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JNS > SEC Filings for JNS > Form 10-K on 26-Feb-2009All Recent SEC Filings

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Form 10-K for JANUS CAPITAL GROUP INC


26-Feb-2009

Annual Report


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

RECENT DEVELOPMENTS AND STRATEGIC PRIORITIES

Global markets declined significantly during 2008 with the majority of the deterioration occurring in the fourth quarter. The deterioration in global market conditions caused a significant decline in JCG's assets under management, revenues, operating margin and net income.

In response, JCG reduced its workforce by approximately 9% during the fourth quarter 2008 to decrease future compensation costs by approximately $20.0 million annually. In addition, planned reductions in future discretionary administrative, marketing and advertising costs are expected to result in further savings of $20.0 million to $25.0 million annually. Further expense reductions may be necessary if market conditions continue to deteriorate.

Despite actions taken to reduce 2009 fixed and discretionary expenses, JCG remains committed to achieving its long-term strategic objectives, which include the following:

º •
º Maintain strong long-term investment performance.

º •
º Continue expanding global product offerings.

º •
º Complete transition to advisor distribution platform.

º •
º Broaden alternative product capabilities through Janus and INTECH.

º •
º Build-out value franchise by capitalizing on Perkins' established investment process and brand.

º •
º Leverage INTECH's products to meet market demand for large cap value, global/international and alternative strategies.

º •
º Continue to build trust in the Janus brand.

º •
º Increase institutional acceptance of Janus strategies.

2008 SUMMARY

º •
º JCG finished 2008 with assets under management of $123.5 billion, a decrease of 40% from the end of 2007.

º •
º Long-term net outflows for 2008 totaled $0.6 billion compared to inflows of $9.8 billion for 2007.

º •
º Relative long-term investment performance remained strong across all subsidiaries despite short-term underperformance for Janus, with approximately 55%, 79% and 83% of JCG's mutual funds in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of December 31, 2008. (See Exhibit 99.1 for complete Lipper rankings.)

º •
º Operating margin was 32.1% for 2008 compared with 31.3% in 2007.

º •
º Diluted earnings per share from continuing operations declined 20% to $0.86.

º •
º JCG completed the acquisition of an additional 50% interest in Perkins during the fourth quarter 2008.

JCG's operating results for 2008 reflect strong results for the first three quarters followed by substantial declines in the fourth quarter from the deterioration of global market conditions. Total Company average assets under management of $190.8 billion for the nine months ended September 30, 2008, decreased 34.9% to $124.3 billion in the fourth quarter 2008. Operating margin for the nine months ended September 30, 2008, totaled 33.4% compared with 25.5% for the fourth quarter 2008. In the event that market conditions experienced during the fourth quarter 2008 continue, JCG expects 2009


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results of operations to be more consistent with or below the fourth quarter 2008, on an annualized basis, as opposed to full-year 2008.

INVESTMENT MANAGEMENT OPERATIONS (CONTINUING OPERATIONS)

Assets Under Management and Flows

The following table presents the components of JCG's assets under management (in
billions):

                                                           Year Ended December 31,
                                                          2008        2007      2006
     Beginning of period assets                          $  206.7    $ 167.7   $ 148.5
        Long-term sales
           Janus                                             29.9       30.9      16.0
           INTECH                                            12.3       15.5      18.5
           Perkins                                            6.3        2.9       3.0
        Long-term redemptions
           Janus                                            (31.1 )    (22.7 )   (24.6 )
           INTECH                                           (14.0 )    (13.2 )    (6.5 )
           Perkins                                           (4.0 )     (3.6 )    (4.1 )

        Long-term net flows*
           Janus                                             (1.2 )      8.2      (8.6 )
           INTECH                                            (1.7 )      2.3      12.0
           Perkins                                            2.3       (0.7 )    (1.1 )

              Total long-term net flows                      (0.6 )      9.8       2.3
        Net money market flows                               (5.0 )      5.2         -
        Market/fund performance                             (77.6 )     24.0      16.9

     End of period assets                                $  123.5    $ 206.7   $ 167.7

     Long-term net flows by distribution channel
        Retail intermediary                              $    0.8    $   6.9   $  (7.9 )
        Institutional                                        (3.1 )      1.7       9.3
        International                                         1.7        1.2       0.9

     Total                                               $   (0.6 )  $   9.8   $   2.3

     Average assets under management
        Janus                                            $   95.6    $ 100.1   $  86.1
        INTECH                                               57.4       68.1      53.1
        Perkins                                              10.2       11.6       7.5
        Money market                                         11.0       10.6      10.0

     Total                                               $  174.2    $ 190.4   $ 156.7

º *
º Excludes money market flows. Sales and redemptions are presented net on a separate line due to the short-term nature of the investments.

