Washington, D.C. 20549
(Name of issuer
of the securities held pursuant to the plan and the address of its principal executive office)
Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of Janus 401(k) and Employee
Stock Ownership Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available
for benefits of Janus 401(k) and Employee Stock Ownership Plan (the “Plan”) as of December 31, 2020 and 2019 and the related
statement of changes in net assets available for benefits for the year ended December 31, 2020, including the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits
for the year ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Form 5500, Schedule H, Part IV, Line 4i – Schedule
of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit
of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records,
as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule.
In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is
presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the
financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
June 28, 2021
We have served as the Plan’s auditor since 2018.
The accompanying notes are an integral part of these financial statements.
NOTES
TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020 and 2019,
AND FOR THE YEAR ENDED december 31, 2020
|
1.
|
DESCRIPTION OF THE PLAN
|
Janus 401(k) and Employee Stock Ownership Plan (the “Plan”)
is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The following brief description of the Plan is for general
information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
Eligibility — Substantially all U.S.
based employees of Janus Henderson Group plc (“JHG”, the “Company” or the “Sponsor”) and affiliated
employers who have adopted the Plan are eligible to participate in the Plan beginning on their date of employment.
Contributions — The Plan consists of
a Roth 401(k) and a 401(k) component. Participants may contribute up to 75% of their annual compensation, as defined in the Plan, subject
to certain limitations as set forth by the IRS. Participants may also contribute up to 25% of their annual base salary in after-tax contributions.
Participants direct the investment of their contributions into various registered mutual funds offered by the Plan. Participants may also
direct their investments through a trustee sponsored brokerage account.
The Sponsor contributes to the 401(k) portion of the Plan
a matching contribution equal to 100% of each participant’s eligible contribution up to 5% of the participant’s compensation.
Employees that work at least 1,000 hours during the year and remain employed on the last day of the Plan year are also eligible for
an annual discretionary contribution to the Plan. The Sponsor contributions to the profit sharing portion are invested based on the direction
of the participant. Contributions to the Employee Stock Ownership Plan (“ESOP”) are invested directly in JHG common stock.
After three years of service, employees may transfer 100% of their ESOP balance and any future contributions to participant-directed investments.
Contributions are subject to certain limitations.
Participants can reinvest dividends earned on JHG common
stock to purchase additional shares of JHG common stock or elect to receive dividends in cash.
A participant who is age 50 or older may make catch-up
deferral contributions of $6,500 in 2020.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans. Contributions are subject to certain Internal Revenue Code (“IRC”)
limitations.
Participant Accounts — Individual accounts
are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the
Sponsor’s contributions and may also include an allocation of Plan earnings and participant forfeitures. Plan losses, withdrawal
fees and administrative expenses may be charged to participant’s accounts. Allocations are based on account balances, as defined
in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting — Participants are always 100%
vested in their own contributions. Vesting in discretionary employer contributions, discretionary ESOP stock bonus contributions and in
employer matching contributions are based on years of service with JHG or a subsidiary of JHG. Participants earn one year of service for
each calendar year that they work at least 1,000 hours and the vesting percentage for the majority of participants is calculated as follows:
|
|
Cumulative
|
|
|
|
Percentage
|
|
Years of Service
|
|
Vested
|
|
After 1
|
|
20
|
%
|
2
|
|
40
|
%
|
3
|
|
60
|
%
|
4
|
|
80
|
%
|
5
|
|
100
|
%
|
A participant becomes 100% vested in all contributions
if employed when the participant reaches normal retirement date (age 65), loses his or her job due to job elimination (as defined
by the Plan), or leaves employment due to disability (as defined by the Plan) or death, even if the participant has not yet completed
five years of service.
Distribution of Benefits — Distributions
generally will be made in the event of retirement, death, disability, resignation, or dismissal. The Plan also provides for early distribution
at age 59 1/2 in specific circumstances.
