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Section 1: 425 (425)

 

Filed by Henderson Group plc

This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933

Subject Company: Janus Capital Group Inc.

Commission File Number: 001-15253

Date: March 20, 2017

 

 

20 March 2017

 

Full Year Results 2016 — US GAAP

 

Henderson Group plc (“Henderson Group”) published its Full Year Results for the year ended 31 December 2016 on 9 February 2017.

 

Further to that announcement, today Henderson Group provides its Full Year Results for the year ended 31 December 2016 prepared in accordance with the Generally Accepted Accounting Principles in the United States as adopted by the U.S. Securities and Exchange Commission (SEC) (“US GAAP”), and presented in US Dollars. The 2016 Full Year Results as prepared under US GAAP are included below.

 

*              *              *

 

Further information

 

www.henderson.com/IR or

 

 

 

Investor enquiries

 

Miriam McKay

+44 (0) 20 7818 2106

Head of Investor Relations

miriam.mckay@henderson.com

 

 

Louise Curran

+44 (0) 20 7818 5927

Investor Relations Manager

louise.curran@henderson.com

 

 

or

 

Investor Relations

+44 (0) 20 7818 5310

 

investor.relations@henderson.com

 

In connection with the proposed merger, Henderson has filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC), containing a proxy statement of Janus Capital Group and other documents regarding the proposed merger. Before making any voting or investment decision, the respective investors and shareholders of Henderson and Janus Capital Group are urged to carefully read the entire registration statement of Henderson, including the proxy statement of Janus Capital Group, and any other relevant documents filed by either company with the SEC, as well as any amendments or supplements to those documents, because they contain important information about Henderson, Janus Capital Group and the proposed merger. The registration statement and other related documents filed by Henderson and Janus Capital Group will be available electronically without charge at the SEC’s website, www.sec.gov. Materials filed with the SEC may also be obtained without charge at Henderson’s website, www.henderson.com or at Janus Capital Group’s website www.janus.com, respectively.

 

Forward looking statements

 

This announcement contains forward-looking statements with respect to the financial condition, results and business of Henderson Group plc. By their nature, forward-looking statements involve risk and uncertainty because they relate to events, and depend on circumstances, that will occur in the future. Henderson’s actual future results may differ materially from the results expressed or implied in these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

 

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement. Nothing in this announcement should be construed as, or is intended to be, a solicitation for or an offer to provide investment advisory services.

 



 

HENDERSON GROUP PLC FULL YEAR 2016 RESULTS — US GAAP

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF HENDERSON

 

For purposes of this section each reference to the “Group” refers to Henderson Group plc and its consolidated subsidiaries.

 

Segment Considerations

 

Although Henderson is a global investment manager and manages a range of investment products, operating across various product lines, distribution channels and geographic regions, information is reported to the chief operating decision-maker, the Henderson board, on an aggregated basis. Strategic and financial management decisions are determined centrally by the Henderson board and, on this basis, the Group is a single segment investment management business.

 

Revenue

 

Revenue primarily consists of management fees and performance fees. Management fee revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of either the daily, month end or quarter end average asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on the Group’s operating results. Assets under management may outperform or underperform the financial markets.

 

Performance fees are specified in certain fund and clients contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. This is often subject to a hurdle rate. Performance fees are recognized at the end of the contractual period (typically quarterly or annually) if the stated performance criteria are achieved.

 

2016 Summary

 

In 2016, Henderson achieved operating income of $232.1 million, a decrease of 26.9% (2015: $317.3 million) driven by lower revenue. Revenue was $999.9 million, down 13.4% (2015: $1,155.1 million). This reduction was driven primarily by lower performance fees of $54.8 million (2015: $150.8 million) in a period of significant market volatility. Management fees—the Group’s principal revenue stream—decreased by 5.1% to $867.8 million (2015: $914.7 million), primarily driven by adverse FX movements in 2016 as pounds sterling, the Group’s functional currency, weakened against the U.S. dollar. Management fee margins fell to 66.9 bps largely due to mix shifts following outflows from retail products and institutional inflows, and other one-off effects.

 

Total operating expenses decreased by 8.4% to $767.8 million (2015: $837.8 million) driven by a decrease in distribution expenses and employee compensation and benefits expenses. This was offset by increased one-off expenses following the proposed merger with Janus in 2016.

 

Net income decreased by 46.5% to $177.3 million (2015: $331.4 million), reflecting lower operating income, lower investment gains recognized compared to 2015 and an increased tax charge for the period.

 

Henderson’s ordinary dividend in respect of 2016 increased to 10.5 pence per share (2015: 10.3 pence per share).

 

The Group’s functional currency is pounds sterling and, as a result of presenting the financial statements in U.S. Dollars, is subject to foreign currency fluctuations. Analysis excluding this translation effect can be found below under “—Non-GAAP Financial Measures.”

 

Investment Performance of Assets Under Management

 

In 2016, market conditions proved to be challenging for the investment management teams. On a three year basis, 77% of assets outperformed, demonstrating the Group’s ability to deliver exceptional long term track records for clients. On a one year basis, performance was weaker, with 50% of assets outperforming.

 



 

One year performance was weakest in the European Equities and Global Equities capabilities. At the beginning of 2016, some of Henderson’s largest European funds saw a period of poor investment performance as concerns over China and a rally in the energy sector heavily impacted markets. In Global Equities, performance in many funds suffered throughout the year because of a lack of exposure to the United States and the U.S. dollar.

 

However, the Group has a wide range of investment teams with independent investment styles and theses, which means that even in tough market conditions, there are a range of investment ideas to discuss with clients.

 

Investment performance by core capability(1)

 

1 year

 

3 years

 

European Equities

 

26

%

86

%

Global Equities

 

34

%

70

%

Global Fixed Income

 

80

%

76

%

Multi Asset

 

48

%

42

%

Alternatives

 

62

%

99

%

Total

 

50

%

77

%

 


(1)                                 Percentage of funds, asset weighted, that are outperforming based on the relevant metric: peer percentile ranking for Retail, positive for Absolute Return, positive versus benchmark for Institutional.

 

Assets Under Management

 

The Group’s assets under management (AUM) as at December 31, 2016 were $124.7 billion, a decrease of $10.8 billion or 8% from December 31, 2015, driven by adverse FX movements of $13.1 billion and net outflows of $5.3 billion, partially offset by positive market movements of $7.6 billion.

 

FX movements reduced AUM by $13.1 billion. In this period, the dollar strengthened against all major currencies. As at December 31, 2016, approximately 80% of Henderson’s AUM was non-USD denominated, resulting in an adverse currency effect, particularly in products exposed to pounds sterling, which weakened significantly during the year following the U.K.’s referendum on EU membership in June 2016.