Total Company assets under management totaled $123.5 billion in 2008, a decrease of $83.2 billion from 2007 and $44.2 billion from 2006. The decreases were driven primarily by deteriorating markets in the last half of 2008.

Janus' net long-term outflows were $1.2 billion in 2008 compared to long-term net inflows of $8.2 billion in 2007. The decline from 2007 is largely the result of increased redemptions in the retail


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intermediary channel as a result of short-term underperformance and adverse market conditions. Industrywide, retail investors redeemed out of long-term investments at the highest rate since 1992.

INTECH's net long-term outflows were $1.7 billion in 2008 compared to long-term net inflows of $2.3 billion in 2007, primarily as a result of the relative short-term underperformance of certain key investment strategies primarily during 2007 and clients reallocating assets from INTECH to other investment strategies in response to adverse market conditions. INTECH's sales are primarily to institutional investors, which historically have allocated investments away from equity investments in deteriorating markets and reinvested as markets stabilize and begin improving.

Perkins' long-term net flows increased $3.0 billion over 2007 as a result of improved sales and strong investment performance. Perkins' 2008 positive net flows were primarily derived through the retail intermediary channel.

Both Janus and INTECH achieved positive net long-term flows internationally in 2008, which marked the 10th consecutive year of positive net flows in the international channel.

Net money market flows declined $10.2 billion from 2007. Money market flows are short-term in nature and vary widely from period to period. In January 2009, Janus announced plans to exit its institutional money market business by managing assets for capital preservation and liquidity and requiring investors to redeem no later than April 30, 2009. The institutional money market funds include the Janus Institutional Cash Management Fund, Janus Institutional Government Money Market Fund and Janus Institutional Money Market Fund. Total assets in the Janus institutional money market discipline totaled $5.8 billion at December 31, 2008. Janus will continue to offer retail money market funds which totaled $2.1 billion as of December 31, 2008. The institutional money market business contributed approximately $0.02 per diluted share to JCG's full-year 2008 diluted earnings per share.

Revenues

Revenues are generally based upon a percentage of the market value of assets under management and are calculated as a percentage of the daily average asset balance in accordance with contractual agreements with the Company's investment products. Certain investment products are also subject to performance fees that vary based on their relative performance as compared to a benchmark index and the level of assets subject to such fees. Assets under management primarily consist of domestic and international equity and debt securities. Accordingly, fluctuations in the financial markets, relative investment performance, sales and redemptions of investment products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results. The following graph depicts the direct relationship between average assets under management and investment management revenues:


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[[Image Removed: GRAPHIC]]

2008 Compared to 2007

Investment management fees decreased $71.2 million, or 7.9%, as a result of a decrease in average assets under management driven primarily by declining markets.

Performance fee revenue is derived from certain mutual funds and separate accounts. The increase in performance fee revenue of $8.1 million, or 41.5%, was principally due to one separate account reaching its one-year anniversary during the second quarter 2008 on which the first contractual performance fee was recognized for the previous 12 months. Going forward, performance fees on this account will be recognized quarterly.

Shareowner servicing fees and other revenue decreased $16.0 million, or 8.0%, over the comparable prior period primarily from a decrease in transfer agent fees. Transfer agent fees are calculated based on long-term average assets under management in Janus' largest fund series (Janus Investment Fund) ("JIF"), which declined at a comparable rate.

