes in ownership — — — — — Net movement in bonus deferrals — — — — — Fair value adjustments — ) — — — Unrealized gains (losses) — — — ) — — Amortization of Intech appreciation rights — — — — — — Distributions — — — ) — — — Foreign currency translation ) ) ) End of period fair value $ $ $ $ $ $ $ |
Summary of valuation techniques and significant unobservable inputs used in the valuation of the company's private equity investments | Valuation techniques and significant unobservable inputs used in the valuation of JHG’s material Level 3 asset, the Group’s private equity investment included within consolidated VIEs, as of September 30, 2017, and December 31, 2016, were as follows (in millions): As of September 30, 2017 Fair value Valuation Significant Range (weighted Investment securities of consolidated VIEs - trading $ Discounted cash flow Discount rate EBITDA multiple Price-earnings ratio 12.0% - 30.0% (16.3)% 8.7 - 11.0 (9.1) 17.2 - 24.0 (18.4) As of December 31, 2016 Fair value Valuation Significant Range (weighted Investment securities of consolidated VIEs - trading $ Discounted cash flow Discount rate 12.0% - 30.0% (16.3)% 8.7 - 11.0 (9.1) 17.2 - 24.0 (18.4) |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
DEBT | |
Components of debt | Debt as of September 30, 2017, and December 31, 2016, consisted of the following (in millions): September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair value value value value 4.875% Senior Notes due 2025 $ $ $ — $ — 0.750% Convertible Senior Notes due 2018 — — Total debt — — Less: Current portion of long-term debt — — Total long-term debt $ $ $ — $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
INCOME TAXES | |
Schedule of effective income tax rates | Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Effective tax rate % % % % |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
NONCONTROLLING INTERESTS | |
Summary of redeemable noncontrolling interests | Redeemable noncontrolling interests as of September 30, 2017, and December 31, 2016, consisted of the following (in millions): September 30, December 31, 2017 2016 Consolidated seeded investment products $ $ Intech: Appreciation rights — Founding member ownership interests — Total redeemable noncontrolling interests $ $ |
Schedule of movement in redeemable noncontrolling interests in consolidated seeded investment products | The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment products for the three and nine months ended September 30, 2017 and 2016 (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Opening balance $ $ $ $ Balance acquired from the Merger — — — Changes in market value ) Changes in ownership Foreign currency translation ) ) Closing balance $ $ $ $ |
Summary of nonredeemable noncontrolling interests | Nonredeemable noncontrolling interests as of September 30, 2017, and December 31, 2016, are as follows (in millions): September 30, December 31, 2017 2016 Nonredeemable noncontrolling interests in: Seed capital investments $ $ Intech — Total nonredeemable noncontrolling interests $ $ |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
RETIREMENT BENEFIT PLANS | |
Schedule of components of net periodic benefit credit | The components of net periodic benefit credit in respect of defined benefit plans for the three and nine month periods ended September 30, 2017 and 2016, include the following (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Service cost $ ) $ ) $ ) $ ) Interest cost ) ) ) ) Expected return on plan assets Net periodic benefit credit $ $ $ $ |
ACCUMULATED OTHER COMPREHENSI29
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Schedule of the changes in accumulated other comprehensive loss, net of tax | Changes in accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Available- Retirement Available- Retirement Foreign for-sale benefit Foreign for-sale benefit currency securities asset, net Total currency securities asset, net Total Beginning balance $ ) $ $ $ ) $ ) $ $ $ ) Total other comprehensive income (loss) — ) — ) Less: other comprehensive loss (income) attributable to noncontrolling interests — — ) — — ) Ending balance $ ) $ $ $ ) $ ) $ $ $ ) Nine months ended September 30, 2017 2016 Available- Retirement Available- Retirement Foreign for-sale benefit Foreign for-sale benefit currency securities asset, net Total currency securities asset, net Total Beginning balance $ ) $ $ $ ) $ ) $ $ $ ) Total other comprehensive income (loss) ) — ) ) Less: other comprehensive loss (income) attributable to noncontrolling interests — — ) — — ) Ending balance $ ) $ $ $ ) $ ) $ $ $ ) |
Components of other comprehensive income (loss), net of tax | The components of other comprehensive income (loss), net of tax for the three and nine months ended September 30, 2017 and 2016, are as follows (in millions): Three months ended September 30, 2017 2016 Pre-tax Tax Net Pre-tax Tax Net amount benefit amount amount benefit amount Foreign currency translation adjustments $ $ — $ $ ) $ — $ ) Net unrealized gains on available-for-sale securities — — Total other comprehensive income (loss) $ $ — $ $ ) $ — $ ) Nine months ended September 30, 2017 2016 Pre-tax Tax Net Pre-tax Tax Net amount benefit amount amount benefit amount Foreign currency translation adjustments $ $ — $ $ ) $ $ ) Net unrealized gains (losses) on available-for-sale securities ) — ) — Retirement benefit asset, net — — — — Total other comprehensive income (loss) $ $ — $ $ ) $ $ ) |
EARNINGS AND DIVIDENDS PER SH30
EARNINGS AND DIVIDENDS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
EARNINGS AND DIVIDENDS PER SHARE | |
Summary of earnings per share calculation | The following is a summary of the earnings per share calculation for the three and nine months ended September 30, 2017 and 2016 (in millions, except per share data): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Net income attributable to JHG $ $ $ $ Less: Allocation of earnings to participating stock-based awards Net income attributable to JHG common shareholders $ $ $ $ Weighted-average common shares outstanding - basic Dilutive effect of: Non-participating stock-based awards Weighted-average common shares outstanding - diluted Earnings per share: Basic $ $ $ $ Diluted (two class) $ $ $ $ |
Schedule of anti-dilutive securities that have not been included in the calculation of weighted average diluted shares outstanding | The following instruments are anti-dilutive and have not been included in the weighted-average diluted shares outstanding calculation (in millions): Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Unvested nonparticipating stock awards — — Dai-ichi options — — |
Schedule of cash dividends declared and paid | Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Dividends paid per share - pre Merger - in GBP £ — £ £ £ Dividends paid per share - post Merger - in USD $ $ — $ $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
Future minimum rental commitments | As of September 30, 2017, future minimum rental commitments under non-cancelable operating and capital leases (in addition to the amounts reported in the Prospectus) are as follows (in millions): Year ended December 31, Amount 2017 (remainder of year) $ 2018 2019 2020 2021 Thereafter Total $ |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | May 03, 2017USD ($)$ / shares | Apr. 26, 2017£ / shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | May 30, 2017$ / shares | Apr. 26, 2017USD ($)$ / sharesshares | Apr. 25, 2017USD ($) | Dec. 31, 2016£ / shares | Dec. 31, 2016USD ($)shares |
Basis of Presentation | |||||||||
Stock-based compensation plan expense | $ 57.3 | $ 30.1 | |||||||
Proceeds from stock-based compensation plans | 2.4 | 8.3 | |||||||
Accumulated Share-based Compensation Costs | $ (105.4) | $ (92.9) | |||||||
