JANUS CAPITAL GROUP INC (Form: 10-K, Received: 02/25/2014 17:22:18)

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

o 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

Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		43-1804048 (I.R.S. Employer Identification No.)
151 Detroit Street, Denver, Colorado (Address of principal executive offices)		80206 (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 ý No o

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 o No ý

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 ý No o

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 ý No o

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 of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2013, the aggregate market value of common equity held by non-affiliates was $1,612,229,133. As of February 21, 2014, there were 191,051,948 shares of the Company's common stock, $0.01 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into Part of the Form 10-K as indicated:


Document		Part of Form 10-K into Which Incorporated
Company's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders		Part III

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JANUS CAPITAL GROUP INC.
2013 FORM 10-K ANNUAL REPORT

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		Page

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	88
Item 9A.	Controls and Procedures	88
Item 9B.	Other Information	88
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	88
Item 11.	Executive Compensation	88
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
Item 13.	Certain Relationships and Related Transactions, and Director Independence	88
Item 14.	Principal Accountant Fees and Services	88
PART IV
Item 15.	Exhibits and Financial Statement Schedules	88
	Signatures	97

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PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 2013 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," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue," and similar expressions or 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. 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. Except to the extent of the Company's ongoing obligations under applicable securities law and stock exchange rules, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

ITEM 1. BUSINESS

Janus Capital Group Inc. and its subsidiaries (collectively, "JCG" or the "Company") provide investment management, administration, distribution and related services to financial advisors, individuals and institutional clients through mutual funds, other pooled investment vehicles, separate accounts and subadvised relationships (collectively referred to as "investment products") in both domestic and international markets. Over the last several years, JCG has expanded its business to become a more diversified manager with increased investment product offerings and distribution capabilities. 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"). Each of JCG's subsidiaries specializes in specific investment styles and has its own unique and independent perspective. JCG's investment products are distributed through three primary channels: retail intermediary, institutional and international. Each distribution channel focuses on specific investor groups and the unique requirements of each group. As of December 31, 2013, JCG managed $173.9 billion of assets for mutual fund shareholders, clients and institutions around the globe.

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products, and changes in the composition of assets under management are all factors that have a direct effect on JCG's operating results.

Subsidiaries

Janus

Janus has managed primarily growth equity portfolios since 1969 with the introduction of the Janus Fund. Janus has leveraged its research-driven investment philosophy and culture to other areas of the markets, including credit-driven fixed income and diversified alternatives. Independent thinking and fundamental research are at the core of Janus' investment culture across the equity and fixed income investment teams. Janus believes its depth of research, willingness to make concentrated investments when Janus believes it has a research edge and commitment to delivering strong long-term results for its investors differentiate Janus from its competitors.

At December 31, 2013, Janus managed $80.1 billion of long-term equity assets, $28.9 billion of fixed income assets and $1.4 billion of money market assets, or 64% of total Company assets under management.

INTECH

INTECH has managed institutional portfolios since 1987, establishing one of the industry's longest continuous performance records of mathematical equity investment strategies. INTECH's unique investment process is based on a mathematical theorem that seeks to add value for clients by capitalizing on the volatility in stock price movements. INTECH's goal is to achieve long-term returns that outperform a specified benchmark index while controlling risks and trading costs. At December 31, 2013, INTECH managed $47.6 billion, or 27% of total Company assets under management.

Perkins

Perkins has managed value-disciplined investment products since 1980, focusing on building diversified portfolios of what it believes to be high-quality, undervalued stocks with favorable reward characteristics. With its fundamental research and careful consideration for downside risk, Perkins has established a reputation as a leading value manager. Perkins offers value equity investment products across a range of U.S. asset classes and global equity. At December 31, 2013, Perkins managed $15.9 billion, or 9% of total Company assets under management.

Distribution Channels

Retail Intermediary Channel

The retail intermediary channel serves financial advisors, third-party intermediaries and retirement platforms in the U.S. In addition, this channel serves existing individual investors who invest in JCG products through a mutual fund supermarket or directly with JCG.

Significant investments have been made to grow the Company's presence in the financial advisor subchannel over the last several years, including doubling the number of external and internal field wholesalers, enhancing its technology platform and recruiting highly seasoned client relationship managers. At December 31, 2013, assets in the retail intermediary channel totaled $108.5 billion, or 62% of total Company assets under management.

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Institutional Channel

The institutional channel serves U.S. corporations, endowments, foundations, Taft-Hartley funds and public fund clients and focuses on distribution direct to the plan sponsor and through consultants. JCG has recently reinvested resources to expand the firm's institutional business with dedicated teams for consultant relations, client strategy and service as well as external sales. Although the current asset base in this channel is weighted heavily toward INTECH's mathematical products, the Company has steadily increased its fixed income penetration, growing fixed income assets to $5.1 billion over the last three years. At December 31, 2013, assets in the institutional channel totaled $41.6 billion, or 24% of total Company assets under management.

International Channel

The international channel primarily serves professional retail and institutional investors outside of the U.S., including central and local government pension plans, corporate pension plans, multi-managers, insurance companies and private banks. International products are offered through separate accounts, subadvisory relationships and Janus Capital Funds Plc, a Dublin-domiciled mutual fund trust. During 2013, JCG continued to strategically expand its global distribution and product capabilities in the international channel. At December 31, 2013, assets in the international channel totaled $23.8 billion, or 14% of total Company assets under management. JCG operates international offices in London, Paris, Milan, Munich, Frankfurt, The Hague, Dubai, Zurich, Singapore, Hong Kong, Tokyo, Melbourne and Taipei.

COMPETITION

The investment management industry is relatively mature and saturated with competitors that provide services similar to JCG. As such, JCG encounters significant competition in all areas of its business. JCG competes with other investment managers, mutual fund advisers, brokerage and investment banking firms, insurance companies, hedge funds, venture capitalists, banks and other financial institutions, many of which are larger, have proprietary access to certain distribution channels, have a broader range of product choices and investment capabilities, and have greater capital resources. Additionally, the marketplace for investment products is rapidly changing, investors are becoming more sophisticated, the demand for and access to investment advice and information are becoming more widespread, and more investors are demanding investment vehicles that are customized to their personal requirements.

JCG believes its ability to successfully compete in the investment management industry will be based on its ability to achieve consistently strong investment performance and provide truly exceptional client service and strategic partnerships as well as continued product innovation that will best serve its clients and their needs.

REGULATION

The investment management industry is subject to extensive federal, state and international laws and regulations intended to benefit and protect the shareholders of investment products such as those managed by JCG's subsidiaries and advisory clients of JCG subsidiaries. The costs of complying with such laws and regulations have significantly increased and may continue to contribute significantly to the costs of doing business as a global investment adviser. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of businesses such as JCG's and to impose sanctions for failure to comply with the laws and regulations. Possible consequences or sanctions for such failure to comply include, but are not limited to, voiding of investment advisory and subadvisory agreements, the suspension of individual employees (particularly investment management and sales

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personnel), limitations on engaging in certain lines of business for specified periods of time, revocation of registrations, disgorgement of profits, and censures and fines. Further, such laws and regulations may provide the basis for civil litigation that may also result in significant costs and reputational harm to covered entities such as JCG.

U.S. Regulation

JCG and certain of its U.S. subsidiaries are subject to laws and regulations from a number of government agencies and regulatory bodies including, but not limited to, the U.S. Securities and Exchange Commission ("SEC"), the U.S. Department of Labor ("DOL"), the Financial Industry Regulatory Authority ("FINRA") and the Commodity Futures Trading Commission ("CFTC").

Investment Advisers Act of 1940

Certain subsidiaries of JCG are registered investment advisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act") and, as such, are regulated by the SEC. The Investment Advisers Act requires registered investment advisers to comply with numerous and pervasive obligations including, among others, recordkeeping requirements, operational procedures, registration and reporting requirements, and disclosure obligations. Certain subsidiaries of JCG are also registered with regulatory authorities in various countries and states, and thus are subject to the oversight and regulation by such countries' and states' regulatory agencies.

Investment Company Act of 1940

Certain of JCG's subsidiaries act as adviser or subadviser to mutual funds, which are registered with the SEC pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"). Certain of JCG's subsidiaries also serve as adviser or subadviser to investment products that are not required to be registered under the 1940 Act. As an adviser or subadviser to a registered investment company, these subsidiaries must comply with the requirements of the 1940 Act and related regulations including, among others, requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure and governance. In addition, the adviser or subadviser to a registered investment company generally has obligations with respect to the qualification of the registered investment company under the Internal Revenue Code of 1986, as amended (the "Code").

Broker-Dealer Regulations

JCG's limited purpose broker-dealer subsidiary, Janus Distributors LLC ("JD"), is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of FINRA, the securities industry's domestic self-regulatory organization. JD is the general distributor and agent for the sale and distribution of shares of domestic mutual funds that are directly advised or serviced by certain of JCG's subsidiaries. The SEC imposes various requirements on JD's operations including disclosure, recordkeeping and accounting. FINRA has established conduct rules for all securities transactions among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its member firms. The SEC and FINRA also impose net capital requirements on registered broker-dealers.

JD is also subject to regulation under state law. The federal securities laws prohibit states from imposing substantive requirements on broker-dealers that exceed those under federal law. This does not preclude the states from imposing registration requirements on broker-dealers that operate within their jurisdiction or from sanctioning these broker-dealers and their employees for engaging in misconduct.

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ERISA

Certain JCG subsidiaries are also subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and related regulations to the extent they are considered "fiduciaries" under ERISA with respect to some of their clients. ERISA, related provisions of the Code and regulations issued by the DOL impose duties on persons who are fiduciaries under ERISA and prohibit some transactions involving the assets of each ERISA plan that is a client of a JCG subsidiary as well as some transactions by the fiduciaries (and several other related parties) to such plans.

CFTC

In 2012, the CFTC adopted regulations that required JCG to register as a Commodity Pool Operator ("CPO") and become a member of the National Futures Association ("NFA") in connection with the operation of certain of the Company's products. The regulations generally impose certain registration, reporting and disclosure requirements on CPO's and products which utilize futures, swaps, and other derivatives that are subject to CFTC regulation. The CFTC or NFA may institute proceedings to enforce applicable rules and regulations, and violations may result in fines, censure, or the termination of CPO registration and NFA membership.

International Regulation

JCG has increased its product offerings and international business activities over the past several years, resulting in increased exposure to international regulation.

The Company's international subsidiaries are subject to the laws and regulations of non-U.S. jurisdictions and non-U.S. regulatory agencies and bodies, including the following:

•: Financial Conduct Authority in the United Kingdom
•: Central Bank of Ireland
•: Securities and Futures Commission of Hong Kong
•: Monetary Authority of Singapore
•: Financial Services Agency of Japan
•: Commissione Nazionale per le Societa e la Borsa in Italy
•: Federal Financial Supervisory Authority of Germany (BaFIN)
•: Australian Securities and Investments Commission
•: Financial Supervisory Commission of Taiwan
•: Authorité des Marchés Financiers of France
•: Netherlands Authority for the Financial Markets
•: Dubai Financial Services Authority
•: Canadian Provincial Securities Commissions
•: Financial Supervisory Service and the Financial Services Commission in Korea

These regulatory agencies have broad supervisory and disciplinary powers, including, among others, the power to temporarily or permanently revoke the authorization to conduct regulated business, suspend registered employees, and censure and fine both regulated businesses and their registered employees. As JCG continues to expand its international presence, the costs and risks associated with doing business in other countries will continue to increase.

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Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to JCG's foreign subsidiaries. These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity and require that a minimum amount of assets be kept in relatively liquid form.

EMPLOYEES

As of December 31, 2013, JCG had 1,194 full-time employees. None of these employees are represented by a labor union.

AVAILABLE INFORMATION

Copies of JCG's filings with the SEC can be obtained from the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information can be obtained about the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

JCG makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments thereto as soon as reasonably practical after such filing has been made with the SEC. Reports may be obtained through the Investor Relations section of JCG's website (http://ir.janus.com) or by contacting JCG at (888) 834-2536. The contents of JCG's website are not incorporated herein for any purpose.

JCG's Officer Code of Ethics for Chief Executive Officer and Senior Financial Officers (including its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer) (the "Officer Code"); Corporate Code of Business Conduct for all employees; corporate governance guidelines; and the charters of key committees of the Board of Directors (including the Audit, Compensation, Nominating and Corporate Governance, and Planning and Strategy committees) are available on the Investor Relations section of JCG's website (http://ir.janus.com), and printed copies are available to any shareholder upon request by calling JCG at (888) 834-2536. Any future amendments to or waivers of the Officer Code will be posted to the Investor Relations section of JCG's website.

ADDITIONAL FINANCIAL INFORMATION

See additional financial information about segments and geographical areas in Part II, Item 8, Financial Statements and Supplementary Data, Note 19 — Segment and Geographic Information, of this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

JCG's revenues and profits are primarily dependent on the value, composition and relative investment performance of its investment products.

Any decrease in the value, relative investment performance or amount of assets under management will cause a decline in revenues and operating results. Assets under management may decline for various reasons, many of which are not under JCG's control.

Factors that could cause assets under management and revenues to decline include the following:

•: Declines in equity markets. JCG's assets under management are concentrated in the U.S. equity markets and, to a lesser extent, in the international equity markets. As such, declines in the financial markets as a whole or the market segments in which JCG's investment products are concentrated will cause assets under management to decrease.

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•: Declines in fixed income markets. In the case of fixed income investment products, which invest in high-quality short-term instruments as well as other fixed income securities of varying quality and duration, the value of the assets may decline as a result of changes in interest rates, available liquidity in the markets in which a security trades, an issuer's actual or perceived creditworthiness, or an issuer's ability to meet its obligations.
•: Redemptions and other withdrawals. Investors may reduce their investments in specific JCG investment products or in the market segments in which JCG's investment products are concentrated in response to adverse market conditions, inconsistent investment performance, the pursuit of other investment opportunities or other factors.
•: Operations in international markets. The investment products managed by JCG may have significant investments in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations and changes in legislation related to foreign ownership. International markets, particularly emerging markets and frontier markets, which are often smaller and may not have the liquidity of established markets, may lack established regulations and may experience significantly more volatility than established markets.
•: Relative investment performance. JCG's investment products are often judged on their performance as compared to benchmark indices or peer groups, or on an absolute return basis. Any period of underperformance of investment products may result in the loss of existing assets and impact JCG's ability to attract new assets. In addition, approximately 39% of the Company's assets under management at December 31, 2013, are subject to performance fees. Performance fees are based on each product's investment performance as compared to an established benchmark index over a specified period of time. If investment products subject to performance fees underperform their respective benchmark index for a defined period, JCG's revenues and thus results of operations may be adversely impacted. In addition, performance fees subject JCG's revenues to increased volatility.

JCG's results are dependent on its ability to attract and retain key personnel.

The investment management business is highly dependent on the ability to attract, retain and motivate highly skilled and often highly specialized technical, executive, sales and investment management personnel. The market for qualified investment and sales professionals is extremely competitive and is increasingly characterized by the frequent movement of portfolio managers, analysts and salespersons among different firms. Any changes to management structure, shifts in corporate culture, changes to corporate governance authority, or adjustments or reductions to compensation could impact JCG's ability to retain key personnel and could result in legal claims. If JCG is unable to retain key personnel, it could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG is dependent upon third-party distribution channels to access clients and potential clients.

JCG's ability to market and distribute its investment products is significantly dependent on access to the client base of insurance companies, defined contribution plan administrators, securities firms, broker-dealers, financial advisors, banks and other distribution channels. These companies generally offer their clients various investment products in addition to, and in competition with, JCG. Further, the separate account business uses referrals from financial planners, investment advisers and other professionals. JCG cannot be certain that it will continue to have access to these third-party distribution channels or have an opportunity to offer some or all of its investment products through these channels. In addition, JCG's existing relationships with third-party distributors and access to

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new distributors could be adversely impacted by recent consolidation within the financial services industry. Consolidation may result in increased distribution costs, a reduction in the number of third parties distributing JCG's investment products or increased competition to access third-party distribution channels. The inability to access clients through third-party distribution channels could adversely affect JCG's business prospects, ability to attract and retain assets under management, results of operations and financial condition.

INTECH's investment process is highly dependent on key employees and proprietary software.

INTECH's investment process is based on complex and proprietary mathematical models that seek to outperform various indices by capitalizing on the volatility in stock price movements while controlling trading costs and overall risk relative to the index. The maintenance of such models for current products and the development of new products are highly dependent on certain key INTECH employees. If INTECH is unable to retain key personnel or properly transition key personnel responsibilities to others, or if the mathematical investment strategies fail to produce the intended results, INTECH may not be able to maintain its historical level of investment performance, which could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

The regulatory environment in which JCG operates has changed and may continue to change.

JCG may be adversely affected as a result of new or revised legislation or regulations, or by changes in the interpretation or enforcement of existing laws and regulations. The Company has increased its product offerings and international business activities over the past several years, resulting in increased exposure to international regulation. The costs and burdens of compliance with these and other new reporting and operational requirements and regulations have increased significantly and may continue to increase the cost of operating mutual funds and other investment products, which could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition. (See Part I, Item 1, Business — Regulation, of this Annual Report on Form 10-K.)

Any damage to JCG's reputation could harm its business and lead to a loss of assets under management, revenues and net income.

JCG's reputation is critical to the success of its business. Any damage to the Company's reputation could impede its ability to attract and retain clients and key personnel, and could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG's business may be vulnerable to failures or breaches in support systems and client service functions.

The ability to consistently and reliably obtain securities pricing information, process client transactions and provide reports and other client service to the shareowners of funds and other investment products managed by JCG, is essential to JCG's operations. Any delays, errors or inaccuracies in obtaining pricing information, processing client transactions or providing reports, and any other inadequacies in other client service functions could alienate clients, result in financial loss and potentially give rise to regulatory action and claims against JCG. Any failures of the Company's systems could adversely affect JCG's results of operations and financial condition, ability to attract and retain assets under management, and ability to maintain confidential information relating to its clients and business operations.

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JCG's client service capabilities as well as JCG's ability to obtain prompt and accurate securities pricing information and to process client transactions and reports are dependent on communication and information systems and services provided by third-party vendors. Also, JCG's established disaster recovery plans could suffer failures or interruptions due to various natural or man-made causes, and the backup procedures and capabilities may not be adequate to avoid extended interruptions. Furthermore, JCG places significant reliance on its automated systems, thereby increasing the related risks if such systems were to fail. A failure of third-party systems or services, disaster recovery plans or automated systems could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG maintains confidential information relating to its clients and business operations. Authorized persons could inadvertently or intentionally release confidential or proprietary information. Further, JCG's systems could be infiltrated by unauthorized users or damaged by computer viruses or other malicious software code as a result of cyber-attacks by computer programmers and hackers. While JCG has established business continuity plans and risk management systems designed to prevent such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. JCG also cannot directly control any cyber security plans and systems put in place by third-party service providers. Unauthorized or inadvertent disclosure of confidential or proprietary information could be detrimental to JCG's reputation and lead to legal claims, negative publicity, regulatory action, increased costs or loss of revenue, among other things.

JCG's business is dependent on investment advisory agreements that are subject to termination, non-renewal or reductions in fees.

JCG derives revenue from investment advisory agreements with mutual funds and other investment products. With respect to investment advisory agreements with mutual funds, these agreements may be terminated by either party with notice, or terminated in the event of an "assignment" (as defined in the 1940 Act), and must be approved and renewed annually by the independent members of each fund's board of directors or trustees, or its shareowners, as required by law. In addition, the board of directors or trustees of certain funds generally may terminate these investment advisory agreements upon written notice for any reason and without penalty. The termination of or failure to renew one or more of these agreements or the reduction of the fee rates applicable to such agreements could have a material adverse effect on JCG's revenues and profits, and the Company's ability to attract and maintain assets under management.

JCG's indebtedness could adversely affect its financial condition and results of operations.

JCG's indebtedness could limit its ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt servicing requirements or other purposes. Debt servicing requirements increase JCG's vulnerability to adverse economic, market and industry conditions; limit JCG's flexibility in planning for or reacting to changes in business operations or to the asset management industry overall; and place JCG at a disadvantage in relation to competitors that have lower debt levels. In addition, JCG's 6.119% Senior Notes due 2014 and 6.700% Senior Notes due 2017 are subject to an increase in interest rates in the event of a credit rating downgrade by either Standard & Poor's ("S&P") Rating Service or Moody's Investors Service, Inc. ("Moody's"). Certain of JCG's indebtedness is also subject to repurchase at 101% of the principal balance if the Company experiences a change of control, and in connection therewith, the applicable notes become rated below investment grade. (See Part II, Item 8, Financial Statements and Supplementary Data, Note 7 — Debt, of this Annual Report on Form 10-K.) Any or all of the above events and factors could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

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JCG is involved in various legal proceedings and regulatory matters and may be involved in such proceedings in the future.

JCG is periodically involved in various legal proceedings and other regulatory matters. Possible losses could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition. Additionally, JCG has received and may receive in the future requests for information in connection with certain investigations or proceedings from various governmental and regulatory authorities. These requests may result in increased costs or reputational harm to the Company, which may lower sales and increase redemptions.

JCG operates in a highly competitive environment and its current fee structure may be reduced.

The investment management business is highly competitive and has relatively low barriers to entry. JCG's current fee structure may be subject to downward pressure due to these factors. Moreover, in recent years there has been a trend toward lower fees in the investment management industry. Fee reductions on existing or future new business as well as changes in regulations pertaining to its fee structure could adversely affect JCG's results of operations and financial condition. Additionally, JCG competes with investment management companies on the basis of investment performance, fees, diversity of products, distribution capability, reputation and the ability to develop new investment products to meet the changing needs of investors. Failure to compete could adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

JCG has a significant level of goodwill and intangible assets that are subject to impairment.

Goodwill and intangible assets totaled $1.7 billion at December 31, 2013. The value of these assets may not be realized for a variety of reasons, including, but not limited to, significant redemptions, loss of clients and unfavorable economic conditions. JCG has recorded goodwill and intangible asset impairments in the past and could incur similar charges in the future. JCG reviews the carrying value of goodwill and intangible assets not subject to amortization on an annual basis, or more frequently if indications exist suggesting that the fair value of its intangible assets may be below their carrying value. JCG evaluates the value of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should such reviews indicate impairment, a write-down of the carrying value of the intangible asset could occur, resulting in a non-cash charge that may, in turn, adversely affect JCG's ability to attract and retain assets under management, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

JCG's headquarters are located in Denver, Colorado. JCG leases office space from non-affiliated companies for administrative, investment and client servicing operations in the following locations:

•: Denver, Glendale and Aurora, Colorado
•: Chicago, Illinois
•: Princeton, New Jersey
•: West Palm Beach, Florida
•: San Francisco, California

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•: London
•: Paris
•: Milan
•: Munich
•: Frankfurt
•: The Hague
•: Dubai
•: Zurich
•: Singapore
•: Hong Kong
•: Tokyo
•: Melbourne
•: Taipei

In the opinion of management, the space and equipment owned or leased by the Company are adequate for existing operating needs.

ITEM 3. LEGAL PROCEEDINGS

The information set forth in response to Item 103 of Regulation S-K under "Legal Proceedings" is incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 16 — Litigation and Other Regulatory Matters, of this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

JCG Common Stock

JCG's common stock is traded on the New York Stock Exchange ("NYSE") (symbol: JNS). The following table sets forth the high and low sale prices as reported on the NYSE composite tape for each completed quarter in 2013 and 2012.

	2013				2012

Quarter	High		Low		High		Low
First	$	9.83	$	8.95	$	9.55	$	6.60
Second	$	9.41	$	8.09	$	9.08	$	6.82
Third	$	9.87	$	8.35	$	9.44	$	6.80
Fourth	$	12.50	$	8.56	$	9.43	$	7.72

The following graph illustrates the cumulative total shareholder return (rounded to the nearest whole dollar) of JCG's common stock over the five-year period ending December 31, 2013, the last trading day of 2013, and compares it to the cumulative total return on the S&P 500 Index and the S&P Diversified Financials Index. The comparison assumes a $100 investment on December 31, 2008, in JCG's common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. This table is not intended to forecast future performance of JCG's common stock.

On December 31, 2013, there were approximately 2,871 holders of record of JCG's common stock.

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Dividends

The payment of cash dividends is within the discretion of JCG's Board of Directors and depends on many factors, including, but not limited to, JCG's results of operations, financial condition, capital requirements, restrictions imposed by financing arrangements, general business conditions and legal requirements.

On December 10, 2012, JCG's Board of Directors declared a regular quarterly cash dividend of $0.06 per share, which was paid on December 31, 2012, to stockholders of record at the close of business on December 21, 2012. This accelerated quarterly cash dividend was in place of the quarterly cash dividend scheduled to be declared in January 2013.

On April 18, 2013, JCG's Board of Directors approved an increase of $0.01 per share, or 17%, in the Company's regular quarterly dividend. The approved quarterly rate of $0.07 per share represents an expected annualized dividend rate of $0.28 per share of common stock.

On January 21, 2014, JCG's Board of Directors declared a regular quarterly cash dividend of $0.07 per share, which was paid on February 21, 2014, to stockholders of record at the close of business on February 7, 2014. This quarterly rate represents an annualized dividend payout of $0.28 per share of common stock.

The following cash dividends were declared and paid during 2013:

Record date	Payment date	Dividend per share

May 10, 2013	May 24, 2013	$	0.07
August 9, 2013	August 23, 2013	$	0.07
November 8, 2013	November 22, 2013	$	0.07

JCG declared and paid one $0.05 per share dividend and four $0.06 per share dividends in 2012, and three $0.05 per share dividends in 2011.

Common Stock Repurchases

JCG's Board of Directors authorized five separate $500 million share repurchase programs beginning in July 2004 with the most recent authorization in July 2008. JCG did not repurchase any of its common stock from the end of 2008 through the end of 2011.

As part of its capital and liquidity management, JCG resumed stock repurchases in the first quarter 2012 with the intention to offset dilution resulting from stock-based compensation. During the year ended December 31, 2013, JCG repurchased 3,419,001 shares of its common stock at an average price of $9.30 per share and a total cost of $31.8 million as part of the share repurchase program. Any future repurchases of common stock will depend on prevailing market conditions, the Company's liquidity requirements, contractual and legal restrictions, and other factors.

In addition to the stock repurchase programs, JCG repurchased 128,089 shares in December 2013 from employees as part of a share withholding program to satisfy the employees' minimum statutory income tax liabilities attributable to the vesting of restricted stock.

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The following table presents total 2013 JCG common stock repurchases by month as part of the share repurchase programs:

Period		Average price paid per share (or unit)			Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (end of month)

January	—		—	—	$	504 million
February	61,260	$	9.26	61,260	$	503 million
March	315,089	$	9.48	315,089	$	500 million
April	373,180	$	8.90	373,180	$	497 million
May	381,182	$	8.75	381,182	$	493 million
June	282,572	$	8.51	282,572	$	491 million
July	356,900	$	9.24	356,900	$	488 million
August	363,260	$	9.04	363,260	$	484 million
September	346,136	$	8.67	346,136	$	481 million
October	375,150	$	9.21	375,150	$	478 million
November	287,250	$	10.45	287,250	$	475 million
December	405,111	$	11.69	277,022	$	472 million


Total	3,547,090	$	9.41	3,419,001

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data below should be read in conjunction with Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K and Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

	Year Ended December 31,

	2013			2012			2011			2010			2009
	(dollars in millions, except operating data and per share data)
Income statement:
Revenues ⁽¹⁾	$	873.9		$	850.0		$	981.9		$	1,015.7		$	848.7
Operating expenses ⁽²⁾		634.8			635.5			670.1			734.1			1,526.2


Operating income (loss)		239.1			214.5			311.8			281.6			(677.5	)
Interest expense ⁽³⁾		(41.1	)		(45.0	)		(51.0	)		(63.2	)		(74.0	)
Other, net ⁽⁴⁾		11.0			14.3			(18.1	)		26.6			(4.7	)
(Loss) gain on early extinguishment of debt ⁽⁵⁾		(13.5	)		(7.2	)		(9.9	)		—			5.8
Income tax provision		(73.3	)		(64.7	)		(79.4	)		(76.4	)		6.3


Net income (loss)		122.2			111.9			153.4			168.6			(744.1	)
Noncontrolling interests		(7.5	)		(9.6	)		(10.5	)		(8.7	)		(13.0	)


Net income (loss) attributable to JCG common shareholders	$	114.7		$	102.3		$	142.9		$	159.9		$	(757.1	)




Earnings (loss) per share attributable to JCG common shareholders: ⁽⁶⁾
Basic	$	0.62		$	0.56		$	0.78		$	0.89		$	(4.55	)
Diluted	$	0.62		$	0.55		$	0.78		$	0.88		$	(4.55	)
Weighted-average diluted common shares outstanding		185.9			185.1			184.2			182.0			166.5
Dividends declared per share *⁽⁷⁾*	$	0.21		$	0.29		$	0.15		$	0.04		$	0.04
Balance sheet (as of December 31):
Total assets	$	2,747.3		$	2,660.4		$	2,644.0		$	2,726.8		$	2,530.3
Long-term debt (including current portion)	$	544.6		$	545.1		$	595.2		$	799.8		$	792.0
Other non-current liabilities	$	480.1		$	477.8		$	465.5		$	453.3		$	438.5
Redeemable noncontrolling interests	$	7.3		$	42.9		$	85.4		$	82.8		$	101.1
Operating data (in billions):
Year-end assets under management	$	173.9		$	156.8		$	148.2		$	169.5		$	159.7
Average assets under management	$	165.4		$	156.3		$	162.3		$	160.7		$	134.5
Long-term net flows ⁽⁸⁾	$	(19.7	)	$	(12.0	)	$	(12.2	)	$	(10.8	)	$	0.9

(1): Revenues generally vary with average assets under management. However, revenues also include performance fees, which vary with relative investment performance and the amount of assets subject to such fees. Mutual fund performance fees represent up to a positive or negative 15 basis point adjustment to the base management fee. JCG incurred negative $87.8 million of performance fees from mutual funds during the year ended December 31, 2013, as a result of underperformance compared to the mutual funds' respective benchmarks. JCG incurred negative $87.4 million and $20.9 million of performance fees from mutual funds during the years ended December 31, 2012 and 2011, respectively, and earned positive $11.0 million and $16.5 million of performance fees from mutual funds during the years ended December 31, 2010 and 2009, respectively.

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(2): Operating expenses may include impairments, restructuring, legal fees and settlement costs (net of insurance recoveries). Impairment charges are related to goodwill, mutual fund advisory contracts and terminated investment management relationships with assigned intangible values. Impairment charges from the loss of JCG subadvised relationships totaled $7.7 million in 2012. Impairment charges and legal costs (net of insurance recoveries) totaled $856.7 million and $31.4 million, respectively, in 2009. A tax benefit of $40.6 million was also recognized as a result of the impairment of mutual fund advisory contracts in 2009.
(3): In June 2013, JCG entered into separate, privately negotiated exchange agreements pursuant to which $110.0 million aggregate principal amount of JCG's existing 3.25% Convertible Senior Notes due 2014 ("2014 Convertible Notes") was exchanged for $116.6 million aggregate principal amount of newly-issued, 0.75% Convertible Senior Notes due 2018. In August 2013, JCG repurchased on the open market $8.0 million aggregate principal amount of the Company's outstanding 6.70% Senior Notes due 2017 ("2017 Senior Notes") for $8.9 million in cash. Interest expense declined in 2013 as a result of these transactions.

In March 2012, JCG completed a debt tender in which $59.4 million aggregate principal amount of the Company's outstanding 2014 and 2017 senior notes were repurchased with cash on hand. During the fourth quarter 2010, JCG exercised its call right on the $120.9 million carrying value of the 6.250% Senior Notes and retired the notes in January 2011. Interest expense for 2011 and 2012 declined as a result of the retirement of the 6.250% Senior Notes in January 2011 and the March 2012 debt tender.

In July 2009, JCG completed concurrent common stock and convertible senior notes offerings ("July 2009 issuance of convertible senior notes"). In August 2009, the combined proceeds of the common stock and convertible senior notes offerings, together with available cash, were used to repurchase a $443.3 million aggregate principal amount of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer ("August 2009 tender offer"). Interest expense for 2010 declined primarily as a result of the August 2009 tender offer, partially offset by interest expense associated with the July 2009 issuance of convertible senior notes.

(4): Other, net in 2010 included the $14.3 million cumulative effect of correcting the accounting for JCG's economic hedge on mutual fund share awards and a $5.8 million net gain from the sale of structured investment vehicles. In addition, JCG recognized impairment charges of $5.2 million on available-for-sale securities in 2009.
(5): During the third quarter 2013, JCG repurchased on the open market $8.0 million aggregate principal amount of the Company's outstanding 2017 Senior Notes for $8.9 million in cash. JCG recognized a loss of $0.9 million on the repurchase. During the second quarter 2013, JCG recognized a $12.6 million loss on early extinguishment of debt related to the exchange of $110.0 million aggregate principal amount of JCG's outstanding 2014 Convertible Notes.

During the first quarter 2012, JCG recognized a $7.2 million net loss on early extinguishment of debt as a result of JCG repurchasing a portion of the Company's outstanding 6.119% Senior Notes due 2014 and 2017 Senior Notes.

During the first quarter 2011, JCG recognized a $9.9 million net loss on early extinguishment of debt as a result of JCG exercising its call right on the $120.9 million carrying value of the 6.250% Senior Notes which were retired on January 14, 2011. Under the terms of the call, JCG was required to pay the present value of interest that would have been paid if the debt had remained outstanding through scheduled maturity.

During 2009, JCG recognized a $5.8 million net gain on early extinguishment of debt related to the repurchase of a portion of the Company's outstanding 2011, 2012 and 2017 senior notes in a tender offer.

(6): Each component of earnings per share presented has been individually rounded.

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(7): Dividends declared in 2012 include an accelerated $0.06 per share dividend that replaced the dividend that would have been declared in January 2013. Dividends declared in 2013 include an increase of $0.01 per share that occurred in April 2013.
(8): Long-term net flows represent total Company net sales and redemptions, excluding money market assets. Money market flows have been excluded due to the short-term nature of such investments.

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

2013 SUMMARY

JCG finished 2013 with assets under management of $173.9 billion, an increase of 11% from the end of 2012, as a result of market appreciation partially offset by long-term net outflows. Long-term net outflows of $19.7 billion in 2013 were driven by redemptions in JCG's fundamental and mathematical equity strategies and reflect underperformance in several of our largest fundamental equity strategies coupled with the effects of portfolio manager changes.

Total revenue for JCG in 2013 of $873.9 million increased $23.9 million, or 2.8%, from 2012 as a result of higher assets under management, partially offset by the continuation of negative mutual fund performance fees and lower management fee yield.

The Company remains focused on operating efficiently as operating expenses remained relatively flat over the past two years and totaled $634.8 million and $635.5 million in 2013 and 2012, respectively, with operating margins of 27.4% and 25.2% for those same years.

Net income attributable to JCG common shareholders for 2013 totaled $114.7 million, or $0.62 per diluted share, compared with net income of $102.3 million, or $0.55 per diluted share, for 2012. Increased assets under management was the main contributor to the increase in net income attributable to JCG common shareholders.

Despite total company net outflows and underperformance in several of the firm's largest fundamental equity strategies, JCG made significant progress on a number of strategic priorities in 2013, including:

•: Continued expansion of its non-U.S. business with $23.8 billion in assets under management at December 31, 2013, an increase of 43% from $16.7 billion of assets under management in 2012. Net non-U.S. flows of $3 billion in 2013 compared favorably to $1 billion in flows for 2012.
•: Further diversification of the business through continued growth of the fixed income business, with $28.9 billion of fixed income assets under management at the end of 2013 compared to $26.4 billion at the end of 2012. Net flows for fixed income strategies were positive for 2013 at $1 billion, compared to $4 billion in 2012.
•: Improving fundamental equity performance by strengthening the investment process and leadership.
•: Building on the Company's strategic alliance with The Dai-ichi Life Insurance Company ("Dai-ichi Life") and expanding JCG's product distribution in the Japanese market.

JCG's focus for 2014 is to deliver strong investment performance and control expenses while continuing to invest in the business for long-term growth as the Company seeks to become more diversified and increase its global presence.

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INVESTMENT PERFORMANCE

Investment products are generally evaluated based on their investment performance relative to other investment products with similar disciplines and strategies or benchmark indices.

The following table is a summary of investment performance as of December 31, 2013:

	Percentage of mutual fund assets outperforming majority of Morningstar peers (1)

	1-Year			3-Year			5-Year
Complex-wide mutual fund assets		46	%		46	%		53	%
Fundamental equity mutual fund assets		38	%		39	%		54	%
Fixed income mutual fund assets		100	%		100	%		53	%

	Percentage of strategies outperforming respective benchmarks (2)

	1-Year			3-Year			5-Year
Mathematical equity strategies		59	%		79	%		42	%

		Percentage of complex-wide mutual funds with 4- or 5-star overall Morningstar rating™

Complex-wide mutual funds			56	%

(1): References Morningstar relative performance on an asset-weighted basis.
(2): References relative performance, net of fees.

ASSETS UNDER MANAGEMENT

Assets Under Management and Flows

Total Company assets under management increased $17.1 billion, or 11%, from 2012, as a result of net market appreciation of $36.9 billion offset by long-term net outflows of $19.7 billion. Long-term net flows represent total Company net sales and redemptions, excluding money market assets. Money market net outflows were $0.1 billion in 2013.

Fundamental equity long-term net outflows were $15.9 billion in 2013 compared with $10.4 billion in 2012. The increase in net outflows was primarily driven by underperformance and portfolio manager changes.

JCG continued to grow its fixed income business, with positive long-term net inflows of $0.9 billion in 2013 compared to $4.0 billion in 2012. While both 2013 and 2012 had positive long-term net inflows, the year-over-year decrease was driven by an increase in redemptions in 2013.

Mathematical equity long-term net outflows were $4.7 billion in 2013 compared with $5.6 billion in 2012. The decrease in net outflows was primarily driven by a decrease in redemptions in 2013.

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

	Year ended December 31,

	2013			2012			2011
Beginning of year assets	$	156.8		$	148.2		$	169.5
Long-term sales ⁽¹⁾
Fundamental equity		17.2			17.5			20.8
Fixed income		12.6			11.6			10.7
Mathematical equity ⁽²⁾		5.2			4.9			4.5
Long-term redemptions ⁽¹⁾
Fundamental equity		(33.1	)		(27.9	)		(32.9	)
Fixed income		(11.7	)		(7.6	)		(5.8	)
Mathematical equity ⁽²⁾		(9.9	)		(10.5	)		(9.5	)


Long-term net flows ⁽¹⁾
Fundamental equity		(15.9	)		(10.4	)		(12.1	)
Fixed income		0.9			4.0			4.9
Mathematical equity		(4.7	)		(5.6	)		(5.0	)


Total long-term net flows		(19.7	)		(12.0	)		(12.2	)
Net money market flows		(0.1	)		—			—
Market/fund performance		36.9			20.6			(9.1	)


End of year assets	$	173.9		$	156.8		$	148.2

(1): Excludes money market flows. Sales and redemptions of money market funds are presented net on a separate line due to the short-term nature of the investments.
(2): 2011 gross sales and redemptions exclude the transfer of $1.1 billion within mathematical equity strategies in the first quarter 2011.