Employee compensation and benefits decreased $42.8 million, or 11.9%, principally due to lower incentive compensation partially offset by $8.0 million in severance incurred primarily as a result of the 9% workforce reduction in October 2008. Investment team compensation decreased $33.7 million as a result of lower revenue and a decline in short-term relative investment performance. The investment team compensation plan is linked to individual investment performance, but also ties the aggregate level of compensation to revenue. Sales commissions decreased $9.9 million due to lower sales and the company-wide bonus accrual decreased $16.7 million as a result of the impact of adverse market conditions on the Company's operating results.

Long-term incentive compensation decreased $36.4 million, or 45.6%, primarily as a result of the performance-based acceleration and contractual acceleration of awards in 2007, and a $2.9 million net benefit from revising JCG's forfeiture estimate in the fourth quarter 2008 due to higher than projected


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employee departures. Long-term incentive compensation in 2007 also included a $17.0 million charge for the contractual acceleration of awards related to certain portfolio managers who resigned.

Long-term incentive grants made during 2008 totaled $84.3 million and will be recognized ratably over a three-year period. In addition to these awards, retention awards were granted to certain Janus investment team members and INTECH employees to facilitate succession planning and incentivize key personnel to remain with the Company. The Janus retention grant totaled $21.0 million and will be recognized ratably over a four-year period. The INTECH retention grant totaled $10.0 million and will be recognized ratably over a 10-year period. Future long-term incentive amortization will also be impacted by the 2009 annual grant totaling $70.0 million, which will be recognized ratably over a four-year period.

Distribution expenses decreased $6.8 million, or 4.8%, as a result of a similar decrease in assets under management subject to third-party concessions. Distribution fees are calculated based on a contractual percentage of the market value of assets under management distributed through third-party intermediaries.

Interest expense increased $16.7 million, or 28.4%, from the issuance of additional debt in June 2007. All of JCG's outstanding debt includes an interest rate adjustment covenant that provides that the interest rate payable will increase by 25 basis points for each level that the Company's debt rating is decreased by Moody's Investors Service, Inc. ("Moody's") from its existing rating of Baa3 or by S&P from its existing rating of BBB-, up to a maximum increase of 200 basis points. On February 23, 2009, S&P lowered JCG's credit rating to BB+, which will result in a 25 basis point increase in the interest rates payable on all of JCG's outstanding debt, or approximately $2.8 million of additional annual interest expense.

Net investment losses totaled $60.4 million in 2008 and include a $21.0 million impairment charge on SIV securities and $41.1 million of mark-to-market losses on consolidated investment products, net of $1.7 million of realized gains. Net investment gains of $4.7 million in 2007 include $17.6 million of income previously recorded as unrealized gains in equity partially offset by an $18.2 million impairment charge on SIV securities. JCG implemented a hedge strategy in December 2008 covering the majority of invested seed capital to mitigate a portion of the earnings volatility created by the mark-to-market accounting of seed capital investments.

The decrease in minority interest is largely the result of a decline in INTECH earnings associated with lower average assets under management in the relevant investment products and approximately $4.0 million of losses associated with the minority interest in consolidated investment products.

JCG's tax rate will decrease by approximately 1.25% from the current rate effective January 1, 2009 as a result of a legislative change in Colorado state taxes enacted during the second quarter 2008. The income tax provision for 2008 includes a $12.9 million tax benefit as a result of applying the lower tax rate to deferred tax assets and liabilities expected to be realized or settled on or after January 1, 2009.

2007 Compared to 2006

Investment management fees increased $147.7 million, or 19.7%, from a similar increase in average assets under management driven primarily by market appreciation and investment performance combined with positive long-term net inflows.

The increase in performance fee revenue was primarily due to fees of $11.2 million earned on mutual funds, partially offset by a decrease of $6.5 million of fees on INTECH private accounts as a result of recent relative underperformance.


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Shareowner servicing fees and other revenue improved $28.9 million, or 16.9%, over the comparable prior period primarily as a result of an increase in transfer agent fees. Average JIF assets, excluding money market assets, increased 15.6% over the prior year.

Employee compensation and benefits increased $45.5 million, or 14.4%, principally due to higher base salaries, investment team compensation and sales commissions. Base salaries increased $11.5 million from annual merit increases and an 8.3% growth in the average number of employees. Investment team compensation increased $21.0 million due to higher management fee revenue and relative investment performance. Sales commissions increased $6.6 million due to improved sales, primarily in the retail intermediary channel.