Common stock, par (in dollars/pounds per share) | (per share) | $ 0.15 | £ 0.125 | $ 1.50 | $ 1.50 | $ 0.1547 | £ 0.125 | |||
Common stock, shares issued | shares | 200,406,138 | 1,131,842,110 | 1,131,842,109 | ||||||
Ordinary share capital amount | $ 169.8 | $ 300.6 | $ 175.1 | $ 234.4 | $ 234.4 | ||||
Additional paid-in-capital | 1,302.5 | 3,823.7 | $ 1,297.2 | $ 1,237.9 | $ 1,237.9 | ||||
Reduction in ordinary share capital amount due change in par value | $ 5.3 | ||||||||
Ordinary shares split conversion ratio | 10 | ||||||||
Retained earnings | |||||||||
Basis of Presentation | |||||||||
Stock-based compensation plan expense | 9.9 | 30.1 | |||||||
Proceeds from stock-based compensation plans | $ 0 | $ 8.3 |
ACQUISITIONS - MERGER WITH JCG
ACQUISITIONS - MERGER WITH JCG (Details) $ / shares in Units, $ in Millions | May 30, 2017USD ($)$ / sharesshares | Apr. 26, 2017$ / shares | Sep. 30, 2017USD ($)$ / shares | May 03, 2017$ / shares | Apr. 26, 2017£ / shares | Dec. 31, 2016£ / shares | Dec. 31, 2016USD ($) |
Acquisitions | |||||||
Par value ( in dollars per share) | (per share) | $ 1.50 | $ 0.1547 | $ 1.50 | $ 0.15 | £ 0.125 | £ 0.125 | |
Ordinary shares split conversion ratio | 10 | ||||||
Assets: | |||||||
Intangible assets | $ 2,785 | ||||||
Goodwill | $ 1,498.2 | $ 741.5 | |||||
Janus Capital Group Inc | |||||||
Acquisitions | |||||||
Number of shares issued to common stock holders of Janus Capital Group | shares | 87,200,000 | ||||||
Share price of common stock issued to stock holders of Janus Capital Group (in dollars per share) | $ / shares | $ 30.75 | ||||||
Preliminary allocation of the purchase price to the assets acquired and liabilities assumed | |||||||
Measurement period | 1 year | ||||||
Assets: | |||||||
Cash and cash equivalents | $ 417.2 | ||||||
Investment securities | 270.4 | ||||||
Fees and other receivables | 133.7 | ||||||
Other current assets | 119.4 | ||||||
Property, equipment and software | 32.3 | ||||||
Intangible assets | 2,785 | ||||||
Goodwill | 697.9 | ||||||
Other non-current assets | 10.6 | ||||||
Liabilities: | |||||||
Long-term debt | 481.8 | ||||||
Deferred tax liabilities | 1,025.6 | ||||||
Other current liabilities | 243.8 | ||||||
Other non-current liabilities | 55.2 | ||||||
Noncontrolling interests | 59.4 | ||||||
Net assets acquired | $ 2,600.7 | ||||||
Henderson Group plc | |||||||
Acquisitions | |||||||
Par value ( in dollars per share) | $ / shares | $ 1.50 | ||||||
Ordinary shares split conversion ratio | 10 | ||||||
Henderson Group plc | Janus Capital Group Inc | |||||||
Acquisitions | |||||||
The number of shares received for each share of Janus common stock | shares | 0.47190 |
ACQUISITIONS - MERGER WITH JC34
ACQUISITIONS - MERGER WITH JCG - IDENTIFIED INTANGIBLE ASSETS AND THEIR RELATED ESTIMATED USEFUL LIVES (Details) - USD ($) $ in Millions | May 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Investment management contracts: | |||||
Estimated fair value | $ 2,785 | ||||
Definite-lived intangible assets: | |||||
Balance at the beginning of the period | $ 401.3 | ||||
Merger | 2,785 | ||||
Foreign currency translation | 39.7 | ||||
Balance at the end of the period | $ 3,210.3 | 3,210.3 | |||
Amortization | (7) | $ (3.7) | (15.7) | $ (11.1) | |
Future Amortization expense: | |||||
2017 (remainder of year) | 7.4 | 7.4 | |||
2,018 | 29.7 | 29.7 | |||
2,019 | 29.7 | 29.7 | |||
2,020 | 29.7 | 29.7 | |||
2,021 | 26.8 | 26.8 | |||
2,022 | 18.3 | 18.3 | |||
Thereafter | 145.5 | 145.5 | |||
Total | 287.1 | 287.1 | |||
Janus Capital Group Inc | |||||
Investment management contracts: | |||||
Estimated fair value | 2,785 | ||||
Janus Capital Group Inc | Legacy-Janus | |||||
Definite-lived intangible assets: | |||||
Foreign currency translation | (6) | ||||
Accumulated amortization, balance at the end of the period | (60.4) | ||||
Amortization | (15.7) | ||||
Accumulated amortization, balance at the end of the period | (82.1) | (82.1) | |||
Janus Capital Group Inc | Legacy-Janus | Separate accounts | |||||
Investment management contracts: | |||||
Estimated fair value - Finite lived intangible assets | $ 202 | ||||
Estimated useful life (weighted-average in years) | 15 years | ||||
Janus Capital Group Inc | Legacy-Janus | Exchange traded notes | |||||
Investment management contracts: | |||||
Estimated fair value - Finite lived intangible assets | $ 33 | ||||
Estimated useful life (weighted-average in years) | 15 years | ||||
Janus Capital Group Inc | Legacy-Janus | Mutual funds | |||||
Investment management contracts: | |||||
Estimated fair value - Indefinite lived intangible assets | $ 2,155 | ||||
Janus Capital Group Inc | Legacy-Janus | Exchange traded funds | |||||
Investment management contracts: | |||||
Estimated fair value - Indefinite lived intangible assets | 14 | ||||
Janus Capital Group Inc | Legacy-Janus | Investment management agreements | |||||
Indefinite-lived intangible assets: | |||||
Balance at the beginning of the period | 334.8 | ||||
Merger | 2,169 | ||||
Balance at the end of the period | 2,541.9 | 2,541.9 | |||
Definite-lived intangible assets: | |||||
Foreign currency translation | 38.1 | ||||
Janus Capital Group Inc | Legacy-Janus | Client relationships | |||||
Definite-lived intangible assets: | |||||
Balance at the beginning of the period | 126.9 | ||||
Merger | 235 | ||||
Foreign currency translation | 7.3 | ||||
Balance at the end of the period | 369.2 | 369.2 | |||
Janus Capital Group Inc | Legacy-Janus | Trademarks | |||||
Investment management contracts: | |||||
Estimated fair value - Indefinite lived intangible assets | $ 381 | ||||
Indefinite-lived intangible assets: | |||||
Merger | 381 | ||||
Foreign currency translation | 0.3 | ||||
Balance at the end of the period | $ 381.3 | $ 381.3 |
ACQUISITIONS - MERGER WITH JC35
ACQUISITIONS - MERGER WITH JCG - LONG-TERM DEBT (Details) - USD ($) $ in Millions | Sep. 30, 2017 | May 30, 2017 |
0.750% Convertible Senior Notes due 2018 | ||
Business acquisition | ||
Interest rate (as a percent) | 0.75% | |
4.875% Senior Notes due 2025 | ||
Business acquisition | ||
Interest rate (as a percent) | 4.875% | |
Janus Capital Group Inc | 0.750% Convertible Senior Notes due 2018 | ||
Business acquisition | ||
Interest rate (as a percent) | 0.75% | |
Debt liability component | $ 115.2 | |
Discounted cash flow rate (Percentage) | 1.90% | |
Debt equity component | $ 42.9 | |
Fair value of debt | 158.1 | |
Janus Capital Group Inc | 0.750% Convertible Senior Notes due 2018 | Maximum | ||
Business acquisition | ||
Debt liability component | $ 116.6 | |
Janus Capital Group Inc | 4.875% Senior Notes due 2025 | ||
Business acquisition | ||
Interest rate (as a percent) | 4.875% | |
Fair value of debt | $ 323.7 | |
Unamortized premium, net | $ 22.7 |
ACQUISITIONS - MERGER WITH JC36
ACQUISITIONS - MERGER WITH JCG - PRO FORMA INFORMATION (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Pro Forma Results of Operations | |||
Revenues | $ 1,590.6 | $ 1,515.8 | |
Net income attributable to JHG | $ 232.9 | $ 267 | |
JCG's results of operations | |||
Revenues included in JHG's Condensed Consolidated Statements of Comprehensive Income | $ 421.3 | ||
Net income attributable to JCG | $ 88.2 |
ACQUISITIONS - MERGER WITH JC37
ACQUISITIONS - MERGER WITH JCG - Options (Details) - Dai-ichi option £ / shares in Units, £ in Millions, $ in Millions | May 30, 2017GBP (£)tranche£ / sharesshares | May 30, 2017USD ($)trancheshares | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |||
Number of tranches | tranche | 20 | 20 | |
Allowed number of shares that may be purchased for each tranche of conditional shares | shares | 500,000 | 500,000 | |
Strike Price (in pounds per share) | £ / shares | £ 29.972 | ||
Cash consideration of the options | £ 19.8 | $ 25.7 | |
Fair value of the options | $ | $ 17.5 |
CONSOLIDATION - VIEs (Details)
CONSOLIDATION - VIEs (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other current assets | $ 70.3 | $ 28.5 |