	Year ended December 31,

	2013		2012		2011
Average assets under management
Fundamental equity	$	93.0	$	90.4	$	100.6
Fixed income		27.7		23.9		17.6
Mathematical equity		43.3		40.6		42.6
Money market		1.4		1.4		1.5


Total	$	165.4	$	156.3	$	162.3

Assets and Flows by Investment Discipline

JCG, through its subsidiaries, offers investment products based on a diversified set of investment disciplines. Janus offers growth and core equity, global and international equity, as well as balanced, fixed income and retail money market investment products. INTECH offers mathematical-based

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investment products and Perkins offers value-disciplined investment products. Assets and flows by investment discipline are as follows ( in billions ):

	Year ended December 31,

	2013			2012			2011
Growth/Core ⁽¹⁾
Beginning of year assets	$	53.8		$	49.7		$	60.9
Sales		10.5			9.9			10.7
Redemptions		(19.2	)		(14.8	)		(18.7	)


Net redemptions		(8.7	)		(4.9	)		(8.0	)
Market/fund performance		15.7			9.0			(3.2	)


End of year assets	$	60.8		$	53.8		$	49.7




Global/International
Beginning of year assets	$	17.9		$	18.4		$	27.9
Sales		3.3			3.6			4.8
Redemptions		(5.6	)		(6.4	)		(7.7	)


Net redemptions		(2.3	)		(2.8	)		(2.9	)
Market/fund performance		3.7			2.3			(6.6	)


End of year assets	$	19.3		$	17.9		$	18.4




Mathematical Equity ⁽²⁾
Beginning of year assets	$	40.2		$	39.9		$	44.1
Sales		5.2			4.9			4.5
Redemptions		(9.9	)		(10.5	)		(9.5	)


Net redemptions		(4.7	)		(5.6	)		(5.0	)
Market/fund performance		12.1			5.9			0.8


End of year assets	$	47.6		$	40.2		$	39.9




Fixed Income ⁽¹⁾
Beginning of year assets	$	26.4		$	20.6		$	15.3
Sales		12.6			11.6			10.7
Redemptions		(11.7	)		(7.6	)		(5.8	)


Net sales		0.9			4.0			4.9
Market/fund performance		1.6			1.8			0.4


End of year assets	$	28.9		$	26.4		$	20.6




Value
Beginning of year assets	$	17.0		$	18.1		$	19.8
Sales		3.4			4.0			5.3
Redemptions		(8.3	)		(6.7	)		(6.5	)


Net redemptions		(4.9	)		(2.7	)		(1.2	)
Market/fund performance		3.8			1.6			(0.5	)


End of year assets	$	15.9		$	17.0		$	18.1

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	Year ended December 31,

	2013			2012			2011
Money Market
Beginning of year assets	$	1.5		$	1.5		$	1.5
Sales		0.6			0.8			1.0
Redemptions		(0.7	)		(0.8	)		(1.0	)


Net redemptions		(0.1	)		—			—
Market/fund performance		—			—			—


End of year assets	$	1.4		$	1.5		$	1.5

(1): Growth/core and fixed income assets reflect a 50%/50% split of the Janus Balanced Fund between the two categories.
(2): 2011 gross sales and redemptions exclude the transfer of $1.1 billion within mathematical equity strategies in the first quarter 2011.

Valuation

The value of assets under management is derived from the cash and investment securities underlying JCG's investment products. Investment security values are determined using unadjusted or adjusted quoted market prices and independent third-party price quotes in active markets. JCG uses adjusted market prices to value certain international equity securities in its domestic and non-domestic mutual funds in order to adjust for stale pricing that may occur between the close of certain foreign exchanges and the NYSE. Security prices are adjusted based upon historical impacts for similar post-close activity. For fixed income securities with maturities of 60 days or less, the amortized cost method is used to determine the value. Securities for which market prices are not readily available or are considered unreliable are internally valued using appropriate methodologies for each security type or by engaging third-party specialists. The value of the vast majority of the equity securities underlying JCG's investment products is derived from readily available and reliable market price quotations while the value of a majority of the fixed income securities is derived from evaluated pricing from independent third-party providers.

The pricing policies for mutual funds advised by JCG's subsidiaries (the "Funds") are established by the Funds' Independent Board of Trustees and are designed to test and validate fair value measurements. Responsibility for pricing securities held within separate and subadvised accounts may be delegated by the separate or subadvised clients to JCG or another party. JCG validates pricing received from third-party providers by comparing pricing between primary and secondary vendors. Any discrepancies are identified and resolved.

JCG performs a number of procedures to validate the pricing received from third-party providers. For actively traded equity securities, prices are received daily from both a primary and secondary vendor. For fixed income securities, prices are received daily from a primary vendor and weekly from a secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant price changes require additional research, which may include a review of all news pertaining to the issue and issuer and any corporate actions. All fixed income prices are reviewed by JCG's fixed income trading desk in order to incorporate market activity information available to JCG's traders. In the event the traders have received price indications from market makers for a particular issue, this information is transmitted to the pricing vendors.

All pricing vendors are subject to an annual on-site due diligence review that includes a detailed discussion about the methodologies used, particularly for evaluated prices, and any changes to the methodologies.

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JCG is generally not the pricing agent for securities held within separate and subadvised accounts. However, JCG does perform a daily reconciliation between the pricing performed by the pricing agent and the pricing applied based on JCG's procedures. Any pricing discrepancies noted are sent to the pricing agent for resolution.

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. Certain mutual funds and separate accounts are also subject to performance fees, which vary based on a product's relative performance as compared to an established benchmark index over a specified period of time 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 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. The following graph depicts the direct relationship between average assets under management and investment management revenues:

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RESULTS OF OPERATIONS

2013 Compared to 2012

Revenues

Investment Management Fees

Investment management fees increased $30.7 million, or 3.9%, primarily as a result of a 5.8% increase in average assets under management driven by net market appreciation partially offset by long-term net outflows. Revenue increased at a lower rate than average assets primarily due to a shift toward lower-yielding products and channels.

Performance Fees

Performance fee revenue is derived from certain mutual funds and separate accounts. Negative performance fees increased $6.8 million, primarily from a decrease in positive performance fees on separate account assets. The decrease in positive performance fees on separate account assets is due to an annual $6.7 million non-recurring fee from an existing client that switched from a performance-based fee to a fixed fee in December 2012.

The following is a summary of mutual fund and separate account assets subject to performance fees as of December 31, 2013 and 2012 ( in billions ):

	December 31,

	2013		2012
Mutual fund assets	$	54.3	$	54.0
Separate account assets	$	14.1	$	9.9

Operating Expenses

Employee Compensation and Benefits

Employee compensation and benefits increased $18.2 million, or 6.6%, primarily due to higher incentive compensation as a result of higher profits. The company-wide incentive compensation plan is designed to link variable compensation to operating income.

Long-Term Incentive Compensation

Long-term incentive compensation decreased $3.6 million, or 5.4%, primarily due to a $5.0 million decrease related to forfeiture rate estimate adjustments and a net $4.0 million decrease from the vesting of awards in previous years partially offset by awards granted in 2013. These decreases were partially offset by a $2.4 million increase due to mark-to-market adjustments for changes in fair value of mutual fund share awards and investments related to deferred compensation plans and a $2.3 million increase in Perkins senior profits interests awards expense. The Perkins senior profits interests awards receive 5% of Perkins' annual taxable income and have a terminal value based on Perkins revenue and relative investment performance of products managed by Perkins.

On November 18, 2013, Perkins granted additional senior profits interests awards which fully vest on December 31, 2018. These senior profits interests awards receive 10% of Perkins' annual taxable income and have a terminal value based on Perkins revenue and relative investment performance of products managed by Perkins.

Long-term incentive awards granted during 2013 totaled $74.1 million and will generally be recognized ratably over a four-year period. Future long-term incentive award amortization will also be

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impacted by the 2014 annual grant totaling $53.7 million, which will also generally be recognized ratably over a four-year period.

Marketing and Advertising

Marketing and advertising decreased $3.4 million, or 14.4%, as JCG continued to maintain focused marketing and advertising strategies in 2013.

Depreciation and Amortization

Depreciation and amortization decreased $9.8 million, or 25.5%, primarily due to $7.7 million of intangible asset impairment charges in 2012 from the loss of JCG subadvised relationships. JCG recognizes an impairment charge equal to the unamortized value of the associated intangible asset when notification of termination is received.

Non-Operating Expenses

Interest Expense and Loss on Early Extinguishment of Debt

Interest expense declined $3.9 million, or 8.7%, primarily as a result of the exchange of $110.0 million aggregate principal amount of JCG's existing, 3.25% Convertible Senior Notes due 2014 ("2014 Convertible Notes") for $116.6 million aggregate principal amount of newly-issued, 0.75% Convertible Senior Notes due 2018 ("2018 Convertible Notes") in June 2013. JCG recognized a loss of $12.6 million related to the exchange of notes. In August 2013, JCG also repurchased on the open market $8.0 million aggregate principal amount of the Company's outstanding 6.70% Senior Notes due 2017 ("2017 Senior Notes") for $8.9 million in cash. JCG recognized a loss of $0.9 million on the repurchase.

Investment Gains, Net

The components of investment gains (losses), net for the years ended December 31, 2013 and 2012, are as follows ( in millions ):

	December 31,

	2013			2012
Seeded investment products	$	28.9		$	17.8
Noncontrolling interest on seeded investment products		3.4			2.0
Investments in advised mutual funds		8.5			8.6
Index swaps and futures contracts		(37.4	)		(12.5	)
Economic hedge for deferred compensation plans		3.0			1.3
Put spread option contracts		—			(6.1	)
Other		0.1			—


Investment gains (losses), net	$	6.5		$	11.1

Investment gains declined $4.6 million, or 41%, primarily due to losses on the Company's seed capital economic hedging strategy partially offset by gains on seeded investment products. The year ended December 31, 2012, also included a $6.1 million loss generated by put spread option contracts. The put spread option contracts were purchased to mitigate potential negative impacts on 2012 profitability in the event of a market downturn.

The seed capital hedging strategy utilizes index swaps and futures contracts to mitigate a portion of the earnings volatility created by the mark-to-market accounting of seed capital investments. JCG may modify or discontinue this hedging strategy at any time.

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Effective January 2013, JCG discontinued the practice of economically hedging mutual fund share awards. JCG no longer makes corresponding investments in advised mutual funds.

Income Tax Provision

JCG's income tax provision for 2013 includes the reversal of $1.3 million of income tax contingency reserves as a result of the expiration of statutes of limitations and audit settlements, creating a net tax benefit of $0.8 million. The 2013 income tax provision also includes tax expense of $5.0 million related to expiration and vesting of certain equity-based compensation awards.

The effective tax rate for the year ended December 31, 2013 was 37.5%. The effective tax rate for 2014 is expected to increase as a result of previously issued stock options that will expire out-of-the-money. Although the overall rate increase is dependent upon a variety of factors, the tax rate is expected to increase in the first quarter of 2014 to the mid-40 percent range.

2012 Compared to 2011

Revenues

Investment Management Fees

Investment management fees decreased $62.0 million, or 7.3%, primarily as a result of a 3.7% decrease in average assets under management driven by long-term net outflows, partially offset by net market appreciation. Revenue decreased at a higher rate than average assets primarily due to a product mix shift toward lower yielding fixed income products.

Performance Fees

Negative performance fees increased $63.7 million primarily due to the timing of additional mutual funds becoming subject to performance fees and underperformance of mutual fund assets against their benchmarks. Negative mutual fund performance fees were partially offset by positive performance fees on separate account assets.

Operating Expenses

Employee Compensation and Benefits

Employee compensation and benefits decreased $20.4 million, or 6.9%, primarily due to lower investment team incentive compensation as a result of lower profits.

Long-Term Incentive Compensation

Long-term incentive compensation increased $3.7 million, or 5.9%, primarily due to $13.6 million of expense from new awards granted during 2012 and a $3.2 million mark-to-market adjustment for changes in fair value of mutual fund share awards. These increases were partially offset by a decrease of $6.9 million in Perkins senior profits interests awards expense. Additionally, long-term incentive compensation decreased $6.5 million from the vesting of awards granted in previous years.

Marketing and Advertising

Marketing and advertising declined $4.4 million, or 15.7%, primarily due to lower brand positioning and advertising expenses.

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Distribution

Distribution expense declined $14.9 million, or 10.5%, 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.

Depreciation and Amortization

Depreciation and amortization increased $5.2 million, or 15.6%, primarily due to $7.7 million of intangible asset impairment charges from the loss of JCG subadvised relationships.

Non-Operating Expenses

Interest Expense

Interest expense declined $6.0 million, or 11.8%, primarily as a result of the retirement of the $92.2 million of outstanding debt in the third quarter 2011 and the first quarter 2012 debt tender in which $59.4 million aggregate principal amount of the Company's outstanding 6.119% Senior Notes due 2014 ("2014 Senior Notes") and 2017 Senior Notes were repurchased with cash on hand. JCG recognized a $7.2 million loss on early extinguishment of debt related to the repurchase of these notes.

Investment Gains (Losses), Net

The components of investment gains (losses), net for the years ended December 31, 2012 and 2011, are as follows ( in millions ):

	December 31,

	2012			2011
Seeded investment products	$	17.8		$	(10.0	)
Noncontrolling interest on seeded investment products		2.0			(1.4	)
Investments in advised mutual funds		8.6			(7.2	)
Index swaps and futures contracts		(12.5	)		1.2
Economic hedge for deferred compensation plans		1.3			—
Put spread option contracts		(6.1	)		(1.9	)
Other		—			(2.6	)


	$	11.1		$	(21.9	)

Income Tax Provision

JCG's income tax provision for 2012 includes the reversal of $2.8 million of income tax contingency reserves as a result of the expiration of statutes of limitations and audit settlements, creating a net tax benefit of $1.8 million. The 2012 income tax provision also includes tax expense of $4.3 million related to expiration and vesting of certain equity-based compensation awards.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

A summary of cash flow data from continuing operations for the years ended December 31, 2013, 2012 and 2011, is as follows ( in millions ):

	December 31,

	2013			2012			2011
Cash flows provided by (used for):
Operating activities	$	224.1		$	208.9		$	224.6
Investing activities		(141.7	)		(38.2	)		21.7
Financing activities		(123.3	)		(143.7	)		(259.5	)
Effect of exchange rate changes on cash and cash equivalents		(1.6	)		—			—


Net change in cash and cash equivalents		(42.5	)		27.0			(13.2	)
Balance at beginning of year		387.0			360.0			373.2


Cash balance at end of year	$	344.5		$	387.0		$	360.0

2013 Cash Flows

Operating Activities

Fluctuations in operating cash flows are attributable to changes in working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. In addition to changes in working capital items, an increase in net income also contributed to the increase in cash flows from operations from the comparable prior year period.

Investing Activities

Cash used for investing activities in 2013 primarily includes purchases and sales of investments as well as seed capital derivative instruments. Purchases of investments in 2013 totaling $291.7 million includes $118.8 million from the seeding of investment products (including a $73.7 million investment in a euro-denominated investment product), $102.7 million from the purchase of debt securities and $70.2 million from purchases of derivative instruments used to economically hedge seed capital and foreign currency exposure. Sales of investments totaling $157.6 million include $126.1 million from the sale of seeded investment products and $31.5 million from the sale of seed capital derivative instruments.

Financing Activities

Cash used for financing activities in 2013 primarily represents the payment of $39.8 million of dividends to stockholders, $34.1 million for the repurchase of noncontrolling interests, $33.4 million of repurchases of common stock, $16.1 million for the purchase of a convertible note hedge and $8.9 million related to the open market repurchase of outstanding 2017 Senior Notes partially offset by $10.5 million of proceeds from the issuance of stock warrants.

2012 Cash Flows

Operating Activities

The decrease in cash flows from operations from the comparable prior year period was primarily driven by an increase in negative mutual fund performance fees.

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Investing Activities

Cash used for investing activities in 2012 primarily includes purchases and sales of investments as well as economic hedging of mutual fund share awards. Purchases of investments in 2012 totaling $131.0 million primarily include $39.8 million from the economic hedging of mutual fund share awards and $70.1 million from the seeding of investment products, while sales of investments totaling $100.0 million include $28.4 million from the sale of mutual fund share awards hedge assets and $50.7 million from the sale of seeded investment products.

Financing Activities

Cash used for financing activities in 2012 primarily represents the repayment of $59.4 million principal amount of long-term debt for $65.8 million, $54.4 million of dividends paid to stockholders, $17.5 million of repurchases of common stock, $9.1 million of distributions to noncontrolling interests, $8.3 million purchase of noncontrolling interests in INTECH, $6.1 million of proceeds from stock plans and $4.9 million of proceeds from the Dai-ichi Life stock option issuance.

2011 Cash Flows

Operating Activities

The decrease in cash flow from operations from the prior year was primarily driven by an increase in negative mutual fund performance fees.

Investing Activities

Cash provided by investing activities in 2011 includes purchases, sales and maturities of investments as well as economic hedging of mutual fund share awards. Purchases of investments in 2011 totaling $199.0 million include $120.7 million from the seeding of new investment products and $36.4 million from the economic hedging of mutual fund share awards. Sales and maturities of investments totaling $228.0 million include the maturity of $93.1 million of U.S. Treasury notes, which were purchased in the second quarter 2010 and matured in August 2011, $46.9 million from the economic hedging of mutual fund share awards and proceeds of $32.6 million from the disposal of Structured Investment Vehicle ("SIV") securities in the first quarter 2011. The SIV securities were traded on December 1, 2010, and settled on February 23, 2011. Accordingly, the sale was recognized on the trade date and the majority of the cash flow associated with the trade was recognized at settlement.

Financing Activities

Cash used for financing activities in 2011 primarily represents the repayment of $213.1 million principal amount of long-term debt for $223.0 million, $12.1 million of distributions to noncontrolling interests and $28.0 million of dividends paid to stockholders.

Exchange of Convertible Senior Notes

On June 14, 2013, JCG entered into separate privately negotiated exchange agreements pursuant to which $110.0 million aggregate principal amount of JCG's existing, 2014 Convertible Notes was exchanged for $116.6 million aggregate principal amount of newly-issued, 2018 Convertible Notes. Immediately following the exchange, $60.0 million aggregate principal amount of existing 2014 Convertible Notes remained outstanding.

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common stock, at the Company's election. The initial conversion rate of the 2018 Convertible Notes is 92.1 shares of JCG common stock per $1,000 principal amount of 2018 Convertible Notes, which is equivalent to an initial conversion price of approximately $10.86 per share of common stock, subject to adjustment in certain circumstances. The initial conversion price represents a premium of 25% relative to the $8.69 per share closing price of JCG's common stock on June 13, 2013, the date of pricing. The 2018 Convertible Notes will mature on July 15, 2018, unless earlier converted or repurchased.

Convertible Note Hedge and Warrant Transactions

In connection with the 2018 Convertible Notes issuance, JCG entered into convertible note hedge and warrant transactions which, in combination, are intended to reduce the potential for future dilution to existing shareholders by effectively increasing the conversion price of the 2018 Convertible Notes to JCG from $10.86 to $12.60 per share of common stock.

The convertible note hedge and warrant transactions consist of two separate instruments: purchased call options and the sale of warrants. The call options represent the same number of shares of JCG's common stock underlying the 2018 Convertible Notes with a strike price of $10.86 per share of common stock, which is equal to the conversion price of the 2018 Convertible Notes. The call options cost $16.1 million. To offset the cost of the call options, JCG sold warrants to the counterparty of the call options for the same number of shares of JCG's common stock underlying the 2018 Convertible Notes with an exercise price of $12.60 per share of common stock. The proceeds from the sale of the warrants totaled $10.5 million. The call options and warrants are indexed to JCG's equity and may be settled in cash or stock at JCG's election. Accordingly, the Company recorded the $5.6 million net cost of the instruments as a reduction in equity and will not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements.

Tender Offer for Certain Outstanding Senior Notes

On March 20, 2012, JCG completed a debt tender in which $59.4 million aggregate principal amount of the Company's outstanding 2014 Senior Notes and 2017 Senior Notes were repurchased with cash on hand. JCG recognized a $7.2 million loss on early extinguishment of debt related to the repurchase of these notes.

Money Market Funds Advised by JCG

JCG advises money market funds that seek to provide capital preservation and liquidity, with current income as a secondary objective. JCG attempts to limit the money market funds' 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 market 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 support to the money market funds that could result in additional impairments and financial losses for the Company, would be appropriate. Under certain situations, JCG may elect to support one or more of the money market funds to enable them to maintain a net asset value equal to $1 through a variety of means, including but not limited to, purchasing securities held by the money market 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 market funds. As a result of JCG's exiting its institutional money market business in early 2009, JCG's money market assets have declined to $1.4 billion at December 31, 2013 and have remained relatively stable.

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Short-Term Liquidity and Capital Requirements

The Company has cash and investment securities of $830.0 million at December 31, 2013. The components of cash and investment securities are as follows ( in millions ):

	December 31, 2013

Cash and cash equivalents held domestically	$	266.1
Cash and cash equivalents held outside the United States ⁽¹⁾		78.4
Seeded investment products		314.8
Noncontrolling interests ⁽²⁾		8.8
Debt securities ⁽³⁾		101.5
Investments in advised mutual funds and deferred compensation plans ⁽⁴⁾		60.4


Total cash and investment securities	$	830.0

(1): The cash held outside of the United States may not be entirely available for general corporate purposes due to approximately $24 million of capital requirements associated with foreign subsidiaries of JCG.
(2): The noncontrolling interests balance is associated with seeded investment products.
(3): The debt securities mature in 2014 and are intended to match the debt maturity payments due in 2014.
(4): Represents investments in advised mutual funds and the economic hedging of deferred compensation plans.

JCG believes that existing cash and cash from operations should be sufficient to satisfy its short-term capital requirements. Expected short-term uses of cash include ordinary operating expenditures, dividend payments, income tax payments, and interest and principal payments on outstanding debt. JCG may use available cash for general corporate purposes and acquisitions. In addition, JCG may repurchase its outstanding debt securities and common stock through cash purchases, in open market transactions, privately negotiated transactions, exchanges, tender offers or otherwise. Any repurchase of outstanding debt securities and common stock will depend on prevailing market conditions, JCG's liquidity requirements, contractual and legal restrictions and other factors.

Common Stock Repurchase Program

During 2013, as part of its capital and liquidity management, JCG repurchased 3,419,001 shares of its common stock at an average price of $9.30 per share and a total cost of $31.8 million with the intention to offset dilution resulting from stock-based compensation. As of December 31, 2013, $471.9 million is available for repurchase under the current authorizations. Any future repurchases of common stock will depend on prevailing market conditions, the Company's liquidity requirements, contractual and legal restrictions, and other factors.

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Long-Term Liquidity and Capital Requirements

Expected long-term commitments and the associated maturities at December 31, 2013, include the following ( in millions ):

	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years

Debt	$	98.9	$	—	$	461.3	$	—
Interest payments		27.9		49.5		14.7		—
Capital leases		1.3		0.6		—		—
Operating leases		16.1		30.9		27.5		64.4


Total	$	144.2	$	81.0	$	503.5	$	64.4

The information presented above does not include commitments for capital expenditures in the normal course of business. JCG expects to fund its long-term commitments over the next three years from existing cash and cash generated from operations. For commitments beyond three years, JCG anticipates using cash generated from operations, refinancing debt or accessing capital and credit markets as necessary.

Operating lease obligations are presented net of estimated sublease income of $1.0 million, which is expected to be recognized over the remaining life of the related leases.

INTECH Noncontrolling Interests

INTECH ownership interests held by a founding member have an estimated fair value of approximately $5.3 million and $4.8 million as of December 31, 2013 and 2012, respectively, representing approximately 1.0% aggregate ownership of INTECH for both periods. This founding member is entitled to retain his remaining INTECH interests until his death and has the option to require JCG to purchase his ownership interest of INTECH at fair value.

Perkins Noncontrolling Interests

Perkins noncontrolling interests subject to redemption rights had an estimated fair value of approximately $0.6 million and $35.3 million as of December 31, 2013 and 2012, respectively.

On February 1, 2013, the noncontrolling owners of Perkins (who then owned 22.2% of the equity units of Perkins) exercised their right to put 98% of their equity units to JCG. Under the terms of the put, the noncontrolling ownership units were redeemed at fair value of $33.8 million as determined on August 31, 2013, six full months following the month of the put exercise. Following the redemption, JCG owned 99.6% of Perkins.

On February 3, 2014, JCG exercised its right to purchase the remaining noncontrolling ownership units in Perkins of 0.4%. Under the terms of the call, the remaining noncontrolling ownership units will be redeemed for $0.6 million on March 14, 2014 based on the fair value as of the call exercise date. The fair value of the ownership units was based on a contractual formula driven by revenue and investment performance of products managed by Perkins.

The noncontrolling interests were primarily held by founding members who are not involved in the management of Perkins. Perkins management continues to hold the majority of their interests in Perkins through senior profits interests awards and long-term incentive compensation plans. The Perkins senior profits interests awards and long-term incentive compensation plans provide active members of Perkins management an ongoing stake in the success of Perkins.

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Perkins Senior Profits Interests Awards

On December 31, 2008, Perkins granted senior profits interests awards designed to retain and incentivize key employees to grow the business. These awards vested on the fifth anniversary of the grant and are entitled to a total of 5% of Perkins' annual taxable income. In addition, these awards have a formula-driven terminal value based on revenue and relative investment performance of products managed by Perkins. JCG can call and terminate any or all of the awards following the fifth, seventh or each subsequent anniversary of closing. JCG did not exercise its right to call on the fifth anniversary. Participants can require JCG to terminate the awards in exchange for the then-applicable formula price on the sixth anniversary of closing. The senior profits interests awards are also subject to termination at premiums or discounts to the formula at the option of JCG or certain employees, as applicable, upon certain corporate or employment-related events affecting Perkins or certain employees. As of December 31, 2013, the liability associated with the Perkins senior profits interests awards was $18.3 million (including undistributed earnings) and is included within accrued compensation and benefits on JCG's Consolidated Balance Sheets.

On November 18, 2013, Perkins granted additional senior profits interests awards which fully vest on December 31, 2018, and are entitled to a total of 10% of Perkins' annual taxable income. The entitlement to a percentage of Perkins' annual taxable income over the vesting period is tiered and starts at 2% in 2015 and increases 2% each year thereafter until reaching 10% after fully vesting on December 31, 2018. In addition, these awards have a formula-driven terminal value based on Perkins' revenue. JCG can call and terminate any or all of the awards on December 31, 2018, and each year thereafter. Holders of such interests can require JCG to purchase the interests in exchange for the then-applicable formula price on December 31, 2018. The senior profits interests awards are also subject to termination at premiums or discounts to the formula at the option of JCG or certain employees, as applicable, upon certain corporate or employment-related events affecting Perkins or certain employees. As of December 31, 2013, the formula-driven value was zero and there was no liability on JCG's Consolidated Balance Sheets associated with the Perkins senior profits interests awards granted in 2013.

Other Sources of Liquidity

Long-Term Incentive Stock Plans

On April 29, 2010, JCG shareholders approved the 2010 Long-Term Incentive Stock Plan ("2010 Plan"), which allows JCG to grant up to 4.4 million shares of equity-based awards, including stock options and restricted stock. On April 26, 2012, JCG shareholders approved an amendment to the 2010 Plan to increase the number of shares available to grant by 9.0 million shares for a total of 13.4 million shares of equity-based awards available to grant under the 2010 Plan. Subsequent to the 2014 annual grant in January, approximately 3.0 million shares of equity-based awards are available to be granted under the 2010 Plan.

JCG also has a 2012 Employment Inducement Award Plan ("EIA Plan") with 1.0 million shares of equity-based awards available to be granted as of December 31, 2013. The EIA Plan is not a shareholder-approved plan.

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Off-Balance Sheet Arrangements

Other than certain lease agreements, JCG is not party to any off-balance sheet arrangements that may provide, or require the Company to provide, financing, liquidity, market or credit risk support that is not reflected in JCG's consolidated financial statements.

Credit Facility

On November 25, 2013, JCG entered into a five-year, $200 million, unsecured, revolving credit facility (the "Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender. Under the Credit Facility, the financing leverage ratio cannot exceed 3.00x and the interest coverage ratio must equal or exceed 4.00x. At December 31, 2013, JCG was in compliance with all covenants and there were no borrowings under the Credit Facility. The Credit Facility has a maturity date of November 23, 2018.

The covenants and the calculations of the ratios, as defined in the Credit Facility, are as follows ( in millions ):

	Last four quarters ended December 31, 2013

Net income attributable to JCG common shareholders	$	114.7
Add back:
Loss on early extinguishment of debt		13.5
Interest expense		41.1
Income tax provision		73.3
Depreciation and amortization		28.7
Noncash amortization of long-term incentive compensation		63.1
Unrealized gains or losses on investments		(36.1	)
Other items as described in the Credit Facility		1.4
Cash paid for deferred commissions and mutual fund share awards		(56.4	)


Adjusted net income	$	243.3




Debt (including capital leases)	$	546.5




Leverage ratio (debt divided by adjusted net income)		2.25




Cannot exceed 3.00x
Interest coverage ratio
(adjusted net income divided by last four quarters cash interest expense ⁽¹⁾ )		7.31




Must equal or exceed 4.00x

(1): Cash interest expense is defined by the debt agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

JCG's consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

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JCG continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. In general, management's estimates are based on historical experience, information from third-party professionals, as appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances. Actual results could differ from those estimates made by management. JCG's critical accounting policies and estimates include investment securities, goodwill and intangible assets, equity compensation and income taxes.

Valuation of Investment Securities

JCG records investment securities classified as trading and available-for-sale at fair value and investment securities classified as held-to-maturity at amortized cost. Fair value is generally determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, JCG uses internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that JCG is valuing and the selected benchmark. Depending on the type of securities owned by JCG, other valuation methodologies may be required. Any variation in the assumptions used to approximate fair value could have a material adverse effect on the Company's consolidated financial condition and results of operations.

JCG periodically evaluates the carrying value of investment securities classified as available-for-sale or held-to-maturity for potential impairment. In determining if an impairment exists, JCG considers the duration, extent and circumstances of any decline in fair value.

For debt securities, an other-than-temporary impairment ("OTTI") is evident if JCG intends to sell the debt security or will more likely than not be required to sell the debt security before full recovery of the entire amortized cost basis is realized. However, even if JCG does not intend to sell the debt security and will not likely be required to sell the debt security before recovery of its entire amortized cost basis, JCG must evaluate expected cash flows to be received and determine if a credit loss has occurred. In the event of a credit loss, the credit component of the impairment is recognized within investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income and the noncredit component is recognized through other comprehensive (loss) income, net of tax on JCG's Consolidated Statements of Comprehensive Income.

For equity securities, JCG evaluates the securities in an unrealized loss position in the available-for-sale portfolio for OTTI on the basis of the duration of the decline in value of the security and severity of that decline as well JCG's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in the market value. If it is determined that the impairment on an equity security is other than temporary, an impairment loss equal to the difference between the carrying value of the security and its fair value is recognized within investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income. There were no impairments of investment securities for the years ended December 31, 2013, 2012 and 2011.

Accounting for Goodwill and Intangible Assets

Goodwill and intangible assets constitute $1.7 billion, or 63%, of total assets at December 31, 2013. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment. JCG separately tests goodwill and indefinite-lived intangible assets for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired.

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In connection with the purchase price allocation of acquisitions in which a majority interest is obtained, JCG relies on in-house financial expertise or uses a third-party expert, if considered necessary. Valuations generally rely on management's estimates and judgments as to financial forecasts, including revenue, growth rates and operating margins over a range of possible assumptions for various products, distribution channels and business strategies.

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies and is not amortized. Goodwill is tested for impairment by comparing the fair value of the "reporting unit" associated with the goodwill to the reporting unit's recorded value. If the fair value of the reporting unit is less than its recorded value, a process similar to a purchase price allocation is undertaken to determine the amount, if any, of the goodwill impairment. All assets, including previously unrecognized intangible assets and liabilities, are allocated their respective fair values and any unallocated value is assigned to goodwill. Because the allocation of fair value may include intangible assets not previously recognized, the amount of the goodwill impairment charge may significantly exceed the difference between the fair value of the reporting unit and its recorded value. For purposes of testing goodwill for impairment, JCG has identified one reporting unit.

Indefinite-lived intangible assets primarily represent brand name and trademark and mutual fund advisory contracts. The assignment of indefinite lives to brand name and trademark and mutual fund advisory contracts is based on the assumption that they are expected to generate cash flows indefinitely. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the assets to their recorded values.

To complete the tests for potential impairment of goodwill and indefinite-lived intangible assets, JCG uses a discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. In projecting future earnings, JCG considers equity and fixed income market performance, performance compared to peers, significant changes in the underlying business and products, material and ongoing industry or economic trends, and other factors that may influence future earnings. Changes in the assumptions underlying the discounted cash flow analysis could materially affect JCG's impairment conclusion. Due to the significance of the goodwill and identified indefinite-lived intangible assets to JCG's Consolidated Balance Sheets, any impairment charge could have a material adverse effect on the Company's consolidated financial condition and results of operations.

The October 2013 tests of goodwill and indefinite-lived intangible assets indicated that estimated fair values substantially exceeded their respective carrying values, and as such, no impairment charges were recognized. The October 2013 tests included certain underlying key assumptions regarding future overall market trends and Company operating performance. If actual future market results and Company operating performance vary significantly and unfavorably to those included in the Company's financial forecast, the Company may be subject to impairment charges related to its goodwill and indefinite-lived intangible assets.

No impairment charges were recognized as a result of the October 2012 and 2011 tests of goodwill and indefinite-lived intangible assets.

Definite-lived intangible assets represent client relationships, which are amortized over their estimated lives of 12 years using the straight-line method. Definite-lived intangible assets are tested only when there are indications of impairment. To complete the tests for potential impairment of definite-lived intangible assets, JCG uses a two-step process. The first step compares the fair value of the asset, based on undiscounted cash flows, to the recorded value of the asset. If the recorded value of the asset exceeds the fair value, a second step must be performed. The second step compares the fair value of the asset, based on discounted cash flows, to the carrying value of the asset.

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No impairment charges were recognized during the year ended December 31, 2013 and 2011. A $7.7 million intangible asset impairment charge from the loss of JCG subadvised relationships was recognized during the year ended December 31, 2012.

Equity Compensation

JCG uses the Black-Scholes option pricing model to estimate the fair value of stock options for recording compensation expense. The Black-Scholes model requires management to estimate certain variables, including the lives of options from grant date to exercise date, the volatility of the underlying shares and future dividend rates. The two most significant estimates in the Black-Scholes model are volatility and expected life. An increase in the volatility rate increases the value of stock options and a decrease causes a decline in value. JCG estimates expected volatility using an average of JCG's historical volatility and industry and market averages, as appropriate. For expected lives, an increase in the expected life of an option increases its value. JCG factors in employee termination rates combined with vesting periods to determine the average expected life used in the model.

JCG granted price-vesting units to its Chief Executive Officer on December 31, 2013, and on December 30, 2011. There are performance and service conditions associated with the vesting of the price-vesting units. See Part II, Item 8, Financial Statements and Supplementary Data, Note 11 — Long-term Incentive Compensation for more information regarding the price-vesting units.

JCG records equity compensation net of estimated forfeitures over the vesting term. Determining the forfeiture estimate requires significant judgment about the number of actual awards that will ultimately vest over the term of the award. The estimate is reviewed quarterly and any change in actual forfeitures in comparison to estimates may cause an increase or decrease in the expense recognized in that period and future periods.

Income Taxes

Significant management judgment is required in developing JCG's provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

Valuation Allowance

JCG has not recorded a valuation allowance on its deferred tax assets of $74.6 million as of December 31, 2013, based on management's belief that future income will more likely than not be sufficient to realize the benefit of the Company's deferred tax assets over time. In the event that actual results differ from these estimates, or if JCG's historical trend of positive income changes, JCG may be required to record a valuation allowance on deferred tax assets, which could have a material adverse effect on the Company's consolidated financial condition and results of operations.

Income Tax Contingencies

At December 31, 2013, JCG had an accrued liability of $5.6 million related to tax contingencies for issues which may be raised by various taxing authorities. JCG decreased its income tax contingency reserves in 2013 by $1.3 million as a result of the expiration of statutes of limitations and audit settlements, creating a net tax benefit of $0.8 million. 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 or tax contingencies recorded in prior years may be reversed.

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Recent Accounting Pronouncements

Information regarding accounting pronouncements that have been issued but not yet adopted by the Company is incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, Note 3 — Recent Accounting Pronouncements, of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information, together with information included in other parts of this Management's Discussion and Analysis of Financial Condition and Results of Operations, describes the key aspects of certain financial instruments that have market risk to JCG.

Investment Management Fees

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. Accordingly, fluctuations in the financial markets have a direct effect on JCG's operating results. In addition, fluctuations in interest rates may affect the value of assets under management in fixed income investment products. The graph in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Revenues, presents the historical relationship between revenue and average assets under management.

Performance Fees

Performance fee revenue is derived from certain mutual funds and separate accounts. As a result, JCG's revenues are subject to volatility beyond market-based fluctuations discussed in the investment management fee section above.

Separate account performance fees are specified in client contracts and are based on investment performance as compared to an established benchmark index over a specified period of time. Performance fees are recognized at the end of the contractual period if the stated performance criteria are achieved. JCG recognized separate account performance fees of $5.6 million, $12.0 million and $9.2 million in 2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, $14.1 billion and $9.9 billion of assets under management were subject to separate account performance fees, respectively.

The investment management fee paid by each fund is the base management fee plus or minus a performance fee adjustment as determined by the relative investment performance of each fund compared to a specified benchmark index. The performance fee adjustment is up to a positive or negative 15 basis points, calculated using each fund's daily net average assets over the measurement period. The measurement period begins as a trailing period ranging from 12 to 18 months, and each subsequent month is added to each successive measurement period until a 36-month period is achieved. At that point, the measurement period becomes a rolling 36-month period. JCG recognized mutual fund performance fees of negative $87.8 million, negative $87.4 million and negative $20.9 million in 2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, $54.3 billion and $54.0 billion of assets under management were subject to mutual fund performance fees, respectively. The addition of performance fees to new funds or existing funds without such fees is subject to the approval of both a majority of the shareholders of the Funds and the Funds' Independent Board of Trustees.

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Investment Securities

At December 31, 2013, JCG had investment securities classified as trading and available-for-sale on its Consolidated Balance Sheets. A summary of the investment securities and relevant sensitivity analyses are provided below.

Trading Securities

Investments classified as trading securities included seeded investment products, investments in advised mutual funds and investments related to deferred compensation plans.

At December 31, 2013, seeded investment products represented $230.0 million in 12 mutual funds advised by the Company and $82.9 million in 28 separately managed accounts. At December 31, 2012, seeded investment products represented $155.3 million in 18 mutual funds advised by the Company and $64.2 million in 25 separately managed accounts.

JCG grants mutual fund share awards to employees that are indexed to certain funds managed by JCG. Upon vesting, participants receive the value of the mutual fund share awards adjusted for gains or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding. Historically, JCG made corresponding investments in JCG managed funds for purposes of economically hedging the mutual fund share awards. Effective January 2013, such corresponding investments are no longer made. As such, JCG's liability to employees granted mutual fund share awards is exposed to market risk for gains and losses attributable to the mutual funds to which the awards were indexed.

The Company recognized $23.6 million, $16.8 million and $(8.6) million of investment gains (losses), net related to trading securities still held as of December 31, 2013, 2012 and 2011, respectively.

Available-for-Sale Securities

At December 31, 2013, available-for-sale securities included seeded investment products and investments in debt securities.

At December 31, 2013 and 2012, seeded investment products advised by the Company designated as available-for-sale securities represented $10.7 million held in 34 mutual funds and $30.1 million held in 31 mutual funds, respectively.

In October 2013, the Company invested $102.7 million in nine highly rated corporate debt securities. The purchase price includes a premium of $2.7 million that will be amortized over the term of the investments. The debt securities mature in 2014. JCG intends to use the proceeds from the investments in debt securities to pay the principal balance of the 6.700% Senior Notes and 3.25% Convertible Senior Notes maturing in 2014.