 

Asset and flows by capability for the years ended December 31, 2016 and 2015 are as follows (in millions):

 

 

 

Closing
AUM
Dec. 31,

 

 

 

 

 

Net Sales

 

 

 

 

 

Acquisitions &

 

Closing
AUM
Dec. 31,

 

(In $ millions)

 

2015

 

Sales

 

Redemptions(1)

 

(Redemptions)

 

Markets

 

FX(2)

 

Disposals

 

2016

 

By capability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

European Equities

 

$

30,129

 

$

6,005

 

$

(10,405

)

$

(4,400

)

$

660

 

$

(2,052

)

$

 

$

24,337

 

Global Equities

 

41,582

 

10,593

 

(10,111

)

482

 

2,670

 

(2,780

)

 

41,954

 

Global Fixed Income

 

36,549

 

10,582

 

(10,509

)

73

 

2,625

 

(4,552

)

 

34,695

 

Multi Asset

 

7,207

 

159

 

(859

)

(700

)

938

 

(1,163

)

 

6,282

 

Alternatives

 

20,110

 

7,759

 

(8,539

)

(780

)

741

 

(2,599

)

 

17,472

 

TOTAL

 

$

135,577

 

$

35,098

 

$

(40,423

)

$

(5,325

)

$

7,634

 

$

(13,146

)

$

 

$

124,740

 

 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 

 

 

Closing
AUM

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing
AUM

 

(In $ millions)

 

Dec. 31,
2014

 

Sales

 

Redemptions(1)

 

Net Sales
(Redemptions)

 

Markets

 

FX(2)

 

Acquisitions &
Disposals

 

Dec. 31,
2015

 

By capability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

European Equities

 

$

23,802

 

$

14,154

 

$

(7,048

)

$

7,106

 

$

2,504

 

$

(1,646

)

$

(1,637

)

$

30,129

 

Global Equities

 

40,120

 

9,372

 

(9,600

)

(228

)

1,327

 

(1,404

)

1,767

 

41,582

 

Global Fixed Income

 

29,931

 

13,805

 

(11,441

)

2,364

 

(206

)

(1,767

)

6,227

 

36,549

 

Multi Asset

 

8,124

 

302

 

(912

)

(610

)

105

 

(412

)

 

7,207

 

Alternatives(3)

 

24,573

 

10,533

 

(6,167

)

4,366

 

365

 

(926

)

(8,268

)

20,110

 

TOTAL

 

$

126,550

 

$

48,166

 

$

(35,168

)

$

12,998

 

$

4,095

 

$

(6,155

)

$

(1,911

)

$

135,577

 

 



 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 

(3)                                 Alternatives includes the THRE joint venture that was disposed of in 2015.

 

By capability, European Equities AUM decreased by $5.8 billion or 19.2% from $30.1 billion at December 31, 2015, to $24.3 billion at December 31, 2016, driven by net outflows in the period and adverse FX movements on non-U.S. dollar denominated assets, partially offset by positive market movements. Global Equities AUM increased by $0.4 billion to $42.0 billion at December 31, 2016, primarily due to net inflows and market gains being offset by adverse FX movements on non-US dollar denominated assets. Global Fixed Income AUM decreased by $1.9 billion, with slightly positive net flows and favorable market movements, more than offset by adverse FX movements. Multi-asset AUM decreased by $0.9 billion driven by adverse FX movements and net outflows, partly offset by positive market movements. In Alternatives, the Group saw a 13.1% decline in AUM to $17.5 billion at December 31, 2016, reflecting net outflows and adverse FX movements, slightly offset by positive markets.

 

The Group offers investment products based on a diversified set of asset classes, primarily through Equity and Fixed Income. Assets and flows by asset class for the years ended December 31, 2016 and 2015 are as follows (in millions):

 

 

 

Closing
AUM

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing
AUM

 

(In $ millions)

 

Dec. 31,
2015

 

Sales

 

Redemptions(1)

 

Net Sales
(Redemptions)

 

Markets

 

FX(2)

 

Acquisitions &
Disposals

 

Dec. 31,
2016

 

By asset class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

$

89,749

 

$

23,155

 

$

(27,196

)

$

(4,041

)

$

5,171

 

$

(7,398

)

$

 

$

83,481

 

Fixed Income

 

39,561

 

10,766

 

(10,888

)

(122

)

2,579

 

(4,844

)

 

37,174

 

Property

 

6,146

 

1,177

 

(2,309

)

(1,132

)

(115

)

(898

)

 

4,001

 

Private Equity

 

121

 

 

(30

)

(30

)

(1

)

(6

)

 

84

 

TOTAL

 

$

135,577

 

$

35,098

 

$

(40,423

)

$

(5,325

)

$

7,634

 

$

(13,146

)

$

 

$

124,740

 

 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 



 

 

 

Closing
AUM

 

 

 

 

 

 

 

 

 

 

 

 

 

Closing
AUM

 

 

 

Dec. 31,

 

 

 

 

 

Net Sales

 

 

 

 

 

Acquisitions &

 

Dec. 31,

 

(In $ millions)

 

2014

 

Sales

 

Redemptions(1)

 

(Redemptions)

 

Markets

 

FX(2)

 

Disposals

 

2015

 

By asset class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

$

79,062

 

$

30,778

 

$

(20,616

)

$

10,162

 

$

4,420

 

$

(4,043

)

$

148

 

$

89,749

 

Fixed Income

 

33,246

 

14,494

 

(12,319

)

2,175

 

(207

)

(1,879

)

6,226

 

39,561

 

Property(3)

 

12,934

 

2,894

 

(1,406

)

1,488

 

222

 

(213

)

(8,285

)

6,146

 

Private Equity

 

1,308

 

 

(827

)

(827

)

(340

)

(20

)

 

121

 

TOTAL

 

$

126,550

 

$

48,166

 

$

(35,168

)

$

12,998

 

$

4,095

 

$

(6,155

)

$

(1,911

)

$

135,577

 

 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 

(3)                                 Property includes the THRE joint venture that was disposed of in 2015.

 

In the period, market movements increased AUM by $7.6 billion, primarily reflecting market gains in Equities of $5.2 billion. Fixed Income saw market gains of $2.6 billion.

 

The following table presents the components of Henderson’s AUM split by Channel and Product Type for the years ended December 31, 2016 and 2015 (in millions):

 

 

 

Closing
AUM
Dec. 31,

 

 

 

 

 

Net Sales

 

 

 

 

 

Acquisitions &

 

Closing
AUM
Dec. 31,

 

(In $ millions)

 

2015

 

Sales

 

Redemptions(1)

 

(Redemptions)

 

Markets

 

FX(2)

 

Disposals

 

2016

 

RETAIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK OEICs/Unit Trusts/Other

 

$

34,426

 

$

8,221

 

$

(9,535

)

$

(1,314

)

$

662

 

$

(3,608

)

$

 

$

30,166

 

SICAVs

 

28,488

 

10,911

 

(14,283

)

(3,372

)

424

 

(1,198

)

 

24,342

 

US Mutual Funds

 

12,745

 

3,933

 

(5,326

)

(1,393

)

(265

)

 

 

11,087

 

Investment Trusts

 

8,227

 

100

 

27

 

127

 

761

 

(1,371

)

 

7,744

 

Total Retail

 

$

83,886

 

$

23,165

 

$

(29,117

)

$

(5,952

)

$

1,582

 

$

(6,177

)

$

 

$

73,339

 

INSTITUTIONAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK OEICs/Unit Trusts

 

$

14,359

 

$

172

 

$

280

 

$

452

 

$

683

 

$

(1,755

)

 

$

13,739

 

SICAVs

 

2,306

 

 

(377

)

(377

)

(82

)

(87

)

 

1,760

 

Australian MIS

 

2,209

 

540

 

(682

)

(142

)

59

 

(20

)

 

2,106

 

Offshore Absolute Return Funds

 

3,533

 

501

 

(1,210

)

(709

)

156

 

(131

)

 

2,849

 

Managed CDOs

 

151

 

 

(21

)

(21

)

3

 

(6

)

 

127

 

Segregated Mandates/Property

 

28,967

 

10,720

 

(9,267

)

1,453

 

5,242

 

(4,970

)

 

30,692

 

Private Equity Funds

 

86

 

 

(8

)

(8

)

(9

)

 

 

69

 

Other

 

80

 

 

(21

)

(21

)

 

 