Consolidated VIEs | ||
Investment securities | 437.4 | 313.7 |
Cash and cash equivalents | 49.6 | 44.2 |
Other current assets | 10.9 | 8.1 |
Accounts payable and accrued liabilities | (23.2) | (26.2) |
Total | 474.7 | 339.8 |
Redeemable noncontrolling interests in consolidated VIEs | (186.4) | (158) |
Nonredeemable noncontrolling interests in consolidated VIEs | (27) | (44.8) |
JHG's net interest in consolidated VIEs | 261.3 | 137 |
Unconsolidated VIEs | ||
Investment securities | $ 1.1 | $ 0 |
CONSOLIDATION - VREs (Details)
CONSOLIDATION - VREs (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other current assets | $ 70.3 | $ 28.5 |
Consolidated VREs | ||
Investment securities | 14.1 | 5.1 |
Cash and cash equivalents | 0.7 | |
Other current assets | 0.3 | |
Accounts payable and accrued liabilities | (0.1) | |
Total | 15 | 5.1 |
Redeemable noncontrolling interests in consolidated VREs | 3.2 | |
JHG's net interest in consolidated VREs | 11.8 | 5.1 |
Unconsolidated VREs | ||
Investment securities | $ 54.2 | $ 4.9 |
INVESTMENT SECURITIES - GENERAL
INVESTMENT SECURITIES - GENERAL DISCLOSURE (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Short-term investments: | |||||
Estimated Fair Value | $ 713.8 | $ 713.8 | $ 393.3 | ||
Assets | |||||
Gross amounts | 4.4 | 4.4 | |||
Gross amounts offset by derivative instruments | (1.1) | (1.1) | |||
Net amount, Assets | 3.3 | 3.3 | |||
Liabilities | |||||
Gross amounts, Liabilities | (7.1) | (7.1) | (5.1) | ||
Gross amounts offset, Liabilities | 1.1 | 1.1 | |||
Gross amounts offset by cash collateral pledge | 3.7 | 3.7 | 1.6 | ||
Net amount, Liabilities | (2.3) | (2.3) | (3.5) | ||
Net gains (losses) in net income related to: | |||||
Foreign currency translation | 1.1 | $ 6.3 | 1.8 | $ 20.7 | |
Foreign currency forward contracts | (1.1) | (6.3) | (1.8) | (20.7) | |
Seeded investment products | |||||
Short-term investments: | |||||
Seeded investment products | 582.3 | 582.3 | 297.6 | ||
Assets | |||||
Gross amounts | 6.2 | 6.2 | 4.5 | ||
Gross amounts offset by derivative instruments | (2.5) | (2.5) | (1.5) | ||
Gross amounts offset by cash collateral pledged | 0.9 | 0.9 | 0.4 | ||
Net amount, Assets | 4.6 | 4.6 | 2.6 | ||
Liabilities | |||||
Gross amounts, Liabilities | (4.3) | (4.3) | (4) | ||
Gross amounts offset, Liabilities | 2.5 | 2.5 | 1.5 | ||
Gross amounts offset by cash collateral pledge | 0.1 | 0.1 | 0.3 | ||
Net amount, Liabilities | (1.7) | (1.7) | (2.2) | ||
Trading securities | |||||
Short-term investments: | |||||
Estimated Fair Value | 689.4 | 689.4 | 367.2 | ||
Trading securities | Seeded investment products | |||||
Short-term investments: | |||||
Trading securities held at period end | 19.7 | $ 8.5 | 15.2 | $ 18.7 | |
Trading securities | Separate accounts | |||||
Short-term investments: | |||||
Seeded investment products | 73.1 | 73.1 | |||
Trading securities | Pooled investment funds | |||||
Short-term investments: | |||||
Seeded investment products | 26.8 | 26.8 | |||
Trading securities | Investments related to deferred compensation plans | |||||
Short-term investments: | |||||
Estimated Fair Value | 96.3 | 96.3 | 66.5 | ||
Trading securities | Other investments | |||||
Short-term investments: | |||||
Estimated Fair Value | 10.8 | 10.8 | 3.1 | ||
Available-for-sale securities | |||||
Short-term investments: | |||||
Estimated Fair Value | 24.4 | 24.4 | 26.1 | ||
Available-for-sale securities | Seeded investment products | |||||
Available-for-sale securities. | |||||
Available-for-sale Securities, Amortized Cost Basis, Total | 19.8 | 19.8 | 15.1 | ||
Available-for-sale securities, Gross unrealized gains | 3.2 | 3.2 | 3.4 | ||
Foreign currency translation | 1.4 | 1.4 | 7.6 | ||
Available-for-sale securities, Fair value | 24.4 | 24.4 | 26.1 | ||
Consolidated VIEs | Trading securities | |||||
Short-term investments: | |||||
Seeded investment products | 417.8 | 417.8 | 288 | ||
Consolidated VIEs | Available-for-sale securities | |||||
Short-term investments: | |||||
Seeded investment products | 19.6 | 19.6 | 25.7 | ||
Consolidated VREs | Trading securities | |||||
Short-term investments: | |||||
Seeded investment products | 14.1 | 14.1 | 5.1 | ||
Unconsolidated VIEs and VREs | Trading securities | |||||
Short-term investments: | |||||
Seeded investment products | 50.5 | 50.5 | 4.5 | ||
Unconsolidated VIEs and VREs | Available-for-sale securities | |||||
Short-term investments: | |||||
Seeded investment products | 4.8 | 4.8 | 0.4 | ||
Consolidated | Credit default swap, selling protection contracts | Seeded investment products | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 3.9 | 3.9 | |||
Futures | |||||
Assets | |||||
Gross amounts | 3.4 | 3.4 | |||
Gross amounts offset by derivative instruments | (1.1) | (1.1) | |||
Net amount, Assets | 2.3 | 2.3 | |||
Liabilities | |||||
Gross amounts, Liabilities | (1.2) | (1.2) | |||
Gross amounts offset, Liabilities | 1.1 | 1.1 | |||
Net amount, Liabilities | (0.1) | (0.1) | |||
Futures | Seeded investment products | |||||
Assets | |||||
Gross amounts | 3 | 3 | 0.6 | ||
Gross amounts offset by derivative instruments | (1.6) | (1.6) | (0.1) | ||
Net amount, Assets | 1.4 | 1.4 | 0.5 | ||
Liabilities | |||||
Gross amounts, Liabilities | (1.6) | (1.6) | (0.1) | ||
Gross amounts offset, Liabilities | 1.6 | 1.6 | 0.1 | ||
Futures | Derivative Instruments | Not Designated as Hedging Instrument | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 184.6 | 184.6 | 14.7 | ||
Futures | Derivative Instruments | Seeded investment products | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 288.7 | 288.7 | 22.3 | ||
Credit default swaps | |||||
Liabilities | |||||
Gross amounts, Liabilities | (3) | (3) | |||
Gross amounts offset by cash collateral pledge | 1 | 1 | |||
Net amount, Liabilities | (2) | (2) | |||
Credit default swaps | Seeded investment products | |||||
Assets | |||||
Gross amounts | 0.1 | 0.1 | |||
Net amount, Assets | 0.1 | 0.1 | |||
Liabilities | |||||
Gross amounts, Liabilities | (0.2) | (0.2) | (0.1) | ||
Net amount, Liabilities | (0.2) | (0.2) | (0.1) | ||
Credit default swaps | Derivative Instruments | Not Designated as Hedging Instrument | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 129 | 129 | |||
Credit default swaps | Derivative Instruments | Seeded investment products | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 5.4 | 5.4 | 1.8 | ||
Index swaps | |||||
Liabilities | |||||
Gross amounts, Liabilities | (0.8) | ||||
Gross amounts offset by cash collateral pledge | 0.5 | ||||
Net amount, Liabilities | (0.3) | ||||
Index swaps | Index swaps | |||||
Liabilities | |||||
Gross amounts, Liabilities | (1.9) | (1.9) | |||
Gross amounts offset by cash collateral pledge | 1.9 | 1.9 | |||
Index swaps | Derivative Instruments | Not Designated as Hedging Instrument | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 49.9 | 49.9 | 34.2 | ||
Total return swaps | |||||
Liabilities | |||||
Gross amounts, Liabilities | (1) | (1) | (1.1) | ||
Gross amounts offset by cash collateral pledge | 0.8 | 0.8 | 1.1 | ||
Net amount, Liabilities | (0.2) | (0.2) | |||
Total return swaps | Seeded investment products | |||||
Assets | |||||
Gross amounts | 0.2 | 0.2 | |||
Gross amounts offset by derivative instruments | (0.2) | (0.2) | |||
Liabilities | |||||
Gross amounts, Liabilities | (0.2) | (0.2) | |||
Gross amounts offset, Liabilities | 0.2 | 0.2 | |||
Total return swaps | Derivative Instruments | Not Designated as Hedging Instrument | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 68.6 | 68.6 | 59.5 | ||
Total return swaps | Derivative Instruments | Seeded investment products | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 39.7 | 39.7 | |||
Foreign currency forward contracts | |||||
Assets | |||||
Gross amounts | 1 | 1 | |||
Liabilities | |||||