The following is a summary of the amortized cost, gross unrealized gains and losses, estimated fair value and carrying value of seeded investment products classified as available-for-sale securities at December 31, 2013 and 2012 ( in millions ):

	December 31, 2013

	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value		Carrying value
Available-for-sale securities:
Debt securities	$	101.6	$	—	$	(0.1	)	$	101.5	$	101.5
Seeded investment products		9.9		0.9		(0.1	)		10.7		10.7


Total available-for-sale securities	$	111.5	$	0.9	$	(0.2	)	$	112.2	$	112.2

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	December 31, 2012

	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value		Carrying value
Available-for-sale securities:
Seeded investment products	$	32.2	$	1.0	$	(3.1	)	$	30.1	$	30.1

The gross unrealized gains and losses on seeded investment products and debt securities were recognized as a component of other comprehensive (loss) income, net of tax on the Consolidated Statements of Comprehensive Income. The Company reviewed the gross unrealized losses and determined that the losses were not other-than-temporary. No other-than-temporary impairment charges were recognized in 2013, 2012 and 2011.

The following is a summary of realized gains and losses upon disposition of seeded investment products classified as available-for-sale securities for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013			2012			2011
Realized gains	$	2.6		$	0.6		$	1.1
Realized losses		(2.1	)		(0.7	)		—


Net realized gains (losses)	$	0.5		$	(0.1	)	$	1.1

Held-to-Maturity Securities

At December 31, 2013 and 2012, JCG did not own any held-to-maturity securities.

Investment Security Sensitivity Analysis

The following is a summary of the effect that a hypothetical 10% increase or decrease in equity prices would have on JCG's investments subject to equity price fluctuations as of December 31, 2013 ( in millions ):

	Fair value		Fair value assuming a 10% increase		Fair value assuming a 10% decrease

Investment securities:
Trading:
Seeded investment products	$	238.1	$	261.9	$	214.3
Investments related to deferred compensation plans		11.8		13.0		10.6
Investments in advised funds		20.2		22.2		18.2
Available-for-sale:
Seeded investment products		3.0		3.3		2.7


Total	$	273.1	$	300.4	$	245.8

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JCG has investments in fixed income securities that have exposure to interest rate risk. The following is a summary of JCG's fixed income securities and the effect that a hypothetical 100 basis point decline in interest rates would have on pre-tax income as of December 31, 2013 ( in millions ):

	Fair value		Pre-tax income impact of a 100 basis point decline in interest rates

Investment securities:
Trading:
Seeded investment products	$	74.8	$	0.7
Investments related to deferred compensation plans		3.1		—
Investments in advised funds		25.3		0.3
Available-for-sale:
Seeded investment products		7.7		0.1
Debt securities		101.5		1.0


Total	$	212.4	$	2.1

Derivative Instruments

These instruments are not designated as hedges for accounting purposes. Changes in fair value of the index swaps and futures contracts are recognized in investment gains (losses), net on the Consolidated Statements of Comprehensive Income while changes in the fair value of the foreign currency forward contracts are recognized in other income, net on the Consolidated Statements of Comprehensive Income.

The fair value of the index swaps as of December 31, 2013 was $(1.4) million and is netted against associated cash collateral within other current assets on the Consolidated Balance Sheets. The fair value of the foreign currency forward contracts as of December 31, 2013 and 2012, was $(1.5) million and $(0.2) million, respectively, and is also netted against associated cash collateral within other current assets on the Consolidated Balance Sheets.

The Company also held investments in put spread option contracts in 2012 that expired on December 31, 2012. The Company recognized $6.1 million of investment losses related to the put spread option contracts for the year ended December 31, 2012.

Mutual Fund Share Awards

During 2013, 2012 and 2011, JCG granted $38.1 million, $39.8 million and $36.4 million, respectively, in awards that are indexed to certain mutual funds managed by the Company. The 2013 grant includes $16.0 million of performance-based mutual fund share awards. The performance-based mutual fund share awards vest five years after the grant date if certain performance fee criteria are achieved. Upon vesting, participants receive the value of the award adjusted for gains or losses attributable to the mutual funds to which the awards were indexed, subject to tax withholding. Mark-to-market adjustments on mutual fund share awards create volatility

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within long-term incentive compensation expense on JCG's Consolidated Statements of Comprehensive Income. The level of volatility depends upon the amount of mutual fund share awards and the market and investment performance of products to which the awards are indexed.

Deferred Compensation

JCG maintains deferred compensation plans for certain highly compensated employees and members of its Board of Directors. Eligible participants may defer a portion of their compensation and have the ability to earn a return by indexing their deferrals to mutual funds managed by the Company. The Company makes no contributions to the plan. To protect against market variability of the liability, the Company creates an economic hedge by investing in mutual funds that are consistent with the deferred amounts and mutual fund elections of the participants. Such investments remain assets of JCG. Changes in market value of the liability to participants are recognized as compensation in JCG's Consolidated Statements of Comprehensive Income, and changes in the market value of the economic hedge are recognized as investment gains (losses), net in JCG's Consolidated Statements of Comprehensive Income. At December 31, 2013 and 2012, investments related to deferred compensation plans totaled $14.9 million and $11.9 million, respectively.

Perkins Senior Profits Interests Awards

On December 31, 2008, and November 18, 2013, Perkins granted senior profits interests awards designed to retain and incentivize key employees to grow the business. Long-term incentive compensation expense related to the Perkins senior profits interests awards is subject to market risk volatility, both currently and in the future, due to the revenue growth and investment performance components of the terminal value calculation. Long-term incentive compensation expense (income) related to the Perkins senior profits interests awards totaled $0.7 million, $(1.6) million and $5.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Foreign Currency Exchange Sensitivity

JCG has international subsidiaries that conduct business in foreign countries. With respect to these operations, matters arise as to financial accounting and reporting for foreign currency transactions and for translating foreign currency financial statements into U.S. dollars. The exposure to foreign currency fluctuations is not material as the majority of the revenue earned and associated expenses incurred by international subsidiaries are denominated in U.S. dollars. The exposure to foreign currency fluctuations may increase in the future as JCG continues to launch new products denominated in currencies other than the U.S. dollar.

Interest Rate Risk on Long-Term Debt

JCG is not exposed to material interest rate risk other than from the potential change in interest rates on the Company's debt in the event of a change in credit ratings by Moody's Investor Services Inc. ("Moody's") or Standard & Poor's ("S&P") Rating Service. JCG's 6.119% Senior Notes due 2014 ("2014 Senior Notes") and 6.700% Senior Notes due 2017 ("2017 Senior Notes") are subject to 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 from Baa3 or by S&P from BBB-, up to a maximum increase of 200 basis points. If the interest rate has been adjusted upward as a result of either Moody's or S&P decreasing its rating, then for each level of a subsequent rating increase, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of issuance of the respective notes. For each 25 basis point increase, JCG's interest expense will increase by approximately $0.9 million on an annualized basis. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 (or higher) by Moody's and BBB (or higher) by S&P, with

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a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies. S&P increased JCG's credit rating to BBB- on January 10, 2011, resulting in a 25 basis point decrease in the interest rates payable on the 2014 Senior Notes and 2017 Senior Notes. On January 9, 2013, S&P reaffirmed JCG's credit rating of BBB- and revised its outlook from stable to negative. On May 17, 2013, Moody's reaffirmed JCG's credit rating of Baa3, with a stable outlook.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

		Page

Financial Statements:
Reports of Independent Registered Public Accounting Firm — Deloitte & Touche LLP		45
Management Report on Internal Control Over Financial Reporting		47
Consolidated Balance Sheets as of December 31, 2013 and 2012		48
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011		49
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011		50
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2012 and 2011		51
Notes to Consolidated Financial Statements		52
Financial Statement Schedules:
All schedules are omitted because they are not applicable or are insignificant, or the required information is shown in the consolidated financial statements or notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.
Denver, CO

We have audited the accompanying consolidated balance sheets of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2014, expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Denver, CO
February 25, 2014

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Janus Capital Group Inc.
Denver, CO

We have audited the internal control over financial reporting of Janus Capital Group Inc. and subsidiaries (the "Company") as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated financial statements as of and for the year ended December 31, 2013, of the Company, and our report dated February 25, 2014, expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Denver, CO
February 25, 2014

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MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Janus Capital Group Inc. ("JCG") management is responsible for establishing and maintaining adequate internal control over JCG's financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. JCG's internal control system was designed to provide reasonable assurance to JCG's management and board of directors regarding the preparation and fair presentation of published financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.

JCG management has assessed the effectiveness of JCG's internal controls over financial reporting as of December 31, 2013. In making this assessment, JCG management used the framework set forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (1992).

Based on the assessment using those criteria, JCG management believes that as of December 31, 2013, internal control over financial reporting is effective.

JCG's independent registered public accounting firm audited the financial statements included in the Annual Report on Form 10-K and has issued an audit report on management's assessment of JCG's internal control over financial reporting. This report appears on page 41 of this Annual Report on Form 10-K.

February 25, 2014

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JANUS CAPITAL GROUP INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in Millions, Except Share Data)

	December 31,

	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	344.5		$	387.0
Investment securities		485.5			350.5
Accounts receivable		108.8			100.2
Other current assets		52.0			50.7


Total current assets		990.8			888.4
Other assets:
Property and equipment, net		29.9			33.3
Intangible assets, net		1,230.1			1,242.3
Goodwill		488.2			488.2
Non-current assets		8.3			8.2


Total assets	$	2,747.3		$	2,660.4




LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4.1		$	3.7
Accrued compensation and benefits		122.7			91.2
Current portion of long-term debt		96.9			—
Other accrued liabilities		78.0			64.6


Total current liabilities		301.7			159.5
Other liabilities:
Long-term debt		447.7			545.1
Deferred income taxes, net		447.7			436.0
Non-current liabilities		32.4			41.8


Total liabilities		1,229.5			1,182.4


Commitments and contingencies (See Note 15)
Redeemable noncontrolling interests		7.3			42.9


Equity:
Preferred stock ($1.00 par, 10,000,000 shares authorized, none issued)		—			—
Common stock ($0.01 par, 1,000,000,000 shares authorized; 265,500,708 and 265,500,708 shares issued, respectively; 188,603,875 and 187,522,000 shares outstanding, respectively)		1.9			1.9
Retained earnings		1,496.0			1,415.4
Accumulated other comprehensive (loss) income		(1.1	)		0.6


Total JCG stockholders' equity		1,496.8			1,417.9
Noncontrolling interests		13.7			17.2


Total equity		1,510.5			1,435.1


Total liabilities and equity	$	2,747.3		$	2,660.4

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions, Except Per Share Data)

	For the year ended December 31,

	2013			2012			2011
Revenues:
Investment management fees	$	813.0		$	782.3		$	844.3
Performance fees		(82.2	)		(75.4	)		(11.7	)
Shareowner servicing fees and other		143.1			143.1			149.3


Total		873.9			850.0			981.9


Operating expenses:
Employee compensation and benefits		292.7			274.5			294.9
Long-term incentive compensation		63.1			66.7			63.0
Marketing and advertising		20.2			23.6			28.0
Distribution		125.7			126.8			141.7
Depreciation and amortization		28.7			38.5			33.3
General, administrative and occupancy		104.4			105.4			109.2


Total		634.8			635.5			670.1


Operating income		239.1			214.5			311.8
Interest expense		(41.1	)		(45.0	)		(51.0	)
Investment gains (losses), net		6.5			11.1			(21.9	)
Other income, net		4.5			3.2			3.8
Loss on early extinguishment of debt		(13.5	)		(7.2	)		(9.9	)


Income before taxes		195.5			176.6			232.8
Income tax provision		(73.3	)		(64.7	)		(79.4	)


Net income		122.2			111.9			153.4
Noncontrolling interests		(7.5	)		(9.6	)		(10.5	)


Net income attributable to JCG common shareholders	$	114.7		$	102.3		$	142.9




Earnings per share attributable to JCG common shareholders:
Basic	$	0.62		$	0.56		$	0.78
Diluted	$	0.62		$	0.55		$	0.78
Other comprehensive (loss) income, net of tax:
Net unrealized gain on available-for-sale securities	$	0.1		$	0.6		$	0.3
Amortization of net loss on cash flow hedge		—			—			0.1
Foreign currency gain (loss)		—			0.4			(1.1	)
Reclassification for items included in net income		(1.8	)		0.1			(1.4	)


Total other comprehensive (loss) income, net of tax		(1.7	)		1.1			(2.1	)


Comprehensive income		120.5			113.0			151.3
Comprehensive income attributable to noncontrolling interests		(7.5	)		(9.6	)		(10.5	)


Comprehensive income attributable to JCG common shareholders	$	113.0		$	103.4		$	140.8

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)

	For the year ended December 31,

	2013			2012			2011
CASH FLOWS PROVIDED BY (USED FOR):
Operating activities:
Net income	$	122.2		$	111.9		$	153.4
Adjustments to net income:
Depreciation and amortization		28.7			38.5			33.3
Deferred income taxes		2.1			11.2			2.3
Amortization of stock-based compensation		25.0			26.1			34.7
Investment (gains) losses, net		(6.5	)		(11.1	)		21.9
Loss on early extinguishment of debt		13.5			7.2			9.9
Amortization of debt discounts, premiums and deferred issuance costs		10.9			11.3			11.2
Payment of deferred commissions, net		(4.4	)		(5.1	)		(4.6	)
Other, net		(0.6	)		0.2			0.6
Changes in working capital items:
Accounts receivable		(7.9	)		(3.3	)		38.1
Other current assets		21.5			13.4			(12.6	)
Accounts payable and accrued compensation payable		23.2			13.1			(32.6	)
Other current and non-current liabilities		(3.6	)		(4.5	)		(31.0	)


Net operating activities		224.1			208.9			224.6


Investing activities:
Purchase of property and equipment		(7.6	)		(7.2	)		(7.3	)
Purchase of investment securities		(291.7	)		(131.0	)		(199.0	)
Proceeds from sales and maturities of investment securities		157.6			100.0			228.0


Net investing activities		(141.7	)		(38.2	)		21.7


Financing activities:
Proceeds from the issuance of stock warrants		10.5			—			—
Purchase of convertible note hedge		(16.1	)		—			—
Debt issuance costs		(4.8	)		—			(1.5	)
Repayment of long-term debt		(8.9	)		(65.8	)		(223.0	)
Purchase of noncontrolling interests		(34.1	)		(8.3	)		(0.8	)
Proceeds from stock option exercises and employee stock purchases		8.0			6.1			3.6
Proceeds from stock option issuances		—			4.9			—
Excess tax benefit from equity-based compensation		2.3			1.4			3.3
Repurchase of common stock		(33.4	)		(17.5	)		—
Distributions to noncontrolling interests		(5.9	)		(9.1	)		(12.1	)
Principal payments under capital lease obligations		(1.1	)		(1.0	)		(1.0	)
Dividends paid to JCG common shareholders		(39.8	)		(54.4	)		(28.0	)


Net financing activities		(123.3	)		(143.7	)		(259.5	)


Cash and cash equivalents:
Effect of exchange rate changes		(1.6	)		—			—


Net change		(42.5	)		27.0			(13.2	)
At beginning of year		387.0			360.0			373.2


At end of year	$	344.5		$	387.0		$	360.0




Supplemental cash flow information:
Cash paid for interest	$	31.0		$	33.0		$	41.3
Cash paid for income taxes	$	51.5		$	37.7		$	90.0

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Millions, Except Per Share Data)

			Common stock		Retained earnings			Accumulated other comprehensive income (loss)			Nonredeemable noncontrolling interests			Total equity

Balance at December 31, 2010	184.1		$	1.8	$	1,168.1		$	1.6		$	11.7		$	1,183.2
Net income						142.9						2.4			145.3
Other comprehensive loss									(2.1	)					(2.1	)
Amortization of stock-based compensation						24.9						4.5			29.4
Issuance and forfeitures of restricted stock awards, net	2.3			0.1											0.1
Stock option exercises and employee stock purchases	0.6			—		3.6									3.6
Changes in noncontrolling interests in consolidated investment products												22.1			22.1
Distributions to noncontrolling interests												(2.7	)		(2.7	)
Change in fair value of redeemable noncontrolling interests						0.3						0.4			0.7
Vesting of nonredeemable noncontrolling interests												(1.7	)		(1.7	)
Purchase of noncontrolling interests												(0.8	)		(0.8	)
Common stock dividends to JCG common shareholders						(28.0	)								(28.0	)


Balance at December 31, 2011	187.0			1.9		1,311.8			(0.5	)		35.9			1,349.1
Net income						102.3						2.1			104.4
Other comprehensive income									1.1						1.1
Amortization of stock-based compensation						27.9						4.6			32.5
Issuance and forfeitures of restricted stock awards, net	1.6			—								(5.0	)		(5.0	)
Stock option exercises and employee stock purchases	1.1			—		6.1									6.1
Stock option issuance						4.9									4.9
Changes in noncontrolling interests in consolidated investment products												(16.8	)		(16.8	)
Distributions to noncontrolling interests												(1.8	)		(1.8	)
Change in fair value of redeemable noncontrolling interests						34.3									34.3
Vesting of nonredeemable noncontrolling interests												(1.2	)		(1.2	)
Purchase of noncontrolling interests												(0.6	)		(0.6	)
Common stock repurchases	(2.2	)		—		(17.5	)								(17.5	)
Common stock dividends to JCG common shareholders						(54.4	)								(54.4	)


Balance at December 31, 2012	187.5			1.9		1,415.4			0.6			17.2			1,435.1
Net income						114.7						1.1			115.8
Other comprehensive loss									(1.7	)					(1.7	)
Amortization of stock-based compensation						22.2						2.1			24.3
Issuance and forfeitures of restricted stock awards, net	3.2			—											—
Stock option exercises and employee stock purchases	1.4			—		8.0									8.0
Convertible senior notes issuance						14.7									14.7
Extinguishment of convertible senior notes						(2.0	)								(2.0	)
Convertible note hedge issuance						(16.1	)								(16.1	)
Stock warrants issuance						10.5									10.5
Changes in noncontrolling interests in consolidated investment products												(3.6	)		(3.6	)
Distributions to noncontrolling interests												(1.6	)		(1.6	)
Change in fair value of redeemable noncontrolling interests						1.8									1.8
Vesting of nonredeemable noncontrolling interests												(1.2	)		(1.2	)
Purchase of noncontrolling interests												(0.3	)		(0.3	)
Common stock repurchases	(3.5	)		—		(33.4	)								(33.4	)
Common stock dividends to JCG common shareholders						(39.8	)								(39.8	)


Balance at December 31, 2013	188.6		$	1.9	$	1,496.0		$	(1.1	)	$	13.7		$	1,510.5

The accompanying notes are an integral part of these consolidated financial statements.

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JANUS CAPITAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE BUSINESS

Janus Capital Group Inc. and its subsidiaries (collectively, "JCG" or the "Company") derive revenue from providing investment management, administration, distribution and related services to financial advisors, individuals and institutional investors through mutual funds, other pooled investment vehicles, separate accounts and subadvised relationships (collectively referred to as "investment products") in both domestic and international markets. 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. Assets under management primarily consist of domestic and international equity and debt 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. A significant portion of JCG's revenue is derived from contracts to manage mutual funds, which are subject to annual review and approval by each fund's Board of Trustees or its shareholders, or both.

JCG's significant subsidiaries at December 31, 2013, include:

•: Janus Capital Management LLC ("Janus"), (wholly-owned subsidiary) — Janus offers growth and core equity, global and international equity as well as balanced and fixed income investment products.
•: INTECH Investment Management LLC ("INTECH"), (96.8% owned subsidiary) — INTECH offers risk-managed investment products that are based on a mathematical theorem which seeks to add value for clients by capitalizing on the volatility in stock price movements. INTECH's goal is to achieve long-term returns that outperform a specified benchmark index, while controlling risks and trading costs. INTECH manages and subadvises institutional and separate accounts and subadvises certain Janus mutual funds.
•: Perkins Investment Management LLC ("Perkins"), (99.6% owned subsidiary) — Perkins offers value-disciplined investment products, including small, mid and large cap and global value investment products. On February 3, 2014, JCG exercised its right to purchase the remaining 0.4% of Perkins. See Note 10 — Noncontrolling Interests for further discussion regarding the purchase of the remaining noncontrolling interest in Perkins.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include all majority-owned subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and

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expenses during the reporting period. Actual results could differ from those estimates and the differences could be material. JCG's significant estimates relate to investment securities, goodwill and intangible assets, equity compensation and income taxes.

Segment Information

The Company operates one business segment, its Investment Management operations.

Cash Equivalents

Short-term investments with an initial maturity of three months or less when purchased, including investments in money market funds, are considered cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation and amortization are recorded using the straight-line method over the estimated useful life of the related assets (or the lease term, if shorter). Depreciation and amortization expense totaled $11.2 million, $13.4 million and $14.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. Property and equipment is summarized as follows ( in millions ):

		December 31,

	Depreciation and amortization period	December 31,
	Depreciation and amortization period	2013			2012
Furniture, fixtures, computer equipment and software	3-7 years	$	199.3		$	191.9
Leasehold improvements	3-24 years		37.5			37.1


Subtotal			236.8			229.0
Less accumulated depreciation and amortization			(206.9	)		(195.7	)


Property and equipment, net		$	29.9		$	33.3

JCG evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation is based on an estimate of the future cash flows expected to result from the use of the asset and its eventual disposition. If expected future undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset. There were no impairments of long-lived assets for the years ended December 31, 2013, 2012 and 2011.

Purchased software is recorded at cost and amortized over its estimated useful life. Internal and external costs incurred in connection with developing or obtaining software for internal use are expensed as incurred during the preliminary project stage, as are training and maintenance costs. Internal and external costs incurred for internal use software during the application development stage are capitalized until such time that the software is substantially complete and ready for its intended use. Application development stage costs are amortized on a straight-line basis over the estimated useful life of the software.

Capitalized software costs totaled $8.3 million and $7.9 million at December 31, 2013 and 2012, respectively, and are presented within property and equipment, net on the Consolidated Balance Sheets.

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Deferred Commissions

Sales commissions paid to financial intermediaries on sales of certain mutual fund shares are deferred and amortized over various periods, not exceeding four years, based on the estimated recoverability of the asset through distribution fee payments or contingent deferred sales charges. Contingent deferred sales charges received from early redemptions reduce the unamortized deferred commissions balance. Amortization expense for the years ended December 31, 2013, 2012 and 2011, totaled $5.3 million, $5.6 million and $7.4 million, respectively.

Deferred commissions, which are recorded as components of other current assets and non-current assets on the Consolidated Balance Sheets, are summarized as follows ( in millions ):

	December 31,

	2013		2012
Deferred commissions — current	$	2.2	$	3.0
Deferred commissions — non-current		0.3		0.4


Total	$	2.5	$	3.4

Investment Securities

JCG classifies investment securities as trading, available-for-sale or held-to-maturity at the time of purchase and periodically re-evaluates such classifications. Trading securities are carried on JCG's Consolidated Balance Sheets at fair value and consist primarily of investments related to seeded investment products, investments in advised funds previously utilized for the economic hedging of mutual fund share awards and investments related to the economic hedging of deferred compensation.

Seeded Investment Products

JCG periodically adds new investment strategies to its investment product offerings by providing the initial cash investment or "seeding." The primary purpose of seeded investment products is to generate an investment performance track record in a product to attract third-party investors. JCG's initial investment in a new product represents 100% ownership in that product. Seeded investment products are initially consolidated and the individual securities within the portfolio are accounted for as trading securities. JCG consolidates such investment products as long as it holds a controlling interest in the investment product, defined as greater than 50% ownership.

Upon deconsolidation, JCG continues to account for its investments in seeded products as trading securities if its ownership is between 20% and 50%. JCG may redeem invested seed capital for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the given investment strategy. The length of time JCG holds a majority interest in a product varies based on a number of factors including, but not limited to, market demand, market conditions and investment performance. Changes in fair value of securities classified as trading are recognized in investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income.

The Company has determined that its seeded investment products do not represent variable interest entities. Seed investments are made largely in mutual funds, but may also be made in commingled pools and separate accounts. JCG has determined mutual funds to be voting interest entities rather than variable interest entities. Commingled pools are established as limited liability companies or partnerships, and as such, the Company applies partnership accounting rules. These rules dictate that a managing member or general partner would not consolidate an entity if the members or limited partners carry substantive kick-out rights. All of the Company's commingled pools carry

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substantive kick-out rights. Seed investments in separate accounts are 100% owned by JCG and are accounted for as trading securities.

Economic Hedging of Mutual Fund Share Awards and Deferred Compensation

JCG grants mutual fund share awards to employees that are indexed to certain funds managed by JCG. Upon vesting, participants receive the value of the mutual fund share awards adjusted for gains or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding. Historically, JCG made corresponding investments in JCG managed funds for purposes of economically hedging the mutual fund share awards. Effective January 2013, such corresponding investments are no longer made. The value of the investments in the JCG managed funds is a component of investment securities on JCG's Consolidated Balance Sheets.

The Company maintains deferred compensation plans for certain highly compensated employees and members of its Board of Directors. Eligible participants may defer a portion of their compensation and have the ability to earn a return by indexing their deferrals to mutual funds managed by the Company and its subsidiaries. The Company makes no contributions to the plan. To protect against market variability of the liability, the Company creates an economic hedge by investing in mutual funds that are consistent with the deferred amounts and mutual fund elections of the participants. Such investments remain assets of JCG. Changes in market value of the liability to participants are recognized as long-term incentive compensation in JCG's Consolidated Statements of Comprehensive Income and changes in the market value of the mutual fund securities are recognized in investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income.

Available-for-Sale Securities

Investment securities classified as available-for-sale consist of seeded investment products in which JCG holds a less than 20% interest and are carried on JCG's Consolidated Balance Sheets at fair value, and debt securities. The debt securities are classified as available-for-sale as JCG may not hold them to maturity. Changes in fair value are reflected as a component of other comprehensive (loss) income, net of tax on JCG's Consolidated Statements of Comprehensive Income until realized. Realized gains, losses and declines in fair value that are judged to be other-than-temporary are reflected as a component of investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income. Accumulated gains and losses are reclassified to earnings when the securities are sold on a first-in, first-out cost basis.

Held-to-Maturity Securities

Investment securities are classified as held-to-maturity when JCG has the intent and ability to hold the securities to maturity. Held-to-maturity securities are carried on JCG's Consolidated Balance Sheets at cost with corresponding interest income reflected as other income, net on JCG's Consolidated Statements of Comprehensive Income. Realized gains, losses and declines in fair value that are judged to be other-than-temporary are reflected as a component of investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income. There were no held-to-maturity securities on JCG's Consolidated Balance Sheets for the years ended December 31, 2013 and 2012.

Impairment Evaluation

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For debt securities, an other-than-temporary impairment ("OTTI") is evident if JCG intends to sell the debt security or will more likely than not be required to sell the debt security before full recovery of the entire amortized cost basis is realized. However, even if JCG does not intend to sell the debt security and will not likely be required to sell the debt security before recovery of its entire amortized cost basis, JCG must evaluate expected cash flows to be received and determine if a credit loss has occurred. In the event of a credit loss, the credit component of the impairment is recognized within investment gains (losses) on JCG's Consolidated Statements of Comprehensive Income and the noncredit component is recognized through other comprehensive (loss) income, net of tax on JCG's Consolidated Statements of Comprehensive Income.

For equity securities, JCG evaluates the securities in an unrealized loss position in the available-for-sale portfolio for OTTI on the basis of the duration of the decline in value of the security and severity of that decline as well as JCG's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in the market value. If it is determined that the impairment on an equity security is other than temporary, an impairment loss equal to the difference between the carrying value of the security and its fair value is recognized within investment gains (losses) on JCG's Consolidated Statements of Comprehensive Income. There were no impairments of investment securities for the years ended December 31, 2013, 2012 and 2011.

Derivative Instruments

The Company maintains an economic hedge program that uses derivative instruments to hedge against market volatility of its seed investments. Fluctuations in equity markets, debt markets and foreign currency markets are hedged by using index swaps, futures contracts and forward contracts, respectively. These derivative instruments are not classified as hedges for accounting purposes. The Company records all derivatives as either assets or liabilities on JCG's Consolidated Balance Sheets and measures those investments at fair value. Changes in the value of the index swaps and futures contracts are recognized as a component of investment gains (losses), net on JCG's Consolidated Statements of Comprehensive Income. Changes in the value of the foreign currency forward contracts are recognized as a component of other income, net on JCG's Consolidated Statements of Comprehensive Income.

Fair Value Measurements

Fair value of assets and liabilities is determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, JCG utilizes internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that JCG is valuing and the selected benchmark. Depending on the type of securities owned by JCG, other valuation methodologies may be required.

Measurements of fair value are classified within a hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The valuation hierarchy contains three levels:

•: Level 1 — Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets.

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•: Level 2 — Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured.
•: Level 3 — Valuation inputs are unobservable and significant to the fair value measurement.

JCG's Level 1 and Level 2 fair value measurements consist of debt securities with maturities of 90 days or less carried within cash and cash equivalents, exchange-traded equity and debt securities underlying separate accounts and consolidated mutual funds and shares of unconsolidated mutual funds, investments in mutual funds related to the economic hedging of mutual fund share awards and deferred compensation plans, derivative instruments and long-term debt. The fair value level of consolidated seeded investment products is determined by the underlying securities of the product while the fair value level of equity-method and unconsolidated seeded investment products are valued using the respective net asset value ("NAV") of each product. All seeded investment products that utilize the NAV to determine their fair value are classified as Level 1, and primarily represent seeded mutual funds where JCG's ownership level is under 50%.The majority of investment securities classified as Level 2 are debt securities with values derived from evaluated pricing by independent third-party providers. Short-term securities with maturities of 60 days or less are valued at amortized cost, which approximates market value and are also categorized as Level 2 in the hierarchy. The underlying securities of mutual funds and separate accounts may be denominated in a foreign currency and are traded on exchanges outside of the U.S. In some cases, the closing price of such securities may be adjusted to capture the effects of any post-closing activity impacting the markets in which they trade. These adjustments result in the securities being classified as Level 2 and may also result in movements of securities between Level 1 and Level 2.

JCG's Level 3 recurring fair value measurements primarily represent redeemable noncontrolling interests. Redeemable noncontrolling interests in INTECH are measured at fair value using a discounted cash flow methodology. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and terminal multiple of future cash flows. Redeemable noncontrolling interests in Perkins are measured by a contractual formula intended to represent fair value. See Note 6 — Fair Value Measurements for further discussion of the fair value of redeemable noncontrolling interests.

Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. JCG measures the fair value of goodwill and intangible assets using a discounted cash flow analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements of these assets and liabilities, such measurements have been classified as Level 3.

Income Taxes

Deferred income tax assets and liabilities are recorded for the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted income tax rates that may be in effect when these differences reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Significant management judgment is required in developing JCG's provision for income taxes, including the valuation allowances that might be required against deferred tax assets and the evaluation of various income tax contingencies.

The accounting guidance for uncertainty in income taxes sets forth a specific method for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The tax contingencies liability relates primarily to general state tax items and has been recorded in other liabilities and other accrued liabilities on JCG's Consolidated Balance Sheets, as appropriate.

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Taxing authorities generally charge interest and may assess penalties in the event that a tax position taken is subsequently reversed upon examination. JCG has accrued interest on its uncertain tax provisions based on the rates specified by the applicable taxing authorities and has recorded the interest as a component of the tax provision. At December 31, 2013, 2012 and 2011, $1.3 million, $2.2 million and $3.4 million, respectively, of accrued interest is included in the liability for tax contingencies. Any potential penalties associated with a tax contingency will also be included as a component of the tax provision in the period in which the assessment of a penalty becomes likely. JCG does not believe that it is subject to any penalties related to its tax contingencies and, therefore, has not accrued a liability for tax penalties.

In the event of an overpayment of income taxes, taxing authorities generally pay interest from the date of the overpayment. JCG records interest income from taxing authorities as a component of the income tax provision.

Goodwill and Intangible Assets, Net

Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired companies. JCG's identifiable intangible assets generally represent the cost of client relationships and mutual fund advisory contracts acquired as well as brand name and trademark. Goodwill and indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Intangible assets subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill and intangible assets require significant management estimates and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.

Noncontrolling Interests and Redeemable Noncontrolling Interests

Noncontrolling interests that are not subject to redemption rights are classified in permanent equity. Redeemable noncontrolling interests are classified outside of permanent equity on the Consolidated Balance Sheets and are measured at estimated fair value as of the balance sheet dates. Changes in fair value of redeemable noncontrolling interests are recognized as increases or decreases to redeemable noncontrolling interests with an offsetting charge to retained earnings. Certain of the INTECH and Perkins ownership interests granted to employees become subject to redemption rights upon vesting at which time such interests are reclassified to redeemable noncontrolling interests. Earnings attributable to noncontrolling interests that are and are not subject to redemption rights are combined in JCG's Consolidated Statements of Comprehensive Income. Acquisitions of entities in which JCG holds an existing controlling interest are treated as a reduction of noncontrolling interests or redeemable noncontrolling interests in an amount equal to the purchase price. See Note 10 — Noncontrolling Interests for further discussion of noncontrolling interests.

Revenue Recognition

Investment management and shareowner servicing fees are recognized as services are provided. These revenues are generally determined in accordance with contracts based upon a percentage of average assets under management.

Performance fee revenue is derived from certain mutual funds and separate accounts. Mutual fund performance fees represent an adjustment to the investment management fee of certain mutual funds and are based on the relative investment performance of each fund compared to a specific benchmark index. The adjustment is up to a positive or negative 15 basis points and is calculated using each fund's daily net average assets based on a trailing 36-month measurement period.

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Marketing

Marketing and promotional costs are generally expensed as incurred.

Stock-Based Compensation

Stock-based compensation cost is based on the grant date fair value of awards expected to vest at the end of the stated service period and consists of the total value of the awards less an estimate for forfeitures. The grant date fair value of stock options is determined using the Black-Scholes option pricing model, and the grant date fair value of restricted stock is determined from market price on date of grant. The Black-Scholes model requires management to estimate certain variables, including the lives of options from grant date to exercise date, the volatility of the underlying shares and future dividend rates.

JCG estimates, at the time of grant, the amount of awards that are not expected to vest based on historical forfeiture rates and subsequently records adjustments, as appropriate.

Other Income, Net

The components of other income, net for the years ended December 31, 2013, 2012 and 2011, are as follows ( in millions ):

	December 31,

	2013		2012			2011
Dividend income	$	3.8	$	2.3		$	2.5
Interest income		0.5		0.6			0.7
Foreign currency gains (losses), net		0.2		(1.6	)		0.2
Other, net		—		1.9			0.4


Total other income, net	$	4.5	$	3.2		$	3.8

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-01, "Balance Sheet: Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." This ASU amends ASU 2011-11, "Balance Sheet: Disclosures about Offsetting Assets and Liabilities" to clarify that the scope applies to derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions that are either offset in accordance with applicable accounting guidance or subject to master netting or similar arrangements. Other types of financial assets and liabilities subject to master netting or similar arrangements are not subject to the disclosure requirements in ASU 2011-11. The amendments were effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU did not have a material impact on JCG's consolidated financial statements; however, there is an impact related to the notes to the financial statements upon adoption in 2013.

In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASU requires an entity to disclose changes in accumulated other comprehensive income ("OCI") balances by

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component and disaggregate the total change between current period OCI and reclassification adjustments. For significant reclassifications out of accumulated OCI, an entity is required to identify each line item affected by the reclassification in the notes to the financial statements or on the statement where net income is presented. The ASU is effective for JCG's fiscal period beginning January 1, 2013. JCG adopted ASU No. 2013-02 on January 1, 2013, and added related disclosure in Note 13 — Accumulated Other Comprehensive (Loss) Income.

In July 2012, the FASB issued an update to the accounting guidance related to the testing of indefinite-lived intangible assets for impairment. Under the amended guidance, a reporting entity may elect to assess qualitative factors to determine if it is more likely than not that the fair value of the intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the currently required quantitative fair value assessment. The revised standard is effective for annual and interim indefinite-lived intangible asset impairment tests performed for the Company's fiscal year beginning January 1, 2013. The Company did not elect the qualitative method for testing its indefinite-lived intangible assets for impairment testing during 2013.

NOTE 4 — INVESTMENT SECURITIES

JCG's investment securities as of December 31, 2013 and 2012, are summarized as follows ( in millions ):

	December 31,

	2013		2012
Trading securities:
Seeded investment products	$	312.9	$	219.5
Investments in advised mutual funds		45.5		89.0
Investments related to deferred compensation plans		14.9		11.9


Total trading securities		373.3		320.4
Available-for-sale securities:
Seeded investment products		10.7		30.1
Debt securities		101.5		—


Total available-for-sale securities		112.2		30.1


Total investment securities	$	485.5	$	350.5

Trading Securities

At December 31, 2013, investments classified as trading securities included seeded investment products, investments in advised mutual funds and investments related to deferred compensation plans.

The Company recognized $23.6 million, $16.8 million and $(8.6) million of investment gains (losses) related to seeded investment products classified as trading securities that were still held as of December 31, 2013, 2012 and 2011, respectively.

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Available-for-Sale Securities

The following is a summary of the amortized cost, gross unrealized gains and losses, estimated fair value and carrying value of available-for-sale securities at December 31, 2013 and 2012 ( in millions ):

	December 31, 2013

	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value		Carrying value
Available-for-sale securities:
Debt securities	$	101.6	$	—	$	(0.1	)	$	101.5	$	101.5
Seeded investment products		9.9		0.9		(0.1	)		10.7		10.7


Total available-for-sale securities	$	111.5	$	0.9	$	(0.2	)	$	112.2	$	112.2

	December 31, 2012

	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value		Carrying value
Available-for-sale securities:
Seeded investment products	$	32.2	$	1.0	$	(3.1	)	$	30.1	$	30.1

The gross unrealized gains and losses on seeded investment products were recognized as a component of other comprehensive (loss) income, net of tax on the Consolidated Statements of Comprehensive Income. The Company reviewed the gross unrealized losses and determined that the losses were not other-than-temporary. No other-than-temporary impairment charges were recognized in 2013, 2012 and 2011.

Realized gains and losses related to the disposition of seeded investment products classified as available-for-sale securities were recognized within investment gains (losses), net on the Consolidated Statements of Comprehensive Income. The following is a summary of realized gains and losses upon disposition of seeded investment products classified as available-for-sale securities for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013			2012			2011
Realized gains	$	2.6		$	0.6		$	1.1
Realized losses		(2.1	)		(0.7	)		—


Net realized gains (losses)	$	0.5		$	(0.1	)	$	1.1

Derivative Instruments

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These instruments are not designated as hedges for accounting purposes. Changes in fair value of the index swaps and futures contracts are recognized in investment gains (losses), net on the Consolidated Statements of Comprehensive Income while changes in fair value of the foreign currency forward contracts are recognized in other income, net on the Consolidated Statements of Comprehensive Income.

Index swaps and foreign currency forward contracts are subject to a master netting agreement and their fair values are netted against associated cash collateral within cash and cash equivalents and other current assets on the Consolidated Balance Sheets. Futures contracts are subject to a separate master netting agreement with their fair values netted against their associated cash collateral amount within other current assets on the Consolidated Balance Sheets. The remaining cash collateral associated with the futures contracts is restricted. The following table presents gross and offsetting amounts for derivative instruments as of December 31, 2013 and 2012, respectively ( in millions ):

	December 31,

	2013			2012
Index swaps and forward contracts
Assets:
Cash collateral	$	4.8		$	2.1
Index swaps fair value		0.1			—
Liabilities:
Index swaps fair value		(1.5	)		—
Foreign exchange forward contracts fair value		(1.5	)		(0.2	)


Total liabilities		(3.0	)		(0.2	)


Net asset	$	1.9		$	1.9




Futures contracts
Assets:
Cash collateral	$	0.9		$	3.1
Futures contracts fair value		0.9			0.2


Total assets		1.8			3.3
Liabilities:
Futures contracts fair value		(0.4	)		(0.8	)


Net asset	$	1.4		$	2.5

The Company also held investments in put spread option contracts in 2012 that expired on December 31, 2012. The Company recognized $6.1 million and $1.9 million of investment losses related to the put spread option contracts for the year ended December 31, 2012 and 2011, respectively.