 

59

 

Total Institutional

 

$

51,691

 

$

11,933

 

$

(11,306

)

$

627

 

$

6,052

 

$

(6,969

)

$

 

$

51,401

 

TOTAL

 

$

135,577

 

$

35,098

 

$

(40,423

)

$

(5,325

)

$

7,634

 

$

(13,146

)

$

 

$

124,740

 

 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 



 

(In $ millions)

 

Closing
AUM
Dec. 31,
2014

 

Sales

 

Redemptions(1)

 

Net Sales
(Redemptions)

 

Markets

 

FX(2)

 

Acquisitions &
Disposals

 

Closing
AUM
Dec. 31,
2015

 

RETAIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK OEICs/Unit Trusts/Other

 

$

32,144

 

$

9,925

 

$

(8,008

)

$

1,917

 

$

765

 

$

(1,218

)

$

818

 

$

34,426

 

SICAVs

 

22,095

 

19,067

 

(12,493

)

6,574

 

1,469

 

(1,650

)

 

28,488

 

US Mutual Funds

 

9,363

 

6,178

 

(2,678

)

3,500

 

(118

)

 

 

12,745

 

Investment Trusts

 

8,133

 

260

 

(28

)

232

 

319

 

(457

)

 

8,227

 

Total Retail

 

$

71,735

 

$

35,430

 

$

(23,207

)

$

12,223

 

$

2,435

 

$

(3,325

)

$

818

 

$

83,886

 

INSTITUTIONAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK OEICs/Unit Trusts

 

$

14,179

 

$

118

 

$

613

 

$

731

 

$

(15

)

$

(536

)

$

 

$

14,359

 

SICAVs

 

1,973

 

585

 

(157

)

428

 

52

 

(147

)

 

2,306

 

Australian MIS

 

 

50

 

(54

)

(4

)

9

 

 

 

2,204

 

2,209

 

Offshore Absolute Return Funds

 

3,918

 

618

 

(818

)

(200

)

(125

)

(60

)

 

3,533

 

Managed CDOs

 

392

 

 

(243

)

(243

)

35

 

(33

)

 

151

 

Segregated Mandates/Property

 

24,215

 

10,936

 

(10,307

)

629

 

2,174

 

(2,109

)

4,058

 

28,967

 

TH Real Estate (40%) share

 

8,810

 

429

 

(194

)

235

 

(126

)

72

 

(8,991

)

 

Private Equity Funds

 

1,283

 

 

(836

)

(836

)

(344

)

(17

)

 

86

 

Other

 

45

 

 

35

 

35

 

 

 

 

80

 

Total Institutional

 

$

54,815

 

$

12,736

 

$

(11,961

)

$

775

 

$

1,660

 

$

(2,830

)

$

(2,729

)

$

51,691

 

TOTAL

 

$

126,550

 

$

48,166

 

$

(35,168

)

$

12,998

 

$

4,095

 

$

(6,155

)

$

(1,911

)

$

135,577

 

 


(1)                                 Redemptions include impact of client switches which causes a positive balance on occasion.

 

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

 

Against a challenging backdrop of market volatility and political uncertainty, Retail flows were negative in 2016, with net outflows of $6.0 billion. At the start of the year, clients reduced their risk appetite and demand for European assets moderated. This theme continued throughout the year as political events unfolded, most notably the U.K.’s referendum on EU membership and the U.S. Presidential election.

 

In the U.K., the Group saw increased outflows in the aftermath of the U.K.’s referendum on EU membership on June 23, 2016, as clients pulled back from investing in European assets. The Group saw an acceleration of outflows from the Henderson UK Property Fund and trading was suspended on July 5, 2016 allowing the fund to dispose of assets and rebuild liquidity. The fund re-opened on October 14, 2016, with modest redemptions. The Group’s product range helped to mitigate the impact of the U.K. referendum, with good demand for U.K. absolute return and fixed income strategies. The Group also benefited from positive flows in the Australian Retail fund range, captured within the Group’s “UK OEICs/Unit Trusts/Other” product line.

 

Retail SICAV flows turned negative in 2016, as clients reduced their exposure to European assets and held higher proportions of their portfolios in cash. Outflows were dominated by European focused funds, but the Group saw positive flows into low volatility strategies as clients sought downside protection.

 

US mutual fund flows were broadly flat for the first half of the year but turned negative following the U.K. referendum. Fund outflows accelerated in the second half of the year, reflecting a reversal in demand for non-U.S. assets and the outcome of the U.S. Presidential election.

 

The Institutional business had a successful year, with positive net flows of $0.6 billion.

 

Despite net outflows at the start of the year driven by previously notified redemptions and the closure of funds in areas of limited client demand, flows were particularly strong in the second half of the year, reflecting the Group’s continued success in its core U.K. business and an increasingly global client base in Continental Europe, the U.S. and Australia. Most notably, the Group saw early success in its Global Emerging Markets strategy.

 

In recent years, the Group has been building global Institutional-grade strategies and in 2016, it was encouraging to see increasingly diverse sources of flow by client, geography and strategy. The pipeline of new business—notified but unfunded—remains strong following the recent announcement of the recommended merger with Janus.

 



 

Average Assets Under Management

 

The following table presents the average assets under management, split by Channel for the years ended December 31, 2016, 2015 and 2014 (in millions):

 

 

 

(In $ millions)

 

Average
AUM(1) 2016

 

Average
AUM(1) 2015

 

Average
AUM(1) 2014

 

2016 vs
2015%

 

2015 vs
2014%

 

By Channel

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

78,580

 

$

79,792

 

$

72,510

 

(1.5

)%

10.0

%

Institutional

 

50,849

 

47,925

 

48,700

 

6.1

%

(1.6

)%

TOTAL

 

$

129,429

 

$

127,717

 

$

121,210

 

1.3

%

5.4

%

 


(1)                                 Average month end AUM excluding equity method investment AUM.

 

Valuation of Assets Under Management

 

The fair value of assets under management is based on the values of the underlying cash and investment securities of the Henderson Funds, Trusts and Segregated Mandates. A large proportion of these securities are listed or quoted on a recognized securities exchange or market and are regularly traded thereon; these investments are valued based on unadjusted quoted market prices. Investments including, but not limited to, over-the-counter derivative contracts, which are dealt in or through a clearing firm, exchange or financial institution will be valued by reference to the most recent official settlement price quoted by the appointed market vendor and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued monthly by a specialist independent appraiser.

 

When a readily ascertainable market value does not exist for an investment, the fair value is calculated based on the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors. Judgement is used to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. A Fair Value Pricing Committee is responsible for determining or approving these unquoted prices, which are reported to those charged with governance of the Funds and Trusts.

 

In funds which invest in markets that are closed at their valuation point, an assessment is made daily to determine whether a fair value pricing adjustment is required to the funds’ valuation. This may be due to significant market movements in other correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or government intervention.

 

Third party administrators hold a key role in the collection and validation of prices used in the valuation of the securities. Daily price validation is completed using techniques such as day on day tolerance movements, invariant prices, excessive movement checks and intra vendor tolerance checks. The Henderson Data Management Team performs oversight of this process and completes annual due diligence on the processes of third parties.

 

Henderson leverages the expertise of its fund management teams across the business to cross invest assets to create value for its clients. Where cross investment occurs, assets and flows are identified and the duplication is removed from Henderson’s results.

 



 

Results of Operations

 

Information is reported to the chief operating decision-maker, the Henderson board, on an aggregated basis. Strategic and financial management decisions are determined centrally by the Henderson board and, on this basis, the Group is a single segment investment management business.

