UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 6, 2018

Janus Henderson Group plc

(Exact name of registrant as specified in its charter)

201 Bishopsgate

EC2M 3AE

United Kingdom

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code

+44 (0) 20 7818 1818

N/A

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

On February 6, 2018, Janus Henderson Group plc (“JHG”) issued a press release reporting its financial results for the fourth quarter and full year 2017. Copies of that press release and the earnings presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report.

(d)  Exhibits. The following exhibits are being furnished herewith.

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

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Exhibit 99.1

6 February 2018

Janus Henderson Group plc reports fourth quarter 2017 diluted EPS of US$2.32,

or US$0.73 on an adjusted basis

·                  Merger successfully completed in 2017 and integration proceeding ahead of expectations

·                  Strong investment performance across all time periods, with 76%, 66% and 79% of assets under management (“AUM”) outperforming benchmarks on a 1, 3 and 5 year basis, respectively, as at 31 December 2017

·                  AUM increased to US$370.8 billion, up 3% from 30 September 2017 and up 16% from 31 December 2016 on a pro forma basis

·                  Total revenue increased 10% quarter over quarter driven by performance fees and higher average AUM

·                  GAAP operating margin of 33.2% and adjusted operating margin of 43.6% in fourth quarter 2017

LONDON — Janus Henderson Group plc (NYSE:JHG, ASX:JHG, “JHG” or “the Group”) published its fourth quarter and full year 2017 results for the period ended 31 December 2017.

Fourth quarter 2017 net income attributable to JHG of US$471.7 million compared to net income attributable to JHG of US$99.5 million in the third quarter 2017 (fourth quarter 2016: US$37.8 million). Fourth quarter 2017 net income attributable to JHG included a one-time non-cash tax benefit of US$340.7 million related to new US tax legislation. Net income attributable to JHG on an adjusted basis, adjusted for the one-time non-cash tax benefit and acquisition and transaction related costs, of US$147.9 million increased 30% compared with US$114.2 million in the third quarter 2017 (fourth quarter 2016 pro forma: US$95.1 million).

Fourth quarter 2017 diluted earnings per share of US$2.32 compared to US$0.49 diluted earnings per share in the third quarter 2017 (fourth quarter 2016: US$0.33). Fourth quarter 2017 diluted earnings per share included US$1.67 per diluted share related to the new US tax legislation. Diluted earnings per share on an adjusted basis of US$0.73 increased 30% compared to US$0.56 in the third quarter 2017 (fourth quarter 2016 pro forma: US$0.46).

Dick Weil and Andrew Formica, co-Chief Executive Officers of Janus Henderson Group plc, stated:

“2017 was a landmark year for Janus Henderson Group. As we look back on accomplishments, we are extremely proud of what the firm delivered for clients and shareholders and immensely grateful for the tireless contributions of our employees, who have made the creation of our new firm possible.

“Investment performance is strong, which is a testament to the quality of our investment teams and an endorsement of our commitment to active management. Despite outflows in 2017, we continue to see strong levels of engagement and support from our clients globally and remain encouraged by developing relationships. In 2017, we delivered substantial growth in profitability, top-line results and cash flow generation, and we are pleased that we are on track to deliver cost savings greater than originally promised.

“As we look ahead to 2018, we are well-positioned to take advantage of the momentum we are seeing in many areas of our business. Certainly, there is still work to be done; however, we remain committed to providing superior client, shareholder and employee experiences and are excited about the future for Janus Henderson.”

The Group presents its financial results in US Dollars (“US$” or “USD”) and in accordance with accounting principles generally accepted in the United States of America (“US GAAP” or “GAAP”) which includes the results of Janus Capital Group from the Merger closing date. However, in the opinion of Management, the profitability of the Group and its ongoing operations is best evaluated using additional non-GAAP financial measures on a pro forma adjusted basis. See adjusted statements of income reconciliation for additional information.

SUMMARY OF FINANCIAL RESULTS (unaudited)

Fourth quarter 2017 adjusted revenue of US$505.3 million increased 11% from US$454.6 million in the third quarter 2017, driven by strong performance fees. Performance fees improved by US$35.6 million due to seasonality and strong investment performance. Management fees grew 3%, driven by a 4% increase in average AUM. Fourth quarter 2017 adjusted operating income of US$220.4 million increased 31% from US$168.4 million in the third quarter 2017, primarily driven by higher performance fees.

Full year 2017 pro forma adjusted revenue of US$1,848.1 million increased 11% from full year 2016 pro forma adjusted revenue of US$1,668.5 million. Strong markets and FX resulted in a 9% increase in average AUM in 2017, driving a US$107.5 million year over year improvement in pro forma management fees. As a result of strong investment performance, pro forma performance fees increased by US$66.5 million year over year. Full year 2017 pro forma adjusted operating income of US$731.9 million increased 30% from US$565.1 million in 2016, and the pro forma adjusted operating margin improved by 5.7ppt to 39.6%.

DIVIDEND

On 5 February 2018, the Board of Directors of JHG declared a fourth quarter dividend in respect of the three months ended 31 December 2017 of US$0.32 per share. Shareholders on the register on the record date of 16 February 2018 will be paid the dividend on 2 March 2018. Dividends are not franked, and JHG does not offer a dividend reinvestment plan.

Net tangible assets / (liabilities) per share

(1)See adjusted statements of income reconciliation for additional information.

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AUM AND FLOWS

Data for periods prior to and including second quarter 2017 present pro forma AUM and flows of JHG as if the Merger had occurred at the beginning of the period shown.