Gross amounts, Liabilities | (3.2) | ||||
Net amount, Liabilities | (3.2) | ||||
Foreign currency forward contracts | Seeded investment products | |||||
Assets | |||||
Gross amounts | 0.7 | 0.7 | 0.4 | ||
Gross amounts offset by derivative instruments | (0.3) | (0.3) | |||
Gross amounts offset by cash collateral pledged | 0.9 | 0.9 | 0.4 | ||
Net amount, Assets | 1.3 | 1.3 | |||
Liabilities | |||||
Gross amounts, Liabilities | (1.4) | (1.4) | (2.4) | ||
Gross amounts offset, Liabilities | 0.3 | 0.3 | |||
Gross amounts offset by cash collateral pledge | 0.1 | 0.1 | 0.3 | ||
Net amount, Liabilities | (1) | (1) | (2.1) | ||
Foreign currency forward contracts | Derivative Instruments | Not Designated as Hedging Instrument | |||||
Available-for-sale securities. | |||||
Notional value of derivative | 85.1 | 85.1 | 170.1 | ||
Foreign currency forward contracts | Derivative Instruments | Seeded investment products | |||||
Available-for-sale securities. | |||||
Notional value of derivative | $ 159.4 | $ 159.4 | $ 120 |
INVESTMENT SECURITIES - OFFSETT
INVESTMENT SECURITIES - OFFSETTING DERIVATIVES (Details) - USD ($) $ in Millions | Apr. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Assets | ||||||
Gross amounts | $ 4.4 | $ 4.4 | ||||
Gross amounts offset by derivative instruments | (1.1) | (1.1) | ||||
Net amount, Assets | 3.3 | 3.3 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (7.1) | (7.1) | $ (5.1) | |||
Gross amounts offset, Liabilities | 1.1 | 1.1 | ||||
Gross amounts offset by cash collateral pledge | 3.7 | 3.7 | 1.6 | |||
Net amount, Liabilities | (2.3) | (2.3) | (3.5) | |||
Derivative Instrument Denominated in Foreign Currency [Abstract] | ||||||
Investment gains (losses), net | 6.1 | $ (2) | 15 | $ (4.1) | ||
Cash flows related to investment securities | ||||||
Purchases and settlements | (73) | (53.8) | ||||
Sales, settlements and maturities | 199.5 | 5.4 | ||||
Futures | ||||||
Assets | ||||||
Gross amounts | 3.4 | 3.4 | ||||
Gross amounts offset by derivative instruments | (1.1) | (1.1) | ||||
Net amount, Assets | 2.3 | 2.3 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (1.2) | (1.2) | ||||
Gross amounts offset, Liabilities | 1.1 | 1.1 | ||||
Net amount, Liabilities | (0.1) | (0.1) | ||||
Index swaps | ||||||
Liabilities | ||||||
Gross amounts, Liabilities | (0.8) | |||||
Gross amounts offset by cash collateral pledge | 0.5 | |||||
Net amount, Liabilities | (0.3) | |||||
Total return swaps | ||||||
Liabilities | ||||||
Gross amounts, Liabilities | (1) | (1) | (1.1) | |||
Gross amounts offset by cash collateral pledge | 0.8 | 0.8 | 1.1 | |||
Net amount, Liabilities | (0.2) | (0.2) | ||||
Credit default swaps | ||||||
Liabilities | ||||||
Gross amounts, Liabilities | (3) | (3) | ||||
Gross amounts offset by cash collateral pledge | 1 | 1 | ||||
Net amount, Liabilities | (2) | (2) | ||||
Foreign currency forward contracts | ||||||
Assets | ||||||
Gross amounts | 1 | 1 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (3.2) | |||||
Net amount, Liabilities | (3.2) | |||||
Seeded investment products | ||||||
Assets | ||||||
Gross amounts | 6.2 | 6.2 | 4.5 | |||
Gross amounts offset by derivative instruments | (2.5) | (2.5) | (1.5) | |||
Gross amounts offset by cash collateral pledged | 0.9 | 0.9 | 0.4 | |||
Net amount, Assets | 4.6 | 4.6 | 2.6 | |||
Liabilities | ||||||
Gross amounts, Liabilities | (4.3) | (4.3) | (4) | |||
Gross amounts offset, Liabilities | 2.5 | 2.5 | 1.5 | |||
Gross amounts offset by cash collateral pledge | 0.1 | 0.1 | 0.3 | |||
Net amount, Liabilities | (1.7) | (1.7) | (2.2) | |||
Derivative Instrument Denominated in Foreign Currency [Abstract] | ||||||
Investment gains (losses), net | 15.1 | 2.9 | 14.2 | 7.2 | ||
Seeded investment products | Futures | ||||||
Assets | ||||||
Gross amounts | 3 | 3 | 0.6 | |||
Gross amounts offset by derivative instruments | (1.6) | (1.6) | (0.1) | |||
Net amount, Assets | 1.4 | 1.4 | 0.5 | |||
Liabilities | ||||||
Gross amounts, Liabilities | (1.6) | (1.6) | (0.1) | |||
Gross amounts offset, Liabilities | 1.6 | 1.6 | 0.1 | |||
Seeded investment products | Contracts for differences | ||||||
Assets | ||||||
Gross amounts | 0.5 | 0.5 | 0.3 | |||
Gross amounts offset by derivative instruments | (0.1) | |||||
Net amount, Assets | 0.5 | 0.5 | 0.2 | |||
Liabilities | ||||||
Gross amounts, Liabilities | (0.1) | |||||
Gross amounts offset, Liabilities | 0.1 | |||||
Seeded investment products | Interest rate swaps | ||||||
Assets | ||||||
Gross amounts | 0.1 | 0.1 | 0.1 | |||
Gross amounts offset by derivative instruments | (0.1) | (0.1) | (0.1) | |||
Liabilities | ||||||
Gross amounts, Liabilities | (0.2) | (0.2) | (0.1) | |||
Gross amounts offset, Liabilities | 0.1 | 0.1 | 0.1 | |||
Net amount, Liabilities | (0.1) | (0.1) | ||||
Seeded investment products | Total return swaps | ||||||
Assets | ||||||
Gross amounts | 0.2 | 0.2 | ||||
Gross amounts offset by derivative instruments | (0.2) | (0.2) | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (0.2) | (0.2) | ||||
Gross amounts offset, Liabilities | 0.2 | 0.2 | ||||
Seeded investment products | Credit default swaps | ||||||
Assets | ||||||
Gross amounts | 0.1 | 0.1 | ||||
Net amount, Assets | 0.1 | 0.1 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (0.2) | (0.2) | (0.1) | |||
Net amount, Liabilities | (0.2) | (0.2) | (0.1) | |||
Seeded investment products | Options | ||||||
Assets | ||||||
Gross amounts | 1.3 | 1.3 | 3.1 | |||
Gross amounts offset by derivative instruments | (0.3) | (0.3) | (1.2) | |||
Net amount, Assets | 1 | 1 | 1.9 | |||
Liabilities | ||||||
Gross amounts, Liabilities | (0.4) | (0.4) | (1.2) | |||
Gross amounts offset, Liabilities | 0.3 | 0.3 | 1.2 | |||
Net amount, Liabilities | (0.1) | (0.1) | ||||
Seeded investment products | Swaptions | ||||||
Assets | ||||||
Gross amounts | 0.3 | 0.3 | ||||
Net amount, Assets | 0.3 | 0.3 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (0.3) | (0.3) | ||||
Seeded investment products | Foreign currency forward contracts | ||||||
Assets | ||||||
Gross amounts | 0.7 | 0.7 | 0.4 | |||
Gross amounts offset by derivative instruments | (0.3) | (0.3) | ||||
Gross amounts offset by cash collateral pledged | 0.9 | 0.9 | 0.4 | |||
Net amount, Assets | 1.3 | 1.3 | ||||
Liabilities | ||||||
Gross amounts, Liabilities | (1.4) | (1.4) | (2.4) | |||
Gross amounts offset, Liabilities | 0.3 | 0.3 | ||||
Gross amounts offset by cash collateral pledge | 0.1 | 0.1 | 0.3 | |||
Net amount, Liabilities | (1) | (1) | (2.1) | |||
Seeded investment products | Consolidated | Credit default swap, selling protection contracts | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 3.9 | 3.9 | ||||
Fair value of credit default swap contracts | 0.1 | $ 0.1 | ||||
Seeded investment products | Consolidated | Credit default swap, selling protection contracts | Minimum | ||||||
Seeded investment products, credit protection | ||||||
Term of credit default swap contracts (in years) | 1 year | |||||
Seeded investment products | Consolidated | Credit default swap, selling protection contracts | Maximum | ||||||
Seeded investment products, credit protection | ||||||
Term of credit default swap contracts (in years) | 5 years | |||||
Fair value movements on derivatives | ||||||
Derivative Instrument Denominated in Foreign Currency [Abstract] | ||||||
Investment gains (losses), net | (9.1) | $ (4.9) | $ (9.4) | (12.2) | ||
Gain on sale of Volantis | ||||||
Derivative Instrument Denominated in Foreign Currency [Abstract] | ||||||
Investment gains (losses), net | 10.2 | |||||
Percentage of share for consideration of sale | 10.00% | |||||
Period of Performance of Investee for Recognizing consideration | 3 years | |||||
Other investments | ||||||
Derivative Instrument Denominated in Foreign Currency [Abstract] | ||||||
Investment gains (losses), net | 0.1 | 0.9 | ||||
Trading securities | ||||||