 

Revenues

 

 

 

Year ended December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015%

 

2014%

 

Revenues (in millions):

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

867.8

 

$

914.7

 

$

887.3

 

(5.1

)%

3.1

%

Performance fees

 

54.8

 

150.8

 

144.3

 

(63.7

)%

4.5

%

Other revenue

 

77.3

 

89.6

 

74.1

 

(13.7

)%

20.9

%

Total revenues

 

$

999.9

 

$

1,155.1

 

$

1,105.7

 

(13.4

)%

4.5

%

 

Management fees

 

 

 

 

 

 

 

 

 

 

 

 

Management fees decreased by $46.9 million (5.1%) from 2015 to 2016, despite average AUM increasing by 1.3% year on year. Although average institutional AUM increased by 6.1%, average retail AUM decreased by 1.5% resulting in a mix shift from higher margin retail to lower margin institutional. In addition, management fee margins decreased as retail clients continued to switch AUM to clean-fee share classes (classes where advisor commissions and platform charges are unbundled from the fund fee, the fees charged in clean fee share classes are solely for the fund manager. Clean fee share classes were created in response to the Retail Distribution Review regulation in the U.K.). As a result, distribution costs also fell during the period. One-off fee adjustments also contributed to the reduction in management fees. Consequently, total fee margins declined from 71.6 bps in 2015 to 66.9 bps in 2016.

 

The impact of FX, markets and 2016 outflows caused a net decrease in management fees, which was offset by a net favorable full year impact of 2015 inflows and the full year favorable impact of acquisitions.

 

Management fees increased by $27.4 million (3.1%) from 2014 to 2015. Average assets under management were 5% higher in 2015 compared to 2014 mainly due to net inflows for 2015 and the full year impact of 2014 inflows. The disposal of the discontinued Property business of $19.7 billion of assets on April 1, 2014 reduced management fees by $23.5 million. The wind down of Private Equity funds reduced management fees in 2015 compared to 2014 by $18.3 million, with assets under management at year end reduced from $1.3 billion at December 31, 2014 to $0.1 billion at December 31, 2015. In addition, other net acquisition and disposal activity (excluding equity method investment AUM) in 2015 contributed $7.1 billion of AUM with 2014 contributing $2.2 billion.

 

Weighted average management fee rates, by capability consisted of the following for the years ended December 31, 2016, 2015 and 2014:

 

 

 

Year ended December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015%

 

2014%

 

Management fee margin (bps):

 

 

 

 

 

 

 

 

 

 

 

Global Fixed Income

 

31.5

 

36.5

 

39.6

 

(13.7

)%

(7.8

)%

Global Equities

 

71.5

 

77.0

 

81.4

 

(7.1

)%

(5.4

)%

European Equities

 

100.9

 

103.3

 

106.1

 

(2.3

)%

(2.6

)%

Multi Asset

 

45.2

 

51.1

 

45.7

 

(11.5

)%

11.8

%

Alternatives(1)

 

84.9

 

81.8

 

70.2

 

3.8

%

16.5

%

Total

 

66.9

 

71.6

 

73.2

 

(6.6

)%

(2.2

)%

 


(1)                                 Alternatives include Property and Private Equity.

 

Total management fee margins decreased by 4.7 bps, (6.6%) from 2015 to 2016. The decrease was driven by a decline in Global Fixed Income and Global Equities due to the acquisition of Perennial in Australia in November 2015 at lower than average margins. This, combined with the average AUM mix in 2016 marginally moving from retail towards institutional (at

 



 

lower than average margins), and the continued switching of retail clients to clean-fee share-classes (as a result of the Retail Distribution Review in the U.K), have further contributed to reductions across most capabilities (note that this also reduces distribution costs). Alternatives margins have increased by 3.8% as a result of positive net inflows from the UK Absolute Return OEIC and SICAV funds in 2016 and the wind-down of the Private Equity business which resulted in a one-off fee reduction in 2015.

 

Total management fee margins decreased by 1.6 bps (2.2%) from 2014 to 2015. The decrease was driven by a 7.8% decline in Global Fixed Income due to the funding of a $2.7 billion mandate in February 2015 to an existing client which was fee neutral, and the acquisition of Perennial in Australia in November 2015 at lower than average margins. In addition margins in Global Equities declined by 5.4% due to the full year impact of the acquisition of Geneva, a U.S. equity institutional fund manager, in November 2014. Alternatives margins increased by 16.5% following the disposal of the Property business in 2014 which was at lower than average margins, offset slightly by the wind down of the Private Equity business. Multi Asset margins increased by 11.8% following the disposal of Intrinsic in December 2014 which was at a lower than average margin for Multi Asset. Higher Retail AUM in 2015 had a positive mix impact on margins across most capabilities, however this was partially offset by switching to clean-fee share-classes (as a result of the Retail Distribution Review in the U.K.).

 

Performance fees

 

Performance fees are derived across a number of product ranges including both pooled funds and segregated mandates. Pooled fund performance fees are recognized on a quarterly or annual basis, while segregated mandates are generally recognized on an annual basis. Performance fees by product type consisted of the following for the years ended December 31, 2016, 2015 and 2014 (in millions):

 

 

 

Year ended December 31,

 

 

 

 

 

 

 

2016

 

2015

 

2014

 

2016 vs. 2015%

 

2015 vs. 2014%

 

Performance fees (in millions):

 

 

 

 

 

 

 

 

 

 

 

SICAVs

 

$

18.1

 

$

72.7

 

$

30.6

 

(75.1

)%

137.6

%

UK OEICs & Unit Trusts

 

8.6

 

18.1

 

13.2

 

(52.5

)%

37.1

%

Offshore Absolute Return

 

13.6

 

38.1

 

62.8

 

(64.3

)%

(39.3

)%

Segregated Mandates

 

8.2

 

5.9

 

17.0

 

39.0

%

(65.3

)%

Investment Trusts

 

4.6

 

14.4

 

10.7

 

(68.1

)%

34.6

%

Property Funds

 

 

 

7.8

 

0.0

%

(100.0

)%

Other

 

1.7

 

1.6

 

2.2

 

6.2

%

(27.3

)%

Total performance fees

 

$

54.8

 

$

150.8

 

$

144.3

 

(63.7

)%

4.5

%

 

For the year ended December 31, 2016, performance fees decreased by $96.0 million compared to 2015, primarily due to lower SICAV fees which for long only funds typically only pay out a performance fee if relative and absolute performance is positive. Key funds driving the lower SICAV fees included lower performance fees on the UK Absolute Return SICAV fund and no fees on both the Henderson Horizon Pan European Alpha and Henderson Horizon Pan European Equity funds. Offshore Absolute Return fees decreased by 64.3% in 2016 compared to 2015 primarily due to lower performance fees on pooled hedge funds and managed accounts and the closure of Alphagen Japan Absolute Return fund. 52 funds yielded a performance fee in 2016 (2015: 78) out of 107 funds with performance fee potential.

 

For the year ended December 31, 2015, performance fees increased by $6.5 million compared to 2014, primarily due to higher performance fees in the SICAV fund range, offset by lower Offshore Absolute Return performance fees and no Property Fund performance fees following the sale of the Property business in the first half of 2014. 78 funds yielded a performance fee in 2015 (2014: 76) out of over 120 funds with performance fee potential.