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JCG recognized the following net gains (losses) on hedged seed investments and net (losses) gains on associated index swaps and futures contracts for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013			2012			2011
Hedged seed investments classified as trading securities	$	31.8		$	11.5		$	(7.9	)
Hedged seed investments classified as available-for-sale securities		1.6			—			—


Total hedged seed investments		33.4			11.5			(7.9	)
Futures contracts		(20.7	)		(12.5	)		1.2
Index swaps		(16.7	)		—			—


Total	$	(4.0	)	$	(1.0	)	$	(6.7	)

JCG recognized the following net gains on hedged seed investments denominated in a foreign currency and net losses on associated foreign currency forward contracts for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013			2012		2011
Net gains (losses) in net income related to:
Translation gains	$	4.3		$	0.1	$	0.2
Foreign currency forward contracts		(4.3	)		—		(0.4	)


Total	$	—		$	0.1	$	(0.2	)

Investment Gains (Losses), Net

Investment gains (losses), net on the Consolidated Statements of Comprehensive Income comprised the following for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013			2012			2011
Seeded investment products	$	28.9		$	17.8		$	(10.0	)
Noncontrolling interest on seeded investment products		3.4			2.0			(1.4	)
Investments in advised mutual funds		8.5			8.6			(7.2	)
Index swaps and futures contracts		(37.4	)		(12.5	)		1.2
Economic hedge for deferred compensation plans		3.0			1.3			—
Put spread option contracts		—			(6.1	)		(1.9	)
Other		0.1			—			(2.6	)


Investment gains (losses), net	$	6.5		$	11.1		$	(21.9	)

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Purchases, Sales and Maturities

Cash flows related to investment securities for the years ended December 31, 2013, 2012 and 2011, are summarized as follows ( in millions ):

	December 31, 2013					December 31, 2012					December 31, 2011

	Purchases			Sales/ Maturities		Purchases			Sales/ Maturities		Purchases			Sales/ Maturities
Trading securities	$	(118.0	)	$	79.1	$	(108.9	)	$	80.7	$	(161.6	)	$	69.6
Available-for-sale securities		(103.5	)		47.0		(1.1	)		8.0		(0.5	)		38.5
Held-to-maturity securities		—			—		—			—		—			92.3
Derivative instruments:
Put spread option contracts		—			—		—			—		(8.0	)		—
Seed capital economic hedge		(70.2	)		31.5		(21.0	)		11.3		(28.9	)		27.6


Total cash flows	$	(291.7	)	$	157.6	$	(131.0	)	$	100.0	$	(199.0	)	$	228.0

NOTE 5 — GOODWILL AND INTANGIBLE ASSETS

JCG's goodwill and intangible assets are summarized below ( in millions ):

	December 31, 2012			Amortization			December 31, 2013

Indefinite-lived intangible assets:
Mutual fund advisory contracts	$	918.6		$	—		$	918.6
Brand name and trademark		270.6			—			270.6
Definite-lived intangible assets:
Client relationships		150.2			—			150.2
Accumulated amortization		(97.1	)		(12.2	)		(109.3	)


Net intangible assets	$	1,242.3		$	(12.2	)	$	1,230.1




Goodwill	$	488.2		$	—		$	488.2

The majority of goodwill and intangible assets were generated from the purchase of the noncontrolling interest of Janus and acquisitions of interests in INTECH and Perkins. Intangible assets acquired as a result of these transactions include brand name and trademark, mutual fund advisory contracts and client relationships.

Indefinite-lived intangible assets represent brand name, trademark and mutual fund advisory contracts.

Definite-lived intangible assets represent client relationships, which are amortized over their estimated lives of 12 years using the straight-line method. JCG recognizes an impairment charge equal to the unamortized value of the associated subadvised relationship when notification of termination is received. There were no intangible asset impairment charges recognized during the years ended December 31, 2013 and 2011. During the year ended December 31, 2012, the Company recognized $7.7 million of intangible asset impairment charges in amortization expense from the loss of JCG subadvised relationships.

Amortization expense was $12.2 million, $19.5 million and $11.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. Future amortization expense is expected to be $9.6 million in 2014, $7.7 million in 2015, $7.6 million in 2016, $7.6 million in 2017, $5.0 million in 2018 and $3.4 million thereafter.

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Impairment Testing

No impairment charges were recognized as a result of the October 2012 and 2011 tests of goodwill and indefinite-lived intangible assets.

NOTE 6 — FAIR VALUE MEASUREMENTS

The following table presents assets, liabilities and redeemable noncontrolling interests measured or disclosed at fair value on a recurring basis as of December 31, 2013 ( in millions ):

	Fair value measurements using:

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Cash equivalents	$	—	$	199.0	$	—	$	199.0
Futures contracts		—		0.5		—		0.5
Trading securities:
Seeded investment products		265.9		47.0		—		312.9
Investments in advised mutual funds		45.5		—		—		45.5
Investments related to deferred compensation plans		14.9		—		—		14.9
Available-for-sale securities:
Seeded investment products		10.7		—		—		10.7
Debt securities		—		101.5		—		101.5


Total investment securities		337.0		148.5		—		485.5


Total assets	$	337.0	$	348.0	$	—	$	685.0




Liabilities:
Current portion of long-term debt	$	—	$	101.3	$	—	$	101.3
Long-term debt		—		532.5		—		532.5
Index swaps		—		1.4		—		1.4
Foreign currency forward contracts		—		1.5		—		1.5


Total liabilities	$	—	$	636.7	$	—	$	636.7




Redeemable noncontrolling interests	$	—	$	—	$	7.3	$	7.3

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The following table presents assets, liabilities and redeemable noncontrolling interests measured or disclosed at fair value on a recurring basis as of December 31, 2012 ( in millions ):

	Fair value measurements using:

	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets:
Cash equivalents	$	—	$	250.1	$	—	$	250.1
Trading securities:
Seeded investment products		74.2		145.3		—		219.5
Investments in advised mutual funds		89.0		—		—		89.0
Investments related to deferred compensation plans		11.9		—		—		11.9
Available-for-sale securities:
Seeded investment products		7.5		22.6		—		30.1


Total investment securities		182.6		167.9		—		350.5


Total assets	$	182.6	$	418.0	$	—	$	600.6




Liabilities:
Long-term debt	$	—	$	618.3	$	—	$	618.3
Futures contracts		—		0.6		—		0.6
Foreign currency forward contracts		—		0.2		—		0.2


Total liabilities	$	—	$	619.1	$	—	$	619.1




Redeemable noncontrolling interests	$	—	$	—	$	42.9	$	42.9

JCG's Level 1 fair value measurements consist of trading securities and available-for-sale securities with quoted market prices in active markets. The majority of investment securities classified as Level 2 are debt securities with values derived from evaluated pricing by independent third-party providers. Short-term securities with maturities of 60 days or less are valued at amortized cost, which approximates market value, and are also categorized as Level 2 in the hierarchy. The underlying securities of mutual funds and separate accounts may be denominated in a foreign currency. In some cases, the closing price of such securities may be adjusted to capture the effects of any post-closing activity impacting the markets in which they trade. Security prices are adjusted based upon historical impacts for similar post-close activity. These adjustments result in the securities being classified as Level 2 and may also result in movements of securities between Level 1 and Level 2.

Transfers from Level 1 and Level 2 classifications for the years ended December 31, 2013 and 2012, are summarized as follows ( in millions ):

	December 31,

	2013		2012
Transfers from Level 1 to Level 2	$	—	$	15.1
Transfers from Level 2 to Level 1	$	12.7	$	0.3

An adjustment to foreign securities for subsequent fluctuations in active markets was not necessary at December 31, 2013, resulting in transfers from Level 2 to Level 1. Transfers are recognized at the end of each reporting period.

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JCG's Level 3 recurring fair value measurements primarily represent redeemable noncontrolling interests in INTECH and Perkins.

Redeemable noncontrolling interests in INTECH are measured at fair value on an annual basis, or more frequently if events or circumstances indicate that material change in the fair value of INTECH has occurred. The fair value of INTECH is determined using a discounted cash flow methodology with probability-weighted scenarios. Discounted cash flow analyses are prepared internally within JCG's finance organization by personnel with appropriate valuation experience and credentials. In preparing the analyses, JCG benchmarks valuation metrics such as multiples of earnings against recent market transactions of a similar size and nature to ensure that the estimates are reasonable. The analyses are reviewed by senior JCG finance personnel and JCG's Chief Financial Officer. The analyses are also reviewed by the holders of the noncontrolling interests in INTECH. If the valuation is agreed to by both JCG and the holders of noncontrolling interests, JCG utilizes the analyses to value the redeemable noncontrolling interests. If the holders of noncontrolling interests object to the analyses, a valuation is obtained from a third-party investment bank agreed upon by the interested parties. JCG has engaged a third-party investment bank for such valuation in the past and may do so again in the future.

Significant unobservable inputs related to the INTECH discounted cash flow analysis include forecasted operating results, discount rate and terminal multiple of forecasted earnings before interest expense, taxes, depreciation and amortization. Significant increases or decreases in the forecasted operating results and terminal multiple inputs in isolation would result in a significantly higher or lower fair value measurement, respectively. A significant increase or decrease in the discount rate input would result in a significantly lower or higher fair value measurement, respectively. The terminal multiple input for each scenario is influenced by the growth rate contained in the forecasted operating results. Generally, a change in the assumptions used for forecasted operating results is accompanied by a directionally similar change in the terminal multiple.

Redeemable noncontrolling interests in Perkins are measured by a contractual formula intended to represent fair value on a monthly basis. The contractual formula is prepared internally within JCG's finance organization and is reviewed by senior JCG finance personnel and JCG's Chief Financial Officer. The analyses are also reviewed by the holders of the noncontrolling interests in Perkins. In the event either party objects to the valuation determined by the contractual formula, a valuation is obtained from a third-party investment bank agreed upon by the interested parties. JCG has not engaged a third-party investment bank for such valuation in the past but may do so in the future.

Inputs to the Perkins contractual formula include trailing 12-month revenues of Perkins investment products and the relative performance of Perkins investment products as compared to benchmark indices. The contractual formula applies defined revenue multiples to trailing 12-month Perkins revenues to arrive at fair value; the revenue multiples are subject to increases if certain performance targets are met. Due to the contractual nature of the formula, the revenue and performance inputs are relationally independent. The revenue multiples used in the December 31, 2013 and 2012 valuations were 3.38x and 3.43x, respectively.

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The changes in fair value of JCG's recurring Level 3 fair value measurements for the years ended December 31, 2013 and 2012, are as follows ( in millions ):

	December 31,

	2013			2012
	Redeemable noncontrolling interests			Redeemable noncontrolling interests			Other investment securities
Beginning of year fair value	$	42.9		$	85.4		$	3.2
Distributions		(4.2	)		(7.3	)		—
Current earnings		3.0			5.6			—
Sale of investments		—			—			(3.2	)
Purchase of redeemable noncontrolling interests ⁽¹⁾		(33.8	)		(7.7	)		—
Vesting of noncontrolling interests		1.2			1.2			—
Change in fair value		(1.8	)		(34.3	)		—


End of year fair value	$	7.3		$	42.9		$	—

(1): Refer to Note 10 — Noncontrolling Interests for information regarding the redemption of certain Perkins ownership units.

NOTE 7 — DEBT

Debt at December 31, 2013 and 2012, consisted of the following ( in millions ):

	December 31, 2013						December 31, 2012

	Carrying value			Fair value			Carrying value		Fair value
6.119% Senior Notes due 2014	$	38.9		$	39.5		$	38.9	$	40.7
3.250% Convertible Senior Notes due 2014		58.0			61.8			154.0		176.0
6.700% Senior Notes due 2017		344.4			383.7			352.2		401.6
0.750% Convertible Senior Notes due 2018		103.3			148.8			—		—


Total		544.6			633.8			545.1		618.3


Less: Current maturities		(96.9	)		(101.3	)		—		—


Total long-term debt	$	447.7		$	532.5		$	545.1	$	618.3

Fair Value of Debt

The fair value of debt was determined using broker quotes and recent trading activity for each of the notes listed above, which are considered Level 2 inputs.

Partial Buyback of 6.700% Senior Notes and Loss on Early Extinguishment of Debt

On August 30, 2013, JCG repurchased on the open market $8.0 million aggregate principal amount of the Company's outstanding 6.70% Senior Notes due 2017 ("2017 Senior Notes") for $8.9 million in cash. JCG recognized a loss of $0.9 million on the repurchase.

Exchange of Convertible Senior Notes and Loss on Early Extinguishment of Debt

On June 14, 2013, JCG entered into separate, privately negotiated exchange agreements pursuant to which $110.0 million aggregate principal amount of JCG's existing 3.25% Convertible Senior Notes due 2014 ("2014 Convertible Notes") was exchanged for $116.6 million aggregate principal

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amount of newly-issued 0.75% Convertible Senior Notes due 2018 ("2018 Convertible Notes"). Immediately following the exchange, $60.0 million aggregate principal amount of existing 2014 Convertible Notes remained outstanding.

The non-cash exchange of the 2018 Convertible Notes for a portion of the 2014 Convertible Notes constituted an extinguishment of debt under applicable accounting guidance. As a result of the extinguishment, JCG recognized a $12.6 million loss on early extinguishment of debt related to the settlement of the liability component of the exchanged 2014 Convertible Notes, and a $2.0 million reduction in equity related to the retirement of the conversion feature of the exchanged 2014 Convertible Notes.

0.750% Convertible Senior Notes

The 2018 Convertible Notes pay interest semiannually at a rate of 0.75% per annum on January 15 and July 15 of each year, beginning on January 15, 2014, and will be convertible, under certain circumstances, into cash, shares of JCG common stock or a combination of cash and shares of JCG common stock, at the Company's election. The initial conversion rate of the 2018 Convertible Notes is 92.1 shares of JCG common stock per $1,000 principal amount of the 2018 Convertible Notes, which is equivalent to an initial conversion price of approximately $10.86 per share of common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of 25% relative to the $8.69 per share closing price of JCG's common stock on June 13, 2013, the date of pricing.

Holders may convert their 2018 Convertible Notes at their option prior to the close of business on the business day immediately preceding April 15, 2018, only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2013, if the last reported sale price of JCG's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2018 Convertible Notes for each day of such period is less than 98% of the product of the last reported sale price of JCG's common stock and the applicable conversion rate; or (3) upon the occurrence of specified corporate events. On or after April 15, 2018, until maturity, holders may convert their notes regardless of the preceding circumstances.

Because the 2018 Convertible Notes may be wholly or partially settled in cash, the liability and conversion feature components are required to be accounted for separately. The initial $102.0 million liability component was determined by discounting future contractual cash flows at a 3.5% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The liability component will accrete up to the face value of $116.6 million over the five-year expected term of the 2018 Convertible Notes through interest expense. The $14.6 million initial equity component was determined as the difference between the initial liability component and the face value of the 2018 Convertible Notes and was recorded as an adjustment to equity.

The 2018 Convertible Notes include an unamortized discount at December 31, 2013, of $13.3 million, which will be amortized over the remaining term. Interest expense related to the 2018 Convertible Notes includes interest on the outstanding principal balance as well as amortization of capitalized issuance costs and totaled $2.1 million for the year ended December 31, 2013.

Convertible Note Hedge and Warrant Transactions

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The convertible note hedge and warrant transactions consist of two separate instruments: purchased call options and the sale of warrants. The call options represent the same number of shares of JCG's common stock underlying the 2018 Convertible Notes with a strike price of $10.86 per share of common stock, which is equal to the conversion price of the 2018 Convertible Notes. The call options cost $16.1 million. To offset the cost of the call options, JCG sold warrants to the counterparty of the call options for the same number of shares of JCG's common stock underlying the 2018 Convertible Notes with an exercise price of $12.60 per share of common stock. The proceeds from the sale of the warrants totaled $10.5 million. The call options and warrants may be settled in cash or stock at JCG's election and are indexed to JCG's equity. Accordingly, the Company recorded the $5.6 million net cost of the instruments as a reduction in equity and will not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements.

Loss on Early Extinguishment of Debt

On March 20, 2012, JCG completed a debt tender in which $59.4 million aggregate principal amount of the Company's outstanding 6.119% Senior Notes due 2014 ("2014 Senior Notes") and 2017 Senior Notes was repurchased with cash on hand. JCG recognized a $7.2 million loss on early extinguishment of debt related to the repurchase of these notes.

During the fourth quarter 2010, JCG exercised its redemption right on the $120.9 million carrying value of its 6.250% Senior Notes and retired the notes on January 14, 2011. Under the terms of the redemption, JCG was required to pay the principal and the present value of the interest that would have been paid if the debt remained outstanding through scheduled maturity. As a result, JCG recognized a $9.9 million loss on early extinguishment of debt in the first quarter 2011.

3.250% Convertible Senior Notes Due 2014

In July 2009, JCG issued $170.0 million of 2014 Convertible Notes, which pay interest at 3.25% semiannually on July 15 and January 15 of each year and mature on July 15, 2014, unless earlier converted. As discussed above, $110.0 million aggregate principal amount of the 2014 Convertible Notes was exchanged for the 2018 Convertible Notes, leaving $60.0 million aggregate principal amount of 2014 Convertible Notes outstanding. The 2014 Convertible Notes are convertible under certain circumstances into cash, shares of JCG common stock or a combination of cash and shares of JCG common stock, at JCG's election. The holders of the 2014 Convertible Notes have the right to require JCG to repurchase their notes for cash under certain circumstances. The original conversion rate of 71.3 shares of JCG common stock per $1,000 principal amount of 2014 Convertible Notes was most recently adjusted during the fourth quarter 2013 when JCG paid a quarterly cash dividend of $0.07 per share. As a result of the quarterly cash dividend paid on November 22, 2013, the conversion rate changed to 75.9 shares of JCG common stock per $1,000 principal amount of 2014 Convertible Notes, equivalent to a conversion price of approximately $13.17 per share of common stock. JCG is required to continue to adjust the conversion rate to the extent there are future dividend payments above $0.04 per share on an annual basis. The 2014 Convertible Notes are not callable by JCG. During the second quarter 2013, JCG derecognized $7.4 million and $0.6 million of unamortized debt discount and capitalized issuance costs, respectively, in conjunction with the exchange of $110.0 million aggregate principal amount of the 2014 Convertible Notes discussed above.

The 2014 Convertible Notes include an unamortized discount at December 31, 2013 and 2012, of $2.1 million and $16.0 million, respectively. The $2.1 million balance at December 31, 2013, will be amortized over the remaining term. Interest expense related to the 2014 Convertible Notes includes interest on the outstanding principal balance as well as amortization of capitalized issuance costs and totaled $10.7 million, $15.5 million and $14.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

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Holders may convert their notes at their option prior to the close of business on the business day immediately preceding April 15, 2014, only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2009, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; or (2) upon the occurrence of other specified events. On or after April 15, 2014, until maturity, holders may convert their notes regardless of the preceding circumstances. As of December 31, 2013, the conversion criteria of the 2014 Convertible Notes have not been satisfied.

Because the 2014 Convertible Notes may be wholly or partially settled in cash, the liability and conversion feature components are required to be accounted for separately. The $125.7 million initial debt component was determined by discounting future contractual cash flows at a 10.0% rate, which is consistent with the estimated market rate at the time of issuance for similar senior notes with no conversion option. The debt component will accrete up to the face value over the five-year expected term through interest expense. The $44.3 million (or $27.9 million, net of deferred taxes) initial equity component was determined using the difference between the proceeds and the debt component. The fair value of the 2014 Convertible Notes in the above table is based on the outstanding principal balance, while the carrying value represents the outstanding principal balance exclusive of the unamortized discounts.

Change of Control and Rating Downgrade Covenant

If the Company experiences a change of control, and in connection therewith, the 2017 Senior Notes become rated below investment grade by Standard & Poor's ("S&P") Rating Service and Moody's Investors Service, Inc. ("Moody's"), JCG must offer to repurchase the 2017 Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the repurchase date.

Interest Rate Adjustment Covenant

The 2014 Senior Notes and 2017 Senior Notes are subject to 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 from Baa3 or by S&P from BBB-, up to a maximum increase of 200 basis points. If the interest rate has been adjusted upward as a result of either Moody's or S&P decreasing its rating, then for each level of a subsequent rating increase, the interest payable will be decreased by 25 basis points, but in no event to a rate less than the interest rate payable on the date of issuance of the respective notes. The interest rate adjustment covenant will permanently terminate if the Company's debt ratings increase to Baa2 (or higher) by Moody's and BBB (or higher) by S&P, with a stable or positive outlook regardless of any subsequent decrease in the ratings by either or both rating agencies. S&P increased JCG's credit rating to BBB- on January 10, 2011, resulting in a 25 basis point decrease in the interest rates payable on the 2014 Senior Notes and 2017 Senior Notes. On January 9, 2013, S&P reaffirmed JCG's credit rating of BBB- and revised its outlook from stable to negative. On May 17, 2013, Moody's reaffirmed JCG's credit rating of Baa3, with a stable outlook.

Credit Facility

At December 31, 2013, JCG had a $200 million, unsecured, revolving credit facility (the "Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender. Under the Credit Facility, JCG's financing leverage ratio cannot exceed 3.00x, and its interest coverage ratio must equal or exceed 4.00x. At December 31, 2013, JCG was in compliance with all covenants and there were no borrowings under the Credit Facility. The Credit Facility has a maturity date of November 23, 2018.

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For the year ended December 31, 2013, JCG incurred $1.9 million of issuance costs related to the Credit Facility which are being amortized to interest expense over the remaining term of the Credit Facility.

Aggregate Maturities of Indebtedness

The aggregate amounts of debt maturing or callable in the next five years are as follows ( in millions ):


2014	$	98.9
2015		—
2016		—
2017		344.7
2018		116.6
Thereafter		—


Total	$	560.2

As of December 31, 2013, JCG has $101.5 million invested in debt securities that mature in 2014. JCG intends to use the proceeds from the investments in debt securities to pay the principal balance of the 2014 Senior Notes and 2014 Convertible Notes.

NOTE 8 — INCOME TAXES

JCG's components of income before taxes for the years ended December 31, 2013, 2012 and 2011, are as follows ( in millions ):

	December 31,

	2013		2012		2011
Domestic	$	180.8	$	163.7	$	218.4
International		14.7		12.9		14.4


Total	$	195.5	$	176.6	$	232.8

JCG's provision for income taxes for the years ended December 31, 2013, 2012 and 2011, is summarized as follows ( in millions ):

	December 31,

	2013		2012		2011
Current:
Federal	$	61.1	$	46.9	$	69.6
State and local		6.4		3.8		3.3
International		3.7		2.8		4.2


Total current		71.2		53.5		77.1


Deferred:
Federal		2.1		10.4		2.2
State and local		—		0.8		0.1


Total deferred		2.1		11.2		2.3


Total income tax provision	$	73.3	$	64.7	$	79.4

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JCG's deferred income tax assets (liabilities) as of December 31, 2013 and 2012, are summarized as follows ( in millions ):

	December 31,

	2013			2012
Income tax assets:
Compensation and benefits	$	60.8		$	59.8
Accrued liabilities		3.1			3.4
Investments		1.2			—
Other		9.5			15.0


Deferred tax assets		74.6			78.2


Income tax liabilities:
Intangible assets		(476.7	)		(465.7	)
Investments		—			(4.4	)
Debt discounts and issue costs		(0.7	)		(5.8	)
Other		(11.7	)		(15.6	)


Deferred tax liabilities		(489.1	)		(491.5	)


Net deferred income tax liabilities	$	(414.5	)	$	(413.3	)

The current deferred income tax amounts at December 31, 2013 and 2012, are included within other current assets on JCG's Consolidated Balance Sheets. Deferred tax assets and liabilities are reflected on JCG's Consolidated Balance Sheets as follows ( in millions ):

	December 31,

	2013			2012
Current deferred income tax asset	$	33.2		$	22.7
Non-current deferred income tax liability		(447.7	)		(436.0	)


Net deferred income tax liabilities	$	(414.5	)	$	(413.3	)

JCG's effective income tax rate differs from the statutory federal income tax rate for the years ended December 31, 2013, 2012 and 2011, as follows:

	December 31,

	2013			2012			2011
Federal statutory rate		35.0	%		35.0	%		35.0	%
State and local tax rate, net of federal benefit		2.3			2.3			2.3
Noncontrolling interests		(1.4	)		(2.0	)		(1.7	)
Tax adjustments		(0.8	)		(1.0	)		(1.9	)
Equity based compensation		2.5			2.4			0.3
Other		(0.1	)		(0.1	)		0.1


Total effective income tax rate		37.5	%		36.6	%		34.1	%

The accounting guidance for uncertainty in income taxes sets forth a specific method for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The tax contingencies liability relates primarily to general state tax items and has been recorded in non-current liabilities and other accrued liabilities on JCG's Consolidated Balance Sheets, as appropriate.

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A reconciliation of the beginning and ending liability is as follows ( in millions ):

	December 31,

	2013			2012			2011
Beginning of year	$	5.9		$	7.4		$	9.2
Additions for tax positions of current year		1.0			0.9			0.8
Additions for tax positions of prior years		—			0.4			0.5
Reduction due to statute expirations		(0.9	)		(1.5	)		(3.1	)
Reduction due to settlement of audits		(0.4	)		(1.3	)		—


End of year	$	5.6		$	5.9		$	7.4

A deferred tax asset of $1.9 million is associated with the tax contingencies liability at December 31, 2013. If the tax contingencies liability and related deferred tax asset are reversed in future periods, the income tax provision would be favorably impacted by $3.7 million. As of December 31, 2013, JCG had $5.6 million of accrued reserves for income tax contingencies. JCG decreased its income tax contingency reserves in 2013 by $1.3 million as a result of the expiration of statutes of limitations and audit settlements, creating a net tax benefit of $0.8 million. JCG anticipates that its income tax contingency reserves will decrease by approximately $1.6 million in the next 12 months primarily from the expiration of statutes of limitations and the resolution of audits. Accrued reserves for income tax contingencies are presented in other accrued liabilities on JCG's Consolidated Balance Sheets.

Tax returns filed in previous years are subject to audit by various federal, state and international taxing authorities, and as a result of such audits, additional tax assessments may be proposed. As of December 31, 2013, tax years from 2002 and forward remain subject to audit.

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NOTE 9 — OTHER BALANCE SHEET CAPTIONS

Other current assets are composed of the following ( in millions ):

	December 31,

	2013		2012
Deferred commissions	$	2.2	$	3.0
Prepaid insurance		3.0		3.0
Prepaid information technology maintenance		3.2		3.5
Deferred income taxes		33.2		22.7
Income tax receivable		—		3.5
Other current assets		10.4		15.0


Total other current assets	$	52.0	$	50.7

Other accrued liabilities are composed of the following ( in millions ):

	December 31,

	2013		2012
Accrued marketing and distribution	$	14.6	$	15.5
Income tax contingencies		2.5		3.0
Deferred compensation liability		31.6		32.9
Interest payable		2.9		4.1
Income tax payable		16.7		—
Other accrued liabilities		9.7		9.1


Total other accrued liabilities	$	78.0	$	64.6

NOTE 10 — NONCONTROLLING INTERESTS

Noncontrolling interests in net income consist of the following ( in millions ):

	December 31,

	2013		2012		2011
Nonredeemable noncontrolling interests in subsidiaries	$	1.1	$	2.1	$	2.4
Nonredeemable noncontrolling interests in consolidated seeded investment products		3.4		2.0		(1.4	)
Redeemable noncontrolling interests in subsidiaries		3.0		5.5		9.5


Total noncontrolling interests in net income	$	7.5	$	9.6	$	10.5

Nonredeemable Noncontrolling Interests

Noncontrolling interests that are not subject to redemption rights include employee ownership interests in two of JCG's subsidiaries, INTECH and Perkins, and third-party investors' ownership in consolidated seeded investment products. Certain of the Perkins ownership interests granted to employees became subject to redemption rights upon vesting in the first quarter 2013 at which time such interests were reclassified to redeemable noncontrolling interests.

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Nonredeemable noncontrolling interests as of December 31, 2013 and 2012, are summarized as follows ( in millions ):

	December 31,

	2013		2012
Nonredeemable noncontrolling interests in consolidated seeded investment products	$	8.8	$	12.4
Nonredeemable noncontrolling interests in subsidiaries		4.9		4.8


Total nonredeemable noncontrolling interests	$	13.7	$	17.2

Changes in noncontrolling interests in consolidated seeded investment products were driven by two factors: changes in the market value of the underlying seeded investment products and changes in ownership of the underlying seeded investment products.

The following table presents a rollforward of noncontrolling interests in consolidated seed investment products ( in millions ):

	December 31,

	2013			2012			2011
Beginning of year balance	$	12.4		$	29.2		$	7.1
Change in market value		3.4			2.0			(1.5	)
Change in ownership		(7.0	)		(18.8	)		23.6


End of year balance	$	8.8		$	12.4		$	29.2

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests consist of INTECH and Perkins interests that are currently redeemable. Also included are undistributed earnings due to the redeemable noncontrolling interests. As of December 31, 2013 and 2012, redeemable noncontrolling interests are summarized as follows ( in millions ):

	December 31,

	2013		2012
Redeemable noncontrolling interest in subsidiaries	$	5.9	$	40.1
Undistributed earnings		1.4		2.8


Total redeemable noncontrolling interests	$	7.3	$	42.9

INTECH

Perkins

Perkins noncontrolling interests subject to redemption rights had an estimated fair value of approximately $0.6 million and $35.3 million as of December 31, 2013 and 2012, respectively.

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NOTE 11 — LONG-TERM INCENTIVE COMPENSATION

The components of JCG's long-term incentive compensation expense for the years ended December 31, 2013, 2012 and 2011, are summarized as follows ( in millions ):

	December 31,

	2013		2012			2011
Stock options	$	3.1	$	6.6		$	7.1
Restricted stock awards		20.5		19.6			21.2
Price-vesting units		0.4		0.6			—
Mutual fund share awards		38.3		41.3			29.2
Perkins senior profits interests		0.7		(1.6	)		5.3
Employee stock purchase plan		0.1		0.2			0.2


Total long-term incentive compensation	$	63.1	$	66.7		$	63.0

Compensation cost associated with restricted stock includes $2.4 million, $(1.4) million and $3.5 million of amortization of INTECH interests granted to certain key employees of INTECH for the years ended December 31, 2013, 2012 and 2011, respectively. During the year ended December 31, 2012, compensation cost associated with restricted stock includes $3.6 million of amortization of INTECH interests and a $5.0 million benefit related to a restricted stock forfeiture as a result of the departure of a former INTECH executive. Compensation cost classified within restricted stock also includes $1.2 million of amortization of Perkins ownership interests granted to a Perkins employee for the years ended December 31, 2012 and 2011. There was no amortization of Perkins ownership interests in 2013.

Historical long-term incentive awards have been granted with ratable vesting schedules between three and five years. The awards granted in 2013, 2012 and 2011 were generally granted with a four-year ratable vesting schedule and are generally not subject to accelerated vesting. INTECH also granted $3.1 million and $2.7 million of ownership interests to its employees in 2012 and 2011, respectively, which generally vest and will be recognized over a four-year period.

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At December 31, 2013, unrecognized compensation, net of estimated forfeitures and excluding mark-to-market adjustments on mutual fund share awards, and the weighted-average number of years over which the compensation cost will be recognized are summarized as follows ( in millions ):

	Unrecognized compensation

Stock options	$	0.7	1.7
Restricted stock awards		45.9	2.7
Mutual fund share awards		56.2	2.6


Total	$	102.8	2.6

Unrecognized INTECH interests included in restricted stock awards in the table above totaled $4.3 million and will be recognized over a weighted-average period of 3.7 years.

JCG generally grants annual long-term incentive awards in February of each year. The 2014 annual grant, not included in the table above, totaled $53.7 million and will generally be recognized ratably over a four-year period. The 2014 annual grant is not subject to performance-based accelerated vesting.

Stock Options

Stock options were granted to employees in 2013 and 2012. There were no stock options granted to employees in 2011 or in the 2014 annual grant.

The fair value of stock options granted to JCG employees in 2013 and 2012 was estimated on the date of each grant using the Black-Scholes option pricing model with the following assumptions:

Assumptions

Dividend yield	2.47	%	2.33	%
Expected volatility	64	%	66	%
Risk-free interest rate	0.84	%	0.71	%
Expected life	5 years		5 years

Expected volatility was determined using an average of JCG's historical volatility and industry and market averages, as appropriate. Expected life was determined using employee termination rates and vesting periods of each grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of each grant. Stock options granted prior to February 2006 have a maximum contractual term of 10 years, and options granted thereafter have a maximum contractual term of seven years.

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The table below summarizes JCG's outstanding options:

	2013					2012					2011

	Shares			Weighted- average exercise price		Shares			Weighted- average exercise price		Shares			Weighted- average exercise price
Outstanding at January 1		12,773,178		$	14.56		15,000,904		$	14.44		16,156,404		$	14.32
Granted		45,455			9.77		151,515			8.57		—			—
Exercised		(1,341,502	)		5.32		(953,590	)		5.35		(473,312	)		5.58
Forfeited		(57,218	)		11.78		(158,003	)		7.15		(217,051	)		7.54
Expired		(2,434,351	)		18.33		(1,267,648	)		20.26		(465,137	)		22.47


Outstanding at December 31		8,985,562			14.91		12,773,178			14.56		15,000,904			14.44




Exercisable ⁽¹⁾		3,215,356		$	7.80		2,139,710		$	5.32		1,954,233		$	5.32




Vested or expected to vest		8,984,974		$	14.91		12,754,883		$	14.56		14,028,905		$	14.94




Weighted-average fair value of options granted during the year	$	4.40				$	3.96				$	—




Intrinsic value of options at December 31 ( in millions ):
Exercised	$	5.1				$	3.3				$	2.8




Outstanding	$	15.5				$	10.6				$	4.3




Exercisable	$	14.7				$	6.8				$	1.9

⁽¹⁾: The number of exercisable options represents instruments for which all vesting criteria have been satisfied and whose exercise price was below the closing price of the Company's common stock as of the end of the period. Options outstanding for which all vesting criteria have been satisified but whose exercise price was above the closing price of the Company's common stock were 5.2 million, 8.4 million, and 9.2 million as of December 31, 2013, 2012 and 2011, respectively.

The following table summarizes the information about stock options that were outstanding at December 31, 2013:

	Outstanding						Exercisable

Range of exercise prices	Number outstanding		Weighted- average remaining contractual life (years)		Weighted- average exercise price		Number exercisable		Weighted- average remaining contractual life (years)		Weighted- average exercise price
$5 to $15		4,492,269		2.40	$	9.28		3,215,356		2.51	$	7.80
$15 to $25		3,121,689		0.18		17.47		—		—		—
$25 to $28		1,371,604		1.09		27.54		—		—		—


$5 to $28		8,985,562		1.43		14.91		3,215,356		2.51		7.80

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Restricted Stock Awards

The table below summarizes unvested restricted stock awards for the years ended December 31, 2013, 2012 and 2011:

	2013					2012					2011

	Shares			Weighted- average grant-date fair value		Shares			Weighted- average grant-date fair value		Shares			Weighted- average grant-date fair value
Unvested at January 1		4,656,396		$	9.55		4,700,134		$	9.90		3,710,792		$	9.64
Granted		3,614,397			9.61		1,853,405			8.45		2,523,901			11.58
Vested		(2,100,456	)		9.07		(1,672,966	)		9.33		(1,345,896	)		12.23
Forfeited		(332,047	)		10.51		(224,177	)		10.46		(188,663	)		10.87


Unvested at December 31		5,838,290			9.71		4,656,396			9.55		4,700,134			9.90

The total fair value of restricted stock that vested during the years ended December 31, 2013, 2012 and 2011, was $20.0 million, $13.2 million and $16.4 million, respectively.

Price-Vesting Units

JCG granted 249,100 price-vesting units to its Chief Executive Officer on December 30, 2011, totaling $1.2 million. These price-vesting units comprise two tranches of $0.6 million each. The first tranche is subject to a stock price hurdle representing a 27% premium over the $6.31 closing price of the Company's common stock on the date of grant, and the second tranche is subject to a stock price hurdle representing a 58% premium over the same closing price. Both tranches vest ratably over a four-year service period. To achieve each price hurdle, the Company's common stock must close at or above the prescribed price for 20 consecutive trading days at any time during the service period of the award. The units only vest if both the price hurdle and the service conditions are met. The stock price hurdle associated with the first tranche was achieved in 2012 and 29,400 units vested in 2012 and 2013. The stock price hurdle associated with the second tranche was achieved in December 2013 and 65,750 units vested. The price-vesting units award is required to be amortized using the graded-vesting method due to the underlying market conditions as represented by the stock price hurdles. In addition, the expense will be recognized irrespective of achieving the price hurdles provided service conditions are satisfied.

JCG granted 89,933 price-vesting units to its Chief Executive Officer on December 31, 2013, totaling $1.2 million. These price-vesting units may or may not vest, in whole or in part, three years after the date of grant, depending on JCG's three-year operating profit margin performance during the vesting period. If JCG's three-year operating margin performance is less than or equal to 27%, none of the shares will vest. Alternatively, if JCG's three-year operating margin performance equals 31%, 100% of the shares will vest. If JCG's three-year operating margin performance is greater than or equal to 35%, 200% of the shares will vest. All intermediate amounts between 27%, 31% and 35% will be interpolated on a straight-line basis.

Mutual Fund Share Awards

During 2013, 2012 and 2011, JCG granted employees $38.1 million, $39.8 million and $36.4 million, respectively, in awards that are indexed to certain mutual funds managed by the Company. The 2013 grant includes $16.0 million of performance-based mutual fund share awards. The performance-based mutual fund share awards vest five years after the grant date if certain performance fee criteria are achieved. Upon vesting, participants receive the value of the award

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adjusted for gains or losses attributable to the mutual funds to which the award was indexed, subject to tax withholding.

At December 31, 2013, the cost basis of unvested awards totaled $81.9 million.

Perkins Senior Profits Interests Awards

On December 31, 2008, Perkins granted senior profits interests awards designed to retain and incentivize key employees to grow the business. These awards vest on the fifth anniversary of grant and are entitled to a total of 5% of Perkins' annual taxable income. In addition, these awards have a formula-driven terminal value based on revenue and relative investment performance of products managed by Perkins. JCG can call and terminate any or all of the awards on the fifth, seventh or each subsequent anniversary of grant. JCG did not exercise its right to call on the fifth anniversary. Participants can require JCG to terminate the awards in exchange for the then-applicable formula price on the sixth anniversary of grant. The senior profits interests awards are also subject to termination at premiums or discounts to the formula at the option of JCG or the relevant employee, as applicable, upon certain corporate or employment-related events affecting Perkins or the relevant employee. As of December 31, 2013, the liability associated with the Perkins senior profits interests awards was $18.3 million (including undistributed earnings) included within accrued compensation and benefits on JCG's Consolidated Balance Sheets, and 100% of the awards have been amortized.

On November 18, 2013, Perkins granted additional senior profits interests awards which fully vest on December 31, 2018 and are entitled to a total of 10% of Perkins' annual taxable income. The entitlement to a percentage of Perkins' annual taxable income over the vesting period is tiered and starts at 2% in 2015 and increases 2% each year thereafter until reaching 10% after fully vesting on December 31, 2018. In addition, these awards have a formula-driven terminal value based on Perkins' revenue. JCG can call and terminate any or all of the awards on December 31, 2018 and each year thereafter. Holders of such interests can require JCG to purchase the interests in exchange for the then-applicable formula price on December 31, 2018. The senior profits interests are also subject to termination at premiums or discounts to the formula at the option of JCG or certain employees, as applicable, upon certain corporate or employment-related events affecting Perkins or certain employees. As of December 31, 2013, the formula driven value was zero and there was no liability on JCG's Consolidated Balance Sheets associated with the Perkins senior profits interests awards granted in 2013.