Distributions after termination of employment are made
in a lump-sum payment in an amount equal to the value of the participant’s vested interest in his or her account. Terminated participants
with an account balance of $1,000 or less are paid a lump-sum distribution without the request or approval of the participant. Balances
exceeding $1,000 are paid upon the distribution date elected by the participant, but no later than April 1 of the calendar year following
the calendar year in which the age of 70 1/2 is attained.
Distributions may also be made in the event of the financial
hardship of the participant, as defined in the Plan.
Notes Receivable from Participants —
Participants may only have one loan outstanding at any given time and may borrow an aggregate amount of $50,000 or 50% of their account
balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at the prime rate
plus 1%. Principal and interest are paid ratably through payroll deductions.
Trustee and Recordkeeper — Fidelity Management
Trust Company (“Fidelity”) holds and administers all assets of the Plan in accordance with the provisions of the Plan agreement.
Administration of the Plan — The Sponsor
has appointed an Advisory Committee to serve as fiduciary with the authority and responsibility to administer the Plan.
Plan Termination — Although it has not
expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination or partial termination, participants will become 100% vested.
Forfeitures — When certain terminations
of participation in the Plan occur, the nonvested portion of the participant’s account, as defined by the Plan, represents a forfeiture.
Nonvested profit sharing, ESOP and employer matching contributions amounts forfeited by employees are first applied against Plan administration
expenses. Any forfeiture amounts remaining after Plan expenses have been paid will be applied against any employer contribution obligation.
Should the forfeiture amounts exceed Plan expenses and the Sponsor’s contribution obligations, the excess amount will be allocated
to the other participants as a part of and in the same manner as the Sponsor’s contributions for the Plan year in which the forfeitures
occurred. During 2020, forfeited amounts applied against Plan expenses totaled $165,959. There were $38,408 of forfeitures applied against
employer contributions for the year ended December 31, 2020. As of December 31, 2020 and 2019, forfeited nonvested accounts
totaled $22,336 and $15,020, respectively.
|
2.
|
SIGNIFICANT ACCOUNTING POLICES
|
Basis of Accounting — The accompanying
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates — The preparation of
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and changes in net assets available for benefits. Actual results could differ from those estimates.
Risks and Uncertainties — The Plan provides
for various investment options as set forth in the Plan agreement. Investment securities are exposed to various risks such as interest
rate, market, concentration and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably
possible that changes could materially affect participant account balances and the amounts reported in the statements of net assets available
for benefits. Approximately 4% of net assets available for benefits as of December 31, 2020 and 2019 were invested in JHG common
stock, representing the ESOP portion of the Plan.
COVID-19
In March 2020, the World Health Organization declared the
novel coronavirus (“COVID-19”) a pandemic. COVID-19 continues to have a significant impact on the global economy primarily
through preventive measures taken by businesses and governments to restrict its spread. The extent of the impact of COVID-19 on the Plan's
net assets available for benefits also depends on future developments, including the duration of the pandemic and the volatility of the
global financial markets, all of which are highly uncertain.
The CARES Act
The Coronavirus Aid, Relief, and Economic Security (CARES)
Act was passed on March 27, 2020. The 401(k) Advisory Committee adopted the following changes to the Janus 401(k) and Employee Stock
Ownership Plan in April 2020 for participants impacted by COVID-19:
|
·
|
Qualified participants are allowed to delay loan repayments that would otherwise be due between March 27, 2020 and December 31, 2020;
and,
|
|
·
|
Special federal income tax treatment is provided for up to $100,000 in distributions made to qualified individuals on and after January
1, 2020 and before December 31, 2020.
|
The Janus 401(k) and Employee Stock Ownership Plan will
amend the Plan by December 31, 2022 (the deadline for retroactive plan amendments).
Investment Valuation and Income Recognition —
The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual
funds and money market funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end.
Common stock is valued at quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Interest income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and
losses on investments bought and sold as well as held during the year.