 



 

Further information showing the diversity of funds both generating and able to generate performance fees, analyzed by product type, for the years ended December 31, 2016, 2015 and 2014 is shown in the table below:

 

 

 

 

 

 

 

Offshore

 

Seg Mandates /

 

 

 

 

 

 

 

 

 

U.K. OEICs &

 

 

 

Absolute

 

Mgd CDO /PE /

 

Investment

 

 

 

 

 

$ millions

 

Unit Trusts

 

SICAVs

 

Return

 

Property / Other

 

Trusts

 

Aus MIS

 

Total

 

Performance fees FY16

 

8.6

 

18.1

 

13.6

 

9.2

 

4.6

 

0.7

 

54.8

 

Performance fees FY15(1)

 

18.1

 

72.7

 

38.1

 

7.5

 

14.4

 

0.0

 

150.8

 

Performance fees FY14(1)

 

13.2

 

30.6

 

62.8

 

27.0

 

10.7

 

0.0

 

144.3

 

FY16 vs FY15 %

 

(52)%

 

(75)%

 

(64)%

 

23%

 

(68)%

 

0%

 

(64)%

 

Number of funds generating performance fees in FY16(2) 

 

3

 

14

 

16

 

14

 

3

 

2

 

52

 

Number of funds generating performance fees in FY15(2)

 

5

 

13

 

22

 

30

 

8

 

0

 

78

 

Number of funds generating performance fees in FY14(2) 

 

5

 

15

 

19

 

29

 

8

 

0

 

76

 

AUM December 31, 2016 generating FY16 performance fees

 

2.4

 

5.2

 

1.4

 

4.7

 

1.1

 

0.1

 

14.9

 

AUM December 31, 2015 generating FY15 performance fees

 

1.9

 

12.4

 

2.3

 

5.7

 

3.1

 

0.0

 

25.4

 

AUM December 31, 2014 generating FY14 performance fees

 

1.6

 

7.3

 

1.6

 

9.8

 

3.0

 

0.0

 

23.3

 

Number of funds eligible to earn performance fees at December 31, 2016

 

4

 

26

 

22

 

45

 

8

 

2

 

107

 

Number of funds eligible to earn performance fees at December 31, 2015

 

5

 

26

 

29

 

54

 

8

 

2

 

124

 

Number of funds eligible to earn performance fees at December 31, 2014

 

5

 

25

 

31

 

61

 

8

 

0

 

130

 

AUM December 31, 2016 with an uncrystallised performance fee at December 31, 2016, vesting in 2017(3)

 

2.3

 

3.1

 

1.3

 

n/a

 

0.6

 

n/a

 

7.3

 

AUM December 31, 2015 with an uncrystallized performance fee at December 31, 2015, vesting in 2016(3)

 

1.4

 

7.6

 

1.9

 

n/a

 

1.6

 

0.0

 

12.5

 

AUM December 31, 2014 with an uncrystallized performance fee at December 31, 2014, vesting in 2015(3)

 

0.8

 

5.3

 

1.2

 

n/a

 

2.7

 

0.0

 

10.0

 

Performance fee participation rate (%)(4)

 

15-20%

 

10-20%

 

10-20%

 

5-28%

 

15%

 

15%

 

 

 

Performance fee frequency

 

Quarterly

 

24 Annually, 2 quarterly

 

Annually

 

Quarterly, Half Yearly and Annually

 

Annually

 

Half Yearly

 

 

 

Performance fee methodology(5)

 

Relative/Absolute plus HWM

 

Relative plus HWM

 

Absolute plus HWM

 

Bespoke

 

Relative plus HWM

 

Relative plus HWM

 

 

 

 


(1)           Based on continuing performance fees, which excludes fees impacted by the TIAA-CREF transactions.

 

(2)           For Offshore Absolute Return Funds, this excludes funds earning a performance fee on redemption and only includes those with a period end crystallization date.

 

(3)           Reflects the total AUM of all funds with a Performance Fee opportunity at any point in the relevant year.

 

(4)           Participation rate reflects Henderson’s share of outperformance.

 

(5)           Relative performance is measured versus applicable benchmarks, and is subject to a High Water Mark (HWM) for relevant funds.

 



 

Other revenue

 

Other revenue largely comprises the U.K. OEICs & Unit Trust General Administration charge (GAC), which reimburses the Group for certain administration activities undertaken on behalf of the U.K. retail fund range. Other revenue decreased $12.3 million during the year ended December 31, 2016 compared to 2015 of which $10.1 million is due to the adverse impact of translation of non U.S. dollar denominated income.

 

Other revenue increased $15.5 million during the year ended December 31, 2015 compared to 2014. This is due to the increase in 12b-1 fees, an increase in revenue from Crux Asset Management following the disposal of the European Special Situations fund and an increase in GAC due to higher average AUM on the U.K. OEICs and Unit Trust product range. This is largely offset by an adverse impact of translation of non U.S. dollar denominated income and transaction fees in 2014, not recurring in 2015 that related to the divested Property business.

 

Operating expenses

 

 

 

Year ended December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015 %

 

2014 %

 

Operating Expenses (in millions):

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

$

273.5

 

$

317.1

 

$

312.3

 

13.7

%

(1.5

)%

Long-term incentive compensation

 

87.5

 

85.9

 

75.3

 

(1.9

)%

(14.1

)%

Distribution expenses

 

209.1

 

235.6

 

219.3

 

11.2

%

(7.4

)%

Amortization and depreciation

 

27.8

 

23.4

 

21.5

 

(18.8

)%

(8.8

)%

Investment administration

 

46.2

 

48.3

 

50.0

 

4.3

%

3.4

%

General, administrative and occupancy

 

123.7

 

127.5

 

128.8

 

3.0

%

1.0

%

Total operating expenses

 

$

767.8

 

$

837.8

 

$

807.2

 

8.4

%

(3.8

)%

 

Employee compensation and benefits

 

During the year ended December 31, 2016, employee compensation and benefits decreased $43.6 million (13.7%), compared to 2015, which was primarily driven by the favorable impact of translation of non U.S. dollar denominated expense of $35.9 million. Fixed staff costs increased by $19.4 million, predominantly reflecting the full year impact of significant investment in additional headcount in 2015 both organically, and through acquisition ($11.6 million) which included a full year of the Perennial acquisition and Australian operations build out in 2015. The remainder of the increase related to wage increases. Bonus costs decreased $27.1 million largely reflecting weaker business performance, primarily with respect to shorter term investment performance, including lower performance fees and net outflows of retail AUM in the period.

 

During the year ended December 31, 2015, employee compensation and benefits increased $4.8 million, compared to 2014. Fixed employee compensation increased $20.7 million, predominantly reflecting significant investment in additional headcount both organically and through acquisition of $10.8 million, which included a full year impact of the Geneva acquisition in 2014, and two months from the Perennial acquisition and Australian operations build out in 2015. The remainder of the increase related to wage increases and an increase in pension costs. Bonus costs increased $21.3 million as result of the Group’s remuneration schemes being structured to reward strong business performance, principally good investment performance and record net inflows of AUM. Offsetting these factors was the favorable translation effect of non U.S. dollar expenses of $22.6 million and the Property business costs incurred for the first quarter of 2014 until the Group’s disposal of the Property business of $14.6 million.

 

Long-term incentive compensation

 

Long term incentive compensation increased by $1.6 million from 2015 to 2016. $11.3 million of the increase is primarily due to higher amortization of bonus deferrals which were in turn a function of increasing bonus awards throughout the last three years. This was partially offset by lower social security costs on award vestings as a result of a decrease in share price, lower costs relating to awards with total shareholder return (‘TSR’) market performance conditions and by the favorable impact of translation of non U.S. dollar denominated expense of $9.7 million.