Cash flows related to investment securities | ||||||
Purchases and settlements | (72.7) | (53.8) | ||||
Sales, settlements and maturities | 189.4 | |||||
Available-for-sale securities | ||||||
Cash flows related to investment securities | ||||||
Purchases and settlements | (0.3) | |||||
Sales, settlements and maturities | 10.1 | $ 5.4 | ||||
Derivative Instruments | Seeded investment products | Futures | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 288.7 | 288.7 | 22.3 | |||
Derivative Instruments | Seeded investment products | Contracts for differences | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 16.5 | 16.5 | 9.2 | |||
Derivative Instruments | Seeded investment products | Interest rate swaps | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 3.3 | 3.3 | 8.3 | |||
Derivative Instruments | Seeded investment products | Total return swaps | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 39.7 | 39.7 | ||||
Derivative Instruments | Seeded investment products | Credit default swaps | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 5.4 | 5.4 | 1.8 | |||
Derivative Instruments | Seeded investment products | Options | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 291.5 | 291.5 | 184.8 | |||
Derivative Instruments | Seeded investment products | Swaptions | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | 0.2 | 0.2 | 1.7 | |||
Derivative Instruments | Seeded investment products | Foreign currency forward contracts | ||||||
Seeded investment products, credit protection | ||||||
Notional value of derivative | $ 159.4 | $ 159.4 | $ 120 |
FAIR VALUE MEASUREMENTS - LEVEL
FAIR VALUE MEASUREMENTS - LEVEL OF FAIR VALUE (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||||||
Derivative assets | $ 3.3 | |||||
Liabilities | ||||||
Derivative liabilities | 2.3 | $ 3.5 | ||||
Total redeemable noncontrolling interests | 210.8 | 158 | ||||
Futures | ||||||
Assets | ||||||
Derivative assets | 2.3 | |||||
Liabilities | ||||||
Derivative liabilities | 0.1 | |||||
Index swaps | ||||||
Liabilities | ||||||
Derivative liabilities | 0.3 | |||||
Total return swaps | ||||||
Liabilities | ||||||
Derivative liabilities | 0.2 | |||||
Foreign currency forward contracts | ||||||
Liabilities | ||||||
Derivative liabilities | 3.2 | |||||
Credit default swaps | ||||||
Liabilities | ||||||
Derivative liabilities | 2 | |||||
Seeded investment products | ||||||
Assets | ||||||
Derivative assets | 4.6 | 2.6 | ||||
Liabilities | ||||||
Derivative liabilities | 1.7 | 2.2 | ||||
Seeded investment products | Futures | ||||||
Assets | ||||||
Derivative assets | 1.4 | 0.5 | ||||
Seeded investment products | Foreign currency forward contracts | ||||||
Assets | ||||||
Derivative assets | 1.3 | |||||
Liabilities | ||||||
Derivative liabilities | 1 | 2.1 | ||||
Seeded investment products | Credit default swaps | ||||||
Assets | ||||||
Derivative assets | 0.1 | |||||
Liabilities | ||||||
Derivative liabilities | 0.2 | 0.1 | ||||
Consolidated VIEs | ||||||
Assets | ||||||
Total investment securities | 437.4 | 313.7 | ||||
Unconsolidated VIEs | ||||||
Assets | ||||||
Total investment securities | 1.1 | 0 | ||||
Consolidated VREs | ||||||
Assets | ||||||
Total investment securities | 14.1 | 5.1 | ||||
INTECH Founders | ||||||
Liabilities | ||||||
Total redeemable noncontrolling interests | 4.1 | |||||
Consolidated | Seeded investment products | ||||||
Liabilities | ||||||
Total redeemable noncontrolling interests | 189.6 | $ 152.2 | 158 | $ 145.3 | $ 138.5 | $ 82.9 |
Fair Value, Measurements, Recurring | ||||||
Assets | ||||||
Cash equivalents | 367.3 | |||||
Volantis contingent consideration | 10.8 | |||||
Total assets | 1,100.9 | 397.3 | ||||
Liabilities | ||||||
Current portion of long-term debt | 83.4 | |||||
Long-term debt | 322.7 | |||||
Contingent consideration | 76.6 | 25.5 | ||||
Total liabilities | 576.1 | 93.2 | ||||
Total redeemable noncontrolling interests | 210.8 | |||||
Fair Value, Measurements, Recurring | Deferred bonuses | ||||||
Liabilities | ||||||
Derivative liabilities | 53.5 | 42.9 | ||||
Fair Value, Measurements, Recurring | Dai-ichi options | ||||||
Liabilities | ||||||
Derivative liabilities | 17.5 | |||||
Fair Value, Measurements, Recurring | Investment securities | ||||||
Assets | ||||||
Total investment securities | 713.8 | 393.3 | ||||
Fair Value, Measurements, Recurring | Seed hedge derivatives | ||||||
Assets | ||||||
Derivative assets | 4.4 | |||||
Liabilities | ||||||
Derivative liabilities | 7.1 | 5.1 | ||||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Assets | ||||||
Cash equivalents | 367.3 | |||||
Total assets | 767.8 | 218.4 | ||||
Liabilities | ||||||
Total liabilities | 17.2 | 17.5 | ||||
Fair Value, Measurements, Recurring | Level 1 | Investment securities | ||||||
Assets | ||||||
Total investment securities | 394.3 | 215 | ||||
Fair Value, Measurements, Recurring | Level 1 | Seed hedge derivatives | ||||||
Assets | ||||||
Derivative assets | 4.4 | |||||
Liabilities | ||||||
Derivative liabilities | 4.2 | |||||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Assets | ||||||
Total assets | 275.3 | 136.2 | ||||
Liabilities | ||||||
Current portion of long-term debt | 83.4 | |||||
Long-term debt | 322.7 | |||||
Total liabilities | 411.3 | 7.3 | ||||
Fair Value, Measurements, Recurring | Level 2 | Investment securities | ||||||
Assets | ||||||
Total investment securities | 272.5 | 135.6 | ||||
Fair Value, Measurements, Recurring | Level 2 | Seed hedge derivatives | ||||||
Liabilities | ||||||
Derivative liabilities | 2.9 | 5.1 | ||||
Fair Value, Measurements, Recurring | Level 3 | ||||||
Assets | ||||||
Volantis contingent consideration | 10.8 | |||||
Total assets | 57.8 | 42.7 | ||||
Liabilities | ||||||
Contingent consideration | 76.6 | 25.5 | ||||
Total liabilities | 147.6 | 68.4 | ||||
Total redeemable noncontrolling interests | 210.8 | |||||
Fair Value, Measurements, Recurring | Level 3 | Deferred bonuses | ||||||
Liabilities | ||||||
Derivative liabilities | 53.5 | 42.9 | ||||
Fair Value, Measurements, Recurring | Level 3 | Dai-ichi options | ||||||
Liabilities | ||||||
Derivative liabilities | 17.5 | |||||
Fair Value, Measurements, Recurring | Level 3 | Investment securities | ||||||
Assets | ||||||
Total investment securities | 47 | 42.7 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 417.8 | 288 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Available-for-sale securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 19.6 | 25.7 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 1 | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 199.4 | 128.2 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 1 | Available-for-sale securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 19.6 | 20.3 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 2 | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 171.4 | 117.1 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 2 | Available-for-sale securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 5.4 | |||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 3 | Trading securities | ||||||
Assets | ||||||
Total investment securities | 44.8 | 42.7 | ||||
Fair Value, Measurements, Recurring | Consolidated VIEs | Level 3 | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 47 | 42.7 | ||||
Fair Value, Measurements, Recurring | Unconsolidated VIEs | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 271.6 | 79.2 | ||||
Fair Value, Measurements, Recurring | Unconsolidated VIEs | Available-for-sale securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 4.8 | 0.4 | ||||
Fair Value, Measurements, Recurring | Unconsolidated VIEs | Level 1 | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 170.5 | 66.1 | ||||
Fair Value, Measurements, Recurring | Unconsolidated VIEs | Level 1 | Available-for-sale securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 4.8 | 0.4 | ||||
