JNS » Topics » NOTE 15 - COMMITMENTS AND CONTINGENCIES

This excerpt taken from the JNS 10-K filed Feb 24, 2010.

NOTE 16 — COMMITMENTS AND CONTINGENCIES

Operating Leases

JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2009, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2010

  $ 15.3  

2011

    13.9  

2012

    13.9  

2013

    11.3  

2014

    10.3  

Thereafter

    50.3  
       

Total

  $ 115.0  
       

Rent expense was $20.2 million, $19.3 million and $14.8 million in 2009, 2008 and 2007, respectively.

Capital Leases

JCG's capital lease obligations represent leased computer equipment. The carrying value of the obligations at December 31, 2009, totaled $2.0 million and is included in accrued liabilities and other liabilities. The related lease terms extend through 2012.

Investment Management Contracts

Most of JCG's revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of JCG would constitute an "assignment" under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

This excerpt taken from the JNS 8-K filed Jul 14, 2009.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2008, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2009

  $ 18.1  

2010

    17.2  

2011

    16.8  

2012

    16.8  

2013

    12.6  

Thereafter

    59.8  
       

Total

  $ 141.3  
       

Rent expense was $19.3 million, $14.8 million and $15.2 million in 2008, 2007 and 2006, respectively.

46


Investment Management Contracts

Most of JCG's revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act"), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of JCG would constitute an "assignment" under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

These excerpts taken from the JNS 10-K filed Feb 26, 2009.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2008, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2009

  $ 18.1  

2010

    17.2  

2011

    16.8  

2012

    16.8  

2013

    12.6  

Thereafter

    59.8  
       

Total

  $ 141.3  
       

Rent expense was $19.3 million, $14.8 million and $15.2 million in 2008, 2007 and 2006, respectively.

Investment Management Contracts

Most of JCG's revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act"), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of JCG would constitute an "assignment" under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

59


Table of Contents

INTECH Minority Interest

Each fiscal year through 2012, each of the two INTECH founding members has the option to require JCG to purchase from him an ownership interest of up to approximately 1.5% of INTECH ("Annual Option Shares") at fair value. Subsequent to the March 31, 2008, sale of a 3% interest in INTECH to JCG by the founders, the two founders have an aggregate ownership interest of approximately 8% in INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, JCG has the option to require the INTECH founder to sell the remaining balance of the Annual Option Shares for that year at fair value.

In addition, the founders can require JCG to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be based on fair value. Each founder is entitled to retain approximately 1% of INTECH's shares then outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not in good standing. An INTECH founder will be deemed to be in good standing if he voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and cooperation with the transition.

Total INTECH interests held by the two founders would be valued at approximately $128.0 million, based on the last determination of fair value.

NOTE 15 — COMMITMENTS AND CONTINGENCIES



Operating Leases




JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2008, future minimum rental
commitments under non-cancelable operating leases are as follows
(in millions):










































































2009

 $18.1 

2010

  17.2 

2011

  16.8 

2012

  16.8 

2013

  12.6 

Thereafter

  59.8 
    

Total

 $141.3 
    




Rent
expense was $19.3 million, $14.8 million and $15.2 million in 2008, 2007 and 2006, respectively.



Investment Management Contracts



Most of JCG's revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements
with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act"), and must
be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of JCG would constitute an "assignment"
under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.



59









HREF="#bg42401a_main_toc">Table of Contents



INTECH Minority Interest



Each fiscal year through 2012, each of the two INTECH founding members has the option to require JCG to purchase from him an ownership interest of up
to approximately 1.5% of INTECH ("Annual Option Shares") at fair value. Subsequent to the March 31, 2008, sale of a 3% interest in INTECH to JCG by the founders, the two founders have an
aggregate ownership interest of approximately 8% in INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, JCG has the option to
require the INTECH founder to sell the remaining balance of the Annual Option Shares for that year at fair value.



In
addition, the founders can require JCG to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be based on
fair value. Each founder is entitled to retain approximately 1% of INTECH's shares then outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not
in good standing. An INTECH founder will be deemed to be in good standing if he voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and cooperation
with the transition.



Total
INTECH interests held by the two founders would be valued at approximately $128.0 million, based on the last determination of fair value.



These excerpts taken from the JNS 10-K filed Feb 28, 2008.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

Janus rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2007, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2008   $ 16.7
2009     16.8
2010     16.1
2011     15.4
2012     15.5
Thereafter     77.1
   
Total   $ 157.6
   

Rent expense was $14.8 million, $15.2 million and $15.0 million in 2007, 2006 and 2005, respectively.

Investment Management Contracts

Most of Janus' revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of Janus would constitute an "assignment" under the 1940 Act. In addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.

55


INTECH Minority Interest

Each fiscal year beginning in 2008 and terminating in 2012, each of the two INTECH founding members has the option to require Janus to purchase up to approximately 25% of their current holdings of INTECH shares ("Annual Option Shares") at the fair market value on the date of exercise based on a valuation by an independent investment bank. As of December 31, 2007, each of the two founders owns approximately 6% of INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, Janus has the option to require the INTECH founder to sell the remaining balance of the Annual Option Shares at fair market value on the date of exercise.

In addition, each of the founders can require Janus to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be based on the fair market value on the date of exercise based on a valuation by an independent investment bank. Each founder is entitled to retain approximately one percent of INTECH's shares currently outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not in good standing. An INTECH founder will be deemed to be in good standing if he voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and provided he cooperates with the transition. Janus has not recorded a liability for the purchase of the outstanding INTECH interests due to the uncertainty of this obligation and the price at which it may occur. INTECH interests in the aggregate would currently be valued at approximately $223.0 million, based on the most recent fair market value determined by an independent investment bank and agreed upon by INTECH and Janus.