Long-Term Incentive Stock Plans

On May 10, 2005, JCG shareholders approved the 2005 Long-Term Incentive Stock Plan ("2005 Plan"), which allowed the Board of Directors to grant up to 15.0 million shares of equity-based awards, including stock options and restricted stock. Subsequent to the 2014 annual grant in January, approximately 2.0 million shares of equity-based awards are available to be granted under the 2005 Plan. On April 29, 2010, JCG shareholders approved the 2010 Long-Term Incentive Stock Plan ("2010 Plan"), which allows JCG to grant up to 4.4 million shares of equity-based awards, including stock options and restricted stock. On April 26, 2012, JCG shareholders approved an amendment to the 2010 Plan to increase the number of shares available to grant by 9.0 million shares for a total of 13.4 million shares of equity-based awards available to grant under the 2010 Plan. Subsequent to the 2014 annual grant in January, approximately 3.0 million shares of equity-based awards are available to be granted under the 2010 Plan.

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NOTE 12 — EMPLOYEE BENEFIT PLANS

Substantially all full-time employees of JCG are eligible to participate in a company-sponsored 401(k), Employee Stock Ownership Plan ("ESOP") and profit-sharing plan (collectively, the "401(k) Plan"). During the years ended December 31, 2013, 2012 and 2011, JCG matched a maximum of 3% of employee eligible compensation in the 401(k) Plan. Effective January 2014, JCG increased the maximum match to 4% of employee eligible compensation. Contributions to the ESOP and the profit-sharing components of the 401(k) Plan are made at the discretion of the Board of Directors' Compensation Committee. There were no contributions made to the ESOP and profit-sharing plans for 2013 or 2012. Participants vest ratably in the ESOP and profit-sharing contributions over a five-year period. Expenses related to the 401(k) Plan were $4.7 million, $4.1 million and $6.3 million in 2013, 2012 and 2011, respectively.

The Company also maintains deferred compensation plans for certain highly compensated employees and members of its Board of Directors. At December 31, 2013 and 2012, the fair value of investments related to deferred compensation plans totaled $14.9 million and $11.9 million, respectively. See Note 2 — Summary of Significant Accounting Policies for a further discussion of the Company's deferred compensation plans.

NOTE 13 — ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Changes in accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2013 and 2012, are as follows ( in millions ):

	December 31,

	2013									2012
	Unrealized gains (losses) on available-for-sale securities			Foreign currency losses			Total			Unrealized gains (losses) on available-for-sale securities		Foreign currency gains			Total
Beginning balance	$	1.4		$	(0.8	)	$	0.6		$	0.7	$	(1.2	)	$	(0.5	)
Other comprehensive gain before reclassifications		0.1			—			0.1			0.6		0.4			1.0
Amounts reclassified from accumulated other comprehensive (loss) income to:
Investment gains (losses), net		(0.3	)		—			(0.3	)		0.1		—			0.1
Other income, net		—			(1.5	)		(1.5	)		—		—			—


Net current year other comprehensive (loss) income		(0.2	)		(1.5	)		(1.7	)		0.7		0.4			1.1


Ending balance	$	1.2		$	(2.3	)	$	(1.1	)	$	1.4	$	(0.8	)	$	0.6

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The components of other comprehensive (loss) income, net of tax for the years ended December 31, 2013, 2012 and 2011, are as follows ( in millions ):

Year ended December 31, 2013	Pre-tax amount			Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	0.2		$	(0.1	)	$	0.1
Reclassification for items included in net income		(2.9	)		1.1			(1.8	)


Total other comprehensive loss	$	(2.7	)	$	1.0		$	(1.7	)

Year ended December 31, 2012	Pre-tax amount		Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	1.0	$	(0.4	)	$	0.6
Reclassification for items included in net income		0.1		—			0.1
Foreign currency gain		0.7		(0.3	)		0.4


Total other comprehensive income	$	1.8	$	(0.7	)	$	1.1

Year ended December 31, 2011	Pre-tax amount			Tax (expense) benefit			Net amount

Net unrealized gain on available-for-sale securities	$	0.4		$	(0.1	)	$	0.3
Amortization of net loss on cash flow hedge		0.2			(0.1	)		0.1
Reclassification for items included in net income		(2.2	)		0.8			(1.4	)
Foreign currency loss		(1.7	)		0.6			(1.1	)


Total other comprehensive loss	$	(3.3	)	$	1.2		$	(2.1	)

NOTE 14 — EARNINGS PER SHARE

Basic earnings per common share is calculated by dividing net income attributable to JCG common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share adjusts the weighted-average shares outstanding by the dilutive

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impact of shares underlying stock options, unvested restricted stock awards and price-vesting units. The following is a summary of the earnings per share calculation ( in millions, except per share data ):

	For the year ended December 31,

	2013		2012		2011
Net income attributable to JCG common shareholders	$	114.7	$	102.3	$	142.9




Basic earnings per share attributable to JCG common shareholders:
Weighted-average common shares outstanding		184.6		183.7		182.5




Basic earnings per share	$	0.62	$	0.56	$	0.78




Diluted earnings per share attributable to JCG common shareholders:
Weighted-average common shares outstanding		184.6		183.7		182.5
Dilutive effect of stock options, unvested restricted stock and price-vesting units using the treasury stock method		1.3		1.4		1.7


Weighted-average diluted common shares outstanding		185.9		185.1		184.2




Diluted earnings per share	$	0.62	$	0.55	$	0.78




Dividends paid per share	$	0.21	$	0.29	$	0.15

The following stock options, unvested restricted stock and price-vesting units are anti-dilutive and have not been included in the weighted-average diluted shares outstanding calculation ( in millions ):

	For the year ended December 31,

	2013		2012		2011
Stock options		7.0		9.5		10.6
Other stock options		—		14.0		—
Unvested restricted stock and price-vesting units		1.2		1.6		2.1

All shares held in the JCG ESOP are treated as outstanding for purposes of computing basic earnings per share. The computation of diluted earnings per share does not include the impact of the 2014 Convertible Notes and 2018 Convertible Notes because the effect would be anti-dilutive as the conversion criteria have not been satisfied.

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NOTE 15 — COMMITMENTS AND CONTINGENCIES

Operating and Capital Leases

JCG rents office space and equipment under the terms of various operating lease agreements. As of December 31, 2013, future minimum rental commitments under non-cancelable operating and capital leases are as follows ( in millions ):


2014	$	17.4
2015		16.5
2016		15.0
2017		14.3
2018		13.2
Thereafter		64.4


Total	$	140.8

Rent expense was $16.5 million, $15.6 million and $17.8 million in 2013, 2012 and 2011, respectively.

JCG's capital lease obligations represent leased computer equipment. The carrying value of the obligations at December 31, 2013 and 2012, totaled $1.9 million and $2.9 million, respectively, and is included in other accrued liabilities and non-current liabilities on JCG's Consolidated Balance Sheets. The related lease terms extend through 2017.

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.

NOTE 16 — LITIGATION AND OTHER REGULATORY MATTERS

JCG is periodically involved in various legal proceedings and other regulatory matters. At December 31, 2013 and 2012, JCG had a $0.5 million and $0.2 million litigation accrual for all pending litigation matters, respectively. Possible losses in addition to this amount cannot be currently estimated, and as such, no additional accruals have been made. Although there can be no assurances, based on information currently available, management believes that it is probable that the ultimate outcome of matters that are pending or threatened will not have a material effect on JCG's consolidated financial condition.

NOTE 17 — RELATED PARTY TRANSACTIONS

JCG earns fees from the various registered investment companies for which it acts as investment adviser. Accounts receivable include amounts due from these investment companies. The table

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below presents this related party activity as of and for the years ended December 31, 2013, 2012 and 2011 ( in millions ):

	Investment management, performance and shareowner servicing fees		Accounts receivable from registered investment companies		12b-1 plan fees earned (1)

2013	$	696.9	$	59.3	$	6.3
2012	$	670.7	$	54.3	$	6.5
2011	$	804.9	$	56.1	$	5.2

(1): The annual marketing or distribution fee on a mutual fund.

The Dai-ichi Life Insurance Company ("Dai-ichi Life") is a significant shareholder of the Company. Investment management fees earned from Dai-ichi Life and its affiliates for the years ended December 31, 2013 and 2012 was $8.9 million and $3.7 million, respectively.

NOTE 18 — SHAREHOLDER RIGHTS PLAN

JCG does not currently have a Shareholder Rights Plan ("Rights Plan") in place as JCG's Board of Directors let the previous Rights Plan expire by its terms in June 2010. The Board of Directors reserves the right to implement a new Rights Plan at any time.

NOTE 19 — SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates one business segment, its Investment Management operations.

The following summary provides information concerning JCG's principal geographic areas for the years ended and as of December 31, 2013, 2012 and 2011 ( in millions ):

	December 31,

	2013		2012		2011
Revenues:
United States	$	768.6	$	751.7	$	876.7
International		105.3		98.3		105.2


Total	$	873.9	$	850.0	$	981.9




Long-lived assets:
United States	$	1,710.8	$	1,725.7	$	1,729.4
International		4.8		4.8		6.0


Total	$	1,715.6	$	1,730.5	$	1,735.4

International revenues and assets are attributed to countries based on the location in which revenues are earned, primarily the United Kingdom.

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NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED)

	2013

(in millions, except per share amounts)	First quarter			Second quarter			Third quarter			Fourth quarter			Full year
Total revenue	$	214.2		$	215.8		$	217.7		$	226.2		$	873.9
Operating income		54.7			58.4			59.0			67.0			239.1
Net income		29.7			16.8			35.6			40.1			122.2
Noncontrolling interests		(1.7	)		(1.0	)		(3.0	)		(1.8	)		(7.5	)
Net income attributable to JCG common shareholders		28.0			15.8			32.6			38.3			114.7
Basic earnings per share attributable to JCG common shareholders	$	0.15		$	0.09		$	0.18		$	0.21		$	0.62
Diluted earnings per share attributable to JCG common shareholders	$	0.15		$	0.08		$	0.17		$	0.21		$	0.62

	2012

(in millions, except per share amounts)	First quarter			Second quarter			Third quarter			Fourth quarter			Full year
Total revenue	$	218.4		$	206.0		$	209.0		$	216.6		$	850.0
Operating income		56.5			52.1			47.9			58.0			214.5
Net income		26.7			24.7			27.7			32.8			111.9
Noncontrolling interests		(4.1	)		(1.3	)		(2.6	)		(1.6	)		(9.6	)
Net income attributable to JCG common shareholders		22.6			23.4			25.1			31.2			102.3
Basic earnings per share attributable to JCG common shareholders	$	0.12		$	0.13		$	0.14		$	0.17		$	0.56
Diluted earnings per share attributable to JCG common shareholders	$	0.12		$	0.13		$	0.14		$	0.17		$	0.55

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ITEM 9 . CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

As of December 31, 2013, JCG's management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed by the Company to seek to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files with or submits to the U.S. Securities and Exchange Commission. Richard M. Weil, Chief Executive Officer, and Jennifer J. McPeek, Executive Vice President and Chief Financial Officer, reviewed and participated in management's evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Weil and Ms. McPeek concluded that as of the date of their evaluation, JCG's disclosure controls and procedures were effective.

There has been no change in JCG's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter 2013 that has materially affected, or is reasonably likely to materially affect, JCG's internal controls over financial reporting.

JCG's Management Report on Internal Control over Financial Reporting and Deloitte & Touche LLP's Report of Independent Registered Public Accounting Firm, which contains its attestation on JCG's internal control over financial reporting, are incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEMS 10, 11, 12, 13 AND 14.

The Company's Proxy Statement for its 2014 Annual Meeting of Stockholders, which, when filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, will be incorporated by reference in this Annual Report on Form 10-K pursuant to General Instruction G(3) of Form 10-K, provides the information required under Part III (Items 10, 11, 12, 13 and 14).

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Documents Filed as Part of This Report

(1): Financial Statements

The financial statements and related notes, together with the report of Deloitte & Touche LLP dated February 25, 2014, appear in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

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(2): Financial Statement Schedules

The schedules and exhibits for which provision is made in the applicable accounting regulation of the U.S. Securities and Exchange Commission appear in Part II, Item 8, Financial Statements and Supplementary Data, under the Index to Financial Statements of this Annual Report on Form 10-K.

(3): List of Exhibits

(b) Exhibits

The Company has incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.


		(3) Articles of Incorporation and Bylaws
3.1.1		Delaware Certificate of Incorporation as Amended and Restated on June 14, 2000, is hereby incorporated by reference from Exhibit 3.1.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
3.1.2		Certificate of Designation dated June 15, 2000, establishing Series A Preferred Stock, is hereby incorporated by reference from Exhibit 3.1.2 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
3.1.3		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Janus Capital Group Inc. is hereby incorporated by reference from Exhibit 3.1 to JCG's Current Report on Form 8-K, dated May 18, 2012 (File No. 001-15253)
3.2		Bylaws of Janus Capital Group Inc. as Amended and Restated on October 21, 2008, is hereby incorporated by reference from Exhibit 3.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)
3.2.1		First Amendment to the Amended and Restated Bylaws of Janus Capital Group Inc. is hereby incorporated by reference from Exhibit 3.2 to JCG's Current Report on Form 8-K, dated May 18, 2012 (File No. 001-15253)
3.3		Certificate of Ownership and Merger, merging Janus Capital Corporation with and into Stilwell Financial Inc., is hereby incorporated by reference from Exhibit 3.1 to JCG's Registration Statement on Form S-4 declared effective on February 11, 2003 (File No. 333-102783)
		(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1		Form of Certificate representing Common Stock is hereby incorporated by reference from Exhibit 4.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
4.2		Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH and Article ELEVENTH of Exhibit 3.1.1 above are hereby incorporated by reference
4.3		Article II; Article III, Section 2; and Article V of Exhibit 3.2 above are hereby incorporated by reference
4.5		Indenture dated as of November 6, 2001 (2001 Indenture), between Janus Capital Group Inc. and The Bank of New York Trust Company N.A. (as successor to The Chase Manhattan Bank), is hereby incorporated by reference from Exhibit 4.1 to JCG's Current Report on Form 8-K, dated November 6, 2001 (File No. 001-15253)

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4.5.1		First Supplemental Indenture to the 2001 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to the Chase Manhattan Bank), is hereby incorporated by reference from Exhibit 4.5 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)
4.5.2		Second Supplemental Indenture to the 2001 Indenture, dated July 21, 2009, between Janus Capital Group Inc. and The Bank of New York Mellon Trust Company, N.A., is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated July 23, 2009 (File No. 001-15253)
4.5.3		Officers' Certificate pursuant to the 2001 Indenture (as per Exhibit 4.5.1 above) is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated November 6, 2001 (File No. 001-15253)
4.5.4		Third Supplemental Indenture to the 2001 Indenture, dated June 19, 2013, between Janus Capital Group Inc. and The Bank of New York Mellon Trust Company N.A., is attached to this Form 10-K as Exhibit 4.5.4
4.6		Form of 3.25% Convertible Senior Notes due 2014, is hereby incorporated by reference from Exhibit 4.3 to JCG's Current Report on Form 8-K, dated July 23, 2009 (File No. 001-15253)
4.7		6.119% Senior Notes Due 2014 Indenture (2004 Indenture), dated as of April 26, 2004, between Janus Capital Group Inc. and JPMorgan Chase Bank, as Trustee is hereby incorporated by reference from Exhibit 4.2 to JCG's Form 10-Q for the quarterly period ended March 31, 2004 (File No. 001-15253)
4.8		6.700% Senior Notes Due 2017 Prospectus Supplement (to Prospectus dated June 5, 2007) is hereby incorporated by reference from Form 424B5, filed June 11, 2007 (File No. 333-143510)
4.9		First Supplemental Indenture to the 2004 Indenture, dated as of June 14, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), is hereby incorporated by reference from Exhibit 4.6 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)
4.9.1		Officers' Certificate pursuant to the Indenture establishing the terms of the 2017 Senior Notes (as per Exhibit 4.8 above) is hereby incorporated by reference from Exhibit 4.2 to JCG's Current Report on Form 8-K, dated June 14, 2007 (File No. 001-15253)
4.10		0.75% Convertible Senior Notes due 2018, is attached to this Form 10-K as exhibit 4.10
4.10.1		Officers' Certificate pursuant to the Indenture establishing the terms of the 2018 Notes (as per Exhibit 4.10 above) is attached to this Form 10-K as Exhibit 4.10.1
		(10) Material Contracts
10.1		Representative Director Indemnification Agreement is hereby incorporated by reference from Exhibit 10.1 to JCG's Registration Statement on Form 10 declared effective on June 15, 2000 (File No. 001-15253)
10.2		$200 million Five-Year Unsecured Revolving Credit Facility Agreement, dated as of November 25, 2013, among Janus Capital Group Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association as syndication agent, is attached to this Form 10-K as Exhibit 10.2

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10.5		Amended and Restated Limited Liability Company Agreement of Janus Capital Management LLC, dated as of March 13, 2002, is hereby incorporated by reference to JCG's Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-15253)
10.6		Janus Capital Group Inc. Employee Stock Purchase Plan, as Amended and Restated Effective October 23, 2006, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2006 (File No. 001-15253)*
10.7		Janus Capital Group Inc. Amended and Restated 2004 Employment Inducement Award Plan, effective as of January 22, 2008, is hereby incorporated by reference from Exhibit 10.2 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.8		Janus Capital Group Inc. 2012 Employment Inducement Award Plan, effective as of January 24, 2012, is hereby incorporated by reference from Exhibit 10.8 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.9		Janus Capital Group Inc. Amended and Restated Mutual Fund Share Investment Plan, effective January 1, 2012, is hereby incorporated by reference from Exhibit 10.9 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.9.1		Janus Capital Group Inc. Second Amended and Restated Mutual Fund Share Investment Plan, effective July 22, 2013, is attached to this Form 10-K as Exhibit 10.9.1
10.10		Janus Capital Group Inc. Management Incentive Compensation Plan, effective January 1, 2013, is hereby incorporated by reference from Appendix A to JCG's 2013 Proxy Statement on Schedule 14A (File No. 001-15253)*
10.11		Janus Capital Group Inc. 401(k) and Employee Stock Ownership Plan ("Janus 401(k) Plan"), as amended and restated effective January 1, 2009, is hereby incorporated by reference from Exhibit 10.14 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.12		Amendment No. 1 to Janus 401(k) Plan, effective December 30, 2009, is hereby incorporated by reference from Exhibit 10.14.1 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-15253)*
10.12.1		Amendment No. 2 to Janus 401(k) Plan, effective July 19, 2010, is hereby incorporated by reference from Exhibit 10.3 to JCG's 10-Q for the quarterly period ended June 30, 2010 (File No. 001-15253)*
10.12.2		Amendment No. 3 to Janus 401(k) Plan, effective June 21, 2011, is hereby incorporated by reference from Exhibit 10.12.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.12.3		Amendment No. 4 to Janus 401(k) Plan, effective June 21, 2011, is hereby incorporated by reference from Exhibit 10.12.3 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.12.4		Amendment No. 5 to Janus 401(k) Plan, effective July 1, 2011, is hereby incorporated by reference from Exhibit 10.1 to JCG's 10-Q for the quarterly period ended June 30, 2011 (File No. 001-15253)*

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10.12.5		Amendment No. 6 to Janus 401(k) Plan, effective January 1, 2011, is hereby incorporated by reference from Exhibit 10.12.5 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.12.6		Amendment No. 7 to Janus 401(k) Plan, effective January 1, 2013 is hereby incorporated by reference from Exhibit 10.12.6 to JCG's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-15253)*
10.12.7		Amendment No. 8 to Janus 401(k) Plan, effective January 1, 2007, is attached hereto as Exhibit 10.12.7*
10.12.8		Amendment No. 9 to Janus 401(k) Plan, effective January 1, 2014, is attached hereto as Exhibit 10.12.8*
10.13		Janus Capital Group Inc. Amended and Restated Income Deferral Program, effective as of January 22, 2008, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.14		Amendment No. 1 to the Janus Capital Group Inc. Amended and Restated Income Deferral Program, effective July 19, 2010, is hereby incorporated by reference from Exhibit 10.4 to JCG's 10-Q for the quarterly period ended June 30, 2010 (File No. 001-15253)*
10.15		Janus Capital Group Inc. Amended and Restated Directors' Deferred Fee Plan, effective as of October 20, 2008, is hereby incorporated by reference from Exhibit 10.3 to JCG's Form 10-Q for the quarterly period ended September 30, 2008 (File No. 001-15253)*
10.15.1		Amendment to Amended and Restated Directors' Deferred Fee Plan, effective as of December 19, 2013, is attached hereto as Exhibit 10.15.1*
10.16.1		Form of Long-Term Incentive Acceptance Form with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted to executive officers in 2009, is hereby incorporated by reference from Exhibit 10.17.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-15253)*
10.16.2		Form of Long-Term Incentive Acceptance Form with Appendix A (Restricted Stock), Appendix B (Stock Options) and Appendix C (Mutual Fund Units), effective for awards granted to executive officers in 2010, is hereby incorporated by reference from Exhibit 10.17.3 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-15253)*
10.16.3		Form of Long-Term Incentive Acceptance Form for Restricted Stock and Mutual Fund Units, effective for awards granted to executive officers in 2011, is hereby incorporated by reference from Exhibit 10.7.5 to JCG's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-15253)*
10.16.4		Form of Long-Term Incentive Acceptance Form for Stock Options, Restricted Stock and Mutual Fund Units, effective for awards granted to executive officers in 2012, is hereby incorporated by reference from Exhibit 10.16.4 to JCG's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-15253)*
10.16.5		Form of Long-Term Incentive Acceptance Form for Restricted Stock, Stock Options and Mutual Fund Units, effective for awards granted to executive officers in 2013, is hereby incorporated by reference from Exhibit 10.16.5 to JCG's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-15253)*

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10.16.7		Form of Performance Share Unit Award, effective for awards granted to the Company's Chief Executive Officer in 2013, is attached to this Form 10-K as Exhibit 10.16.7
10.17		Amended and Restated Janus Capital Group Inc. 2005 Long-Term Incentive Stock Plan, effective January 22, 2008, is hereby incorporated by reference from Exhibit 10.2 to JCG's Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-15253)*
10.18		Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, effective April 29, 2010, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended June 30, 2010 (File No. 001-15253)*
10.18.1		Amendment to Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, effective December 28, 2011, is hereby incorporated by reference from Exhibit 10.18.1 to JCG's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-15253)*
10.18.2		Amendment to Janus Capital Group Inc. 2010 Long-Term Incentive Stock Plan, effective April 26, 2012, is hereby incorporated by reference from Appendix C to JCG's 2012 Proxy Statement on Schedule 14A (File No. 001-15253)*
10.18.3		Janus Capital Group Inc. Amended and Restated 2010 Long-Term Incentive Stock Plan, effective July 22, 2013, is attached to this Form 10-K as Exhibit 10.18.3.
10.20		Change in Control Agreement by and between Janus Capital Group Inc. and Richard M. Weil, dated February 1, 2010, is hereby incorporated by reference from Exhibit 10.2 to JCG's Form 8-K, dated February 4, 2010 (File No. 001-15253)*
10.27		Summary of Janus Capital Group Inc. Outside Director Compensation Program effective May 1, 2013, is attached to this Form 10-K as Exhibit 10.27
10.28		Offer letter for Richard M. Weil dated January 6, 2010, is hereby incorporated by reference from Exhibit 10.30 to JCG's Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-15253)*
10.30		Janus Capital Variable Compensation Program, dated July 1, 2011, is hereby incorporated by reference from Exhibit 10.1 to JCG's Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-15253)*
10.31		Investment and Strategic Cooperation Agreement by and between Janus Capital Group Inc. and The Dai-Ichi Life Insurance Company, Limited, dated August 10, 2012, is hereby incorporated by reference from Exhibit 10.1 to JCG's Current Report on Form 8-K, dated August 10, 2012 (File No. 001-15253)
10.31.1		Option Agreement, by and between Janus Capital Group Inc. and The Dai-Ichi Life Insurance Company, Limited, dated August 10, 2012, is hereby incorporated by reference from Exhibit 10.2 to JCG's Current Report on Form 8-K, dated August 10, 2012 (File No. 001-15253)
		*Compensatory plan or agreement.
		(12) Statements Re: Computation of Ratios
12.1		The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 12.1

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		(21) Subsidiaries of the Company
21.1		The List of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 21.1
		(23) Consents of Experts and Counsel
23.1		The Consent of Independent Registered Public Accounting Firm prepared pursuant to Item 601(b)(23) of Regulation S-K is attached to this Annual Report on Form 10-K as Exhibit 23.1
		(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1		Certification of Richard M. Weil, Chief Executive Officer of Registrant
31.2		Certification of Jennifer J. McPeek, Executive Vice President and Chief Financial Officer of Registrant
		(32) Section 1350 Certificates
32.1		Certification of Richard M. Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Jennifer J. McPeek, Executive Vice President and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		(100) XBRL Exhibits
101.INS		XBRL Insurance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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(c) Exhibits

JANUS CAPITAL GROUP INC.
2013 FORM 10-K ANNUAL REPORT
INDEX TO EXHIBITS

Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.

4.5.4	Third Supplemental Indenture to the 2001 Indenture, dated June 19, 2013, between Janus Capital Group Inc. and The Bank of New York Mellon Trust Company N.A.	4
4.10	0.75% Convertible Senior Notes due 2018	4
4.10.1	Officers' Certificate pursuant to the Indenture establishing the terms of the 2018 Notes (as per Exhibit 4.10 above)	4
10.2	$200 million Five-Year Unsecured Revolving Credit Facility Agreement, dated as of November 25, 2013, among Janus Capital Group Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association as syndication agent	10
10.9.1	Janus Capital Group Inc. Second Amended and Restated Mutual Fund Share Investment Plan, effective July 22, 2013	10
10.12.7	Amendment No. 8 to Janus 401(k) Plan, effective January 1, 2007	10
10.12.8	Amendment No. 9 to Janus 401(k) Plan, effective January 1, 2014	10
10.15.1	Amendment to Amended and Restated Directors' Deferred Fee Plan, effective as of December 19, 2013	10
10.16.7	Form of Performance Share Unit Award, effective for awards granted to the Company's Chief Executive Officer in 2013	10
10.18.3	Janus Capital Group Inc. Amended and Restated 2010 Long-Term Incentive Stock Plan, effective July 22, 2013	10
10.27	Summary of Janus Capital Group Inc. Outside Director Compensation Program effective May 1, 2013	10
12.1	The Computation of Ratio of Earnings to Fixed Charges prepared pursuant to Item 601(b)(12) of Regulation S-K	12
21.1	The List of the Subsidiaries of the Company prepared pursuant to Item 601(b)(21) of Regulation S-K	21
23.1	The Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP	23
31.1	Certification of Richard M. Weil, Chief Executive Officer of Registrant	31
31.2	Certification of Jennifer J. McPeek, Executive Vice President and Chief Financial Officer of Registrant	31

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Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.

32.1	Certification of Richard M. Weil, Chief Executive Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32
32.2	Certification of Jennifer J. McPeek, Executive Vice President and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32
101.INS	XBRL Insurance Document	101
101.SCH	XBRL Taxonomy Extension Schema Document	101
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	101
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	101
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	101
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	101

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Janus Capital Group Inc.
		By:		/s/ RICHARD M. WEIL Richard M. Weil Chief Executive Officer

February 25, 2014

The officers and directors of Janus Capital Group Inc., whose signatures appear below, hereby constitute and appoint David W. Grawemeyer or Jennifer J. McPeek, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this Form 10-K Annual Report for the year ended December 31, 2013, and any instrument or document filed as part of, as an exhibit to or in connection with any amendment, and each of the undersigned does hereby ratify and confirm as his or her own act and deed all that said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2014.

Signature		Title


/s/ RICHARD M. WEIL Richard M. Weil		Director and Chief Executive Officer (Principal Executive Officer)
/s/ JENNIFER J. MCPEEK Jennifer J. McPeek		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ BRENNAN A. HUGHES Brennan A. Hughes		Senior Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer)
/s/ GLENN S. SCHAFER Glenn S. Schafer		Chairman of the Board
/s/ TIMOTHY K. ARMOUR Timothy K. Armour		Director
/s/ PAUL F. BALSER Paul F. Balser		Director

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Signature		Title


/s/ G. ANDREW COX G. Andrew Cox		Director
/s/ JEFFREY J. DIERMEIER Jeffrey J. Diermeier		Director
/s/ EUGENE FLOOD, JR. Eugene Flood, Jr.		Director
/s/ J. RICHARD FREDERICKS J. Richard Fredericks		Director
/s/ DEBORAH R. GATZEK Deborah R. Gatzek		Director
/s/ SEIJI INAGAKI Seiji Inagaki		Director
/s/ LAWRENCE E. KOCHARD Lawrence E. Kochard		Director

Exhibit 4.5.4

EXECUTION VERSION

JANUS CAPITAL GROUP INC.

as Issuer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

Third Supplemental Indenture

Dated as of June 19, 2013

to Senior Debt Indenture Dated as

November 6, 2001

0.75% Convertible Senior Notes due 2018

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		Page

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01	Scope of Supplemental Indenture	2
SECTION 1.02	Definitions	2
SECTION 1.03	References to Interest	10

ARTICLE 2
THE SECURITIES

SECTION 2.01	Title and Terms; Payments	11
SECTION 2.02	Book-Entry Provisions for Global Notes	12
SECTION 2.03	Reporting Requirement	13
SECTION 2.04	Repurchase and Cancellation	13

ARTICLE 3
FUNDAMENTAL CHANGES AND PURCHASES THEREUPON

SECTION 3.01	Purchase at Option of Holders Upon a Fundamental Change	13
SECTION 3.02	Effect of Fundamental Change Purchase Notice	16
SECTION 3.03	Withdrawal of Fundamental Change Purchase Notice	16
SECTION 3.04	Deposit of Fundamental Change Purchase Price	17
SECTION 3.05	Notes Purchased in Whole or in Part	17
SECTION 3.06	Covenant to Comply With Applicable Laws Upon Purchase of Note	17
SECTION 3.07	Repayment to the Company	17

ARTICLE 4
CONVERSION

SECTION 4.01	Right to Convert	18
SECTION 4.02	Conversion Procedures	20
SECTION 4.03	Settlement Upon Conversion	21
SECTION 4.04	Adjustment of Conversion Rate	24
SECTION 4.05	Certain Other Adjustments	32
SECTION 4.06	Adjustment to Shares Delivered Upon Conversion Upon a Make- Whole Fundamental Change	33
SECTION 4.07	Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale	34
SECTION 4.08	Taxes on Shares Issued	37
SECTION 4.09	Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock	37
SECTION 4.10	Responsibility of Trustee	37
SECTION 4.11	Notice to Holders Prior to Certain Actions	38
SECTION 4.12	Stockholder Rights Plan	38

ARTICLE 5
REMEDIES

SECTION 5.01	Events of Default	38
SECTION 5.02	Additional Interest	39
SECTION 5.03	Waiver; Unconditional Right of Holders to Receive Amounts Due Upon Conversion	40
SECTION 5.04	Notice of Defaults	40
SECTION 5.05	Overdue Payments	40

ARTICLE 6
SATISFACTION AND DISCHARGE

SECTION 6.01	Satisfaction and Discharge of the Supplemental Indenture	40
SECTION 6.02	Deposited Monies to Be Held in Trust by Trustee	41
SECTION 6.03	Paying Agent to Repay Monies Held	42
SECTION 6.04	Return of Unclaimed Monies	42
SECTION 6.05	Reinstatement	42

ARTICLE 7
SUPPLEMENTAL INDENTURES

SECTION 7.01	Supplemental Indentures Without Consent of Holders	42
SECTION 7.02	Supplemental Indentures With Consent of Holders	43
SECTION 7.03	Notice of Amendment or Supplement	43

ARTICLE 8
SUCCESSOR COMPANY

SECTION 8.01	Consolidation, Merger and Sale of Assets	44
SECTION 8.02	Successor Person Substituted	44
SECTION 8.03	Opinion of Counsel to Be Given to Trustee	45

ARTICLE 9
MISCELLANEOUS

SECTION 9.01	Governing Law	45
SECTION 9.02	Legal Holidays	45
SECTION 9.03	No Security Interest Created	46
SECTION 9.04	Trust Indenture Act	46
SECTION 9.05	Benefits of Supplemental Indenture	46
SECTION 9.06	Calculations	46
SECTION 9.07	Effect of Headings and Table of Contents	46
SECTION 9.08	Execution in Counterparts	46
SECTION 9.09	Separability Clause	46
SECTION 9.10	Ratification of Original Indenture	46
SECTION 9.11	The Trustee	46
SECTION 9.12	Applicability of First Supplemental Indenture and Second Supplemental Indenture	47

EXHIBIT

Exhibit A Form of Note

iii

THIRD SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of June 19, 2013, between Janus Capital Group Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A, (the “ Trustee ”) as trustee under the Senior Debt Indenture dated as of November 6, 2001, between the Company (formerly known as Stilwell Financial Inc.) and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “ Original Indenture ”).

RECITALS OF THE COMPANY

WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s unsecured Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Original Indenture;

WHEREAS, Section 901(6) of the Original Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Original Indenture to establish the form and terms of Securities of any series as contemplated by Sections 201 and 301 of the Original Indenture;

WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;

WHEREAS, pursuant to the terms of the Original Indenture, the Company desires to establish a new series of its Securities to be known as its “0.75% Convertible Senior Notes due 2018” (the “ Notes ”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture and this Supplemental Indenture;

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note and the Form of Notice of Conversion, Form of Fundamental Change Purchase Notice and Form of Assignment and Transfer contemplated under the terms of the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company have been performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Scope of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, which may be issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall supersede any corresponding provisions in the Original Indenture.

SECTION 1.02 Definitions. For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(i) the terms defined in this Article 1 shall have the meanings assigned to them in this Article 1 and include the plural as well as the singular;

(ii) all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meanings as in the Original Indenture;

(iii) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, shall have the meanings assigned to them in the Trust Indenture Act;

(iv) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of this instrument; and

(v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

“ Additional Interest ” has the meaning specified in Section 5.02.

“ Additional Notes ” has the meaning specified in Section 2.01.

“ Additional Shares ” has the meaning specified in Section 4.06(a).

“ Agent Members ” has the meaning specified in Section 2.02.

“ Bid Solicitation Agent ” means the Company or such other Person (including the Trustee) as may be appointed, from time to time, by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 4.01(b)(ii). The Company shall initially act as the Bid Solicitation Agent.

“ Board of Directors ” means:

(a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board,

(b) with respect to a partnership, the board of directors or other governing body of the general partner of the partnership;

(c) with respect to a limited liability company, the board of directors or other governing body, and in the absence of same, the manager or board of managers or the managing member or members or any controlling committee thereof; and

(d) with respect to any other Person, the board or committee of such Person serving in a similar function.

“ Business Day ” means, solely for purposes of this Supplemental Indenture, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or to be closed.

“ Capital Stock ” means :

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity that is not a corporation, any and all shares, interest, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(d) any other interest or participation that convers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Settlement ” has the meaning specified in Section 4.03(a).

“ Cash Settlement Averaging Period ” with respect to any Note means the 25 consecutive Trading Day period beginning on, and including, the third Trading Day immediately following the related Conversion Date; provided that with respect to any Conversion Date occurring during the period beginning on, and including, June 4, 2018, and ending at the close of business on the Business Day immediately prior to the Stated Maturity, the “ Cash Settlement Averaging Period ” means the 25 consecutive Trading Days beginning on, and including, the 27th Scheduled Trading Day prior to the Stated Maturity.

“ Clause A Distribution ” has the meaning specified in Section 4.04(c).

“ Clause B Distribution ” has the meaning specified in Section 4.04(c).

“ Clause C Distribution ” has the meaning specified in Section 4.04(c).

“ close of business ” means 5:00 p.m. (New York City time).

“ Combination Settlement ” has the meaning specified in Section 4.03(a).

“ Common Equity ” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“ Common Stock ” means the common stock of the Company, par value $.01 per share, at the date of this Supplemental Indenture, or such other Reference Property into which the Company’s common stock is changed pursuant to Section 4.07.

“ Conversion Agent ” means the Trustee or such other office or agency designated by the Company where Notes may be presented for conversion. The Trustee shall initially be the Conversion Agent.

“ Conversion Date ” has the meaning specified in Section 4.02(b).

“ Conversion Notice ” has the meaning specified in Section 4.02(b)(i).

“ Conversion Obligation ” has the meaning specified in Section 4.01(a).

“ Conversion Price ” means, in respect of each Note, as of any date, $1,000, divided by the Conversion Rate as of such date.

“ Conversion Rate ” means, initially, 92.0598 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth herein.

“ Custodian ” means the Trustee, as custodian with respect to the Notes (so long as the Notes constitute Global Notes), or any successor entity.

“ Daily Conversion Value ” means, for each of the 25 consecutive Trading Days during the applicable Cash Settlement Averaging Period, one-twenty-fifth (1/25th) of the product of (a) the applicable Conversion Rate and (b) the Daily VWAP of the Common Stock on such Trading Day.

“ Daily Measurement Value ” means the Specified Dollar Amount (if any), divided by 25.

“ Daily Settlement Amount ,” for each of the 25 consecutive Trading Days during the Cash Settlement Averaging Period, shall consist of:

(a) cash equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value; and

(b) if the Daily Conversion Value exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

“ Daily VWAP ” means, for each of the 25 consecutive Trading Days during the applicable Cash Settlement Averaging Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “JNS <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “ Daily VWAP ” shall be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

“ Defaulted Amounts ” has the meaning specified in Section 5.05.

“ Depositary ” or “ Depository ” shall initially be The Depository Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “ Depositary ” shall mean such successor Depositary.

“ Distributed Property ” has the meaning specified in Section 4.04(c).

“ Effective Date ” has the meaning specified in Section 4.06(c).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Ex-Dividend Date ” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

“ First Supplemental Indenture ” has the meaning specified in Section 9.12.

“ Form of Assignment and Transfer ” shall mean the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“ Form of Fundamental Change Purchase Notice ” shall mean the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“ Form of Notice of Conversion ” shall mean the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“ Fundamental Change ” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries and its and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity, for the avoidance of doubt, such beneficial ownership arises as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and provided for the avoidance of doubt that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange under such offer);

(b) consummation of (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets or (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided , however , that a transaction where the holders of all classes of the Company’s Common Equity immediately prior to such transaction that is a share exchange, consolidation or merger own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not be a Fundamental Change;

(d) the Common Stock (or other common stock underlying the Notes) ceases to be listed on at least one of the following: The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or any of their respective successors).

Notwithstanding the foregoing, a Fundamental Change as a result of clause (a), (b) or (d) shall not be deemed to have occurred in connection with any transaction or transactions described in clause (a) or (b) pursuant to which at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of Publicly Traded Securities and as a result of this transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares (subject to the provisions set forth under Section 4.03). A transaction that is described in both clause (a) and clause (b) above shall be treated, solely for the purposes of the immediately preceding sentence, as if it were a transaction described solely in clause (b) above.

“ Fundamental Change Company Notice ” has the meaning specified in Section 3.01(b).

“ Fundamental Change Purchase Date ” has the meaning specified in Section 3.01(a).

“ Fundamental Change Purchase Notice ” has the meaning specified in Section 3.01(a)(i).

“ Fundamental Change Purchase Price ” has the meaning specified in Section 3.01(a).

“ Global Note ” means any Note that is a Registered Security in global form.