Management fees and operating expenses charged to the Plan
for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management
fees and operating expenses are reflected as a reduction of investment return for such investments.
Notes Receivable from Participants —
Notes receivable from participants are measured at their unpaid principal balance plus any accrued interest. Delinquent participant loans
are recorded as distributions based on the terms of the Plan agreement. Notes receivable from participants have various maturity dates
and interest rates ranging from 2021 to 2034 and 4.25% to 9.25%, respectively.
Administrative Expenses — Plan expenses
include loan, distribution and administration fees paid to Fidelity. Other plan expenses include audit, legal and advisory fees. Nonvested
profit sharing and ESOP amounts forfeited by employees are used to pay administration fees. Loan and distribution fees are charged against
individual participant accounts. The Plan Sponsor may at its sole discretion, but is not obligated to, pay Plan expenses. Unless paid
by the Plan Sponsor, such costs and expenses are charged against Plan assets at the participant account level and deducted by the trustee.
Administrative fees paid to Fidelity may be reduced to the extent Plan assets are invested in certain Fidelity and non Fidelity investment
products. Plan expenses were reduced by $39,364 in 2020 as a result of such investment.
Payment of Benefits — Benefit payments
to participants are recorded upon distribution. There were no participants who have elected to withdraw from the Plan, but have not yet
been paid, as of December 31, 2020 and 2019.
Contributions — Contributions are recognized
in the year to which they relate.
Income Tax Status — The IRS has determined
and informed the Company by a letter dated October 14, 2014, that the Plan was designed in accordance with the applicable regulations
of the IRC requirements. The Plan Sponsor believes the Plan has maintained its tax-exempt status. Therefore, no provision for income taxes
has been included in the Plan’s financial statements. The Plan was last amended on December 28, 2017 for an administrative matter.
The amendment was not impactful to the Plan’s tax-exempt status.
Subsequent Events — Subsequent events were
evaluated through the date the financial statements were available to be issued.
|
3.
|
FAIR VALUE MEASUREMENTS
|
Measurements of fair value are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement. The Plan classifies its investments into Level 1,
which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities
not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities
valued based on significant unobservable inputs. The Plan’s policy is to recognize significant transfers between levels at the end
of the reporting period. The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments
measured at fair value on a recurring basis as of December 31, 2020 and 2019.
|
|
Fair value measurements
|
|
|
|
as of December 31, 2020, using:
|
|
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
|
Significant
other
observable
inputs
(Level 2)
|
|
|
Significant
unobservable
inputs
(Level 3)
|
|
|
Total
|
|
Mutual funds
|
|
$
|
405,098,716
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
405,098,716
|
|
Common stock
|
|
|
17,722,747
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,722,747
|
|
Money market funds
|
|
|
20,735,313
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,735,313
|
|
Participant-directed brokerage accounts
|
|
|
6,203,486
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,203,486
|
|
Total
|
|
$
|
449,760,262
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
449,760,262
|
|
|
|
Fair value measurements
|
|
|
|
as of December 31, 2019, using:
|
|
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
|
Significant
other
observable
inputs
(Level 2)
|
|
|
Significant
unobservable
inputs
(Level 3)
|
|
|
Total
|
|
Mutual funds
|
|
$
|
348,952,161
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
348,952,161
|
|
Common stock
|
|
|
14,125,384
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,125,384
|
|
Money market funds
|
|
|
15,795,419
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,795,419
|
|
Participant-directed brokerage accounts
|
|
|
3,706,966
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,706,966
|
|
Total
|
|
$
|
382,579,930
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
382,579,930
|
|
|
4.