Long-term incentive compensation decreased $2.8 million due to the final vesting of a previous grant in the first quarter 2007, partially offset by an increase related to the 2007 annual grant awarded in February, a $17.0 million charge for the contractual acceleration of awards related to certain portfolio managers who resigned in 2007 and accelerated vesting of previous awards based on 2007 financial performance.

Distribution expenses increased $31.5 million, or 28.6%, from a similar increase in assets under management subject to third-party concessions.

Interest expense increased $26.5 million as a result of the issuance of additional debt during 2007.

Investment gains decreased $7.0 million primarily from the recognition of an $18.2 million impairment charge on SIV securities acquired from money market funds advised by Janus and a decrease in realized gains related to the sale of seed capital investments. The impairment charge and decrease in realized gains were partially offset by $17.6 million of income previously recorded as unrealized gains in equity. In the fourth quarter 2007, JCG evaluated its seed capital investments and determined that mutual funds and separate accounts in which it owns a majority interest should be consolidated, with changes in market value reported in current period earnings.

DISCONTINUED OPERATIONS

During the second quarter 2008, JCG disposed of its Printing and Fulfillment operations for $14.5 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

A summary of cash flow data from continuing operations for the years ended
December 31 is as follows (in millions):

                                                            2008       2007       2006
 Cash flows provided by (used for):
     Operating activities                                 $  238.2   $  290.8   $  298.6
     Investing activities                                   (148.8 )   (103.3 )     48.0
     Financing activities                                   (287.5 )   (213.9 )   (340.5 )

 Net increase (decrease) in cash and cash equivalents       (198.1 )    (26.4 )      6.1
 Balance at beginning of year                                480.7      507.1      501.0

 Balance at end of year                                   $  282.6   $  480.7   $  507.1


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2008 Cash Flows

JCG's cash flow from operations historically has been positive and sufficient to fund ordinary operations and capital requirements. Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. The decline in cash flow from operations in 2008 was driven by lower revenues in the second half of 2008 as a result of the deterioration in global market conditions.

Net cash used for investing activities in 2008 primarily represents $67.7 million for the purchase of an additional 3% interest in INTECH and $90.0 million for an additional 50% interest in Perkins.

Cash used for financing activities in 2008 primarily represents stock buybacks of $291.7 million.

2007 Cash Flows

Operating cash flows in 2007 decreased $7.8 million to $290.8 million due to changes in net income and working capital items.

Net cash used for investing activities in 2007 includes $81.0 million for the purchase of an additional 4% interest in INTECH and $108.5 million (including $3.5 million of purchased accrued interest) for the purchase of SIV securities from money market funds advised by Janus, partially offset by $55.2 million of proceeds from the net sale of investments in advised funds.

Cash used for financing activities in 2007 includes $748.4 million of proceeds from the issuance of long-term debt, offset by the repayment of $158.1 million of long-term debt and common stock buybacks of $845.6 million.

2006 Cash Flows

Operating cash flows in 2006 increased $31.1 million to $298.6 million due to changes in net income and working capital items.

Net cash generated from investing activities in 2006 includes proceeds from the maturity and sale of marketable securities, partially offset by $90.0 million for the purchase of an additional 5% interest in INTECH and capital expenditures.

Cash used for financing activities in 2006 consists primarily of common stock repurchases of $516.4 million and the repayment of $113.1 million of long-term debt, partially offset by the issuance of $275.0 million of debt.

Money Market Funds Advised by Janus

Janus advises the Money Funds that attempt to provide current income and limit exposure to losses by investing in high-quality securities with short-term durations that present minimal credit risk. Adverse events or circumstances related to individual securities or the market in which the securities trade may cause other-than-temporary declines in value. JCG continuously evaluates the securities held by the Money Funds to determine if any holdings are distressed or may become distressed in the near future. In such circumstances, JCG would consider whether taking any action, including, but not limited to, a potential election by JCG to provide further support to the Money Funds that could result in additional impairments and financial losses, would be appropriate. Under certain situations, JCG may elect to support one or more of the Money Funds to enable them to maintain a net asset value equal to one dollar through a variety of means, including but not limited to, purchasing securities held by the Money Funds, reimbursing for any losses incurred or providing a letter of credit. However, JCG is not contractually or legally obligated to provide support to the Money Funds. JCG's recently announced plan to exit the institutional money market business is expected to substantially reduce the likelihood of


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the Money Funds holding a distressed security. Institutional money market portfolios typically hold higher yielding assets, and therefore have a higher risk, as compared to retail money market portfolios.