“ Indenture ” means the Original Indenture, as originally executed and as supplemented from time to time by one or more indentures supplemental thereto, including this Supplemental Indenture, entered into pursuant to the applicable provisions of the Indenture, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Original Indenture, this Supplemental Indenture and any other such supplemental indenture, respectively, subject to Section 9.12.

“ Initial Dividend Threshold ” has the meaning specified in Section 4.04(d).

“ Initial Notes ” has the meaning specified in Section 2.01.

“ Interest Payment Date ” means, with respect to the payment of interest on the Notes, each January 15 and July 15 of each year.

“ Last Reported Sale Price ” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “ Last Reported Sale Price ” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “ Last Reported Sale Price ” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“ Make-Whole Fundamental Change ” means any transaction or event that constitutes a Fundamental Change as defined in clause (a), (b) or (d) of such definition (and determined after giving effect to any exceptions or exclusions to such definition, including without limitation the first full paragraph immediately following clause (d) of the definition thereof, but without regard to the proviso in clause (b) of the definition thereof). Two or more such related events shall only constitute a single Make Whole Fundamental Change.

“ Market Disruption Event ” means (i) for purposes of determining amounts due upon conversion pursuant to Section 4.03, (x) a failure by the primary United States national or regional securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (y) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock

for more than a one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock and (ii) for all other purposes, if the Common Stock is listed for trading on The New York Stock Exchange or listed on another U.S. national or regional securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

“ Measurement Period ” has the meaning specified in Section 4.01(b)(ii).

“ Merger Common Stock ” has the meaning specified in Section 4.07(c)(i).

“ Merger Event ” has the meaning specified in Section 4.07(a).

“ Merger Valuation Percentage ” has the meaning specified in Section 4.07(d)(i).

“ Merger Valuation Period ” has the meaning specified in Section 4.07(d)(ii).

“ Note ” or “ Notes ” has the meaning specified in the fourth paragraph of the recitals of this Supplemental Indenture, and shall include any Additional Notes issued pursuant to Section 2.01.

“ open of business ” means 9:00 a.m. (New York City time).

“ Original Indenture ” has the meaning specified in the first paragraph of this Supplemental Indenture.

“ Paying Agent ” has the meaning set forth in the Original Indenture, which shall initially be the Trustee, and shall be the Person authorized by the Company to pay the principal amount of, interest on, or Fundamental Change Purchase Price of, any Notes on behalf of the Company.

“ Physical Notes ” means certificated Notes that are not in global form and are Registered Securities issued in denominations of $1,000 principal amount and multiples thereof.

“ Physical Settlement ” has the meaning specified in Section 4.03(a).

“ Place of Payment ” means, for purposes of the Notes, New York, New York.

“ Publicly Traded Securities ” means, in respect of a transaction or transactions described in clause (a) or (b) of the definition of Fundamental Change, shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or any or their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions.

“ Record Date ” has the meaning specified in Section 4.04(h).

“ Regular Record Date ” means, with respect to the payment of interest on the Notes, the January 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on January 15 and the July 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on July 15.

“ Reference Property ” has the meaning specified in Section 4.07(a).

“ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the principal United States national securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “ Scheduled Trading Day ” means a Business Day.

“ Second Supplemental Indenture ” has the meaning specified in Section 9.12.

“ Settlement Amount ” has the meaning specified in Section 4.03(a)(iv).

“ Settlement Method ” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.

“ Settlement Notice ” has the meaning specified in Section 4.03(a)(iii).

“ Specified Dollar Amount ” means the amount of cash per $1,000 principal amount of converted Note specified in the Settlement Notice related to such converted Note.

“ Spin-Off ” has the meaning specified in Section 4.04(c).

“ Stated Maturity ” means, with respect to any Note and the payment of the principal amount thereof, July 15, 2018.

“ Stock Price ” has the meaning specified in Section 4.06(c).

“ Subsidiary ” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“ Successor Company ” has the meaning specified in Section 8.01(a).

“ Supplemental Indenture ” has the meaning specified in the first paragraph hereof.

“ Trading Day ” means a day on which (i) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York

Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded and (ii) there is no Market Disruption Event (as defined in clause (ii) of the definition thereof); provided that if the Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, “ Trading Day ” means a Business Day; and provided , further , that for purposes of determining amounts due upon conversion pursuant to Section 4.03 only, “ Trading Day ” means a day on which (x) there is no Market Disruption Event (as defined in clause (i) of the definition thereof) and (y) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded, except that if the Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or traded, “ Trading Day ” means a Business Day.

“ Trading Price ” of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $2 million principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if three bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2 million principal amount of the Notes from a nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate.

“ Trading Price Condition ” has the meaning specified in Section 4.01(b)(ii).

“ Trigger Event ” has the meaning specified in Section 4.04(c).

“ Trustee ” has the meaning set forth in the first paragraph of this Supplemental Indenture.

“ unit of Reference Property ” has the meaning specified in Section 4.07(a)

“ U.S. ” means the United States of America.

“ Valuation Period ” has the meaning specified in Section 4.04(c).

SECTION 1.03 References to Interest. Any reference to interest on, or in respect of, any Note in the Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 5.02. Any express mention of the payment of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

ARTICLE 2

THE SECURITIES

SECTION 2.01 Title and Terms; Payments. There is hereby established a series of Securities designated the “0.75% Convertible Senior Notes due 2018” initially limited in aggregate principal amount to $116,602,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Original Indenture.

The principal amount of Notes then Outstanding shall be payable at the Stated Maturity. Interest on the Notes shall accrue at a rate of 0.75% per annum, from June 19, 2013 or from the most recent date on which interest has been paid or duly provided for, until the principal thereof is paid or made available for payment. Interest shall be payable on each Interest Payment Date, beginning on January 15, 2014, to the Person in whose name a Note is registered on the Security Register at the close of business on the Regular Record Date immediately preceding the applicable Interest Payment Date.

The Company may, without the consent of the Holders of the Notes, hereafter issue additional notes (“ Additional Notes ”) under the Indenture with the same terms as the Notes (other than any legends or endorsements thereon) issued on the date of this Supplemental Indenture (the “ Initial Notes ”) other than any differences in CUSIP numbers, in an unlimited aggregate principal amount; provided that such Additional Notes must be part of the same issue as the Initial Notes for federal income tax purposes unless the Additional Notes have a separate CUSIP than the Initial Notes. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the Indenture requiring the approval of Holders of the Notes and any offers to purchase the Notes.

The Form of Note shall be substantially as set forth in Exhibit A and the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Attachments 1, 2 and 3, respectively, to Exhibit A, each of which is incorporated into and shall be deemed a part of this Supplemental Indenture, and in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the Securities Act of 1933, as amended, the Exchange Act or the rules of the Commission or any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the Officers of the Company executing such Notes, as evidenced by their execution of the Notes.

The Company shall pay the principal of and interest on any Global Note in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note. The Company shall pay the principal of and interest on any Physical Notes at the office or agency designated by the Company for that purpose, unless a Holder timely requests to have such amounts paid by wire transfer in accordance with the final three sentences of this paragraph, in which case the Company shall instead pay such principal of and interest on any Physical Notes by wire transfer in accordance with the transfer instructions provided in such

request. The Company has initially designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Security Registrar for the Notes without prior notice to the Holders thereof, and the Company may act as Paying Agent or Security Registrar for the Notes. Payments on any Physical Notes having a principal amount of at least $10,000,000 shall be payable, if the Holder of such Physical Notes so requests in accordance with the two immediately succeeding sentences, by wire transfer of immediately available funds to an account specified by the Holder at a bank in New York City, New York. To request payment by wire transfer, the Holder must give appropriate transfer instructions to the Trustee or other Paying Agent (if not the Trustee) at least 15 Business Days before the requested wire payment is due and, in the case of any interest payments, the instructions must be given by the Person who is shown on the Trustee’s records as the Holder of the Physical Note on the applicable Regular Record Date. All applications for payment by wire transfer shall remain in effect unless and until new instructions are given in the manner described in the immediately preceding sentence.

SECTION 2.02 Book-Entry Provisions for Global Notes. (a) The Notes initially shall be issued in the form of one or more Global Notes without interest coupons (i) registered in the name of Cede & Co., as nominee of the Depositary and (ii) delivered to the Trustee as custodian for the Depositary.

Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Supplemental Indenture or the Original Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and Cede & Co., or such other Person designated by the Depositary as its nominee, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.

(b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Notwithstanding anything to the contrary in Section 305 of the Original Indenture, interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes, only if: (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as Depositary for the Global Notes and a successor Depositary is not appointed within 60 days; (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 60 days; or (iii) an Event of Default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued as Physical Notes, in each case in accordance with the rules and procedures of the Depositary. Other than as set forth in this Section 2.02(b), the Notes shall remain in global form as Global Notes.

(c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to Section 305 of the Original Indenture, as

modified by this Section 2.02, the Security Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount in accordance with Section 305 of the Original Indenture, as modified by this Section 2.02.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to Section 305 of the Original Indenture, as modified by this Section 2.02, the Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations and the same tenor.

(e) The Holder of Global Notes may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, Original Indenture or the Notes.

SECTION 2.03 Reporting Requirement. For purposes of Section 703 of the Original Indenture, documents filed by the Company with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee as of the time such documents are filed via the Commission’s EDGAR system. Delivery of reports, information and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information and documents. The Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates of the Company).

SECTION 2.04 Repurchase and Cancellation. To the extent permitted by law, the Company may repurchase Notes in open-market purchases or negotiated transactions without giving prior notice to Holders. The Company shall surrender any Notes repurchased by the Company to the Trustee for cancellation in accordance with Section 310 of the Original Indenture and any such Notes repurchased by the Company shall be deemed to be no longer Outstanding. Any Notes surrendered for cancellation by the Company shall not be reissued or resold.

ARTICLE 3

FUNDAMENTAL CHANGES AND PURCHASES THEREUPON

SECTION 3.01 Purchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Stated Maturity, then each Holder of Notes shall have the right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of the principal amount thereof, that is equal to $1,000 or an integral multiple of $1,000, on a date (the “ Fundamental Change Purchase Date ”) specified by the Company that is not less than 20 calendar days or more than 35 calendar

days following the date of the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date (the “ Fundamental Change Purchase Price ”), unless the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest on the Interest Payment Date to the Holders of record as of the preceding Regular Record Date, and the Fundamental Change Purchase Price shall be equal to 100% of the principal amount of the Notes to be purchased pursuant to this Article 3.

Purchases of Notes under this Section 3.01 shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder of a duly completed notice (the “ Fundamental Change Purchase Notice ”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for tendering interests in Global Notes, if the Notes are not Physical Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date (the “ Fundamental Change Expiration Time ”); and

(ii) delivery of the Notes, in the case of Physical Notes, to the Paying Agent appointed by the Company (together with all necessary endorsements for transfer), or book-entry transfer of the Notes, in compliance with the procedures and requirements of the Depositary, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Purchase Price therefor.

The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state:

(i) if such Notes are Physical Notes, the certificate numbers of such Notes;

(ii) the portion of the principal amount of such Notes, which must be $1,000 or an integral multiple thereof; and

(iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Supplemental Indenture;

provided , however , that if such Notes are Global Notes, the Fundamental Change Purchase Notice must also comply with appropriate procedures of the Depositary.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.03.

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

(b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “ Fundamental Change Company Notice ”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall publish a notice containing the information included therein in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at such time.

Each Fundamental Change Company Notice shall specify:

(i) the events causing a Fundamental Change;

(ii) the date of the Fundamental Change;

(iii) the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 3;

(iv) the Fundamental Change Purchase Price;

(v) the Fundamental Change Purchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate that will result from the Fundamental Change;

(viii) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Supplemental Indenture; and

(ix) the procedures that Holders must follow to require the Company to purchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 3.01.

(c) Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date

(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

SECTION 3.02 Effect of Fundamental Change Purchase Notice. Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice specified in Section 3.01, the Holder of the Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.03) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Note. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided the conditions in Section 3.01 have been satisfied) and (y) the time of delivery or book-entry transfer of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01.

SECTION 3.03 Withdrawal of Fundamental Change Purchase Notice. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date, specifying:

(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted;

(ii) if Physical Notes have been issued, the certificate numbers of the withdrawn Notes;

(iii) the principal amount, if any, of such Notes that remains subject to the original Fundamental Change Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

(iv) the name of the Holder; and

(v) that the Holder is withdrawing its Fundamental Change

provided , however , that if the Notes are Global Notes, the notice must comply with appropriate procedures of the Depositary.

The Paying Agent will promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions of this Section 3.03.

SECTION 3.04 Deposit of Fundamental Change Purchase Price. Prior to 11:00 a.m. (local time in The City of New York) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Notes for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Supplemental Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase Date, (a) such Notes will cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Notes is made or such Notes have been delivered to the Paying Agent) and (b) all other rights of the Holders in respect thereof will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or book-entry transfer of such Notes).

SECTION 3.05 Notes Purchased in Whole or in Part. Any Note that is to be purchased, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires in the case of Physical Notes, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.

SECTION 3.06 Covenant to Comply With Applicable Laws Upon Purchase of Notes. In connection with any offer to purchase Notes under Section 3.01, the Company shall, in each case if required, (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable, (ii) if required under the Exchange Act, file a Schedule TO or any other filing required thereunder and (iii) otherwise comply with all federal and state securities laws, in each case, so as to permit the rights and obligations under Section 3.01 to be exercised in the time and in the manner specified in Section 3.01.

SECTION 3.07 Repayment to the Company. To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.04 exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall promptly return any such excess to the Company.

ARTICLE 4

CONVERSION

SECTION 4.01 Right to Convert .

(a) Subject to and upon compliance with the provisions of this Article 4, each Holder of Notes shall have the right, at such Holder’s option, to convert the principal amount of any such Notes, or any portion of such principal amount equal to $1,000 or an integral multiple thereof, at the Conversion Rate then in effect (subject to the settlement provisions set forth in Section 4.03, the “ Conversion Obligation ”) (x) prior to the close of business on the Business Day immediately preceding April 15, 2018, only upon satisfaction of one or more of the conditions described in Section 4.01(b) and (y) on or after April 15, 2018, at any time prior to the close of business on the Business Day immediately preceding the Stated Maturity irrespective of the conditions described in Section 4.01(b).

(b) (i) The Notes may be surrendered for conversion during any calendar quarter commencing after September 30, 2013 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2013 whether the Notes may be surrendered for conversion in accordance with this clause (i) and shall notify the Trustee if the Notes become convertible in accordance with this clause (i).

(ii) The Notes may be surrendered for conversion during the five Business Day period after any five consecutive Trading Day period (the “ Measurement Period ”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of the Notes in accordance with the procedures set forth in this clause (ii), for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate (the “ Trading Price Condition ”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this clause (ii) and the definition of Trading Price set forth in Section 1.02. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price of the Notes in accordance with this clause (ii) unless requested by the Company, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the

Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (or, if the Company is then acting as Bid Solicitation Agent, the Company does not obtain) bids when required, then the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each day the Company fails to do so. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent.

(iii) If the Company elects to:

(A) issue to all or substantially all holders of its Common Stock rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase shares of its Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance; or

(B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in each case, the Company shall notify the Holders of the Notes at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender Notes for conversion at any time until the earlier of (x) the close of business on the Business Day immediately preceding such Ex-Dividend Date and (y) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time.

(iv) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Notes pursuant to Article 3, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, transfer or lease of all or substantially all of its assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Notes may be surrendered for conversion at any time from or after the date which is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the

Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. The Company shall notify Holders and the Trustee (i) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or (ii) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction.

SECTION 4.02 Conversion Procedures.

(a) Each Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the procedures of the Depositary.

(b) In order to exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Conversion Agent, and pay the funds, if any, required by Section 4.03(d) and any taxes or duties if required pursuant to Section 4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall:

(i) complete and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion (the “ Conversion Notice ”) or a facsimile of the Conversion Notice;

(ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent;

(iii) if required, furnish appropriate endorsements and transfer documents,

(iv) if required, make any payment required under Section 4.03(d); and

(v) if required, pay all transfer or similar taxes as set forth in Section 4.08.

The date on which the Holder satisfies all of the applicable requirements set forth above shall be the “ Conversion Date ” with respect to such Notes surrendered for conversion. The Conversion Agent will, as promptly as possible, and in any event within one Business Day of the receipt thereof, provide the Company with notice of any conversion by a Holder of the Notes.

(c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable on conversion are to be issued in the same name as the

registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney.

(d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes.

Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date; provided, however , that the Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the related Cash Settlement Averaging Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon the Conversion Date of Notes surrendered for conversion, such Person shall no longer be a Holder with respect to such Notes.

(e) Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation on such Global Notes as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee.

(f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such Fundamental Change Purchase Notice is withdrawn in accordance with Article 3 prior to the close of business on the Business Day prior to the relevant Fundamental Change Purchase Date.

SECTION 4.03 Settlement Upon Conversion. (a) Subject to this Section 4.03 and Section 4.06(b), upon conversion of any Note, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either cash (“ Cash Settlement ”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with clause (e) of this Section 4.03 (“ Physical Settlement ”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with clause (e) of this Section 4.03 (“ Combination Settlement ”), at its election, as set forth in this Section 4.03.

(i) All conversions occurring on or after April 15, 2018 shall be settled using the same Settlement Method.

(ii) Prior to April 15, 2018, the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversion with a Conversion Date that occurs on or after April 15, 2018, the Company shall not have any obligation to use the same Settlement Method with respect to conversions with Conversion Dates that occur on different Trading Days.

(iii) If, in respect of any Conversion Date (or the period beginning on, but excluding, April 15, 2018 and ending on, and including, the Business Day immediately preceding the Stated Maturity, as the case may be), the Company elects to deliver a notice (a “ Settlement Notice ”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the second Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after April 15, 2018, no later than April 15, 2018).

If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount in such Settlement Notice, the Specified Dollar Amount shall be deemed to be equal to $1,000.

(iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “ Settlement Amount ”) shall be computed as follows:

(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to the product of (1) the aggregate principal amount of Notes to be converted, divided by $1,000, and (2) the applicable Conversion Rate;

(B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Cash Settlement Averaging Period; and

(C) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement (or is deemed to have so elected), the Company shall pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Cash Settlement Averaging Period.

(v) The Company shall pay or deliver, as the case may be, the consideration due in respect of its Conversion Obligation no later than the third Business Day

immediately following the relevant Conversion Date, if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, and no later than the third Business Day immediately following the last Trading Day of the Cash Settlement Averaging Period, in the case of an election to satisfy its Conversion Obligation in respect of such conversion by any other Settlement Method.

(b) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agents (if other than the Trustee) shall have no responsibility for any such determination.

(c) Subject to Section 4.03(d), upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest, if any.

(d) Upon the conversion of any Notes, the Holder of such Notes shall not be entitled to receive any separate cash payment for accrued and unpaid interest, if any, except to the extent specified below. The Company’s delivery to the Holder of cash, shares of Common Stock, or a combination of cash and shares of Common Stock, together with any cash payment for any fractional share of Common Stock, if applicable, into which a Note is convertible shall be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest shall be deemed to be paid first out of any cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on any Regular Record Date and prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes at the close of business on such Regular Record Date shall receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Stated Maturity, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date, or (iii) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note.

(e) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP of the Common Stock on the relevant

Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Cash Settlement Averaging Date (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Cash Settlement Averaging Period and any fractional share remaining after such computation shall be paid in cash. In addition, if more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.

SECTION 4.04 Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustment to the Conversion Rate if Holders of the Notes participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 4.04, without having to convert their Notes, as if such Holders held a number of shares of Common Stock equal to the Conversion Rate in effect for such Notes immediately prior to the Ex-Dividend Date for such event, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If the Company exclusively issues shares of its Common Stock as a dividend or distribution on shares of its Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;

CR 1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or such effective date;

OS 0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or such effective date; and

OS 1	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 4.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination. If any

dividend or distribution of the type described in this Section 4.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 4.04(a) is announced but the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

(b) If the Company issues to all or substantially all holders of its Common Stock any rights, options or warrants entitling them for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;

CR 1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

OS 0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this Section 4.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or

warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this Section 4.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of its or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding

(i) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 4.04(a) or Section 4.04(b);

(ii) dividends or distributions paid exclusively in cash; and

(iii) Spin-Offs as to which the provisions set forth below in this Section 4.04(c) shall apply;

(any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “ Distributed Property ”), then the Conversion Rate shall be increased based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR 1	=	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

SP 0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property distributed with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 4.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Notes shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of the Distributed Property that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.

Any increase made under the above portion of Section 4.04(c) shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared.

With respect to an adjustment pursuant to this Section 4.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company (a “ Spin-Off ”), the Conversion Rate shall be increased based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR 1	=	the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV 0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “ Valuation Period ”); and

MP 0	=	the average of the Last Reported Sale Prices of Common Stock over the Valuation Period.

The adjustment to the Conversion Rate under the preceding paragraph shall occur on the last day of the Valuation Period; provided that in respect of any conversion during the Valuation Period

references in the portion of this Section 4.04(c) related to Spin-Offs to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Conversion Date in determining the applicable Conversion Rate.

For the purposes of this Section 4.04(c) (and subject in all respects to Section 4.12), rights, options or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “ Trigger Event ”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.04(c), (and no adjustment to the Conversion Rate under this Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Supplemental Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any Holders thereof, upon such final redemption or repurchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Stock with respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

For purposes of this Section 4.04(c) and subsections (a) and (b) of this Section 4.04, any dividend or distribution to which this Section 4.04(c) applies which also includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 4.04(a) applies (the “ Clause A Distribution ”);

(B) a dividend or distribution of rights, options or warrants to which Section 4.04(b) applies (the “ Clause B Distribution ”),

then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 4.04(c) applies (the “ Clause C Distribution ”) and any Conversion Rate adjustment required by this Section 4.04(c) with respect thereto shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 4.04(a) and Section 4.04(b) with respect thereto shall then be made, except that, if determined by the Company, (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or such effective date” within the meaning of Section 4.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 4.04(b).

(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.07 per share (the “ Initial Dividend Threshold ”), the Conversion Rate shall be adjusted based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

CR 1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

SP 0	=	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

T	=	the Initial Dividend Threshold; provided that if the dividend or distribution is not a regular cash dividend, the Initial Dividend Threshold shall be deemed to be zero; and

C	=	the amount in cash per share that the Company distributes to holders of the Common Stock.

The Initial Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the Initial Dividend Threshold for any adjustment made to the Conversion Rate pursuant to this Section 4.04(d).

Any increase pursuant to this Section 4.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP 0 ” (as defined above), in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

If such dividend or distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

where,

CR 0	=	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

CR 1	=	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender offer or exchange offer;

OS 0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer);

OS 1	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

SP 1

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the Conversion Rate under this Section 4.04(e) shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion within 10 Trading Days immediately following, and including, the expiration date of any tender or exchange offer, references in this Section 4.04(e) with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and the Conversion Date in determining the applicable Conversion Rate.

(f) The Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to this Section 4.04(f), the Company shall mail to Holders of record of the Notes a notice of the increase at least 10 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(g) The Company may (but shall not be required to) increase the Conversion Rate, in addition to any adjustments pursuant to Section 4.04(a), 4.04(b), 4.04(c), 4.04(d), 4.04(e) or 4.04(f), if the Board of Directors considers such increase to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

(h) Notwithstanding this Section 4.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the Common Shares as of the related Conversion Date as described under Section 4.02(d) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 4.04, the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder will be treated as if such Holder were the record owner of shares on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. The term “ Record Date ” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

(i) All calculations under this Article 4 shall be made by the Company and shall be made to the nearest cent (including, in the case of any adjustment to the Conversion Rate, the

resulting adjustment to the Conversion Price) or to the nearest one ten-thousandth of a share. No adjustment shall be required to be made for the Company’s issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or rights to purchase shares of Common Stock or such convertible or exchangeable securities, other than as provided in this Section 4.04 and in Section 4.12.

(j) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each Holder of the Notes. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(k) For purposes of this Section 4.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(l) Notwithstanding anything to the contrary in this Article 4, no adjustment to the Conversion Rate shall be made:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) of this Section 4.04(l) and outstanding as of the date the Notes were first issued;

(iv) for a change in the par value of the Common Stock; or

(v) for accrued and unpaid interest on the Notes, if any.

SECTION 4.05 Certain Other Adjustments. Whenever any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including any Cash Settlement Averaging Period), the Company shall make appropriate

adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

SECTION 4.06 Adjustment to Shares Delivered Upon Conversion Upon a Make-Whole Fundamental Change. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “ Additional Shares ”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).

(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 4.03; provided, however , that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property is comprised entirely of cash, then, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the Make-Whole Fundamental Change and shall be deemed to be an amount equal to the applicable Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the Conversion Obligation deliverable by the Company shall be determined and paid to Holders in cash on the third Business Day following the Conversion Date.

(c) The number of Additional Shares, if any, by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “ Effective Date ”) and the price (the “ Stock Price ”) paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period.

The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A , in which case:

(i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 360-day year.

(ii) If the Stock Price is greater than $25.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no additional shares will be issued upon conversion.

(iii) If the Stock Price is less than $8.69 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no additional shares will be issued upon conversion.

Notwithstanding the foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion exceed 115.0747 per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 4.04.

(d) The Stock Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 4.04.

(e) The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five business days after such Effective Date.

SECTION 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale .

(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination);

(ii) any consolidation, merger or combination involving the Company;

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety; or

(iv) any statutory share exchange;

in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “ Merger Event ”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “ Reference Property ”, with each “ unit of Reference Property ” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however , that at and after the effective time of the Merger Event (i) the Company shall continue to have the right to determine the form of consideration to be paid and delivered, as the case may be, upon conversion of the Notes in accordance with Section 4.03 and (ii) (x) any amount payable in cash upon conversion of the Notes in accordance with Section 4.03 shall continue to be payable in cash, (y) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 4.03 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (z) the Daily VWAP shall be calculated based on the value of a unit of Reference Property.

If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.

The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture described in the second immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person.

(b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive Merger Events. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

(c) In connection with any Merger Event, the Initial Dividend Threshold shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be.

(i) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to the second paragraph of subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “ Merger Common Stock ”), the Initial Dividend Threshold at and after the effective time of such Merger Event shall be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Merger Event, divided by (y) the number of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Merger Event (such quotient rounded down to nearest cent).

(ii) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to the second paragraph of subsection (a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Stock, the Initial Dividend Threshold at and after the effective time of such Merger Event shall be equal to (x) the Initial Dividend Threshold immediately prior to the effective time of such Merger Event, multiplied by (y) the Merger Valuation Percentage for such Merger Event (such quotient rounded down to nearest cent).

(iii) For the avoidance of doubt, in the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to the second paragraph of subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of common stock, the Initial Dividend Threshold at and after the effective time of such Merger Event shall be equal to zero.

(d) For purposes of subsection (c) of this Section 4.07, the following terms shall have the following meanings:

(i) The “ Merger Valuation Pecentage ” for any Merger Event shall be equal to (x) the arithmetic average of the Last Reported Sale Prices of one share of such Merger Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to the “Merger Common Stock” for such Merger Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant Merger Valuation Period.

(ii) The “ Merger Valuation Period ” for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

SECTION 4.08 Taxes on Shares Issued. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue or delivery of shares of Common Stock on conversion of Notes pursuant hereto; provided, however , that if such documentary, stamp or similar issue or transfer tax is due because the Holder or beneficial owner of such Notes has requested that shares of Common Stock be issued in a name other than that of the Holder or beneficial owner of the converted Notes, then such taxes shall be paid by such Holder or beneficial owner, and the Company shall not be required to issue or deliver any stock certificate evidencing such shares unless and until such Holder or beneficial owner shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 4.09 Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock. The Company shall reserve, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder and that Physical Settlement is applicable).

The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder).

The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

SECTION 4.10 Responsibility of Trustee. The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or of any other securities or property that may at any time be issued or delivered upon the conversion of any Notes; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 4. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of

its capacities hereunder, including its capacity as Conversion Agent and if it is so appointed by the Company and accepts such appointment, as Bid Solicitation Agent.

SECTION 4.11 Notice to Holders Prior to Certain Actions. In case of any:

(a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 4.04 or Section 4.12; or

(b) Merger Event; or

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Supplemental Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder of Notes at such Holder’s address appearing on in the Security Register, which the Company shall provide to the Trustee, as promptly as practicable but in any event at least 10 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (y) the date on which such Merger Event, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend (or any other distribution), Merger Event, dissolution, liquidation or winding up.

SECTION 4.12 Stockholder Rights Plan. Each share of Common Stock, if any, issued upon conversion of Notes pursuant to this Article 4 shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any stockholder rights plan adopted by the Company and in effect upon conversion of such Notes, as the same may be amended from time to time. Notwithstanding the foregoing, if prior to any conversion such rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement, the Conversion Rate shall be adjusted at the time of separation as if the Company had distributed to all holders of the Common Stock, shares of the Company’s Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as described in Section 4.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

ARTICLE 5

REMEDIES

SECTION 5.01 Events of Default. In addition to the Events of Default specified in Section 501 of the Original Indenture, each of the following events shall be an “ Event of Default ” wherever used herein with respect to the Notes:

(a) default in the payment of principal of any Note when due and payable upon purchase in connection with a Fundamental Change, upon declaration of acceleration or otherwise;

(b) failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a Holder’s conversion right in accordance with Article 4, which failure continues unremedied for five days; and

(c) failure by the Company to provide a Fundamental Change Company Notice pursuant to Section 3.01(b) or notice of a specified corporate transaction required by Section 4.01(b)(iii) or Section 4.01(b)(iv) in accordance with the relevant Section, in each case when due; and

(d) default by the Company or any of its Subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of the Company or any such Subsidiary, whether such indebtedness exists on the date of this Supplemental Indenture or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise.

SECTION 5.02 Additional Interest. Notwithstanding any provisions of the Indenture to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to (i) its failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) its failure to comply with its reporting obligations in Section 703 of the Original Indenture, as modified by Section 2.03, shall after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes Outstanding (“ Additional Interest ”) for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 61st day after such Event of Default occurs (if such Event of Default is not cured or waived prior to such 61st day), the Notes shall be subject to acceleration as provided in Section 502 of the Original Indenture. This Section 5.02 shall not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default. In the event the Company does not timely elect to pay Additional Interest following an Event of Default in accordance with this Section 5.02, the Notes shall be subject to acceleration as provided in Section 502 of the Original Indenture.

In order to elect to pay Additional Interest as the sole remedy during the first 60 days after the occurrence of an Event of Default described in the immediately preceding paragraph, the Company must give notice to Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 60-day period. Upon the failure to timely give all Holders, the Trustee and the Paying Agent such notice, the Notes shall be immediately subject to acceleration as provided in Section 502 of the Original Indenture.

SECTION 5.03 Waiver; Unconditional Right of Holders to Receive Amounts Due Upon Conversion. (a) In addition to the circumstances set forth in Section 513 of the Original Indenture and notwithstanding any provision to the contrary in the Indenture, Holders of the Notes may not on behalf of the Holders of all Notes waive any past Default with respect to the Company’s failure to (a) pay or deliver, as the case may be, the consideration due upon conversion in accordance with Article 4 or (b) pay the Fundamental Change Purchase Price (if applicable) in accordance with Article 3.

(a) In addition to the circumstances set forth in Section 508 of the Original Indenture and notwithstanding any provision to the contrary in the Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive amounts due upon conversion in accordance with Article 4 and the Fundamental Change Purchase Price (if applicable) in accordance with Article 3 and to institute suit for the enforcement of any such payment or delivery, as the case may be, and such rights shall not be impaired without the consent of such Holder.

SECTION 5.04 Notice of Defaults. Notwithstanding any provision to the contrary in the Indenture, (a) the list of exceptions in Section 601 of the Original Indenture pursuant to which the Trustee may not withhold notice of any Default under the Indenture shall include the payment of the Fundamental Change Purchase Price (if applicable) in accordance with Article 3 and the payment or delivery, as the case may be, of the consideration due upon conversion of the Notes in accordance with Article 4 and (b) in addition to any obligations of the Company under Section 601 of the Original Indenture, the Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events that would constitute an Event of Default, the status of such events and what action the Company is taking or proposes to take in respect thereof.

SECTION 5.05 Overdue Payments. Notwithstanding Section 503 of the Original Indenture, payments of (a) principal of the Notes, (b) to the extent lawful, interest on the Notes and (c) the Fundamental Change Purchase Price (if applicable) in accordance with Article 3 that are not made when due shall, in each case, accrue interest at the annual rate of the then-applicable interest rate of the Notes from the required payment date (any such amounts, “ Defaulted Amounts ”). The Company shall pay any such Defaulted Amounts in accordance with the provisions of Section 307 of the Original Indenture and, for this purpose, each reference to Defaulted Interest in the Original Indenture shall be deemed to be a reference to Defaulted Amounts. In addition, all references in Section 503 of the Original Indenture to “principal” shall, with respect to the Notes, be deemed to be references to “principal (including the Fundamental Change Purchase Price, if applicable).”

ARTICLE 6

SATISFACTION AND DISCHARGE

SECTION 6.01 Satisfaction and Discharge of the Supplemental Indenture. Articles 4 and 14 of the Original Indenture shall not apply to the Notes. Instead, the satisfaction and discharge provisions set forth in this Article 6 shall, with respect to the Notes, supersede in their entirety Articles 4 and 14 of the Original Indenture, and all references in the Original Indenture to Articles 4 and 14 thereof and satisfaction and discharge provisions therein, as the

case may be, shall, with respect to the Notes, be deemed to be references to this Article 6 and the satisfaction and discharge provisions set forth in this Article 6, respectively. When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or cash and shares of Common Stock, if any (in the case of any conversion to which Physical Settlement or Combination Settlement applies), sufficient to pay all amounts due (and shares of Common Stock deliverable following conversion, if applicable) on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated Maturity of the Notes or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Supplemental Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 102 of the Original Indenture and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Supplemental Indenture or the Notes.

Notwithstanding the satisfaction and discharge of this Supplemental Indenture or the Original Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under this Section 6.01 or Section 606 of the Original Indenture, the obligations of the Company to any Authenticating Agent under Section 611 of the Original Indenture and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of Section 401 of the Original Indenture, the obligations of the Trustee under Section 402 of the Original Indenture and the last paragraph of Section 1003 of the Original Indenture shall survive.

SECTION 6.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 6.04, all monies and shares of Common Stock, if any, deposited with the Trustee pursuant to Section 6.01 shall be held in trust for the sole benefit of the Holders of the Notes, and such monies and shares of Common Stock shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent),

to the Holders of the particular Notes for the payment, settlement or redemption of which such monies or shares of Common Stock have been deposited with the Trustee, of all sums or amounts due and to become due thereon for principal and interest, if any.

SECTION 6.03 Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all monies and shares of Common Stock, if any, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies and shares of Common Stock.

SECTION 6.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies and shares of Common Stock deposited with or paid to the Trustee for payment of the principal of or interest, if any, on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability of the Trustee shall thereupon cease with respect to such monies and shares of Common Stock; and the Holder of any of the Notes shall thereafter look only to the Company for any payment or delivery that such Holder of the Notes may be entitled to collect unless an applicable abandoned property law designates another Person.

SECTION 6.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or shares of Common Stock in accordance with Section 6.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 6.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money and shares of Common Stock in accordance with Section 6.02; provided, however , that if the Company makes any payment of interest on, principal of or payment or delivery in respect of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or shares of Common Stock, if any, held by the Trustee or Paying Agent.

ARTICLE 7

SUPPLEMENTAL INDENTURES

SECTION 7.01 Supplemental Indentures Without Consent of Holders. In addition to any permitted amendment or supplement to the Indenture pursuant to Section 901 of the Original Indenture, the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder of the Notes:

(a) to add guarantees with respect to the Notes or remove any such guarantees;

(b) to secure the Notes;

(c) to cure any omission, ambiguity, manifest error or defect and correcting any inconsistency in the Indenture or to make any change that does not adversely affect the rights of any Holder;

(d) to add provisions for the issuance of Additional Notes;

(e) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;.

(f) to comply with their obligations to execute and deliver a supplemental indenture hereunder including pursuant to the provisions of Section 4.07, 8.01 or 8.02; or

(g) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued as Registered Securities for purposes of Section 163(f) of the United States Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the United States Internal Revenue Code of 1986, as amended.

Clause (c) of this Section 7.01 shall, with respect to the Notes, supersede in its entirety Section 901(8) of the Original Indenture and all references in the Original Indenture to Section 901(8) shall, with respect to the Notes, be deemed to be references to clause (c) of this Section 7.01.

SECTION 7.02 Supplemental Indentures With Consent of Holders. In addition to the amendments or supplements to the Indenture pursuant to Section 902 of the Original Indenture that require the consent of each Holder of an Outstanding Note affected thereby, no amendment, supplement or waiver, including a waiver in relation to a past Event of Default, may:

(a) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make any such payment, whether through an amendment or waiver of provisions in the covenants, definitions related thereto or otherwise; or

(b) change the ranking of the Notes.

SECTION 7.03 Notice of Amendment or Supplement. After an amendment or supplement under this Article 7 or Article 9 of the Original Indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.

SECTION 7.04 Additional Trustee Provisions to be Added to Section 602 of the Original Indenture . In no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or

malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances.

The Trustee may request that the Company deliver and Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant o this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

The permissive rights of the Trustee enumerated herein shall not be construed as duties.

ARTICLE 8

SUCCESSOR COMPANY

SECTION 8.01 Consolidation, Merger and Sale of Assets. In addition to the provisions set forth under Article 8 of the Original Indenture, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless:

(a) the resulting, surviving or transferee Person (if not the Company) (the “ Successor Company ”) is an entity organized and existing under the laws of the U.S., any state thereof or the District of Columbia and such Successor Company (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and

(b) if as a result of such transaction the Notes become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such Successor Company under the Notes and the Supplemental Indenture; and

(c) in the case of any sale, conveyance, transfer or lease that constitutes a Merger Event, or any consolidation or merger, the resulting, surviving or transferee person (if not the Company) is a corporation; and

(d) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under the Indenture; and

(e) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to Section 8.03.

In the case of a sale, conveyance, transfer or lease to one or more of the Company’s Subsidiaries of all or substantially all of the Company’s properties and assets, the Notes will remain convertible into the Common Stock, subject to the provisions described in Section 4.07.

SECTION 8.02 Successor Person Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving

corporation and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or satisfied by the Company, such Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part, and the Company shall be discharged from its obligations under the Notes and the Indenture, except in the case of a lease of all or substantially all of the Company’s properties and assets. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer, upon compliance with this Article 8 the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 8 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture.

SECTION 8.03 Opinion of Counsel to Be Given to Trustee. Prior to execution of any supplemental indenture pursuant to this Article 8, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel in accordance with Section 102 of the Original Indenture as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 8.

ARTICLE 9

MISCELLANEOUS

SECTION 9.01 Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH OF THE NOTES, AND ANY CLAIM CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE AND EACH OF THE NOTES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS).

SECTION 9.02 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 9.03 Legal Holidays. All references in Section 112 of the Original Indenture to “Repayment Date” shall, for purposes of the Notes, be deemed to be references to “Fundamental Change Purchase Date.”

SECTION 9.04 No Security Interest Created. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

SECTION 9.05 Trust Indenture Act . This Supplemental Indenture will be subject to, and governed by, the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 9.06 Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture or in the Notes or coupons, express or implied, shall give to any Person (including any Security Registrar, any Paying Agent, any Authenticating Agent, Conversion Agent, any Bid Solicitation Agent and their successors hereunder), other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 9.07 Calculations. The Company shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, accrued interest payable on the Notes and the Conversion Rate. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent (if other than the Trustee), and each of the Trustee and Conversion Agent (if other than the Trustee) is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company.

SECTION 9.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 9.09 Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 9.10 Separability Clause. In case any provision in this Supplemental Indenture or in any Note or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 9.11 Ratification of Original Indenture. The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided. For the avoidance of doubt, each of the Company and each

Holder of the Notes, by its acceptance of such Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Original Indenture are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, as if set forth herein in full.