|
NONPARTICIPANT-DIRECTED INVESTMENTS
|
Information about the net assets and the significant components
of the changes in net assets relating to the nonparticipant-directed investments for the year ended December 31, 2020, are as follows:
Janus Henderson Group plc common stock–at December 31, 2019
|
|
$
|
14,125,384
|
|
|
|
|
|
|
Changes in net assets:
|
|
|
|
|
Net appreciation in fair value of investments
|
|
|
4,499,855
|
|
Dividends reinvested
|
|
|
799,922
|
|
Benefits paid to participants
|
|
|
(591,359
|
)
|
Forfeitures
|
|
|
(10,859
|
)
|
Transfers to participant-directed investments
|
|
|
(1,100,196
|
)
|
|
|
|
|
|
Net change
|
|
|
3,597,363
|
|
|
|
|
|
|
Janus Henderson Group plc common stock–at December 31, 2020
|
|
$
|
17,722,747
|
|
|
5.
|
EXEMPT PARTY-IN-INTEREST TRANSACTIONS
|
Certain Plan investments are shares of mutual funds managed
by JHG and mutual funds and brokerage accounts managed by Fidelity. Certain Plan expenses include loan, distribution and administrative
fees paid to Fidelity. JHG is the sponsoring employer of the Plan and Fidelity is the trustee and, therefore, these transactions qualify
as exempt party-in-interest transactions.
In addition to mutual funds managed by JHG, the Plan also
holds JHG common stock. As of December 31, 2020 and 2019, the Plan held 545,094 and 577,667 shares of JHG common stock with a cost
basis of $13,999,111 and $14,856,797, respectively. During the year ended December 31, 2020, the Plan recorded dividend income attributable
to JHG common stock of $799,922.
Certain employees of JHG perform administrative work and
financial reporting for the Plan and are not compensated by the Plan.
******
SUPPLEMENTAL SCHEDULE
JANUS 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
|
EIN 43-1804048, PLAN NO. 003
|
|
|
|
|
FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
AS OF DECEMBER 31, 2020
|
Identity of issue, borrower, lessor, or similar party
|
|
Shares
|
|
|
Description of investment,
including maturity date,
rate of interest, collateral,
par or maturity date
|
|
|
Current value (2)
|
|
Fidelity® 500 Index Fund (1)
|
|
|
254,380
|
|
|
|
Mutual Fund
|
|
|
$
|
33,112,656
|
|
Fidelity® Emerging Markets Index Fund (1)
|
|
|
349,076
|
|
|
|
Mutual Fund
|
|
|
|
4,447,227
|
|
Fidelity® Extended Market Index Fund (1)
|
|
|
62,985
|
|
|
|
Mutual Fund
|
|
|
|
5,257,986
|
|
Fidelity Freedom® Index 2005 Investor Fund (1)
|
|
|
2,363
|
|
|
|
Mutual Fund
|
|
|
|
32,874
|
|
Fidelity Freedom® Index 2010 Investor Fund (1)
|
|
|
47,002
|
|
|
|
Mutual Fund
|
|
|
|
662,256
|
|
Fidelity Freedom® Index 2015 Investor Fund (1)
|
|
|
641
|
|
|
|
Mutual Fund
|
|
|
|
9,653
|
|
Fidelity Freedom® Index 2020 Investor Fund (1)
|
|
|
23,115
|
|
|
|
Mutual Fund
|
|
|
|
378,385
|
|