 

Long-term incentive compensation increased $10.6 million from 2014 to 2015. $18.5 million was primarily due to higher amortization of bonus deferrals as outlined above. Additionally, a higher share price increased social security costs on award vestings. Offsetting these factors was the favorable translation effect of non U.S. dollar expenses of $5.5 million and the Property business costs incurred for the first quarter of 2014 until the Group’s disposal of the business of $2.4 million.

 



 

Distribution expenses

 

Distribution expenses are paid to financial intermediaries for the distribution of Henderson’s retail investment products and are typically calculated based on the amount of the intermediary sourced AUM. For the year ended December 31, 2016, distribution expenses decreased by $26.5 million which was mainly due to AUM switching towards clean-fee share classes (as a result of the Retail Distribution Review in the U.K.) and lower average Retail AUM caused a further decrease, offset by one-off adjustments.

 

For the year ended December 31, 2015, distribution expenses increased by $16.3 million mainly due to higher average assets under management, with average Retail AUM increasing approximately 10% year on year.

 

Amortization and depreciation

 

Amortization and depreciation expense increased by $4.4 million compared to 2015. $4.9 million is due to the impairment of Gartmore Investment Management Contracts from the planned disposal of the Volantis UK Small Cap alternative team assets in 2017, a full year’s amortization from the acquisition of Perennial $1.5 million and other adverse increases of $2.9 million following the on-going investment in platforms. These were offset by a $2.2 million reduction to Gartmore client relationship amortization and a $2.7 million favorable translation impact of non U.S. dollar denominated expenses.

 

Amortization and depreciation expense increased $1.9 million for the year ended December 31, 2015 compared to 2014. This was primarily driven by a full year’s amortization of client relationships recognized as part of the Geneva acquisition.

 

Investment administration

 

Investment administration costs have decreased by $2.1 million, 4.3% compared to 2015, due to a favorable $5.5 million translation impact of non U.S dollar denominated expenses. This was offset by the full year impact of increased expense from Australian acquisitions ($2.2 million) and higher middle office costs ($1.2 million).

 

For the year ended December 31, 2015, investment administration expenses decreased by $1.7 million compared to 2014, mainly due to the favorable impact of translation of $3.6 million and one quarter’s costs in 2014 relating to the Property business. This was offset by one-off outsourced administration charges of $3.1 million incurred in 2015.

 

General, administrative and occupancy

 

General, administrative and occupancy decreased by $3.8 million, 3.0%, compared to 2015. The Group was impacted by FX on translation to the reporting currency of $14.4 million and to the functional currency $5.2 million. Other favorable variances included $6.0 million of costs due to lower recruitment activity and a number of one off legal and professional costs incurred in 2015. This was offset by $7.5 million of deal costs associated with the proposed Janus merger, increases in information technology costs of $6.1 million driven by ongoing investment and support of the IT infrastructure and platforms and office expenses increases of $1.2 million due to the Australian acquisitions and upgrades to the Singapore office. The remaining $7.0 million increase comprised various adverse variances, including an increase in irrecoverable U.K. Value Added Tax, increase to marketing expenditure following higher sales activity and other smaller items across several expense categories.

 

For the year ended December 31, 2015, general, administrative and occupancy decreased by $1.3 million compared to 2014. The first quarter 2014 costs of the divested Property business were $11.8 million which did not recur in 2015. A favorable impact was due to FX of $1.8 million (favorable translation to the reporting currency of $9.3 million offset by adverse translation to the functional currency ($7.5 million)). These were offset by $4.0 million higher legal and professional costs in 2015 relating to regulatory fees, costs associated with the Private Equity business wind down and a number of Group and regulation change projects progressing throughout 2015. In addition information technology costs were $3.0 million higher, including market data expenses as a result of additional users, ongoing investment and support of the IT infrastructure and higher network costs as a result of increased headcount and offices (including those relating to the Perennial acquisition). The remaining $5.3 million increase comprised various items, including an increase to marketing costs and other adverse variances.

 



 

Non-operating income and expenses

 

 

 

Year ended December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015 %

 

2014 %

 

Non-operating income and expenses (in millions):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

(6.6

)

$

(20.1

)

$

(19.3

)

67.2

%

(4.1

)%

Investment (losses)/gains, net

 

$

(11.7

)

$

39.7

 

$

285.9

 

(129.5

)%

(86.1

)%

Other non-operating (loss)/income, net

 

$

(1.9

)

$

0.6 $

 

(1.5

)

n/m*

 

140.0

%

Income tax provision

 

$

(34.6

)

$

(6.1

)

$

(52.6

)

n/m*

 

88.4

%

 


*              n/m = not meaningful

 

Interest expense

 

Interest expense mainly consists of interest on the 7.25% Senior Notes due 2016, which we refer to as the 2016 Senior Notes. Following the repayment of the 2016 Senior Notes in March 2016, the expense has decreased by $13.5 million compared to 2015, including a favorable translation impact of $2.3 million.

 

For the year ended December 31, 2015, interest expense increased by $0.8 million compared to 2014, mainly due to a full year of deferred consideration finance charges relating to the Geneva acquisition and one-off interest costs, offset by a $1.4 million favorable translation impact.

 

Investment (losses)/gains, net

 

The components of investment (losses)/gains, net for the years ended December 31, 2016, 2015 and 2014, were as follows (in millions):

 

 

 

Year ended December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015%

 

2014%

 

Investment (losses)/gains, net (in millions):

 

 

 

 

 

 

 

 

 

 

 

(Loss)/gain on investment securities and derivatives

 

$

(12.4

)

$

18.3

 

$

18.1

 

(167.8

)%

1.1

%

Gain on sale of equity method investments

 

 

18.9

 

18.9

 

(100.0

)%

0.0

%

Gain on sale of property business

 

 

 

245.3

 

0.0

%

(100.0

)%

Other investment income

 

0.7

 

2.5

 

3.6

 

(72.0

)%

(30.6

)%

Investment (losses)/gains, net

 

$

(11.7

)

$

39.7

 

$

285.9

 

(129.5

)%

(86.1

)%

 

Investment gains decreased by $51.4 million for the year ended December 31, 2016, compared to 2015, mainly as a result of gains made in 2015 not recurring. This was primarily due to a gain on sale of equity method investments of $18.9 million which related to the disposal of the THRE joint venture during 2015 and a gain on sale of available-for-sale investments of $18.3 million on the disposal of the property fund seed capital investments. In addition in 2016, the firm recorded an unrealized loss on a legacy Asian private equity investment of $17.7 million, mainly as a result of macro-economic issues in India.

 

Investment gains decreased by $246.2 million for the year ended December 31, 2015, compared to 2014, mainly due to the gain on the disposal of the Property business in 2014. On April 1, 2014, the Group completed transactions which resulted in the disposal of the Property business and simultaneously recognized a 40% share in a newly formed joint venture, THRE, which was accounted for as an equity method investment. The Group recognized a gain on disposal of the Property business of $245.3 million during the year ended December 31, 2014 and subsequently recognized a gain of $18.9 million on disposal of its 40% share of THRE during the year ended December 31, 2015. During 2014, the Group also disposed of its 50% stake in Intrinsic, which was accounted for as an equity method investment, recognizing a gain on sale of $18.9 million.

 

Other non-operating(loss)/income, net

 

The components of other non-operating (loss)/income, net for the years ended December 31, 2016, 2015 and 2014, are as follows (in millions):

 



 

 

 

 

Year ended
December 31,

 

2016 vs.

 

2015 vs.