SECTION 9.12 The Trustee . The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein.

SECTION 9.13 Applicability of First Supplemental Indenture and Second Supplemental Indenture . The First Supplemental Indenture (the “ First Supplemental Indenture ”) to the Original Indenture, dated as of June 14, 2007, among Janus Capital Group Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), and the Second Supplemental Indenture (the “ Second Supplemental Indenture ”) to the Original Indenture, dated as of July 21, 2009, among Janus Capital Group Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), shall not apply to the Notes and the term Indenture as used herein shall not include the First Supplemental Indenture or the Second Supplemental Indenture.

[ Remainder of the page intentionally left blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

	JANUS CAPITAL GROUP INC.


	By:	/s/ Jennifer McPeek
	Name:	Jennifer McPeek
	Title:	Senior Vice President, Corporate Finance and Treasurer

[Signature Page to Third Supplemental Indenture
Trustee Signature Follows]

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee


By:	/s/ Lawrence M. Kusch
	Name:	LAWRENCE M. KUSCH
	Title:	VICE PRESIDENT

[Signature Page to Third Supplemental Indenture]

SCHEDULE A

The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to Section 4.06 for each Stock Price and Effective Date set forth below:

Effective Date	$ 8.69	$ 9.00	$ 9.50	$ 10.00	$10.86	$ 11.00	$ 12.50	$ 15.00	$ 20.00	$ 22.50	$ 25.00
6/19/2013	23.0149	21.3263	18.1512	15.4527	11.7090	11.1862	6.8244	2.8085	0.2281	0.0371	0.0084
7/15/2014	23.0149	21.0441	17.7618	14.9835	11.1561	10.6253	6.2412	2.3343	0.0706	0.0005	0.0002
7/15/2015	23.0149	20.7123	17.2980	14.4253	10.5071	9.9688	5.5843	1.8556	0.0205	0.0003	0.0002
7/15/2016	23.0149	20.2686	16.6389	13.6135	9.5504	9.0011	4.6350	1.2228	0.0000	0.0000	0.0000
7/15/2017	23.0149	19.5120	15.4598	12.1374	7.8162	7.2524	3.0255	0.3918	0.0000	0.0000	0.0000
7/15/2018	23.0149	19.0513	13.2034	7.9402	0.0212	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

EXHIBIT A

[FORM OF FACE OF NOTE]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

No. [ ]

Initially $[ ]

CUSIP No. 47102X AH8

JANUS CAPITAL GROUP INC., a Delaware corporation (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay CEDE & CO., or registered assigns, [ ] MILLION DOLLARS ($[ ]) (or such lesser principal amount as shall be specified in the “Schedule of Exchanges of Securities” attached hereto) on July 15, 2018 unless earlier converted or repurchased, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture.

This Note shall bear interest at a rate of 0.75% per annum from June 19, 2013 or from the most recent date to which interest had been paid or provided to, but excluding, the next scheduled Interest Payment Date, until the principal hereof shall be repaid. Interest on this Note will be computed on the basis of a 360-day year composed of twelve 30-day months. Interest is payable semi-annually in arrears on each January 15 and July 15, commencing on January 15, 2014, to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on the Regular Record Date for such interest. Additional Interest will be payable at the option of the Company on the terms set forth in Section 5.02 of the within-mentioned Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to such Section 5.02 and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

The Company will pay interest on overdue principal (including the Fundamental Change Purchase Price, if applicable), and, to the extent lawful, on Defaulted Interest, in each case at the annual rate of the then-applicable interest rate from the required payment date. Interest not paid when due and any interest on principal (including the Fundamental Change Purchase Price, if applicable) or interest not paid when due shall be paid to Holders by the Company in accordance with the provisions of Section 307 of the Original Indenture and, for this purpose, each reference to Defaulted Interest in the Original Indenture shall be deemed to include such interest payable in respect of overdue principal (including the Fundamental Change Purchase Price, if applicable).

The Company shall pay principal of and interest on this Note, so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes and its agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer.

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Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control. This Note, and any claim or controversy or dispute arising under or related to this Note, shall be governed by and construed in accordance with the laws of the State of New York (without regard to principles of conflicts of laws).

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[ Remainder of page intentionally left blank ]

A-3

IN WITNESS WHEREOF, JANUS CAPITAL GROUP INC. has caused this instrument to be signed manually or by facsimile by one of its duly authorized Officers.

Dated: [ ]

	JANUS CAPITAL GROUP INC.


	By:
		Name:
		Title:

A-4

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series referred to in the within-mentioned Indenture.

Dated: [ ]

	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Trustee


	By:
		Name:
		Title:

A-5

[FORM OF REVERSE OF NOTE]

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

This Note is one of a duly authorized issue of Securities of the Company (herein called the “ Notes ”), issued under an Indenture dated as of November 6, 2001, as previously amended and supplemented from time to time in accordance with the terms thereof (herein called the “ Original Indenture ”) and as further supplemented by the Third Supplemental Indenture dated as of June 19, 2013 (herein called the “ Supplemental Indenture ” and the Original Indenture, as supplemented by the Supplemental Indenture, the “ Indenture ”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., herein called the “ Trustee ”, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.

This Note is not subject to redemption at the option of the Company prior to July 15, 2018 and, for the avoidance of doubt, this Note is not subject to the provisions of Article 11 of the Original Indenture.

The provisions in Articles 4 and 14 of the Original Indenture shall not apply with respect to the Notes, and Article 6 of the Supplemental Indenture supersedes the entirety thereof.

As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price.

As provided in and subject to the provisions of the Indenture, the Holder hereof has the right, at its option (i) during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the Business Day immediately preceding April 15, 2018, and (ii) on or after April 15, 2018, at any time prior to the close of business on the Business Day immediately preceding the Stated Maturity, to convert this Note or a portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination thereof, at the Company’s election, at the applicable Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

As provided in and subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price and the principal amount on the Stated Maturity thereof, as the case may be, to the holder who surrenders a Note to the Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

A-6

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in and subject to the provisions of the Indenture, in case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of and interest on all Notes may be declared due and payable, by either the Trustee or Holders of not less than 25% in aggregate principal amount of Notes then Outstanding, and upon said declaration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of, interest on and the consideration due upon conversion of, this Note at the time, place and rate, and in the coin and currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose name the Note

A-7

is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT
		Custodian
	(Cust)

TEN ENT - as tenants by the entireties
	(Minor)

JT TEN - as joint tenants with right of
Survivorship and not as tenants in common	Uniform Gifts to Minors Act		(State)

Additional abbreviations may also be used though not in the above list.

A-9

SCHEDULE A

SCHEDULES OF EXCHANGES OF SECURITIES

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Notes due 2018

The initial principal amount of this Global Note is [ ] MILLION DOLLARS ($[ ]). The following exchanges, purchases or conversions of a part of this Global Note have been made:

	Amount of decrease in	Amount of increase in	Principal amount of this	Signature of authorized
Date of	principal amount of this	principal amount of this	Global Note following	signatory of Trustee or
Exchange	Global Note	Global Note	such decrease or increase	Custodian

A-10

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: Janus Capital Group Inc.

The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or a portion hereof (which is $1,000 or an integral multiple hereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms of the Indenture referred to in this Note, and directs that cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any check in payment for fractional shares of Common Stock, and any Notes representing any unconverted principal amount hereof, be paid or issued and delivered, as the case may be, to the registered Holder hereof unless a different name has been indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the close of business on a Regular Record Date and prior to the open of business on the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note to be converted. If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto as set forth in Section 4.08 of the Supplemental Indenture. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

Principal amount to be converted (in an integral multiple of $1,000, if less than all):




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.




	Signature Guarantee

Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder.


(Name)


(Address)

Please print Name and Address
(including zip code number)

Social Security or other Taxpayer
Identifying Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE]

To: Janus Capital Group Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Janus Capital Group Inc. (the “ Company ”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date.

In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

			Signature(s)


			Social Security or Other Taxpayer Identification Number

			principal amount to be repaid (if less than all):
			$ , 000

			NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints to transfer the said Note on the books of the Company, with full power of substitution in the premises.




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.




	Signature Guarantee

Exhibit 4.10

A-1

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

No. R-1

Initially $116,602,000

CUSIP No. 47102X AH8

JANUS CAPITAL GROUP INC., a Delaware corporation (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay CEDE & CO., or registered assigns, ONE HUNDRED AND SIXTEEN MILLION, SIX HUNDRED AND TWO THOUSAND DOLLARS ($116,602,000) (or such lesser principal amount as shall be specified in the “Schedule of Exchanges of Securities” attached hereto) on July 15, 2018 unless earlier converted or repurchased, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture.

A-2

agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[ Remainder of page intentionally left blank ]

A-3

IN WITNESS WHEREOF, JANUS CAPITAL GROUP INC. has caused this instrument to be signed manually or by facsimile by one of its duly authorized Officers.

Dated: June 19, 2013


	JANUS CAPITAL GROUP INC.


	By:	/s/ Jennifer McPeek
		Name:	Jennifer McPeek
		Title:	Senior Vice President,
		Corporate Finance and Treasurer

[Signature Page to Global Note]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series referred to in the within-mentioned Indenture.

Dated: June 19, 2013

	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Trustee


	By:	/s/ Lawrence M. Kusch
		Name:	LAWRENCE M. KUSCH
		Title:	VICE PRESIDENT

[Signature Page to Global Note]

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

The provisions in Articles 4 and 14 of the Original Indenture shall not apply with respect to the Notes, and Article 6 of the Supplemental Indenture supersedes the entirety thereof.

A-6

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose name the Note

A-7

is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT
		Custodian
	(Cust)

TEN ENT - as tenants by the entireties
	(Minor)

JT TEN - as joint tenants with right of
Survivorship and not as tenants in common	Uniform Gifts to Minors Act		(State)

Additional abbreviations may also be used though not in the above list.

A-9

SCHEDULE A

SCHEDULES OF EXCHANGES OF SECURITIES

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Notes due 2018

The initial principal amount of this Global Note is ONE HUNDRED AND SIXTEEN MILLION, SIX HUNDRED AND TWO THOUSAND DOLLARS ($116,602,000). The following exchanges, purchases or conversions of a part of this Global Note have been made:

	Amount of decrease in	Amount of increase in	Principal amount of this	Signature of authorized
Date of	principal amount of this	principal amount of this	Global Note following	signatory of Trustee or
Exchange	Global Note	Global Note	such decrease or increase	Custodian

A-10

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: Janus Capital Group Inc.

Principal amount to be converted (in an integral multiple of $1,000, if less than all):




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.




	Signature Guarantee

Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder.


(Name)


(Address)

Please print Name and Address
(including zip code number)

Social Security or other Taxpayer
Identifying Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE]

To: Janus Capital Group Inc.

In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

			Signature(s)


			Social Security or Other Taxpayer Identification Number

			principal amount to be repaid (if less than all):

			$ , 000

			NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.




	Signature Guarantee

Exhibit 4.10.1

June 19, 2013

The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Attention: Global Corporate Trust

Officers’ Certificate

Ladies and Gentlemen:

Pursuant to Sections 102 and 301 of the Indenture dated as of November 6, 2001, as supplemented (the “ Indenture ”), between Janus Capital Group Inc. (the “ Company ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), and by authority established under the resolutions, dated May 20, 2013 adopted by the Board of Directors of the Company, delivered herewith, the undersigned officers of the Company do hereby certify that:

1. The title of the Securities is 0.75% Notes due 2018 (the “ Notes ”). The CUSIP number for the Notes is set forth in the Note specimen attached hereto as Exhibit A.

2. The Notes will be initially authenticated and delivered under the Indenture in the amount of $116,602,000. Additional Notes, without limitation as to amount, having the same terms and conditions as the outstanding Notes (except for the issue date, issue price and, if applicable, the first payment of interest) may also be issued by the Company pursuant to the Indenture without the consent of the existing holders of the Notes. Any such additional Notes as may be issued pursuant to the Indenture from time to time shall be part of the same series as the then-outstanding Notes.

3. The maturity of the Notes is July 15, 2018.

4. The Notes shall bear interest at a fixed rate of 0.75%. The date from which interest shall accrue, the interest payment dates, the record date for interest payable, and the other terms of payment of interest on the Notes are set forth in the Note specimen attached hereto as Exhibit A.

5. The optional redemption provisions applicable to the Notes are set forth in the Note specimen attached hereto as Exhibit A.

6. If at the time a redemption notice is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the redemption date and such notice shall be of no effect unless such moneys are so received. Any redemption may be conditioned upon the consummation of one or more other transactions, including any debt or equity issuance by us or any of our parent companies.

7. There is no obligation of the Company to redeem or purchase the Notes pursuant to any sinking fund or analogous provision.

8. The denomination in which the Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

9. The Notes will be initially issued in global form to Cede & Co., the nominee of The Depository Trust Company, as Depositary.

10. All other terms of the Notes are set forth in the Note specimen attached hereto as Exhibit A.

11. We have read the Indenture, including the provisions of Sections 102, 201, 203, 301, 303 and 901, and examined such other documents relating to the issuance and sale of the Notes by the Company as we deemed necessary to enable us to make the statement that in our opinion, as of the date hereof, whether or not the Company has complied with all conditions precedent to the authentication and delivery of the Notes as provided for in the Indenture, which authentication will be effectuated pursuant to the Company’s written order and instructions. In our opinion, such conditions precedent have been complied with.

We hereby request that the Trustee authenticate and deliver the Notes to Cede & Co.

All capitalized terms not defined herein, which are defined in the Indenture or the Note specimen attached hereto as Exhibit A shall have the meanings assigned to them therein.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Officers’ Certificate as of the date above written.

By:	/s/ Jennifer McPeek
	Name:	Jennifer McPeek
	Title:	Senior Vice President, Corporate
		Finance and Treasurer


By:	/s/ David Grawemeyer
	Name:	David Grawemeyer
	Title:	Secretary

[Signature Page to Officer’s Certificate to Indenture]

EXHIBIT A

A-1

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

No. R-1

Initially $116,602,000

CUSIP No. 47102X AH8

JANUS CAPITAL GROUP INC., a Delaware corporation (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay CEDE & CO., or registered assigns, ONE HUNDRED AND SIXTEEN MILLION, SIX HUNDRED AND TWO THOUSAND DOLLARS ($116,602,000) (or such lesser principal amount as shall be specified in the “Schedule of Exchanges of Securities” attached hereto) on July 15, 2018 unless earlier converted or repurchased, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture.

A-2

agency in New York, New York as a place where Notes may be presented for payment or for registration of transfer.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[ Remainder of page intentionally left blank ]

A-3

IN WITNESS WHEREOF, JANUS CAPITAL GROUP INC. has caused this instrument to be signed manually or by facsimile by one of its duly authorized Officers.

Dated: June 19, 2013


	JANUS CAPITAL GROUP INC.


	By:	/s/ Jennifer McPeek
		Name:	Jennifer McPeek
		Title:	Senior Vice President,
		Corporate Finance and Treasurer

[Signature Page to Global Note]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series referred to in the within-mentioned Indenture.

Dated: June 19, 2013


	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as Trustee


	By:	/s/ Lawrence M. Kusch
		Name:	LAWRENCE M. KUSCH
		Title:	VICE PRESIDENT

[Signature Page to Global Note]

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Note due 2018

The provisions in Articles 4 and 14 of the Original Indenture shall not apply with respect to the Notes, and Article 6 of the Supplemental Indenture supersedes the entirety thereof.

A-6

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person in whose name the Note

A-7

is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT
		Custodian
	(Cust)

TEN ENT - as tenants by the entireties
	(Minor)

JT TEN - as joint tenants with right of
Survivorship and not as tenants in common	Uniform Gifts to Minors Act		(State)

Additional abbreviations may also be used though not in the above list.

A-9

SCHEDULE A

SCHEDULES OF EXCHANGES OF SECURITIES

JANUS CAPITAL GROUP INC.

0.75% Convertible Senior Notes due 2018

	Amount of decrease in	Amount of increase in	principal amount of this	Signature of authorized
Date of	Principal amount of this	principal amount of this	Global Note following	signatory of Trustee or
Exchange	Global Note	Global Note	such decrease or increase	Custodian

A-10

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: Janus Capital Group Inc.

Principal amount to be converted (in an integral multiple of $1,000, if less than all):




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.




	Signature Guarantee

Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder.


(Name)


(Address)

Please print Name and Address
(including zip code number)

Social Security or other Taxpayer
Identifying Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE]

To: Janus Capital Group Inc.

In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

			Signature(s)



			Social Security or Other Taxpayer Identification Number

			principal amount to be repaid (if less than all):
			$ , 000

			NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]




	Signature(s)

	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.



	Signature Guarantee

Exhibit 10.2

EXECUTION VERSION

$200,000,000

5-YEAR REVOLVING CREDIT FACILITY AGREEMENT

dated as of November 25, 2013,

among

JANUS CAPITAL GROUP INC.,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent

and

CITIBANK, N.A.,

as Documentation Agent

J.P. MORGAN SECURITIES LLC

as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1

SECTION 1.01	Defined Terms	1
SECTION 1.02	Terms Generally	25
SECTION 1.03	Accounting Terms	26

ARTICLE II THE CREDITS		27

SECTION 2.01	Commitments	27
SECTION 2.02	Loans	27
SECTION 2.03	[RESERVED]	28
SECTION 2.04	Revolving Borrowing Procedure	28
SECTION 2.05	Swingline Loans	28
SECTION 2.06	Revolving Interest Elections	30
SECTION 2.07	Fees	31
SECTION 2.08	Repayment of Loans; Evidence of Debt	32
SECTION 2.09	Interest on Loans	32
SECTION 2.10	Default Interest	33
SECTION 2.11	Alternate Rate of Interest	33
SECTION 2.12	Termination and Reduction of Commitments	34
SECTION 2.13	Extension of Maturity Date	34
SECTION 2.14	Prepayment	35
SECTION 2.15	Reserve Requirements; Change in Circumstances	35
SECTION 2.16	Change in Legality	36
SECTION 2.17	Indemnity	37
SECTION 2.18	Pro Rata Treatment	38
SECTION 2.19	Sharing of Setoffs	38
SECTION 2.20	Payments	39
SECTION 2.21	Taxes	39
SECTION 2.22	Termination or Assignment of Commitments under Certain Circumstances	42
SECTION 2.23	Lending Offices and Lender Certificates; Survival of Indemnity	43
SECTION 2.24	Defaulting Lenders	43
SECTION 2.25	Commitment Increases	44

ARTICLE III REPRESENTATIONS AND WARRANTIES		45

SECTION 3.01	Corporate Existence and Standing	45
SECTION 3.02	Authorization and Validity	45
SECTION 3.03	No Conflict; Governmental Consent	46
SECTION 3.04	Compliance with Laws; Environmental and Safety Matters	46
SECTION 3.05	Financial Statements	46

SECTION 3.06	No Material Adverse Change	47
SECTION 3.07	Subsidiaries	47
SECTION 3.08	Litigation	47
SECTION 3.09	Material Agreements	47
SECTION 3.10	[RESERVED]	47
SECTION 3.11	Investment Company Act	47
SECTION 3.12	Use of Proceeds	47
SECTION 3.13	Taxes	48
SECTION 3.14	Accuracy of Information	48
SECTION 3.15	No Default	48
SECTION 3.16	Anti-Corruption Laws and Sanctions; Patriot Act	48
SECTION 3.17	Intellectual Property	48

ARTICLE IV CONDITIONS		49

SECTION 4.01	Conditions Precedent to Effectiveness	49
SECTION 4.02	All Borrowings	50

ARTICLE V AFFIRMATIVE COVENANTS		51

SECTION 5.01	Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties	51
SECTION 5.02	Insurance	52
SECTION 5.03	Compliance with Laws and Payment of Material Obligations and Taxes	52
SECTION 5.04	Financial Statements, Reports, etc.	52
SECTION 5.05	Notices of Material Events	54
SECTION 5.06	Books and Records; Access to Properties and Inspections	54
SECTION 5.07	Use of Proceeds	54
SECTION 5.08	Anti-Corruption Laws and Sanctions	55
SECTION 5.09	Additional Subsidiaries	55

ARTICLE VI NEGATIVE COVENANTS		55

SECTION 6.01	Indebtedness of Subsidiaries	55
SECTION 6.02	Liens	56
SECTION 6.03	[RESERVED]	58
SECTION 6.04	Mergers, Consolidations and Transfers of Assets	58
SECTION 6.05	Transactions with Affiliates	60
SECTION 6.06	Restrictive Agreements	60
SECTION 6.07	Certain Financial Covenants	61
SECTION 6.08	Margin Stock	61
SECTION 6.09	[RESERVED]	61
SECTION 6.10	Restricted Payments	61
SECTION 6.11	Limitations on Conduct of Business	61
SECTION 6.12	Anti-Corruption Laws and Sanctions; Patriot Act	61


ARTICLE VII EVENTS OF DEFAULT		62

ARTICLE VIII THE AGENT		64

ARTICLE IX MISCELLANEOUS		67

SECTION 9.01	Notices	67
SECTION 9.02	Survival of Agreement	67
SECTION 9.03	Effectiveness	68
SECTION 9.04	Successors and Assigns	68
SECTION 9.05	Expenses; Indemnity	70
SECTION 9.06	Right of Setoff	72
SECTION 9.07	Applicable Law	72
SECTION 9.08	Waivers; Amendment	72
SECTION 9.09	Interest Rate Limitation	73
SECTION 9.10	Entire Agreement	73
SECTION 9.11	WAIVER OF JURY TRIAL	73
SECTION 9.12	Severability	74
SECTION 9.13	Counterparts	74
SECTION 9.14	Headings	74
SECTION 9.15	Jurisdiction; Consent to Service of Process	74
SECTION 9.16	Confidentiality; Material Non-Public Information	75
SECTION 9.17	Electronic Communications	76
SECTION 9.18	Patriot Act	77
SECTION 9.19	No Fiduciary Relationship	77

Schedule 2.01	Commitments
Schedule 3.07	Subsidiaries
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Liens

Exhibit A	Form of Revolving Borrowing Request
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Subsidiary Guarantee
Exhibit E	Form of Maturity Date Extension Request
Exhibit F-1	Form of Increase Supplement
Exhibit F-2	Form of New Lender Supplement

iii

5-YEAR REVOLVING CREDIT FACILITY AGREEMENT (“ Revolving Credit Facility ”) dated as of November 25, 2013 (as it may be amended, supplemented or otherwise modified from time to time, this “ Agreement ”), among JANUS CAPITAL GROUP INC., a Delaware corporation (the “ Borrower ”); the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as the Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Syndication Agent, and CITIBANK, N.A., as Documentation Agent in the amount of $200.0 million (the loans thereunder, the “ Revolving Credit Loans ”).

The parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

“ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

“ ABR Loan ” shall mean any Revolving Loan or Swingline Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with Article II.

“ Additional Commitment Lender ” shall have the meaning assigned to such term in Section 2.25(a).

“ Adjusted LIBO Rate ” shall mean, with respect to any Eurodollar Revolving Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

“ Administrative Agent ” shall mean JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Loan Documents, and its successors in such capacity as provided in Article VIII.

“ Administrative Agent’s Fees ” shall have the meaning assigned to such term in Section 2.07(b).

“ Administrative Questionnaire ” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Subsidiary ” shall have the meaning assigned to such term in Section 6.04(c).

“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and, in any case, shall include, when used with respect to the Borrower or any Subsidiary, any joint venture in which the Borrower or such Subsidiary holds Equity Interests of any class representing 15% or more of the issued and outstanding Equity Interests of such class.

“ Agreement ” shall have the meaning assigned to such term in the preamble hereto.

“ Alternate Base Rate ” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1.00%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00%, and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month commencing two Business Days thereafter plus 1.00%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that (i) it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the definition of such term, Alternate Base Rate shall be determined without regard to clause (b) above until the circumstances giving rise to such inability no longer exist, or (ii) reasonable means do not exist for ascertaining the Adjusted LIBO Rate (determined as set forth above), the Alternate Base Rate shall be determined without regard to clause (c) above until such reasonable means again exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“ Anti-Corruption Laws ” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time directly regulating bribery or corruption.

“ Applicable Rate ” shall mean, for any day on or after the Closing Date, with respect to any ABR Loan, any Eurodollar Revolving Loan or the Commitment Fees payable hereunder, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Revolving Spread” or “Commitment Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such day to the Index Debt:

Index Debt Ratings	ABR Spread		Eurodollar Revolving Spread		Commitment Fee Rate
Category 1
BBB+/Baal or higher	0.25	%	1.25	%	0.25	%

Category 2
BBB/Baa2	0.50	%	1.50	%	0.30	%

Category 3
BBB-/Baa3	0.75	%	1.75	%	0.375	%

Category 4
BB+/Bal	1.25	%	2.25	%	0.50	%

Category 5
Lower than BB+/Bal or unrated	1.50	%	2.50	%	0.60	%

For purposes of the foregoing, (a) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories above the other, in which case the Applicable Rate shall be determined by reference to the Category one level above the Category corresponding to the lower rating; and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating of the other rating agency (or, if the circumstances referred to in this sentence shall affect both rating agencies, the ratings most recently in effect prior to such changes or cessations).

“ Arranger ” shall mean J.P. Morgan Securities LLC.

“ Assignment and Assumption ” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04, in the form of Exhibit B, or any other form approved by the Administrative Agent and the Borrower.

“ Attributable Debt ” shall mean, at any date, in respect of any lease entered into by the Borrower or any Subsidiary as part of a Sale and Leaseback Transaction, (a) if obligations under such lease are Capitalized Lease Obligations, the capitalized amount thereof that would appear on a balance sheet of the Borrower or such Subsidiary prepared as of such date in accordance with GAAP, and (b) if obligations under such lease are not Capitalized Lease Obligations, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of the Borrower or such Subsidiary prepared as of such date in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations.

“ Bankruptcy Event ” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided , further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ B Share Fees ” shall mean (a) the contingent deferred sales charges payable to the Borrower by an investor in a load fund offered by the Borrower upon any redemption by such investor prior to a certain number of years after such investor’s investment in such fund and (b) the distribution fees payable by an investor in a load fund offered by the Borrower, in each case payable at the times and in the amounts described in the Janus Capital Funds plc prospectus dated October 1, 2013 and the Janus Selection prospectus dated October 1, 2013, in each case as amended from time to time, or the prospectus for any other substantially similar fund.

“ B Share Purchaser ” shall mean either a Finance Subsidiary or a financial institution or trust that purchases B Share Fees in connection with a Permitted B Share True Sale Transaction.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.

“ Borrower ” shall have the meaning assigned to such term in the preamble to this Agreement.

“ Borrowing ” shall mean (a) a Revolving Borrowing or a (b) Swingline Borrowing.

“ Business Day ” shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided , however, that, when used in connection with a Eurodollar Revolving Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capitalized Lease Obligations ” of any Person shall mean the obligations of such Person under any lease that would be capitalized on a balance sheet of such Person prepared in accordance with GAAP, and the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that Capitalized Lease Obligations shall not include any operating leases that are recharacterized as capital leases after the date hereof in accordance with any changes in GAAP.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986.

A “ Change in Control ” shall be deemed to have occurred if, at any time, (a) less than a majority of the members of the board of directors of the Borrower shall be (i) individuals who are members of such board on the Closing Date or (ii) individuals whose election, or nomination for election by the Borrower’s stockholders, was approved by a vote of at least a majority of the members of the board then in office who are individuals described in clause (i) above or this clause (ii) or (b) any Person or any two or more Persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of Equity Interests in the Borrower shall become, according to public announcement or filing, the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Equity Interests in the Borrower representing more than 50% (calculated in accordance with such Rule 13d-3) of the combined voting power of the Borrower’s then outstanding voting Equity Interests.

“ Charges ” shall have the meaning assigned to such term in Section 9.09.

“ Closing Date ” shall mean the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied or waived in accordance with the terms herein, which date is November 25, 2013.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

“ Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Swingline Loans hereunder (and with respect to the Swingline Lender, to make the Swingline Loans hereunder), expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.12 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or pursuant to Section 2.25. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. As of the Closing Date, the aggregate amount of the Lenders’ Commitments is $200,000,000.

“ Commitment Fee ” shall have the meaning assigned to such term in Section 2.07(a).

“ Communications ” shall have the meaning assigned to such term in Section 9.17(a).

“ Confidential Memorandum ” shall mean the Confidential Information Memorandum of the Borrower dated October 2013.

“ Consenting Lender ” shall have the meaning assigned to such term in Section 2.13.

“ Consolidated Cash Interest Expense ” shall mean, for any period, Consolidated Interest Expense for such period minus any amortization of the debt discount for such period in respect of convertible notes.

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period, plus (a) without duplication and to the extent deducted (or in the case of (iv) below, not included) in determining such Consolidated Net Income, the sum for such period of (i) Consolidated Interest Expense, (ii) provision for taxes for the Borrower and its Consolidated Subsidiaries, (iii) depreciation expense or amortization expense (including amortization expense relating to prepaid sales commissions, but net of the amount of sales commissions paid during such period) and (iv) cash payments received by the Borrower upon the termination of hedging programs for the Borrower’s or any Consolidated Subsidiary’s mutual fund unit awards program. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $10,000,000; and “ Material Disposition ” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $10,000,000.

“ Consolidated Interest Expense ” shall mean, for any period, (a) total interest expense of the Borrower and the Consolidated Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, including (i) the amortization of debt discounts to the extent included in interest expense in accordance with GAAP, (ii) the amortization of all fees (including fees with respect to interest rate protection agreements or other interest rate hedging arrangements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense in accordance with GAAP, (iii) the portion of any rents payable under capital leases allocable to interest expense in accordance with GAAP and (iv) net cash costs (or minus net profits) under interest rate interest rate hedging agreements, and minus (b) without duplication, any interest income of the Borrower and its Consolidated Subsidiaries for such period, determined in accordance with GAAP.

“ Consolidated Net Income ” shall mean, for any period, the net income of the Borrower and the Consolidated Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, but without giving effect to (a) any extraordinary gains for such period, (b) any gains for such period relating to the sale, transfer or other disposition of any

assets of the Borrower or any Consolidated Subsidiary (other than in the ordinary course of business), (c) any costs, expenses or losses incurred during such period (which for each annual period commencing on the Closing Date or any anniversary thereof shall not exceed $200,000,000) consisting of or relating or attributable to (i) the sale, transfer or other disposition, in whole or in part, of any Subsidiary or other Affiliate of the Borrower, (ii) any exchange, repayment, prepayment, purchase or redemption by the Borrower or any Consolidated Subsidiary of the outstanding Indebtedness of the Borrower and (iii) any fines, penalties, damages, or restitution or other settlement payments related to regulatory investigations into trading practices in the mutual fund industry, (d) any costs, expenses or losses incurred during such period consisting of or relating or attributable to (i) non-cash write-downs of goodwill and intangible assets and (ii) any non-cash amortization of long-term incentive compensation, but giving effect to any net cash payments by the Borrower and the Consolidated Subsidiaries relating to mutual fund unit awards, and (e)(i) extraordinary losses, (ii) cash charges relating to severance expense, (iii) unrealized gains or losses in net investments in seed financing for early stage funds or portfolios and mutual fund unit awards, or (iv) non-recurring restructuring charges, in each case incurred during such period; provided that there shall be excluded the income of (A) the Excluded Subsidiary and (B) any Consolidated Subsidiary that is not wholly owned by the Borrower to the extent such income or such amounts are attributable to the noncontrolling interest in such Consolidated Subsidiary.

“ Consolidated Subsidiary ” shall mean each Subsidiary the financial statements of which are required to be consolidated with the financial statements of the Borrower in accordance with GAAP.

“ Consolidated Total Assets ” shall mean at any date the total assets of the Borrower and the Consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Total Indebtedness ” shall mean at any date all Indebtedness of the Borrower and the Consolidated Subsidiaries at such date, excluding any redeemable noncontrolling interests outstanding, determined on a consolidated basis in accordance with GAAP; provided that, in determining Consolidated Total Indebtedness at any date, any Indebtedness that, at such date, constitutes “Delayed Application Replacement Indebtedness” in respect of any other Indebtedness shall be disregarded to the extent the principal amount of such other Indebtedness is included in Consolidated Total Indebtedness at such date.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“ Controlled Group ” shall mean all trades or businesses (whether or not incorporated) that, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, are treated as a single employer under Section 414 of the Code.

“ Credit Party ” means the Administrative Agent, the Swingline Lender or any other Lender.

“ Declining Lender ” shall have the meaning assigned to such term in Section 2.13.

“ Default ” shall mean any event or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“ Delayed Application Replacement Indebtedness ” shall mean, in respect of any Indebtedness (“ Original Indebtedness ”) , Indebtedness that is incurred for the purpose of refinancing or replacing such Original Indebtedness, but the proceeds of which shall not have been applied to make such a refinancing or replacement upon the incurrence thereof, if and for so long as such Indebtedness otherwise meets, with respect to such Original Indebtedness, the requirements set forth in the definition of the term “Replacement Indebtedness”; provided that any Indebtedness that otherwise meets the requirements set forth in this definition shall cease to be Delayed Application Replacement Indebtedness on the date that is 60 days following the date of the incurrence thereof; and provided , further, that (i) no Loans shall be outstanding while both the Original Indebtedness and Delayed Application Replacement Indebtedness are outstanding, (ii) irrevocable notice in respect of such refinancing or replacement of the Original Indebtedness is given within two Business Days of the incurrence of such Delayed Application Replacement Indebtedness and (iii) proceeds received from such Delayed Application Replacement Indebtedness shall be paid over to the trustee for the Original Indebtedness or deposited in a segregated account maintained solely for such proceeds.

“ Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become (or the Parent of such Lender has become) the subject of a Bankruptcy Event.

“ Disclosed Matter ” shall mean the existence or occurrence of any matter which has been disclosed in (a) the Borrower’s report on Form 10-K for the fiscal year ended December

31, 2012 filed with the Securities and Exchange Commission on February 25, 2013, (b) any other filing made with the Securities and Exchange Commission after February 25, 2013 and prior to the Closing Date, or (c) the Confidential Memorandum.

“ Disqualified Stock ” shall mean, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Stock and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 180 days after the Maturity Date; provided , however, that an Equity Interest in any Person that would not constitute a Disqualified Stock but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” shall not constitute a Disqualified Stock if any such requirement becomes operative only after repayment in full of all the Loans and all other Obligations under the Loan Documents that are accrued and payable and the termination or expiration of the Total Commitment.

“ Domestic Subsidiary ” shall mean any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ dollars ” or “ $ ” shall mean lawful money of the United States of America.

“ Eligible Assignee ” shall mean (a) a Lender, (b) an Affiliate of a Lender, or (c) any other Person approved by (i) the Administrative Agent (whose approval shall not be unreasonably withheld) (ii) unless an Event of Default has occurred and is continuing at the time the applicable assignment is effected in accordance with Section 9.04, the Borrower (whose approval shall not be unreasonably withheld), provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof and (iii) in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its Swingline Exposure, the Swingline Lender; provided , however , that none of (w) the Borrower, (x) any Affiliate of the Borrower, (y) any investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an

Affiliate of the Borrower or (z) any competitor the Borrower or its Affiliates and any Affiliate of such competitor expressly identified in a written list provided by the Borrower to the Administrative Agent prior to the date hereof (which list the Borrower may update from time to time in a manner reasonably acceptable to the Administrative Agent), shall qualify as an Eligible Assignee.

“ Environmental Lien ” shall mean a Lien in favor of any governmental entity for (a) any liability under Federal or state environmental laws or regulations (including RCRA and CERCLA) or (b) damages arising from costs incurred by such governmental entity in response to a release of a hazardous or toxic waste, substance or constituent, or other substance into the environment.

“ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurodollar Revolving Borrowing ” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

“ Eurodollar Revolving Loan ” shall mean any Revolving Loan bearing interest, other than pursuant to the definition of the term “Alternate Base Rate”, at a rate determined by reference to the Adjusted LIBO Rate in accordance with Article II.

“ Event of Default ” shall have the meaning assigned to such term in Article VII.

“ Excess Margin Stock ” shall mean Margin Stock owned by the Borrower and the Subsidiaries at any time to the extent that the aggregate Margin Stock so owned at such time has a value of more than 25% of the Consolidated Total Assets.

“ Excluded Securities ” shall mean cash and securities owned by the Borrower or any Subsidiary that are held in any Excluded Securities Account.

“ Excluded Securities Account ” shall mean one or more deposit or securities accounts maintained by any Loan Party with any bank or securities intermediary that is, or that the Borrower determines could be, a counterparty to one or more Specified Hedging Agreements with the Borrower or any Subsidiary; provided that the net book value of the cash, securities and other property maintained in all such deposit or securities accounts shall not at any time exceed $75,000,000.

“ Excluded Regulated Subsidiary ” shall mean any Subsidiary that is (i) any broker-dealer Subsidiary or a Subsidiary of a broker-dealer Subsidiary, (ii) another regulated entity in respect of which the guaranteeing by such Subsidiary of the Obligations could, in the good faith judgment of the Borrower, reasonably be expected to result in adverse regulatory

effects to such Subsidiary or impair the conduct of the business of such Subsidiary, and (iii) any licensed mortgage Subsidiary.

“ Excluded Subsidiary ” shall mean Janus Capital Trust Manager Limited; provided that the Board of Directors of Janus Capital Trust Manager Limited shall not be under the Control of the Borrower (it being understood that the ownership of Equity Interests in Janus Capital Trust Manager Limited shall not, in itself and without regard to any other means of directing the management or policies of Janus Capital Trust Manager Limited, be deemed to constitute Control).

“ Excluded Taxes ” shall mean, with respect to any Recipient and without duplication, any of the following:

(a) Taxes imposed on any Recipient’s net income, or other similar Taxes imposed in lieu thereof, and franchise Taxes imposed on such Recipient by the United States or any jurisdiction under the laws of which it is organized or in which its applicable lending office is located or any political subdivision thereof;

(b) Taxes attributable to such Recipient’s failure to comply with Section 2.21(f);

(c) U.S. Federal withholding Taxes resulting from any law in effect at the time such Recipient (other than an assignee under Section 2.22) becomes a party hereto or designates a new lending office (except to the extent that, pursuant to Section 2.21(a), amounts with respect to such Taxes were payable to (i) such Recipient’s assignor immediately before such Recipient became a party hereto pursuant to an assignment or (ii) such Recipient immediately before it designated such new lending office); and

(d) U.S. Federal withholding Taxes imposed under FATCA.

“ Executive Order ” shall mean Executive Order No. 13224 on Terrorist Financings - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001.

“ Existing Credit Agreement ” shall mean the $250 0 million three-year Revolving Credit Facility Agreement, dated as of October 14, 2011, among the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

“ Existing Maturity Date ” shall have the meaning assigned to such term in Section 2.13.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement or any amended or successor version that is substantively comparable, any current or future regulation or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on such next succeeding Business Day, the Federal Funds Effective Rate shall be the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fees ” shall mean the Commitment Fee and the Administrative Agent’s Fees.

“ Finance Subsidiary ” shall mean any special purpose Subsidiary engaged solely in purchasing, owning and financing receivables as part of a Permitted B Share True Sale Transaction.

“ Financial Officer ” of any Person shall mean the chief financial officer, principal accounting officer, treasurer, assistant treasurer, controller or assistant controller of such Person.

“ Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary.

“ Funding Office ” shall mean the office of the Administrative Agent specified in Section 9.01 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“ GAAP ” shall mean United States generally accepted accounting principles, applied on a consistent basis.

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such function, such as the European Union or the European Central Bank).