JCG's decision to provide support to the Money Funds is based on the facts and circumstances at the time a holding in the Money Funds becomes or is expected to become distressed. A holding is considered distressed when there is significant doubt regarding the issuer's ability to pay required amounts when due, often resulting in a decline in the securities' credit ratings. If a security falls below the minimum rating required by investment restrictions, the Money Funds must dispose of the investment unless the Money Funds' Board of Trustees determines that such disposition is not in the best interests of the Money Funds. In determining whether to take any action in response to a distressed condition or a downgrade affecting securities held by the Money Funds, JCG considers many factors, which may include the potential financial and reputational impact to the Money Funds and JCG, the regulatory and operational restrictions, the size of a holding, a security's expected time to maturity and likelihood of payment at maturity, general market conditions, discussions with the Money Funds' Board of Trustees and JCG's Board of Directors, and JCG's liquidity and financial condition. No single factor is determinative and there is no predetermined threshold with respect to each factor that would lead JCG to consider providing support to the Money Funds.

Given recent market events impacting liquidity for mutual funds, including money market funds, JCG has enhanced its emphasis on managing the Money Funds for capital preservation and liquidity while remaining in line with their investment objectives. The Money Funds elected to participate in the U.S. Department of Treasury's Temporary Guarantee Program for money market mutual funds (the "Program"). The Program guarantees for shareholders of a Money Fund as of September 19, 2008 the lesser of (i) the amount the shareholder held as of the close of business on September 19, 2008; or (ii) the number of shares held as of the date that the Program is utilized. A Money Fund must be in liquidation to utilize the guarantee provided by the Program. The Program was originally effective until December 18, 2008, but was extended to April 30, 2009.

Financial Support Provided to the Funds

On December 21, 2007, Moody's Investors Service, Inc. downgraded securities issued by certain SIVs including those issued by Stanfield Victoria Funding LLC ("Stanfield securities") to a rating below what is generally permitted to be held by the Money Funds. The Money Funds held $105.0 million of Stanfield securities plus $3.5 million of accrued interest at the time of the downgrade. In connection with this downgrade, JCG determined that it was in the best interests of the applicable Money Funds and their shareholders for JCG to purchase the Stanfield securities from the Money Funds at amortized cost plus accrued interest. Subsequent to purchase, JCG has recognized impairment charges totaling $39.2 million (including $3.5 million of purchased accrued interest), reflecting the difference between the low end of the range of estimated fair value and the purchase price of the Stanfield securities. In addition, JCG received a cash distribution totaling $17.1 million which reduced the carrying value of the Stanfield securities. Included in JCG's estimate of fair value is the assumption that no interest income payable on the securities will be received. JCG's total additional risk of loss with respect to the Stanfield securities at December 31, 2008 is limited to the $52.2 million carrying value of its investment. Additional impairment charges on the Stanfield securities may be recognized if the underlying assets experience further other-than-temporary deterioration in value.

In January 2008, the Stanfield securities were placed with an enforcement manager to be restructured or sold at the election of each senior note holder. JCG elected to participate in the restructuring of the Stanfield securities. In addition, the collateral agent, Deutsche Bank, filed an interpleader complaint due to conflicting positions of note holders that effectively prevented the enforcement manager from making any cash payments and other distributions, or from restructuring the Stanfield securities.


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An amendment to the security agreement for the Stanfield securities was approved in December 2008 following the resolution of the interpleader complaint allowing available cash in the Stanfield vehicle to be distributed to security holders. A new legal structure is expected to be announced in 2009 at which time JCG may elect to receive its proportionate share of underlying assets or participate in the new legal structure.

Short-Term Liquidity and Capital Requirements

The Company has cash and marketable securities of $407.9 million at December 31, 2008. JCG believes that existing cash and cash from operations should be . . .

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