Fair Value, Measurements, Recurring | Unconsolidated VIEs | Level 2 | Trading securities | Investment securities | ||||||
Assets | ||||||
Total investment securities | 101.1 | 13.1 | ||||
Fair Value, Measurements, Recurring | INTECH Founders | ||||||
Liabilities | ||||||
Total redeemable noncontrolling interests | 21.2 | |||||
Fair Value, Measurements, Recurring | INTECH Founders | Level 3 | ||||||
Liabilities | ||||||
Total redeemable noncontrolling interests | 21.2 | |||||
Fair Value, Measurements, Recurring | Consolidated | Seeded investment products | ||||||
Assets | ||||||
Derivative assets | 4.6 | 4 | ||||
Liabilities | ||||||
Derivative liabilities | 2.7 | 3.5 | ||||
Financial liabilities in consolidated seeded investment products | 12.6 | 16.2 | ||||
Total redeemable noncontrolling interests | 189.6 | 158 | ||||
Fair Value, Measurements, Recurring | Consolidated | Level 1 | Seeded investment products | ||||||
Assets | ||||||
Derivative assets | 1.8 | 3.4 | ||||
Liabilities | ||||||
Derivative liabilities | 0.4 | 1.3 | ||||
Financial liabilities in consolidated seeded investment products | 12.6 | 16.2 | ||||
Fair Value, Measurements, Recurring | Consolidated | Level 2 | Seeded investment products | ||||||
Assets | ||||||
Derivative assets | 2.8 | 0.6 | ||||
Liabilities | ||||||
Derivative liabilities | 2.3 | 2.2 | ||||
Fair Value, Measurements, Recurring | Consolidated | Level 3 | Seeded investment products | ||||||
Liabilities | ||||||
Total redeemable noncontrolling interests | $ 189.6 | $ 158 |
FAIR VALUE MEASUREMENTS - Acqui
FAIR VALUE MEASUREMENTS - Acquisition of Geneva (Details) - Geneva $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($) | Dec. 31, 2014USD ($)tranche | Dec. 31, 2016USD ($) | |
Acquisitions | |||
Number of contingent consideration payment tranches | tranche | 2 | ||
Contingent consideration payable period | 6 years | ||
Fair value adjustment | $ 0 | ||
Fair value of contingent consideration | $ 21.8 | $ 20.3 | |
Maximum | |||
Acquisitions | |||
Contingent consideration payable in first tranche | $ 54.5 | ||
Contingent consideration payable in second tranche | $ 25 |
FAIR VALUE MEASUREMENTS - ACQ44
FAIR VALUE MEASUREMENTS - ACQUISITION OF PERENNIAL (Details) - Perennial $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017USD ($)tranche | Sep. 30, 2017USD ($)tranche | Dec. 31, 2016USD ($) | |
Acquisitions | |||
Maximum contingent consideration payable | $ 11.8 | ||
Additional maximum contingent consideration payable in 2019 & 2020 | $ 41.2 | $ 41.2 | |
Number of contingent consideration payment tranches | tranche | 2 | 2 | |
Contingent consideration (increase) decrease to the liability | $ 1.8 | ||
Other non-current liabilities | |||
Acquisitions | |||
Fair value of contingent consideration | $ 7.1 | $ 7.1 | $ 5.2 |
FAIR VALUE MEASUREMENTS - Acq45
FAIR VALUE MEASUREMENTS - Acquisition of Kapstream (Details) - Kapstream $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2015 | Sep. 30, 2017USD ($) | Jan. 31, 2017USD ($)item | |
Business acquisition | |||
Ownership interest acquired (as a percent) | 51.00% | 49.00% | |
Contingent consideration payable period, low | 18 months | ||
Contingent consideration payable period, high end | 36 months | ||
Fair value of contingent consideration | $ 43 | ||
Fair value adjustment | 0 | ||
Number of installments | item | 3 | ||
Contingent cash consideration if certain revenue targets are achieved | 48.4 | ||
Accounts Payable and Accrued Liabilities | |||
Business acquisition | |||
Fair value of contingent consideration | 18.2 | ||
Other non-current liabilities | |||
Business acquisition | |||
Fair value of contingent consideration | $ 24.8 | ||
Maximum | |||
Business acquisition | |||
Fair value of contingent consideration | $ 43.9 |
FAIR VALUE MEASUREMENTS - Acq46
FAIR VALUE MEASUREMENTS - Acquisition of VelocityShares (Details) - VelocityShares - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2014 | |
Business acquisition | ||
Contingent cash consideration if certain revenue targets are achieved | $ 16 | |
Contingent consideration (increase) decrease to the liability | 1.9 | |
Fair value of contingent consideration | 4.7 | |
Accounts Payable and Accrued Liabilities | ||
Business acquisition | ||
Fair value of contingent consideration | 3.5 | |
Other non-current liabilities | ||
Business acquisition | ||
Fair value of contingent consideration | $ 1.2 | |
Third Anniversary | ||
Business acquisition | ||
Contingent cash consideration if certain revenue targets are achieved | $ 8 | |
Fourth Anniversary | ||
Business acquisition | ||
Contingent cash consideration if certain revenue targets are achieved | $ 8 |
FAIR VALUE MEASUREMENTS - Dispo
FAIR VALUE MEASUREMENTS - Disposal of Volantis (Details) - Volantis - USD ($) $ in Millions | Apr. 01, 2017 | Sep. 30, 2017 |
Disposal of Volantis | ||
Period of Performance of Investee for Recognizing consideration | 3 years | |
Discontinued Operations, Disposed of by Sale | ||
Disposal of Volantis | ||
Percentage of share for consideration of sale | 10.00% | |
Discount rate for forecasted contingent revenues (as a percent) | 11.80% | |
Fair value of contingent consideration | $ 10.8 |
FAIR VALUE MEASUREMENTS - Dai-i
FAIR VALUE MEASUREMENTS - Dai-ichi Options (Details) - Dai-ichi option £ / shares in Units, £ in Millions, $ in Millions | May 30, 2017GBP (£)tranche£ / sharesshares | May 30, 2017USD ($)trancheshares | Sep. 30, 2017USD ($) |
Disposal of Dai-ichi Options | |||
Number of tranches | tranche | 20 | 20 | |
Allowed number of shares that may be purchased for each tranche of conditional shares | shares | 500,000 | 500,000 | |
Strike Price (in pounds per share) | £ / shares | £ 29.972 | ||
Options Sold Consideration | £ 19.8 | $ 25.7 | |
Fair value of the options | $ | $ 17.5 |
FAIR VALUE MEASUREMENTS - LEV49
FAIR VALUE MEASUREMENTS - LEVEL 3 ROLLFORWARD (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Changes in fair value | |||||
Foreign currency translation | $ 1.1 | $ 6.3 | $ 1.8 | $ 20.7 | |
Level 3 | Fair Value, Measurements, Recurring | |||||
Changes in fair value | |||||
Balance at the beginning of the year, Liability Value | 57.4 | 51.9 | 42.7 | 58.2 | $ 58.2 |
Balances acquired from the Merger | 3 | ||||
Additions | 0.7 | 10.9 | 0.4 | ||
Settlements and transfers to Level 2 | (0.8) | (0.8) | |||
Movements recognized in net income | 2.5 | 1.7 | 2.3 | ||
Movements recognized in other comprehensive income | (2) | (1.5) | 0.3 | (10.5) | |
Balance at the end of the year, Liability Value | 57.8 | 50.4 | 57.8 | 50.4 | 42.7 |
Level 3 | Fair Value, Measurements, Recurring | Contingent consideration | |||||
Changes in fair value | |||||
Balance at the beginning of the year, Liability Value | 76 | 22.1 | 25.5 | 19.5 | 19.5 |
Balances acquired from the Merger | 45.4 | ||||
Additions | (1) | 3.4 | |||
Fair value adjustments | (0.5) | 2.8 | |||
Foreign currency translation | 1.1 | (0.5) | 2.9 | (2.3) | |
Balance at the end of the year, Liability Value | 76.6 | 20.6 | 76.6 | 20.6 | 25.5 |
Level 3 | Fair Value, Measurements, Recurring | Deferred bonuses | |||||
Changes in fair value | |||||
Balance at the beginning of the year, Liability Value | 50.3 | 38 | 42.9 | 35.7 | 35.7 |
Net movement in bonus deferrals | 3.2 | 7.7 | 8.2 | 13.3 | |
Foreign currency translation | (0.9) | 2.4 | (4.2) | ||
Balance at the end of the year, Liability Value | 53.5 | 44.8 | 53.5 | 44.8 | 42.9 |
Level 3 | Fair Value, Measurements, Recurring | Dai-ichi options | |||||
Changes in fair value | |||||
Balance at the beginning of the year, Liability Value | 26.9 | ||||
Additions | 25.7 | ||||
Fair value adjustments | (10.3) | (9.1) | |||
Foreign currency translation | 0.9 | 0.9 | |||
Balance at the end of the year, Liability Value | 17.5 | 17.5 | |||