Fidelity Freedom® Index 2025 Investor Fund (1)
|
|
|
19,829
|
|
|
|
Mutual Fund
|
|
|
|
362,086
|
|
Fidelity Freedom® Index 2030 Investor Fund (1)
|
|
|
8,788
|
|
|
|
Mutual Fund
|
|
|
|
167,596
|
|
Fidelity Freedom® Index 2035 Investor Fund (1)
|
|
|
103,220
|
|
|
|
Mutual Fund
|
|
|
|
2,145,934
|
|
Fidelity Freedom® Index 2040 Investor Fund (1)
|
|
|
8,545
|
|
|
|
Mutual Fund
|
|
|
|
178,083
|
|
Fidelity Freedom® Index 2045 Investor Fund (1)
|
|
|
18,780
|
|
|
|
Mutual Fund
|
|
|
|
405,839
|
|
Fidelity Freedom® Index 2050 Investor Fund (1)
|
|
|
40,631
|
|
|
|
Mutual Fund
|
|
|
|
880,065
|
|
Fidelity Freedom® Index 2055 Investor Fund (1)
|
|
|
24,570
|
|
|
|
Mutual Fund
|
|
|
|
437,103
|
|
Fidelity Freedom® Index 2060 Investor Fund (1)
|
|
|
16,436
|
|
|
|
Mutual Fund
|
|
|
|
247,521
|
|
Fidelity Freedom® Index 2065 Investor Fund (1)
|
|
|
832
|
|
|
|
Mutual Fund
|
|
|
|
10,111
|
|
Fidelity Freedom® Index Income Fund (1)
|
|
|
6,340
|
|
|
|
Mutual Fund
|
|
|
|
79,890
|
|
Fidelity® Total International Index Fund (1)
|
|
|
515,748
|
|
|
|
Mutual Fund
|
|
|
|
6,998,705
|
|
Fidelity® U.S. Bond Index Fund (1)
|
|
|
343,159
|
|
|
|
Mutual Fund
|
|
|
|
4,272,327
|
|
Janus Henderson Absolute Return Income Opportunities Fund (1)
|
|
|
93,384
|
|
|
|
Mutual Fund
|
|
|
|
847,926
|
|
Janus Henderson Adaptive Global Allocation Fund (1)
|
|
|
91,363
|
|
|
|
Mutual Fund
|
|
|
|
1,020,519
|
|
Janus Henderson Asia Equity Fund (1)
|
|
|
44,220
|
|
|
|
Mutual Fund
|
|
|
|
635,889
|
|
Janus Henderson Balanced Fund (1)
|
|
|
487,053
|
|
|
|
Mutual Fund
|
|
|
|
19,974,054
|
|
Janus Henderson Contrarian Fund (1)
|
|
|
625,623
|
|
|
|
Mutual Fund
|
|
|
|
16,754,181
|
|
Janus Henderson Developed World Bond Fund (1)
|
|
|
203,145
|
|
|
|
Mutual Fund
|
|
|
|
2,041,610
|
|
Janus Henderson Dividend & Income Builder Fund (1)
|
|
|
38,065
|
|
|
|
Mutual Fund
|
|
|
|
530,633
|
|
Janus Henderson Emerging Markets Fund (1)
|
|
|
161,982
|
|
|
|
Mutual Fund
|
|
|
|
1,921,103
|
|
Janus Henderson Emerging Markets Managed Volatility Fund (1)
|
|
|
102,260
|
|
|
|
Mutual Fund
|
|
|
|
1,168,837
|
|
Janus Henderson Enterprise Fund (1)
|
|
|
98,525
|
|
|
|
Mutual Fund
|
|
|
|
15,636,921
|
|
Janus Henderson European Focus Fund (1)
|
|
|
5,727
|
|
|
|
Mutual Fund
|
|
|
|
222,567
|
|
Janus Henderson Flexible Bond Fund (1)
|
|
|
805,671
|
|
|
|
Mutual Fund
|
|
|
|
9,184,652
|
|
Janus Henderson Forty Fund (1)
|
|
|
635,392
|
|
|
|
Mutual Fund
|
|
|
|
32,335,090
|
|
Janus Henderson Global Allocation Fund - Conservative (1)
|
|
|
27,702
|
|
|
|
Mutual Fund
|
|
|
|
374,530
|
|
Janus Henderson Global Allocation Fund - Growth (1)
|
|
|
83,900
|
|
|
|
Mutual Fund
|
|
|
|
1,281,146
|
|
Janus Henderson Global Allocation Fund - Moderate (1)
|
|
|
43,820
|
|
|
|
Mutual Fund
|
|
|
|
615,237
|
|