UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ࠚ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR Ⅺ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15253 20MAR200702443024 Janus Capital Group Inc. (Exact name of registrant as specified in its charter) Delaware 43-1804048 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 151 Detroit Street, Denver, Colorado 80206 (Address of principal executive offices) (Zip Code) (303) 333-3863 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $ 0.01 Per Share Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ࠚ No Ⅺ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes Ⅺ No ࠚ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ࠚ No Ⅺ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ࠚ No Ⅺ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ࠚ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ࠚ Accelerated filer Ⅺ Non-accelerated filer Ⅺ Smaller reporting company Ⅺ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Ⅺ No ࠚ As of June 30, 2016, the aggregate market value of common equity held by non-affiliates was $2,595,834,364. As of February 10, 2017, there were 184,300,141 shares of the Company’s common stock, $0.01 par value per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this report is incorporated by reference to the registrant’s definitive proxy statement for the 2017 Annual Meeting of Stockholders or will be provided in an amendment filed on Form 10-K/A. JANUS CAPITAL GROUP INC. 2016 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS Page PART I Item 1. Business 2 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 17 Item 2. Properties 17 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. Selected Financial Data 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 48 Item 8. Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 107 Item 9A. Controls and Procedures 107 Item 9B. Other Information 107 PART III Item 10. Directors, Executive Officers and Corporate Governance 107 Item 11. Executive Compensation 107 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 107 Item 13. Certain Relationships and Related Transactions, and Director Independence 107 Item 14. Principal Accountant Fees and Services 107 PART IV Item 15. Exhibits and Financial Statement Schedules 107 Signatures 116 1 PART I FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains ‘‘forward-looking statements’’ within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934 (‘‘Exchange Act’’), as amended, and Section 27A of the Securities Act of 1933, as amended. In addition, Janus Capital Group Inc. and its subsidiaries (collectively, ‘‘JCG’’ or the ‘‘Company’’) may make other written and oral communications from time to time (including, without limitation, in the Company’s 2016 Annual Report to Stockholders) that contain such statements. Forward-looking statements include statements as to industry trends, future expectations of the Company and other matters that do not relate strictly to historical facts and are based on certain assumptions by management. These statements are often identified by the use of words such as ‘‘may,’’ ‘‘will,’’ ‘‘expects,’’ ‘‘believes,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘could,’’ ‘‘should,’’ ‘‘plans,’’ ‘‘projects,’’ ‘‘estimates,’’ ‘‘continue,’’ ‘‘seeks,’’ ‘‘targets’’ or ‘‘outlook,’’ and similar words, expressions and variations. These statements are based on the beliefs and assumptions of Company management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in Part I, Item 1A, Risk Factors, and elsewhere in this report and other documents filed or furnished by JCG from time to time with the Securities and Exchange Commission (‘‘SEC’’). JCG cautions readers to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date on which such statements are made. The Company does not assume any duty and does not undertake to update forward-looking statements, to report events or to report the occurrence of unanticipated events, whether as a result of new information, future developments or otherwise, should circumstances change, nor does the Company intend to do so, except as otherwise required by securities and other applicable laws and regulations. ITEM 1. BUSINESS JCG provides investment management, administration, distribution and related services to financial advisors, individuals and institutional clients through mutual funds, separate accounts, other pooled investment vehicles, exchange-traded products (‘‘ETPs’’) and subadvised relationships (collectively referred to as ‘‘investment products’’) in both domestic and international markets. JCG provides investment management competencies across a range of disciplines, including fundamental U.S. and global equities (growth and value), mathematical equities, fixed income and alternatives, through its subsidiaries, Janus Capital Management LLC (‘‘Janus’’), INTECH Investment Management LLC (‘‘INTECH’’) and Perkins Investment Management LLC (‘‘Perkins’’). These subsidiaries specialize in specific investment styles, and each has its own unique and independent perspective. JCG’s investment products are distributed through three primary channels: intermediary, institutional and self-directed. Each distribution channel focuses on specific investor groups and the unique requirements of each group. As of December 31, 2016, JCG’s complex-wide assets totaled $196.8 billion for mutual fund shareholders, clients and institutions around the globe. JCG’s complex-wide assets include all assets under management and exchange traded notes (‘‘ETNs’’). ETNs are not included in assets under management as the Company is not the named adviser or subadviser to ETNs. Assets under management primarily consist of domestic and international equity and fixed income securities. Accordingly, fluctuations in domestic and international 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. 2 Operating 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. Certain investment products are also subject to performance fees, which vary based on a product’s relative performance as compared to a benchmark index and the level of assets subject to such fees. Although JCG manages and distributes a wide range of investment products and services, the Company’s management directs JCG’s operations as one business, the investment management business, and thus operates in one business