 

 

 

2016

 

2015

 

2014

 

2015%

 

2014%

 

Other non-operating (loss)/income, net (in millions):

 

 

 

 

 

 

 

 

 

 

 

Loss from equity method investments

 

$

(3.1

)

$

(1.0

)

$

(3.4

)

n/m*

 

70.6

%

Interest income

 

1.2

 

1.6

 

1.9

 

(25.0

)%

(15.8

)%

Total other non-operating (loss)/income, net

 

$

(1.9

)

$

0.6

 

$

(1.5

)

n/m*

 

140.0

%

 


*               n/m = not meaningful

 

The loss from equity method investments increased to $3.1 million for the year ended December 31, 2016, compared to a loss of $1.0 million for 2015. This was mainly due to an impairment of Northern Pines ahead of its wind-up.

 

The loss from equity method investments declined to $1.0 million for the year ended December 31, 2015, compared to a loss of $3.4 million for 2014. This was mainly due to THRE establishment costs which were recognized in 2014, offset by a lower share of income in 2015 following the disposals of THRE in the first half of 2015 and Intrinsic in the second half of 2014.

 

Income Tax Provision

 

For the year ended December 31, 2016, the Group’s effective tax rate increased to 16.3% (tax charge of $34.6 million) from 1.8% (tax charge of $6.1 million) for the year ended December 31, 2015. The increase in the effective tax rate was due to a number of 2015 tax benefits that either did not occur in 2016 or did not occur at the same level in 2016 and changes in the Group’s global mix of pre-tax profits and business growth in higher tax jurisdictions. In addition, 2016 included non-deductible deal costs associated with the proposed merger with Janus which accounted for the remainder of the effective tax rate movement between the two years. In 2015, the Group benefitted from $7.6 million relating to the Group’s disposal of THRE and the Property business, the tax impact of which was finalized in 2015, $10.5 million on settlement of positions with the U.K. tax authorities and $3.4 million on other prior year adjustments.

 

For the year ended December 31, 2015, the Group’s effective tax rate decreased to 1.8% (tax charge of $6.1 million) from 9.3% (tax charge of $52.6 million) for the year ended December 31, 2014. The decrease in the effective tax rate was primarily due to 2015 tax benefits that either did not occur in 2014 or did not occur at the same level in 2014. In 2015, the tax benefits included $8.1 million relating to the reduction in corporation tax rates in the U.K. giving rise to credits on the revaluation of certain deferred tax balances, $12.4 million tax benefits arising from the exercise of share based compensation awards granted to employees and $10.5 million tax credits on settlement of positions with the U.K. tax authorities.

 

For the year ending December 31, 2017, the completion of the merger is anticipated to increase the Group’s effective tax rate. Further, the impact of future enacted tax rate or tax law changes in the jurisdictions of our operations, changes in the Group’s mix of pre-tax profits and future tax benefit arising from the exercise of share based compensation awards granted to our employees are difficult to predict and can significantly affect the Group’s eventual effective tax rate for the year.

 

Non-GAAP Financial Measures

 

Henderson reports its financial results in accordance with U.S. GAAP. However, in the opinion of the Henderson board the profitability of the Group and its ongoing operations is best evaluated using additional non-GAAP financial measures. Management uses these performance measures to evaluate the business and adjusted values are consistent with internal management reporting.

 



 

Alternative performance measures

 

The following are reconciliations of U.S. GAAP basis revenues, operating income, net income attributable to Henderson and diluted earnings per share to adjusted revenues, adjusted operating income, adjusted net income attributable to Henderson and adjusted diluted earnings per share.

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2014

 

 

 

(dollars in millions, except per share data

 

 

 

and operating data)

 

Reconciliation of revenues to adjusted revenues

 

 

 

 

 

 

 

Revenues, GAAP basis

 

$

999.9

 

$

1,155.1

 

$

1,105.7

 

Distribution expenses(1)

 

(209.1

)

(235.6

)

(218.2

)

Discontinued property business(2)

 

 

 

(33.0

)

Adjusted revenues

 

$

790.8

 

$

919.5

 

$

854.5

 

Reconciliation of operating income to adjusted operating income

 

 

 

 

 

 

 

Operating income, GAAP basis

 

$

232.1

 

$

317.3

 

$

298.5

 

Discontinued property business(2)

 

 

 

(12.1

)

Intangible amortization of investment management contracts(3)

 

19.6

 

15.5

 

13.8

 

Other acquisition related items(4)

 

5.8

 

2.0

 

1.7

 

Transaction related costs and net gains on disposals(5)

 

18.6

 

7.9

 

6.8

 

Other non-recurring items(6)

 

 

 

(4.7

)

Gain on sale of property business(7)

 

 

 

14.4

 

Adjusted operating income

 

$

276.1

 

$

342.7

 

$

318.4

 

Operating margin(8)

 

23.2

%

27.5

%

27.0

%

Adjusted operating margin(9)

 

34.9

%

37.3

%

37.3

%

Reconciliation of net income attributable to Henderson to adjusted net income attributable to Henderson

 

 

 

 

 

 

 

Net income attributable to Henderson, GAAP basis

 

$

189.0

 

$

329.8

 

$

503.3

 

Discontinued property business(2)

 

 

 

(12.6

)

Intangible amortization of investment management contracts(3)

 

19.6

 

16.7

 

16.5

 

Other acquisition related items(4)

 

7.9

 

3.8

 

2.5

 

Transaction related costs and net gains on disposals(5)

 

18.6

 

(11.3

)

(3.2

)

Other non-recurring items(6)

 

3.7

 

(0.2

)

(4.7

)

Gain on sale of property business(7)

 

 

 

(230.9

)

Tax on adjustments to net income attributable to Henderson(10)

 

(11.4

)

(18.6

)

22.0

 

Adjusted net income attributable to Henderson

 

227.4

 

320.2

 

292.9

 

Less: distributed earnings on dividend bearing securities

 

(3.7

)

(4.2

)

(5.2

)

Less: un-distributed earnings on non dividend bearing securities

 

(1.6

)

(4.5

)

(4.9

)

Adjusted net income attributable to Henderson common shareholders

 

$

222.1

 

$

311.5

 

$

282.8

 

Weighted-average diluted common shares outstanding—diluted (two class)

 

1,111.1

 

1,154.5

 

1,154.4

 

Diluted earnings per share (two class)(11)

 

$

0.17

 

$

0.28

 

$

0.42

 

Adjusted diluted earnings per share (two class)(12)

 

$

0.20

 

$

0.27

 

$

0.24

 

 


(1)                            Distribution expenses are paid to financial intermediaries for the distribution of Henderson’s investment products. The Henderson board believes that the deduction of third-party distribution, service and advisory expenses from operating revenues in the computation of net revenues reflects the nature of these expenses as revenue-sharing activities, as these costs are passed through to external parties who perform functions on behalf of, and distribute, the Group’s managed AUM. In 2014, this figure represents the distribution expenses excluding those associated with the discontinued Property business.

 

(2)                            On April 1, 2014, the Group completed transactions which resulted in the disposal of the Property business and simultaneous recognition of a 40% share in the newly formed joint venture, THRE. Prior to the disposal, the Group continued to consolidate the Property business and recognized net income from its operations for the first quarter of 2014. The Property business was not able to be classified as a discontinued operation due to the holding of the 40% share in THRE and consequently maintaining exposure to the business. However, the Henderson board does not believe that the first quarter’s Property business result represented 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 recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. The Henderson board believe these non-cash and acquisition related costs do not represent the ongoing operations of the Group.