Level 3 | Fair Value, Measurements, Recurring | Redeemable noncontrolling interests | |||||
Changes in fair value | |||||
Balance at the beginning of the year, Liability Value | 172 | 138.5 | 158 | 82.9 | 82.9 |
Balances acquired from the Merger | 42.9 | ||||
Changes in ownership | 18.2 | 11.3 | 13.1 | 56.2 | |
Fair value adjustments | 0.9 | 1.2 | |||
Unrealized gains (losses) | 16.2 | 2.7 | (7.6) | 21.2 | |
Amortization of Intech appreciation rights | 1.1 | 1.5 | |||
Distributions | (0.2) | (0.3) | |||
Foreign currency translation | 2.6 | (7.2) | 2 | (15) | |
Balance at the end of the year, Liability Value | 210.8 | $ 145.3 | 210.8 | $ 145.3 | 158 |
Consolidated VIEs | |||||
Changes in fair value | |||||
Investment securities | 437.4 | $ 437.4 | $ 313.7 | ||
Consolidated VIEs | Level 3 | Fair Value, Measurements, Recurring | Discounted cash flow | Minimum | |||||
Changes in fair value | |||||
Discount rate | 12.00% | 12.00% | |||
EBITDA multiple | 0.087 | 0.087 | |||
Price-earnings ratio | 0.172 | 0.172 | |||
Consolidated VIEs | Level 3 | Fair Value, Measurements, Recurring | Discounted cash flow | Maximum | |||||
Changes in fair value | |||||
Discount rate | 30.00% | 30.00% | |||
EBITDA multiple | 0.110 | 0.110 | |||
Price-earnings ratio | 0.240 | 0.240 | |||
Consolidated VIEs | Level 3 | Fair Value, Measurements, Recurring | Discounted cash flow | Weighted average | |||||
Changes in fair value | |||||
Discount rate | 16.30% | 16.30% | |||
EBITDA multiple | 0.091 | 0.091 | |||
Price-earnings ratio | 0.184 | 0.184 | |||
Trading securities | Consolidated VIEs | Level 3 | Fair Value, Measurements, Recurring | |||||
Changes in fair value | |||||
Investment securities | $ 44.8 | $ 44.8 | $ 42.7 |
DEBT (Details)
DEBT (Details) $ / shares in Units, $ in Millions | Oct. 01, 2017$ / shares | Nov. 06, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | May 30, 2017USD ($) |
Components of debt | |||||||
Less: Current portion of long-term debt | $ 83.3 | $ 83.3 | $ 83.3 | ||||
Total long-term debt | 322.7 | 322.7 | 322.7 | ||||
Other Disclosures | |||||||
Settlement of debt in cash | 50.2 | $ 208.9 | |||||
Carrying value | |||||||
Components of debt | |||||||
Total debt | 406 | 406 | 406 | ||||
Less: Current portion of long-term debt | 83.3 | 83.3 | 83.3 | ||||
Total long-term debt | 322.7 | 322.7 | 322.7 | ||||
Fair value | |||||||
Components of debt | |||||||
Total debt | 406.1 | 406.1 | 406.1 | ||||
Less: Current portion of long-term debt | 83.4 | 83.4 | 83.4 | ||||
Total long-term debt | $ 322.7 | $ 322.7 | $ 322.7 | ||||
4.875% Senior Notes due 2025 | |||||||
Components of debt | |||||||
Interest rate (as a percent) | 4.875% | 4.875% | 4.875% | ||||
Other Disclosures | |||||||
Face value of debt issued | $ 300 | ||||||
4.875% Senior Notes due 2025 | Carrying value | |||||||
Components of debt | |||||||
Total debt | $ 322.7 | $ 322.7 | $ 322.7 | ||||
4.875% Senior Notes due 2025 | Fair value | |||||||
Components of debt | |||||||
Total debt | $ 322.7 | $ 322.7 | $ 322.7 | ||||
0.750% Convertible Senior Notes due 2018 | |||||||
Components of debt | |||||||
Interest rate (as a percent) | 0.75% | 0.75% | 0.75% | ||||
Other Disclosures | |||||||
Face value of debt issued | $ 84 | $ 84 | $ 84 | ||||
Percentage of the conversion price that the last reported sales price of the entity's common stock must equal or exceed as per conversion eligibility terms | 130.00% | ||||||
Number of trading days within 30 consecutive trading days required per the conversion eligibility terms, minimum | item | 20 | ||||||
Number of consecutive trading days required per the conversion eligibility terms | item | 30 | ||||||
Redemption of debt instruments principal amount | 32.6 | ||||||
Settlement of debt in cash | 50.2 | ||||||
Proceeds from convertible note hedge | 59.3 | ||||||
Payments for settlement of warrants | 47.8 | ||||||
0.750% Convertible Senior Notes due 2018 | Carrying value | |||||||
Components of debt | |||||||
Total debt | 83.3 | 83.3 | $ 83.3 | ||||
0.750% Convertible Senior Notes due 2018 | Fair value | |||||||
Components of debt | |||||||
Total debt | 83.4 | 83.4 | 83.4 | ||||
Credit Facility | |||||||
Other Disclosures | |||||||
Credit facility, maximum borrowing capacity | 200 | 200 | $ 200 | ||||
Credit facility covenant terms, financing leverage ratio, maximum | 3 | ||||||
Borrowings under the Credit Facility | 0 | 0 | $ 0 | ||||
Subsequent Event | 0.750% Convertible Senior Notes due 2018 | |||||||
Other Disclosures | |||||||
Conversion rate, shares per $1,000 principal amount | 44.7007 | ||||||
Adjusted conversion price per share of common stock (in dollars per share) | $ / shares | $ 22.37 | ||||||
Redemption of debt instruments principal amount | $ 6.6 | ||||||
Settlement of debt in cash | $ 10 | ||||||
Janus Capital Group Inc | 4.875% Senior Notes due 2025 | |||||||
Components of debt | |||||||
Interest rate (as a percent) | 4.875% | ||||||
Other Disclosures | |||||||
Fair value of debt | $ 323.7 | ||||||
Unamortized premium, net | $ 22.7 | $ 22.7 | $ 22.7 | ||||
Janus Capital Group Inc | 0.750% Convertible Senior Notes due 2018 | |||||||
Components of debt | |||||||
Interest rate (as a percent) | 0.75% | ||||||
Other Disclosures | |||||||
Face value of debt issued | $ 116.6 | ||||||
Fair value of debt | 158.1 | ||||||
Debt liability component | $ 115.2 | ||||||
Discounted cash flow rate (Percentage) | 1.90% | ||||||
Debt equity component | $ 42.9 | ||||||
Janus Capital Group Inc | 0.750% Convertible Senior Notes due 2018 | Maximum | |||||||
Other Disclosures | |||||||
Debt liability component | $ 116.6 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate (as a percent) | 31.10% | 13.70% | 28.60% | 14.60% | |
Unrecognized tax benefits held for uncertain tax positions | $ 6.4 | $ 6.4 | $ 2.5 | ||
Increases in unrecognized tax benefits related to current year | 5.1 | ||||
Settlements with tax authorities | 1.5 | ||||
Anticipated decrease in income tax contingency reserves in the next 12 months | $ 1.1 | $ 1.1 | |||
UK | |||||
Income Tax Contingency [Line Items] | |||||
Statutory rate (as a percent) | 18.00% | 18.00% | |||
Estimated statutory rate (as a percentage) | 17.00% | 17.00% |
NONCONTROLLING INTERESTS - REDE
NONCONTROLLING INTERESTS - REDEEMABLE (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Redeemable Noncontrolling Interests | |||||
Total redeemable noncontrolling interests | $ 210.8 | $ 158 | $ 210.8 | ||
Roll forward of redeemable noncontrolling interests in consolidated seed investment products | |||||
Opening balance | 158 | ||||
Closing balance | 210.8 | 210.8 | |||
Seeded investment products | |||||
Roll forward of redeemable noncontrolling interests in consolidated seed investment products | |||||
Balance acquired from the Merger | 23.2 | ||||
Change in market value | 16.8 | $ 2.7 | (6.7) | $ 21.2 | |
Change in ownership | 18.2 | 11.3 | 13.1 | 56.2 | |
Foreign currency translation | 2.4 | (7.2) | 2 | (15) | |
INTECH | |||||
Redeemable Noncontrolling Interests | |||||
INTECH appreciation rights | 17.1 | ||||
INTECH Founders | |||||
Redeemable Noncontrolling Interests | |||||
Total redeemable noncontrolling interests | 4.1 | 4.1 | $ 4.1 | ||
Roll forward of redeemable noncontrolling interests in consolidated seed investment products | |||||
Closing balance | 4.1 | 4.1 | |||
Remaining interest (as a percent) | 1.10% | ||||
Consolidated | Seeded investment products | |||||
Redeemable Noncontrolling Interests | |||||
Total redeemable noncontrolling interests | 152.2 | 138.5 | 158 | 82.9 | $ 189.6 |
Roll forward of redeemable noncontrolling interests in consolidated seed investment products | |||||
Opening balance | 152.2 | 138.5 | 158 | 82.9 | |
Closing balance | $ 189.6 | $ 145.3 | $ 189.6 | $ 145.3 |
NONCONTROLLING INTERESTS - NONR
NONCONTROLLING INTERESTS - NONREDEEMABLE (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Nonredeemable noncontrolling interests | ||