Total Group AUM and flows

Fourth quarter 2017 AUM and flows by capability

2017 pro forma AUM and flows by capability

Average AUM

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INVESTMENT PERFORMANCE

% of AUM outperforming benchmark (as at 31 December 2017)

Note:                  Outperformance is measured based on composite performance gross of fees vs primary benchmark, except where a strategy has no benchmark index or corresponding composite in which case the most relevant metric is used: (1) composite gross of fees vs zero for absolute return strategies, (2) fund net of fees vs primary index or (3) fund net of fees vs Morningstar peer group average or median. Non-discretionary and separately managed account assets are included with a corresponding composite where applicable.

Cash management vehicles, ETFs, Managed CDOs, Private Equity funds and custom non-discretionary accounts with no corresponding composite are excluded from the analysis. Excluded assets represent 3% of AUM. Capabilities defined by Janus Henderson.

% of mutual fund AUM in top 2 Morningstar quartiles (as at 31 December 2017)

Note: Includes Janus Investment Fund, Janus Aspen Series and Clayton Street Trust (US Trusts), Janus Henderson Capital Funds (Dublin based), Dublin and UK OEIC and Investment Trusts, Luxembourg SICAVs and Australian Managed Investment Schemes. The top two Morningstar quartiles represent funds in the top half of their category based on total return. On an asset-weighted basis, 73% of total mutual fund AUM was in the top 2 Morningstar quartiles for the 10 year period ended 31 December 2017. For the 1, 3, 5 and 10 year periods ending 31 December 2017, 51%, 52%, 62% and 58% of the 215, 200, 179 and 130 total mutual funds, respectively, were in the top 2 Morningstar quartiles.

Analysis based on “primary” share class (Class I Shares, Institutional Shares or share class with longest history for US Trusts; Class A Shares or share class with longest history for Dublin based; primary share class as defined by Morningstar for other funds). Performance may vary by share class.

ETFs and funds not ranked by Morningstar are excluded from the analysis. Capabilities defined by JHG. Data presents the pro forma assets as if the Merger had occurred at the beginning of the period shown. © 2017 Morningstar, Inc. All Rights Reserved.

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FULL YEAR 2017 (AUDITED) AND FIRST QUARTER 2018 RESULTS

JHG intends to publish its audited 2017 full year results on Wednesday 28 February 2018 and intends to publish its first quarter 2018 results on Wednesday 9 May 2018.

FOURTH QUARTER AND FULL YEAR 2017 EARNINGS CALL INFORMATION

Co-Chief Executive Officers, Andrew Formica, Dick Weil and Chief Financial Officer, Roger Thompson will present these results on 6 February 2018 in a conference call and webcast to be held at 1pm GMT, 8am EST, 12am AEDT (7 February).

Those wishing to participate should call:

Access to the webcast and accompanying slides will be available via the investor relations section of JHG’s website (www.janushenderson.com/IR). A webcast replay will be available for a period of at least seven days following the call.

About Janus Henderson Group plc

JHG is a leading global active asset manager dedicated to helping investors achieve long-term financial goals through a broad range of investment solutions, including equities, quantitative equities, fixed income, multi-asset and alternative asset class strategies.

As at 31 December 2017, JHG had approximately US$371 billion in AUM, more than 2,000 employees and offices in 27 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).

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FINANCIAL DISCLOSURES

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Note: Fourth quarter 2016 data has been updated in comparison to information presented in the second quarter 2017 results presentation on 8 August 2017 to reflect revised long-term incentive plan numbers due to alignment of accounting policies and an adjustment to the accounting treatment under US GAAP.

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Pro forma statements of income

The table below reflects GAAP basis results for the three months ended 31 December 2017 and 30 September 2017 and the pro forma results of JHG for the three months ended 31 December 2016 and years ended 31 December 2017 and 31 December 2016, as though the Merger had taken place at the beginning of the period shown.

Note: Fourth quarter 2016 data has been updated in comparison to information presented in the second quarter 2017 results presentation on 8 August 2017 to reflect revised long-term incentive plan numbers due to alignment of accounting policies and an adjustment to the accounting treatment under US GAAP.

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Adjusted statements of income

The following are reconciliations of GAAP basis and pro forma basis revenues, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenues, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share. The results for the three months ended 31 December 2017 and 30 September 2017 reconcile GAAP basis amounts to adjusted amounts, while the three months ended 31 December 2016 and years ended 31 December 2017 and 31 December 2016 reconcile pro forma amounts to adjusted amounts. Pro forma amounts are based on the combined results of JHG as though the Merger has taken place at the beginning of the period shown.

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Note: Fourth quarter 2016 data has been updated in comparison to information presented in the second quarter 2017 results presentation on 8 August 2017 to reflect revised long-term incentive plan numbers due to alignment of accounting policies and an adjustment to the accounting treatment under US GAAP.

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

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

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

(4)    Adjustments primarily represent fair value movements on options issued to Dai-ichi, deferred consideration costs associated with acquisitions prior to the Merger and increased debt expense as a consequence of the fair value uplift on the debt due to acquisition accounting. JHG Management believes these costs do not represent the ongoing operations of the Group.

(5)    Adjustments primarily relate to the gain recognised on disposal of the alternative UK small cap team (‘Volantis team’) on 1 April 2017 and adjustments related to deferred consideration costs for prior acquisitions. JHG management believes these gains do not represent the ongoing operations of the Group.

(6)    The tax impact of adjustments are calculated based on the US or foreign statutory tax rate as they relate to each adjustment; certain adjustments are either not taxable or not tax deductible. In addition, fourth quarter 2017 includes the impact of US tax legislation passed in December 2017.

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Balance sheet

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)