NOTE 15 — COMMITMENTS AND CONTINGENCIES



Operating Leases




Janus rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2007, future minimum rental commitments under
non-cancelable operating leases are as follows
(in millions):

























































2008 $16.7
2009  16.8
2010  16.1
2011  15.4
2012  15.5
Thereafter  77.1
  
Total $157.6
  




Rent
expense was $14.8 million, $15.2 million and $15.0 million in 2007, 2006 and 2005, respectively.



Investment Management Contracts



Most of Janus' revenues are derived pursuant to investment advisory agreements with its investment advisory clients. Investment advisory agreements with mutual funds may be
terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed
annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of Janus would constitute an "assignment" under the 1940 Act. In
addition, a mutual fund's trustees or directors may terminate these investment advisory agreements upon written notice for any reason.



55









INTECH Minority Interest



Each fiscal year beginning in 2008 and terminating in 2012, each of the two INTECH founding members has the option to require Janus to purchase up to approximately 25% of their
current holdings of INTECH shares ("Annual Option Shares") at the fair market value on the date of exercise based on a valuation by an independent investment bank. As of December 31, 2007, each
of the two founders owns approximately 6% of INTECH. In the event that either INTECH founder does not fully exercise his annual voluntary sale option in a given year, Janus has the option to require
the INTECH founder to sell the remaining balance of the Annual Option Shares at fair market value on the date of exercise.



In
addition, each of the founders can require Janus to purchase their INTECH interests if the founder's employment is terminated. The purchase price of the departing founder's INTECH interests will be
based on the fair market value on the date of exercise based on a valuation by an independent investment bank. Each founder is entitled to retain approximately one percent of INTECH's shares currently
outstanding after employment until his death unless he is terminated for cause or leaves voluntarily while not in good standing. An INTECH founder will be deemed to be in good standing if he
voluntarily leaves on or after January 1, 2009, after providing 12 months' prior notice and provided he cooperates with the transition. Janus has not recorded a liability for the
purchase of the outstanding INTECH interests due to the uncertainty of this obligation and the price at which it may occur. INTECH interests in the aggregate would currently be valued at approximately
$223.0 million, based on the most recent fair market value determined by an independent investment bank and agreed upon by INTECH and Janus.



This excerpt taken from the JNS 10-K filed Feb 26, 2007.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

Janus rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2006, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2007

 

$

21.1

 

2008

 

20.0

 

2009

 

17.7

 

2010

 

16.2

 

2011

 

14.2

 

Thereafter

 

92.2

 

Total

 

$

181.4

 

 

Rent expense was $19.1 million, $19.3 million and $21.6 million in 2006, 2005 and 2004, respectively.

Investment Management Contracts

Most of Janus’ revenues are derived pursuant to investment advisory agreements with its investment products. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an “assignment” (as defined in the Investment Company Act of 1940 as amended (the “1940 Act”)), and must be approved and renewed annually by the disinterested members of each fund’s trustees, or its shareowners, as required by law. Generally, any change in control of Janus

51




would constitute an “assignment” under the 1940 Act. In addition, the Board of Trustees may terminate these investment advisory agreements upon written notice for any reason.

Tax Contingencies

At any one time, tax returns filed in previous years are subject to audit by various taxing authorities. As a result of these audits and negotiations, additional tax assessments may be proposed. At December 31, 2006 and 2005, Janus had an accrued liability of $59.5 million and $44.6 million, respectively, related to tax contingencies for issues raised by various taxing authorities. In 2006 and 2005, Janus made payments totaling $1.7 million and $2.0 million, respectively, to resolve outstanding tax matters and reversed $5.0 million of previously accrued income taxes as a result of the favorable resolution of audits and negotiations with taxing authorities in 2005. Janus increased the reserves for tax contingencies by $16.6 million during 2006 for additional reserves and interest.

This excerpt taken from the JNS 10-K filed Mar 3, 2006.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating Leases

 Janus rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2005, future minimum rental commitments under non-cancelable operating leases are as follows (in millions):

2006   $ 25.9
2007     18.9
2008     18.5
2009     15.5
2010     13.6
Thereafter     91.9
   
Total   $ 184.3
   

 Rent expense was $19.3 million, $21.6 million and $13.0 million in 2005, 2004 and 2003, respectively.

Investment Management Contracts

 Most of Janus' revenues are derived pursuant to investment advisory agreements with its investment products. Investment advisory agreements with mutual funds may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the Investment Company Act of 1940 as amended (the "1940 Act")), and must be approved and renewed annually by the disinterested members of each fund's trustees, or its shareowners, as required by law. Generally, any change in control of Janus would constitute an "assignment" under the 1940 Act. In addition, the Board of Trustees may terminate these investment advisory agreements upon written notice for any reason.

Tax Contingencies

 At any one time, tax returns filed in previous years are subject to audit by various taxing authorities. As a result of these audits and negotiations, additional tax assessments may be proposed. At December 31, 2005 and 2004, Janus had an accrued liability of $44.6 million and $58.1 million, respectively, related to tax contingencies for issues raised by various taxing authorities. In 2005 and 2004, Janus made payments totaling $2.0 million and $19.8 million, respectively, to resolve outstanding tax matters and reversed $5.0 million and $22.5 million, respectively, of previously accrued income taxes as a result of the favorable resolution of audits and negotiations with taxing authorities.

50



Litigation

 In addition to the matters discussed in Note 16, in the normal course of business, the Company has been named, from time to time, as a defendant or respondent in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its business activities. Certain of these legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, the Company cannot predict with certainty the eventual loss or range of loss related to such matters.

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