Total nonredeemable noncontrolling interests | $ 43.2 | $ 44.8 |
Seeded investment products | ||
Nonredeemable noncontrolling interests | ||
Total nonredeemable noncontrolling interests | 27 | $ 44.8 |
INTECH | ||
Nonredeemable noncontrolling interests | ||
Total nonredeemable noncontrolling interests | $ 16.2 |
LONG-TERM INCENTIVE COMPENSAT54
LONG-TERM INCENTIVE COMPENSATION (Details) - USD ($) shares in Millions, $ in Millions | May 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Long-term incentive compensation expense | |||||
Long-term incentive awards granted | $ 6.2 | $ 64.5 | |||
Number of shares of replacement awards issued to employees | 4.4 | ||||
Long-term incentive compensation expense | $ 50.9 | $ 20.2 | $ 114.6 | $ 71.5 | |
Maximum | |||||
Long-term incentive compensation expense | |||||
Vesting period | 4 years | ||||
Minimum | |||||
Long-term incentive compensation expense | |||||
Vesting period | 3 years |
RETIREMENT BENEFIT PLANS (Detai
RETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ (0.3) | $ (0.3) | $ (0.9) | $ (1) |
Interest cost | (5.5) | (5.6) | (16) | (17.8) |
Expected return on plan assets | 6.2 | 6 | 18.1 | 19 |
Net periodic benefit credit | $ (0.4) | $ (0.1) | $ (1.2) | $ (0.2) |
ACCUMULATED OTHER COMPREHENSI56
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in accumulated other comprehensive loss, net of tax | ||||
Beginning balance | $ 1,647.5 | |||
Total other comprehensive income (loss) | $ 44.6 | $ (39.1) | 135 | $ (181.3) |
Less: other comprehensive loss (income) attributable to noncontrolling interests | (2.8) | 0.5 | (19.1) | 7.7 |
Ending balance | 4,409.2 | 4,409.2 | ||
Accumulated other comprehensive loss | ||||
Changes in accumulated other comprehensive loss, net of tax | ||||
Beginning balance | (344.1) | (331.8) | (434.5) | (189.6) |
Total other comprehensive income (loss) | 41.8 | (38.6) | 115.9 | (173.6) |
Less: other comprehensive loss (income) attributable to noncontrolling interests | 2.8 | (0.5) | 19.1 | (7.7) |
Ending balance | (299.5) | (370.9) | (299.5) | (370.9) |
Foreign currency translation adjustments | ||||
Changes in accumulated other comprehensive loss, net of tax | ||||
Beginning balance | (380.5) | (353.6) | (471.3) | (211.8) |
Total other comprehensive income (loss) | 41.6 | (39.5) | 116.1 | (174.1) |
Less: other comprehensive loss (income) attributable to noncontrolling interests | 2.8 | (0.5) | 19.1 | (7.7) |
Ending balance | (336.1) | (393.6) | (336.1) | (393.6) |
Available-for-sale securities | ||||
Changes in accumulated other comprehensive loss, net of tax | ||||
Beginning balance | 4.3 | 4.6 | 4.7 | 5.1 |
Total other comprehensive income (loss) | 0.2 | 0.9 | (0.2) | 0.4 |
Ending balance | 4.5 | 5.5 | 4.5 | 5.5 |
Retirement benefit asset, net | ||||
Changes in accumulated other comprehensive loss, net of tax | ||||
Beginning balance | 32.1 | 17.2 | 32.1 | 17.1 |
Total other comprehensive income (loss) | 0.1 | |||
Ending balance | $ 32.1 | $ 17.2 | $ 32.1 | $ 17.2 |
ACCUMULATED OTHER COMPREHENSI57
ACCUMULATED OTHER COMPREHENSIVE LOSS - OCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other comprehensive income, net of tax | ||||
Pre-tax amount | $ 41.8 | $ (38.6) | $ 115.9 | $ (173.7) |
Tax benefit | 0.1 | |||
Other comprehensive income (loss ), net of tax | 41.8 | (38.6) | 115.9 | (173.6) |
Foreign currency translation adjustments | ||||
Other comprehensive income, net of tax | ||||
Pre-tax amount | 41.6 | (39.5) | 116.1 | (174.2) |
Tax benefit | 0.1 | |||
Other comprehensive income (loss ), net of tax | 41.6 | (39.5) | 116.1 | (174.1) |
Available-for-sale securities | ||||
Other comprehensive income, net of tax | ||||
Pre-tax amount | 0.2 | 0.9 | (0.2) | 0.4 |
Other comprehensive income (loss ), net of tax | $ 0.2 | $ 0.9 | $ (0.2) | 0.4 |
Retirement benefit asset, net | ||||
Other comprehensive income, net of tax | ||||
Pre-tax amount | 0.1 | |||
Other comprehensive income (loss ), net of tax | $ 0.1 |
EARNINGS AND DIVIDENDS PER SH58
EARNINGS AND DIVIDENDS PER SHARE (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016£ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2017£ / shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016£ / shares | Sep. 30, 2016USD ($)$ / sharesshares | |
Earnings per share | |||||||
Net income attributable to JHG | $ | $ 99,500,000 | $ 53,400,000 | $ 183,800,000 | $ 151,200,000 | |||
Less: allocation of earnings to participating stock-based awards | $ | 2,800,000 | 1,200,000 | 4,800,000 | 3,400,000 | |||
Net income attributable to JHG | $ | $ 96,700,000 | $ 52,200,000 | $ 179,000,000 | $ 147,800,000 | |||
Weighted-average common shares outstanding - basic | 196.5 | 109.3 | 148.7 | 109 | |||
Dilutive effect of: | |||||||
Non-participating stock-based awards | 1.7 | 4.5 | 1.8 | 4.8 | |||
Weighted-average common shares outstanding - diluted | 198.2 | 113.8 | 150.5 | 113.8 | |||
Earnings per share: | |||||||
Basic (in dollars per share) | $ / shares | $ 0.49 | $ 0.48 | $ 1.20 | $ 1.36 | |||
Diluted (two class) (in dollars per share) | $ / shares | $ 0.49 | $ 0.46 | $ 1.19 | $ 1.30 | |||
Dividends paid per share - pre Merger | £ / shares | £ 0.0320 | £ 0.0915 | £ 0.1040 | ||||
Dividends paid per share - post Merger | $ | $ 0.3200 | $ 0.3200 | |||||
Unvested nonparticipating stock awards | |||||||
Anti-dilutive securities that have not been included in the calculation of weighted average diluted shares outstanding | |||||||
Number of anti-dilutive securities that have not been included in the calculation of weighted average diluted shares outstanding | 0.7 | 0.8 | |||||
Dai-ichi options | |||||||
Anti-dilutive securities that have not been included in the calculation of weighted average diluted shares outstanding | |||||||
Number of anti-dilutive securities that have not been included in the calculation of weighted average diluted shares outstanding | 10 | 4.5 |
COMMITMENTS AND CONTINGENCIES59
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Sep. 30, 2017USD ($) |
Future minimum rental commitments under non-cancelable operating and capital leases | |
2017 (remainder of year) | $ 4.2 |
2,018 | 15.1 |
2,019 | 11.7 |
2,020 | 9.4 |
2,021 | 8.3 |
Thereafter | 27.6 |
Total | $ 76.3 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | Nov. 08, 2017$ / shares | Oct. 01, 2017$ / shares | Nov. 06, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Oct. 19, 2017USD ($) |
SUBSEQUENT EVENTS | |||||||
Settlement of debt in cash | $ 50.2 | $ 208.9 | |||||
Discontinued Operations, Disposed of by Sale | JHG's back office | |||||||
SUBSEQUENT EVENTS | |||||||
Consideration for discontinuous operations | $ 36 | ||||||
0.750% Convertible Senior Notes due 2018 | |||||||
SUBSEQUENT EVENTS | |||||||
Interest rate (as a percent) | 0.75% | 0.75% | |||||
Percentage of the conversion price that the last reported sales price of the entity's common stock must equal or exceed as per conversion eligibility terms | 130.00% | ||||||
Number of trading days within 30 consecutive trading days required per the conversion eligibility terms, minimum | item | 20 | ||||||
Number of consecutive trading days required per the conversion eligibility terms | item | 30 | ||||||
Redemption of debt instruments principal amount | $ 32.6 | ||||||
Settlement of debt in cash | $ 50.2 | ||||||
Subsequent Event | |||||||
SUBSEQUENT EVENTS | |||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.32 | ||||||
Subsequent Event | 0.750% Convertible Senior Notes due 2018 | |||||||
SUBSEQUENT EVENTS | |||||||
Conversion rate, shares per $1,000 principal amount | 44.7007 | ||||||
Adjusted conversion price per share of common stock (in dollars per share) | $ / shares | $ 22.37 | ||||||
Redemption of debt instruments principal amount | $ 6.6 | ||||||
Settlement of debt in cash | 10 | ||||||
Additional conversion notices amount | $ 10.9 |