 

(4)                            Other acquisition related items primarily represent void property costs inherited on the acquisition of the New Star and Gartmore businesses in 2009 and 2011 respectively. They reflect the net present values of the excess of lease rentals and other payments over the amounts expected to be recovered from subletting these properties. This category also includes deferred consideration costs, being earn-out costs of key owner / employees secured from previous acquisitions and contingent consideration payable to the vendors of those businesses. The Henderson board believes these costs do not represent the ongoing operations of the Group.

 

(5)                            Transaction related costs and net gains on disposals represented the following transactions: establishment of THRE (2014), disposal of Intrinsic (2014), acquisition of Geneva Capital LLC (2014), acquisition of Perennial (2015), 90 West (2015) and proposed merger integration and transaction costs with Janus (2016), due to complete in 2017. The Henderson board believes these costs and gains do not represent the ongoing operations of the Group.

 

(6)                            In 2014, other non-recurring items included a partial refund to the Group of $4.8 million relating to amounts previously paid in respect of the 2010/2011 Keydata cross subsidy levy to the U.K. Financial Services Compensation Scheme (FSCS). In 2015, a $0.2 million gain was recognized on the revaluation of the Group’s previous 41.4% stake in 90 West, based on the transaction price on May 29, 2015 when the Group acquired the remaining 58.6% of shares of 90 West. In 2016, the Group impaired its investment in Northern Pines as a result of the wind up of the business ($3.7 million). The Henderson board believes these gains and costs do not represent the ongoing operations of the Group as they were one off in nature.

 

(7)                            On April 1, 2014, the Group completed transactions which resulted in the disposal of the Property Business. This reflects the profit on disposal, net of any deal and separation costs.

 

(8)                            Operating income divided by revenues.

 

(9)                            Adjusted operating income divided by adjusted revenues.

 

(10)                     The tax impact of the non-GAAP adjustments are calculated based on the U.S. or foreign statutory tax rate as they relate to each non-GAAP adjustment. A number of the non-GAAP adjustments are either not taxable or not deductible for tax purposes and these primarily include the following: deferred consideration costs (footnote 4); establishment costs and profit on disposal of THRE, disposal of Intrinsic, certain costs associated with the acquisition of Geneva Capital LLC, Perennial and 90 West and transaction costs associated with the proposed merger with Janus (footnote 5); impairment on investment in Northern Pines (footnote 6); and the book profit on disposal of the Property Business (footnote 7) has been adjusted to reflect the taxable gains that arose on the disposal of the Property business. In addition, the 2015 total tax credit on non-GAAP items included a $4.2 million credit resulting from finalization of the taxable gains associated with the disposal of the Property business to THRE during 2014.

 

(11)                     Net income attributable to Henderson common shareholders divided by weighted-average diluted common shares outstanding.

 

(12)                     Adjusted net income attributable to Henderson common shareholders divided by weighted-average diluted common shares outstanding.

 



 

Constant Dollar analysis of Net Income

 

The Group’s functional currency is pounds sterling and as a result of presenting the financial statements in U.S. Dollars is subject to foreign currency fluctuations. In the tables below, the Group reports net income attributable to Henderson on a ‘constant dollar’ basis assuming the 2015 and 2014 comparatives are translated at the 2016 and 2015 rates, respectively.

 

Constant dollar reporting is a non-GAAP financial measure that shows the impact of changes in exchange rates on the translation from the Group’s functional currency to its reporting currency, to facilitate a comparative view that assists the reader in better understanding underlying core operating performance. Movements in the balances presented below have been explained in the earlier analysis.

 

2016 compared to 2015

 

 

 

Year ended December 31,

 

 

 

2016

 

2015

 

2015
Constant
Dollar
(at 2016 rate)

 

2016 vs 2015

 

Translation
impact

 

2016 vs 2015
Constant
Dollar

 

 

 

(dollars in millions)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

867.8

 

$

914.7

 

$

811.1

 

$

(46.9

)

$

(103.6

)

$

56.7

 

Performance fees

 

54.8

 

150.8

 

133.7

 

(96.0

)

(17.1

)

(78.9

)

Other revenue

 

77.3

 

89.6

 

79.5

 

(12.3

)

(10.1

)

(2.2

)

Total revenue

 

999.9

 

1,155.1

 

1,024.3

 

(155.2

)

(130.8

)

(24.4

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

273.5

 

317.1

 

281.2

 

43.6

 

35.9

 

7.7

 

Long-term incentive compensation

 

87.5

 

85.9

 

76.2

 

(1.6

)

9.7

 

(11.3

)

Distribution expenses

 

209.1

 

235.6

 

208.9

 

26.5

 

26.7

 

(0.2

)

Amortization and depreciation

 

27.8

 

23.4

 

20.7

 

(4.4

)

2.7

 

(7.1

)

Investment administration

 

46.2

 

48.3

 

42.8

 

2.1

 

5.5

 

(3.4

)

General, administrative and occupancy

 

123.7

 

127.5

 

113.1

 

3.8

 

14.4

 

(10.6

)

Total operating expenses

 

767.8

 

837.8

 

742.9

 

70.0

 

94.9

 

(24.9

)

Operating income

 

232.1

 

317.3

 

281.4

 

(85.2

)

(35.9

)

(49.3

)

Interest expense

 

(6.6

)

(20.1

)

(17.8

)

13.5

 

2.3

 

11.2

 

Investment (losses)/gains, net

 

(11.7

)

39.7

 

35.2

 

(51.4

)

(4.5

)

(46.9

)

Other non-operating (losses)/income, net

 

(1.9

)

0.6

 

0.5

 

(2.5

)

(0.1

)

(2.4

)

Income before taxes

 

211.9

 

337.5

 

299.3

 

(125.6

)

(38.2

)

(87.4

)

Income tax provision

 

(34.6

)

(6.1

)

(5.4

)

(28.5

)

0.7

 

(29.2

)

Net income

 

177.3

 

331.4

 

293.9

 

(154.1

)

(37.5

)

(116.6

)

Non-controlling interests

 

11.7

 

(1.6

)

(1.4

)

13.3

 

0.2

 

13.1

 

Net income attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

Henderson

 

$

189.0

 

$

329.8

 

$

292.5

 

$

(140.8

)

$

(37.3

)

$

(103.5

)

 



 

2015 compared to 2014

 

 

 

Year ended December 31,

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Constant

 

 

 

 

 

2015 vs 2014

 

 

 

 

 

 

 

Dollar

 

 

 

Translation

 

Constant

 

 

 

2015

 

2014

 

(at 2015 rate)

 

2015 vs 2014

 

impact

 

Dollar

 

 

 

(dollars in millions)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

914.7

 

$

887.3

 

$

823.0

 

$

27.4

 

$

(64.3

)

$

91.7

 

Performance fees

 

150.8

 

144.3

 

133.9

 

6.5

 

(10.4

)

16.9

 

Other revenue

 

89.6

 

74.1

 

68.7

 

15.5

 

(5.4

)

20.9

 

Total revenue

 

1,155.1

 

1,105.7

 

1,025.6

 

49.4

 

(80.1

)

129.5

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

317.1

 

312.3

 

289.7

 

(4.8

)

22.6

 

(27.4

)

Long-term incentive compensation

 

85.9

 

75.3

 

69.8

 

(10.6

)

5.5

 

(16.1

)

Distribution expenses

 

235.6

 

219.3

 

203.5

 

(16.3

)

15.8

 

(32.1

)

Amortization and depreciation

 

23.4

 

21.5

 

19.9

 

(1.9

)

1.6

 

(3.5

)

Investment administration

 

48.3

 

50.0

 

46.4

 

1.7

 

3.6

 

(1.9