“ Guarantee ” of or by any Person (the “ guarantor ” ) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ” ) in any manner, whether directly or indirectly, and including any monetary obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation of the primary obligor; provided that the term “Guarantee” shall not include (x) endorsements for

collection or deposit or contractual indemnities in the ordinary course of business or (y) indemnification by any Person of its directors or officers (or of the directors or officers of such Person’s Subsidiaries) for actions taken on behalf of such Person (or such Subsidiaries, as applicable). The amount of any Guarantee of any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation of the primary obligor in respect of which such Guarantee is made, (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, and (c) such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“ Guarantors ” shall mean (a) JCM, (b) INTECH, (c) Perkins and (d) each Material Subsidiary of the Borrower acquired or formed after the Closing Date (including any Subsidiary that becomes a Material Subsidiary after the Closing Date) other than (i) any Foreign Subsidiary (or any Subsidiary thereof), (ii) any Excluded Regulated Subsidiary or any Subsidiary that is prohibited by law, regulation or contractual obligation from guaranteeing the Obligations or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guaranty (or any Subsidiary thereof), (iii) any Subsidiary that is not a wholly owned Subsidiary the organizational documents of which expressly prohibit any guarantee of any Indebtedness of the Borrower and/or expressly require third party interest holders’ consent to guarantee any Indebtedness of the Borrower and (iv) any other Subsidiary as requested by the Borrower and approved by the Required Lenders.

“ Hedging Agreement ” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, any similar transaction or any combination of the foregoing transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any Subsidiary shall be a Hedging Agreement.

“ Hybrid Capital Security ” shall mean any hybrid capital security issued by the Borrower that has been accorded a “percentage of equity” or like treatment by Moody’s or S&P.

“ Hybrid Capital Security Equity Percentage ” shall mean, with respect to any Hybrid Capital Security, the percentage accorded equity treatment by Moody’s or S&P for such Hybrid Capital Security, as determined by such rating agencies at the time such Hybrid Capital Security is issued. For purposes of the foregoing, if the Hybrid Capital Security Equity Percentage established or deemed to have been established by Moody’s and S&P for any Hybrid Capital Security shall differ, then the Hybrid Capital Security Equity Percentage shall be deemed to be the higher of the two Hybrid Capital Security Equity Percentages.

“ IFRS ” shall mean International Financial Reporting Standards, applied on a consistent basis.

“ Increase Supplement ” shall have the meaning assigned to such term in Section 2.25(b).

“ Indebtedness ” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, acceptances, equipment trust certificates or similar instruments, (c) all obligations of such Person issued or assumed as the deferred purchase price of property or services, other than (i) accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade and (ii) deferred compensation, (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not such Indebtedness has been assumed (with the amount of the resulting Indebtedness of such Person being valued, as of the date of determination, at the lesser of (i) the amount of Indebtedness so secured and (ii) the fair market value of the property securing such Indebtedness), (e) all Capitalized Lease Obligations of such Person, (f) all Guarantees by such Person of Indebtedness of others, (g) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (h) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (i) all Attributable Debt in respect of any Sale and Leaseback Transactions of such Person and (j) all Disqualified Stock in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Stock or Indebtedness into which such Disqualified Stock is convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” shall mean (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not described in clause (a) above, Other Taxes.

“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

“ Index Debt ” shall mean senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“ Information ” shall have the meaning assigned to such term in Section 9.16(a).

“ INTECH ” shall mean INTECH Investment Management LLC, a Delaware limited liability company (formerly known as Enhanced Investment Technologies, LLC).

“ Intellectual Property ” shall have the meaning assigned to such term in Section 3.17.

“ Interest Coverage Ratio ” shall mean for any period of four consecutive fiscal quarters ended on the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Cash Interest Expense for such period.

“ Interest Election Request ” shall have the meaning assigned to such term in Section 2.06(b).

“ Interest Payment Date ” shall mean, (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Revolving Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Revolving Loan with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months’ duration been applicable to such Loan.

“ Interest Period ” shall mean (a) as to any Eurodollar Revolving Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect and (b) as to any Swingline Borrowing, the period commencing on the date of such Swingline Loan and ending on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding. Notwithstanding the foregoing, (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Revolving Borrowings only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Investment ” shall mean, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any other investment in, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, (b) any Investment in the form of a Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation guaranteed thereby (or, in the case of a Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure of the guarantor as of such date under such Guarantee (as determined reasonably and in good faith by a Financial Officer of the Borrower)), (c) any Investment in the form of a transfer of cash or other property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the amount of such cash or the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such other property as of the time of the transfer, without any adjustment for increases or decreases in value of, or write-

ups, write-downs or write offs with respect to, such Investment, (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of all additions, as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write- offs with respect to, such Investment, and (e) any Investment (other than any Investment referred to in clause (a), (b), (c) or (d) above) by the specified Person in any other Person resulting from the issuance by such other Person of its Equity Interests to the specified Person shall be the fair market value (as determined reasonably and in good faith by a Financial Officer of the Borrower) of such Equity Interests at the time of the issuance thereof.

“ IRS ” shall mean the United States Internal Revenue Service.

“ JCM ” shall mean Janus Capital Management LLC, a Delaware limited liability company.

“ Janus Capital Trust Manager Limited ” shall mean Janus Capital Trust Manager Limited, an Irish single-member private company limited by shares.

“ JPMorgan Parties ” shall have the meaning assigned to such term in Section 9.17(e).

“ Lenders ” shall mean the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“ Leverage Ratio ” shall mean, on the last day of any fiscal quarter of the Borrower, the ratio of (a) Consolidated Total Indebtedness as of such date, excluding, to the extent otherwise included therein, for each Hybrid Capital Security the product obtained by multiplying (i) the aggregate amount of such Hybrid Capital Security outstanding as of such date by (ii) the Hybrid Capital Security Equity Percentage for such Hybrid Capital Security as of such date, to (b) Consolidated EBITDA, for the period of four consecutive fiscal quarters of the Borrower ended on such date.

“ LIBO Rate ” shall mean, with respect to any Eurodollar Revolving Borrowing for any Interest Period, the rate appearing on the Reuters “LIBOR01” screen (or on any successor or substitute screen of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate

is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Revolving Borrowings for such Interest Period shall be the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which dollar deposits are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Eurodollar Revolving Borrowing if such were to be outstanding during such Interest Period and for a period equal to such Interest Period.

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance on, in or of such asset, including any security agreement to provide any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. For the avoidance of doubt, the term “Lien” shall not include licenses of Intellectual Property.

“ Loan ” shall mean a Revolving Loan or a Swingline Loan, whether made as a Eurodollar Revolving Loan or an ABR Loan, each as permitted hereby.

“ Loan Documents ” shall mean this Agreement and the Subsidiary Guarantee.

“ Loan Parties ” shall mean the Borrower and the Guarantors.

“ Margin Stock ” shall have the meaning given such term under Regulation U.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, operations, property or financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Loan Parties to perform their obligations under the Loan Documents taken as a whole or (c) the rights or remedies available to the Lenders under any Loan Document; provided that, for purposes of clause (a) above, no Disclosed Matter will constitute a Material Adverse Effect.

“ Material Indebtedness ” shall mean (i) Indebtedness (other than Indebtedness under the Loan Documents) in an aggregate principal amount of $25,000,000 or more or (ii) obligations in respect of one or more Hedging Agreements in an aggregate principal amount of $25,000,000 or more, in either case, of any one or more of the Borrower and the Subsidiaries. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Material Subsidiary ” shall mean, at any date, any Subsidiary of the Borrower that, as of the last day of the most recently ended fiscal quarter of the Borrower, had assets or revenues (on a consolidated basis including its Subsidiaries) with a value in excess of 10.0% of

the Consolidated Total Assets of the Borrower or 10.0% of the consolidated revenues of the Borrower.

“ Maturity Date ” shall mean November 23, 2018.

“ Maturity Date Extension Request ” shall mean a request by the Borrower, substantially in the form of Exhibit E hereto or such other form as shall be approved by the Administrative Agent, for an extension of the Maturity Date pursuant to Section 2.13.

“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09.

“ Minimum Ownership Percentage ” shall have the meaning assigned to such term in Section 5.01(c).

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA as to which the Borrower or any member of the Controlled Group may have any liability.

“ Net Proceeds ” shall mean, with respect to any event (a) the cash proceeds received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all reasonable fees and out-of-pocket expenses paid in connection with such event by the Borrower and the Subsidiaries to Persons that are not Affiliates of the Borrower or any Subsidiary (including, in the case of the issuance of any preferred Equity Interests in the Borrower, underwriting discounts and commissions paid in connection therewith), (ii) in the case of a sale, transfer or other disposition of any asset, the amount of all payments required to be made by the Borrower and the Subsidiaries as a result of such event to repay secured Indebtedness (other than Loans) and (iii) the amount of all Taxes paid (or reasonably estimated to be payable) by the Borrower and the Subsidiaries, and the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower).

“ New Lender Supplement ” shall have the meaning assigned to such term in Section 2.25(c).

“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section 2.22.

“ Obligations ” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or

contingent, due or to become due, or now existing or hereafter incurred, which may arise under or out of this Agreement or any other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“ Other Taxes ” shall mean all present or future stamp, court, documentary, excise, property, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“ Parent ” shall mean, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Participant Register ” shall have the meaning assigned to such term in Section 9.04(e).

“ Patriot Act ” shall have the meaning assigned to such term in Section 9.18.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Perkins ” shall mean Perkins Investment Management LLC, a Delaware limited liability company (formerly known as Perkins, Wolf, McDonnell and Company LLC).

“ Permitted B Share Recourse Financing Transaction ” shall mean any pledge by the Borrower of the B Share Fees to third parties in order to secure Indebtedness extended to the Borrower by such third parties; provided that the Administrative Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the advance rate and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

“ Permitted B Share Transaction ” shall mean a Permitted B Share True Sale Transaction or a Permitted B Share Recourse Financing Transaction.

“ Permitted B Share True Sale Transaction ” shall mean any sale by the Borrower of B Share Fees to a B Share Purchaser in a true sale transaction without any recourse based upon the collectability of the B Share Fees sold and the sale or pledge of such B Share Fees (or an interest therein) by such B Share Purchaser, in each case without any Guarantee by, or other recourse to, or credit support by, the Borrower or any Subsidiary (other than to such B Share Purchaser, if it is a Finance Subsidiary) or recourse to any assets of the Borrower or any Subsidiary; provided that the Administrative Agent shall be reasonably satisfied with the structure and documentation for such transaction and that the terms of such transaction, including the price at which B Share Fees are sold to such B Share Purchaser and any termination events, shall be consistent with those prevailing in the market at the time for similar transactions.

“ Permitted Investments ” shall mean:

(a) direct obligations of, or obligations as to which the principal of and interest on are unconditionally guaranteed by, the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within a year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within a year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (c) above;

(f) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and

(g) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

“ Person ” shall mean any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company, Governmental Authority or other entity.

“ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed to by the Borrower or any member of the Controlled Group.

“ Platform ” shall have the meaning assigned to such term in Section 9.17(b).

“ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City. The Prime Rate is not intended to be the lowest rate of interest charged by the

Administrative Agent in connection with extensions of credit to debtors. Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective.

“ Pro Rata Percentage ” of any Lender at any time shall mean the percentage of the Total Commitment represented by such Lender’s Commitment at such time; provided that in the case that a Defaulting Lender shall exist, “Pro Rata Percentage” shall mean the percentage of the Total Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment at such time, subject to the limitations of Section 2.24(c)(i). In the event that the Total Commitment shall have expired or been terminated, the Pro Rata Percentage with respect to any Lender shall be such Lender’s Pro Rata Percentage most recently in effect prior to such expiration or termination of the Total Commitment, giving effect to any subsequent assignments pursuant to Section 9.04 and to any Lender’s status as a Defaulting Lender (whose Commitment shall be disregarded) at the time of determination.

“ RCRA ” shall mean the Resources Conservation and Recovery Act, as the same may be amended from time to time.

“ Recipient ” shall mean, as applicable, (a) any Person to which any payment on account of any obligation of a Loan Party under any Loan Document is made or owed, including the Administrative Agent or any Lender or (b) the beneficial owner of any Person described in clause (a).

“ Reference Banks ” shall mean JPMorgan Chase Bank, N.A. and Citibank, N.A.

“ Refunded Swingline Loans ” shall have the meaning assigned to such term in Section 2.05(c).

“ Register ” shall have the meaning assigned to such term in Section 9.04(c).

“ Regulation D ” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, partners, trustees, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Replacement Indebtedness ” shall mean, in respect of any Indebtedness ( “ Original Indebtedness ” ), Indebtedness extending the maturity of or refunding, refinancing or replacing, in whole or in part, such Original Indebtedness (including any related unused commitments to fund such Indebtedness); provided that (a) the principal amount of such Replacement Indebtedness shall not exceed the principal amount of such Original Indebtedness (and any such related unused commitments to fund Indebtedness that are terminated in

connection with such transaction) except by an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and reasonable fees, premium and expenses relating to such extension, refunding, refinancing or replacing; (b) no Subsidiary shall be liable for any such Replacement Indebtedness that shall not have been liable for such Original Indebtedness (or would not have been required to guarantee such Original Indebtedness pursuant to the terms thereof); (c) if such Original Indebtedness shall have been subordinated to the Obligations, such Replacement Indebtedness shall be subordinated to the Obligations on terms (taken as a whole) not less favorable to the Lenders; (d) such Replacement Indebtedness shall not have a shorter maturity than the Original Indebtedness and shall not be subject to any requirement not applicable to such Original Indebtedness that such Replacement Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default, change of control events, or assets sales) before the maturity of such Original Indebtedness; (e) the incurrence of any Replacement Indebtedness that refunds, refinances or replaces Original Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of commitments under such facility equal in amount to such Original Indebtedness so refunded, refinanced or replaced; and (f) such Replacement Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof).

“ Reportable Event ” shall mean any reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation or by technical update waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA applicable to such Plan shall be a reportable event regardless of the issuance of any waiver in accordance with Section 412(c) of the Code or Section 302(c) of ERISA.

“ Required Lenders ” shall mean, at any time, Lenders in the aggregate holding more than 50% of the Total Commitment or, if the Total Commitment has been terminated, Lenders in the aggregate representing more than 50% of the sum of the Revolving Credit Exposure.

“ Responsible Officer ” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement and the other Loan Documents.

“ Restricted Payment ” shall mean (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in the Borrower or any Subsidiary or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interest in the Borrower or any Subsidiary.

“ Revolving Borrowing ” shall mean Revolving Loans of a single Type made, converted or continued on a single date and, in the case of Eurodollar Revolving Loans, as to which a single Interest Period is in effect.

“ Revolving Borrowing Request ” shall mean a written request made by the Borrower pursuant to Section 2.04, which shall be in the form of Exhibit A .

“ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“ Revolving Loans ” shall mean the revolving loans made by the Lenders to the Borrower pursuant to Sections 2.01 and 2.04. Each Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Loan.

“ Sale and Leaseback Transaction ” shall mean any arrangement, direct or indirect, whereby a Person sells or transfers any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“ Sanctions ” shall mean the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the (a) U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“ Sanctioned Person ” shall mean any Person who (a) is named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Asset Controls and/or any other similar lists maintained by the U.S. Department of the Treasury’s Office of Foreign Asset Controls pursuant to authorizing statute, executive order or regulation, (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(a) or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner violative of Section 2 of the Executive Order or (c) (i) is an agency of the government of a country, (ii) an organization controlled by a country or (iii) a Person resident in a country that is subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Asset Controls, or as otherwise published from time to time, as such program may be applicable to such agency, organization or Person.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Specified Hedging Agreements ” shall mean one or more Hedging Agreements entered into by the Borrower or any Subsidiary to hedge or mitigate earnings volatility arising from mark-to-market accounting of seed capital investments or to facilitate the creation of

investment track records for, or otherwise entered into in connection with, seeding of new products.

“ Statutory Reserves ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent is subject for Eurocurrency Liabilities (as defined in Regulation D). Such reserve percentages shall include any imposed pursuant to Regulation D. Eurodollar Revolving Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefits of or credit for proration, exemptions or offsets. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ subsidiary ” shall mean, with respect to any Person at any time, any corporation, partnership, limited liability company, association or other business entity of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, at such time owned, controlled or held by such Person or by such Person and one or more subsidiaries of such Person.

“ Subsidiary ” shall mean any direct or indirect subsidiary of the Borrower. For the avoidance of doubt, it is understood and agreed that term “Subsidiary” for purposes of the Loan Documents shall not include entities registered as “investment companies” under the Investment Company Act of 1940, as amended, to which the Borrower or its Subsidiaries provide services.

“ Subsidiary Guarantee ” shall mean the Guarantee Agreement dated as of the Closing Date between the Guarantors and the Administrative Agent, substantially in the form of Exhibit D .

“ Swingline Borrowing ” shall mean a borrowing consisting of a Swingline Loan.

“ Swingline Exposure ” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“ Swingline Lender ” shall mean JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” shall mean a Loan made pursuant to Section 2.05.

“ Swingline Participation Amount ” shall have the meaning assigned to such term in Section 2.05(d).

“ Syndication Agent ” shall mean Wells Fargo Bank, National Association, in its capacity as syndication agent under the Loan Documents.

“ Taxes ” shall mean any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Total Commitment ” shall mean at any time the aggregate amount of the Lenders’ Commitments at such time.

“ Transactions ” shall have the meaning assigned to such term in Section 3.02.

“ Transferee ” shall mean any Eligible Assignee to whom a Lender shall have assigned all or any part of its Commitment or Loans or sold all or any part of its rights under this Agreement, in each case in accordance with Section 9.04.

“ Two-Thirds Lenders ” shall mean, at any time, Lenders in the aggregate holding more

properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law), and all judgments, orders, writs and decrees, of all Governmental Authorities. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. All references herein to “the date hereof’ or “the date of this Agreement” shall be interpreted as references to the Closing Date.

SECTION 1.03 Accounting Terms . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (a) for purposes of determining compliance with any covenant set forth in Article VI, such terms shall be construed in accordance with GAAP as in effect on the Closing Date applied on a basis consistent with the application used in preparing the Borrower’s audited consolidated financial statements referred to in Section 3.05 and (b) for purposes of determining compliance with any covenant set forth in Article VI, no effect shall be given to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof). In the event that any change in GAAP materially affects any provision of this Agreement, the parties hereto agree that, at the request of the Borrower or the Required Lenders, they shall negotiate in good faith in order to amend the affected provisions in such a way as will restore the parties to their respective positions prior to such change, and, following any such request, from the date of such change in GAAP until such amendment becomes effective, the Borrower’s compliance with such provisions shall be determined on the basis of GAAP as in effect immediately before such change in GAAP became effective.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount that will not result in (a) the Revolving Credit Exposure of such Lender exceeding such Lender’s Commitment or (b) the sum of the Revolving Credit Exposures of all the Lenders outstanding at the time exceeding the Total Commitment at the time. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, subject to the terms, conditions and limitations set forth herein.

SECTION 2.02 Loans . (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments. At the time of the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that such Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Commitment.

(b) Each Revolving Borrowing shall be comprised entirely of Eurodollar Revolving Loans or ABR Loans, as the Borrower may request pursuant to Section 2.04. Each Lender may at its option make any Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option (i) in the case of any failure by such branch or Affiliate to make such Loan, shall not relieve such Lender of its obligation to the Borrower hereunder and (ii) shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrower shall not be entitled to request any Borrowing which, if made, would result in an aggregate of more than 10 separate Revolving Loans of any Lender being outstanding hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans.

(c) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof (i) in the case of a Eurodollar Revolving Loan, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 12:00 noon, New York City time, on such date and (ii) in the case of an ABR Loan, by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 3:00 p.m., New York City time, on such date, and the Administrative Agent shall promptly credit the amounts so received to the general deposit account of the Borrower with the Administrative Agent. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby. Unless the Administrative Agent shall have received notice from

a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 [RESERVED]

SECTION 2.04 Revolving Borrowing Procedure . In order to request a Revolving Borrowing, the Borrower shall hand deliver, e-mail or fax to the Administrative Agent a duly completed and executed Revolving Borrowing Request (a) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the requested Revolving Borrowing and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the day of the requested Revolving Borrowing. Each such request shall be irrevocable and shall specify (i) whether the Borrowing then being requested is to be a Eurodollar Revolving Borrowing or an ABR Borrowing; (ii) the date of such Revolving Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Revolving Borrowing, the Interest Period with respect thereto. If no election as to the Type of Revolving Borrowing is specified in any such request, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Revolving Borrowing is specified in any such request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any request given pursuant to this Section and of each Lender’s portion of the requested Borrowing.

SECTION 2.05 Swingline Loans . (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans exceeding $35,000,000, or (ii) the sum of the total Revolving Credit Exposures exceeding the Total Commitment then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans.

(b) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed borrowing date), specifying (i) the amount of the Swingline Loan to be borrowed and (ii) the requested borrowing date (which shall be a Business Day prior to the Maturity Date). Not later than 3:00 P.M., New York City time, on the borrowing date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such borrowing date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such borrowing date in immediately available funds.

(c) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender’s Pro Rata Percentage of the aggregate amount of the Swingline Loans (the “ Refunded Swingline Loans ”) outstanding on the date of such notice, to repay the Swingline Lender. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders). The Revolving Loans so received by the Administrative Agent shall be immediately made available by it to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.

(d) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.05(c), one of the events described in clauses (g) or (h) of Article VII shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.05(c), each Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.05(c), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (i) such Lender’s Pro Rata Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(e) Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and

funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(f) Each Lender’s obligation to make the Loans referred to in Section 2.05(c) and to purchase participating interests pursuant to Section 2.05(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article W, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, a Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.06 Revolving Interest Elections . (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Revolving Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Revolving Borrowing Request. Thereafter, the Borrower may elect to convert such Revolving Borrowing to a Revolving Borrowing of a different Type or to continue such Revolving Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Revolving Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Revolving Loans comprising such Revolving Borrowing, and the Revolving Loans comprising each such portion shall be considered a separate Revolving Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (each, an “ Interest Election Request ”) by telephone by the time that a Revolving Borrowing Request would be required under Section 2.04 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Revolving Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Revolving Borrowing (in which case the information to be specified pursuant

to clauses (iii) and (iv) below shall be specified for each resulting Revolving Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Revolving Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Borrowing; and

(iv) if the resulting Revolving Borrowing is to be a Eurodollar Revolving Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Revolving Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Revolving Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Revolving Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Revolving Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.07 Fees . (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”), which shall accrue at the Applicable Rate on the daily unused amount of the Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, the Commitment of a Lender shall be deemed to be used to the extent of such Lender’s Revolving Credit Exposure (excluding its Swingline Exposure).

(b) The Borrower agrees to pay the Administrative Agent, for its own account, the administrative fees (the “ Administrative Agent’s Fees ”) at the times and in the amounts agreed by the Borrower.

(c) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances absent manifest error.

SECTION 2.08 Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay on the Maturity Date to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan. The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this Section shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms or cause the Borrower’s obligations to be greater than they would have been absent such failure or error.

(c) Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note of the Borrower. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.09 Interest on Loans . (a) Subject to Section 2.10, the Loans comprising each Eurodollar Revolving Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. Accrued interest on each Eurodollar Revolving Loan shall be payable in arrears on each Interest Payment Date for such Loan. Each Reference Bank agrees upon the request of the

Administrative Agent to furnish to the Administrative Agent timely information for the purpose of determining the LIBO Rate and the Adjusted LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks, and such determination shall be conclusive absent manifest error.

(b) Subject to Section 2.10, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate or the Federal Funds Effective Rate, the interest thereon shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate. Accrued interest on each ABR Loan shall be payable in arrears on each Interest Payment Date for such Loan. The Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.10 Default Interest . Notwithstanding anything to the contrary herein, (a) upon the occurrence and during the continuance of an Event of Default under clause (b) of Article VII with respect to any Loan, the Borrower shall pay interest on the overdue principal amount of such Loan, payable in arrears on the dates referred to in Section 2.09, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal at all times to 2% per annum above the rate per annum required to be paid on such Revolving Loan and such Swingline Loan pursuant to Section 2.09(a) or (b), as applicable, and (b) to the fullest extent permitted by law, the Borrower shall pay interest on the amount of any interest, fee or other amount payable hereunder (other than the principal of any Revolving Loan) that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate or the Federal Funds Effective Rate, the interest thereon shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal at all times to 2% per annum above the rate per annum required to be paid on ABR Loans pursuant to Section 2.09(b).

SECTION 2.11 Alternate Rate of Interest . In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Revolving Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Eurodollar Revolving Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Revolving Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar

Revolving Borrowing pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing. In the event of any such determination, the Lenders shall negotiate with the Borrower, at its request, as to the interest rate which the Loans comprising such an ABR Borrowing shall bear; provided that such Loans shall bear interest as provided in Section 2.09(b) pending the execution by the Borrower and each Lender of a written agreement providing for a different interest rate. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

SECTION 2.12 Termination and Reduction of Commitments . (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, without penalty but subject to Section 2.17, the Total Commitment; provided that (i) each partial reduction of the Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.14, the sum of the Revolving Credit Exposures of all the Lenders would exceed the Total Commitment.

(c) Each reduction in the Total Commitment under this Section 2.12 shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction of the Total Commitment under this Section 2.12, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.

SECTION 2.13 Extension of Maturity Date . Notwithstanding anything contained herein to the contrary, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) request that Lenders extend the Maturity Date as it applies to their respective Commitments for an additional period as specified in such Maturity Date Extension Request on the terms provided for therein (which terms shall not include any change to the Applicable Rate for the period prior to the Existing Maturity Date (as defined below) but may provide for fees payable to the extending Lenders prior thereto in consideration of their agreement to so extend the Maturity Date). Each Lender shall, by notice to the Borrower and the Administrative Agent in accordance with procedures and timing reasonably determined by the Administrative Agent in consultation with the Borrower, advise the Borrower and the Administrative Agent whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “ Consenting Lender ”, and each Lender declining to agree to a requested extension being called a “ Declining Lender ”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. Notwithstanding anything contained herein to the contrary, the Maturity Date shall, as to the Consenting Lenders, and subject to such conditions as may be specified in such Maturity Date Extension Request, be extended to the date specified in such Maturity Date Extension Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any

Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “ Existing Maturity Date ”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender.

SECTION 2.14 Prepayment . (a) The Borrower shall have the right, at any time and from time to time, to prepay any Revolving Borrowing, in whole or in part, upon giving written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent prior to (i) 1:00 p.m., New York City time, two Business Days prior to the date of prepayment, in the case of Eurodollar Revolving Loans, and (ii) before 1:00 p.m., New York City time, on the Business Day of the date of prepayment, in the case of ABR Loans; provided that each partial prepayment shall be in an amount which is an integral multiple of $1,000,000 and not less than (A) $5,000,000 in the case of a Eurodollar Revolving Borrowing and (B) $1,000,000 in the case of an ABR Borrowing or, if less, the aggregate principal amount of such Revolving Borrowing.

(b) In the event and on each occasion that the sum of the Revolving Credit Exposures of all the Lenders exceeds, on any day, the Total Commitment (including as a result of any reduction in the Total Commitment pursuant to Section 2.12), the Borrower shall, on such day, (i) prepay Revolving Borrowings in an amount equal to the lesser of the aggregate principal amount of the Revolving Borrowings then outstanding and the amount of such excess. In the event of a termination of all of the Commitments, the Borrower shall repay or prepay all the outstanding Loans on the date of such termination.

(c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Revolving Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Revolving Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this Section shall be subject to Section 2.17, but shall otherwise be without premium or penalty. All prepayments under this Section shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment.

SECTION 2.15 Reserve Requirements; Change in Circumstances . (a) Notwithstanding any other provision herein, if any Lender shall have determined that the applicability of any law, rule, request, regulation, directive or guideline promulgated and adopted pursuant to or arising out of the July 2010 report of the Basel Committee on Banking Supervision (Basel III) or the Dodd-Frank Wall Street Reform and Consumer Protection Act, regardless of the date enacted, adopted or issued, or if after the Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Revolving Loan made by such Lender or any Fees or

other amounts payable hereunder (other than changes in respect of Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal or applicable lending office or by any political subdivision or taxing authority therein) or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate), or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or any Eurodollar Revolving Loan made by such Lender, and the result of any of the foregoing shall be to increase the direct cost to such Lender of making or maintaining any Eurodollar Revolving Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that the applicability of any law, rule, request, regulation, directive or guideline promulgated and adopted pursuant to or arising out of the July 2010 report of the Basel Committee on Banking Supervision (Basel III) or the Dodd- Frank Wall Street Reform and Consumer Protection Act, regardless of the date enacted, adopted or issued, or the adoption after the Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, liquidity requirements, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender’s holding company with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity requirements) by an amount reasonably deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

SECTION 2.16 Change in Legality . (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Revolving Loan or to give effect to

its obligations as contemplated hereby with respect to any Eurodollar Revolving Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(i) declare that Eurodollar Revolving Loans will not thereafter be made by such Lender hereunder and any request by the Borrower for a Eurodollar Revolving Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Revolving Loans made by it be converted to ABR Loans, in which event all such Eurodollar Revolving Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under clause (i) or (ii) above, and (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Revolving Loans that would have been made by such Lender or the converted Eurodollar Revolving Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Revolving Loans and (y) such Lender shall negotiate with the Borrower, at its request, as to the interest rate which such ABR Loans shall bear; provided that such Loans shall bear interest as provided in Section 2.09(b) pending the execution by the Borrower and such Lender of a written agreement providing for a different interest rate.

(b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Revolving Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Revolving Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.17 Indemnity . The Borrower shall indemnify each Lender against any loss (other than loss of profits) or expense which such Lender may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrower to borrow or to refinance or continue any Loan hereunder, for any reason other than a default by such Lender, after irrevocable notice of such borrowing, refinancing or continuation has been given pursuant to Section 2.04, 2.05 or 2.06, (c) any payment, prepayment or conversion of a Eurodollar Revolving Loan required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto (including as a result of the occurrence of any Event of Default) or (d) any default in payment or prepayment by the Borrower of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise), including, in each such case, any loss (other than loss of profits) or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Revolving Loan. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed

(assumed to be the Adjusted LIBO Rate) for the period from the date of such payment, prepayment or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed for such period or Interest Period, as the case may be. This Section 2.17 shall not apply with respect to Taxes, other than Taxes that represent losses or damages arising from any non-Tax claim.

SECTION 2.18 Pro Rata Treatment . Except as required under Section 2.13, Section 2.16 or Section 2.24, each Revolving Borrowing, each payment or prepayment of principal of any Revolving Borrowing, each payment of interest on the Revolving Loans, each payment of the Commitment Fees, each reduction of the Commitments and each refinancing of any Borrowing with a Revolving Borrowing of any Type, shall be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Revolving Loans). For purposes of determining the available Commitments of the Lenders at any time, each outstanding Swingline Loan shall be deemed to have utilized the Commitments of the Lenders (including those Lenders that shall not have made Swingline Loans) pro rata in accordance with such respective Commitments, except as set forth in Section 2.07(a). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.19 Sharing of Setoffs . Except to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or participations in Swingline Loans as a result of which the unpaid principal portion of the Revolving Loans or participations in Swingline Loans of such Lender shall be proportionately less than the unpaid principal portion of the Revolving Loans or participations in Swingline Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Revolving Loans and participations in Swingline Loans of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and participations in the Revolving Loans and participations in Swingline Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and participations in Swingline Loans then outstanding as the principal amount of its Revolving Loans and Swingline Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and participations in Swingline Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however , that, if any such purchase or purchases or adjustments shall be made pursuant to this Section and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the

purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation pursuant to the foregoing arrangements deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Revolving Loan or Swingline Loan directly to the Borrower in the amount of such participation.

SECTION 2.20 Payments . (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts but excluding principal and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as provided in Section 2.05(c)) hereunder and under any other Loan Document not later than prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent at the Funding Office, in dollars and in immediately available funds.

(b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

SECTION 2.21 Taxes . (a) Each payment by or on behalf of any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law, as modified by the practice then in effect of any Governmental Authority. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. To the extent that such Taxes are Indemnified Taxes, then the amount payable by or on behalf of the applicable Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section 2.21), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Within 30 days after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent at its address referred to in Section 9.01 the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) The Loan Parties shall jointly and severally indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly imposed by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf of on behalf of a Lender, shall be conclusive absent manifest error.

(e) Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(e)(ii) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.21(f)(ii) and (iii)) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.21. If any such form or certification expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certificate if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to the Borrower shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies reasonably requested by the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto (or, in the case of a participation holder, on or before the date such participation is effective hereunder) and on or before the date, if any, such Lender changes its

applicable lending office by designating a new lending office, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Lender (other than a U.S. Person) claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to all other payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C) in the case of a Lender (other than a U.S. Person) for whom payments under any Loan Document constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Lender (other than a U.S. Person) claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Lender (other than a U.S. Person) that either is not the beneficial owner of payments made under any Loan Document (including a participating Lender) or is a partnership (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided , however , that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide the certificate described in clause (D)(2) of this paragraph (f)(ii) on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the

Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower and the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Borrower and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.21(f)(iii), FATCA shall include any amendments made to FATCA after the date of this agreement.

(g) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.21 (including by the payment of additional amounts pursuant to this Section 2.21), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.21 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such Recipient, shall repay to such Recipient the amount paid to such Recipient pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any Recipient be required to pay any amount to any Loan Party pursuant to this paragraph (g) if such payment would place such Recipient in a less favorable position (on a net after-Tax basis) than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.21 shall survive termination of the Loan Documents and payment of any obligations thereunder.

(i) For purposes of this Section 2.21, the term “applicable law” includes FATCA.

SECTION 2.22 Termination or Assignment of Commitments under Certain Circumstances . In the event that (a) any Lender shall become a Defaulting Lender, (b) any Lender shall have delivered a notice or certificate pursuant to Section 2.15 or 2.16, (c) the Borrower shall be required to make additional payments to any Lender under Section 2.21, or (d) a Lender shall become a Non-Consenting Lender (as defined below), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the

affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.21, such assignment will result in a reduction of such compensation or payments thereafter and (v) the Swingline Lender shall have consented in writing to such assignment (which consent will not be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “ Non-Consenting Lender .”

SECTION 2.23 Lending Offices and Lender Certificates; Survival of Indemnity . To the extent reasonably possible, each Lender shall designate an alternate lending office with respect to its Eurodollar Revolving Loans to reduce any liability of the Borrower to such Lender under Section 2.15 or to avoid the unavailability of Eurodollar Revolving Loans under Section 2.11 or 2.16, so long as such designation is not disadvantageous to such Lender. A good faith certificate of a Lender setting forth a reasonable basis of computation and allocation of the amount due under Section 2.15 or 2.17 shall be final, conclusive and binding on the Borrower in the absence of manifest error. The amount specified in any such certificate shall be payable on demand after receipt by the Borrower of such certificate. The obligations of the Borrower under Sections 2.15, 2.17, 2.21 and 9.05 shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

SECTION 2.24 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.07(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.08); provided that (i) such Defaulting Lender’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused and the scheduled date of

payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent;

(i) all or any part of the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages but only to the extent that the aggregate amount of each non-Defaulting Lender’s Revolving Credit Exposure does not exceed its Commitment; and

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within three Business Days following notice by the Administrative Agent prepay such Swingline Exposure; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders, and participating interests in any newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If the Swingline Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan unless the Swingline Lender shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Pro Rata Percentage.

SECTION 2.25 Commitment Increases . (a) The Borrower shall have the right at any time and from time to time to (i) request an increase in the Commitments of any Lenders (“Commitment Increase”) and/or (ii) add Commitments of one or more other lenders or financial institutions or other entities that will become Lenders (each, an “ Additional Commitment Lender ”), subject to the consent of each such Lender that is increasing its Commitment or is an Additional Commitment Lender, as applicable, provided that after giving effect thereto, the aggregate amount of the Total Commitment shall not exceed $300,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

(b) With respect to a Commitment Increase pursuant to clause (a)(i) above, the Borrower shall provide a supplement substantially in the form of Exhibit F-1 hereto (each, an “ Increase Supplement ”) specifying the amount of such Commitment Increase and the applicable Commitment Increase closing date, executed by each increasing Lender and the Borrower, which shall be delivered to the Administrative Agent for recording in the Register.

(c) With respect to an addition of one or more Additional Commitment Lenders pursuant to clause (a)(ii) above, (i) each such Additional Commitment Lender and the Borrower shall execute and provide a New Lender Supplement (each, a “ New Lender Supplement ”) substantially in the form of Exhibit F-2 hereto, specifying, among other things, the Commitment amount and the applicable Commitment closing date, with the approval of the Administrative Agent (such approval, not to be unreasonably withheld or delayed), whereupon such Additional Commitment Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

(d) Upon the effectiveness of the Increase Supplement or the New Lender Supplement, as the case may be, outstanding Revolving Credit Loans and/or participations in outstanding Swingline Loans under the Revolving Credit Facility shall be reallocated (and the increasing Lenders or joining Additional Commitment Lenders, as applicable, shall make appropriate payments representing principal, with the Borrower making any necessary payments of accrued interest and other accrued amounts) so that after giving effect thereto the increasing Lenders or the joining Additional Commitment Lenders, as the case may be, and the other Lenders under the Revolving Credit Facility share ratably in the aggregate Revolving Credit Exposures thereunder in accordance with the applicable Commitments.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as to itself and the Subsidiaries (other than the Excluded Subsidiary) to each of the Lenders that:

SECTION 3.01 Corporate Existence and Standing . The Borrower and each Subsidiary is duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted where the failure to have such authority would have a Material Adverse Effect.

SECTION 3.02 Authorization and Validity . Each Loan Party has the corporate or other organizational, as applicable, power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder (collectively, the “ Transactions ”). The Transactions have been duly authorized by all necessary corporate or other organizational action, and if required, stockholder or other equity holder action, as applicable. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation

of the Borrower or the Guarantors, enforceable against the Borrower or the Guarantors in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

SECTION 3.03 No Conflict; Governmental Consent . None of the Transactions will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or (ii) the Borrower’s or any Subsidiary’s articles or certificate of incorporation, bylaws or other organizational documents or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict therewith or constitute a default thereunder, or result in the creation or imposition of any Lien in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof (other than those which have been obtained or waived), is required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

SECTION 3.04 Compliance with Laws; Environmental and Safety Matters . (a) The Borrower and each Subsidiary, to the best knowledge and belief of the Borrower, has complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, in each case, except to the extent that the failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) The Borrower and each Subsidiary has complied in all respects with all

applicable Federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control or to employee health or safety, in each case except to the extent that the failure to comply therewith could not, in the aggregate or individually, be reasonably expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has received notice of any material failure so to comply which could reasonably be expected to result in a Material Adverse Effect. The Borrower’s and the Subsidiaries’ facilities do not manage any hazardous wastes, hazardous substances, hazardous materials, toxic substances, toxic pollutants or substances similarly denominated, as those terms or similar terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law relating to environmental pollution or employee health and safety, in violation in any material respect of any law or any regulations promulgated pursuant thereto. The Borrower is aware of no events, conditions or circumstances involving environmental pollution or contamination or employee health or safety that could reasonably be expected to result in liability on the part of the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05 Financial Statements . The Borrower has heretofore furnished to the Lenders its (i) audited consolidated balance sheet and statements of income, changes in

stockholders’ equity and cash flows as of the end of and for the fiscal year ended December 31, 2012, audited by and accompanied by the opinion of Deloitte & Touche LLP, an independent registered public accounting firm and (ii) unaudited consolidated balance sheet and statements of income, changes in stockholders’ equity and cash flows as of and for the fiscal quarters ended March 31, 2013, June 30, 2013 and September 30, 2013. The financial statements referred to in clauses (i) and (ii) of this Section 3.05 were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Subsidiaries as of such date and for such period (in the case of unaudited financial statements, subject to normal year-end audit adjustments and the absence of footnotes). Such balance sheet and the notes thereto, if any, disclose all material liabilities, direct or contingent, of the Borrower and the Consolidated Subsidiaries as of the date thereof.

SECTION 3.06 No Material Adverse Change . Except for any Disclosed Matter, no material adverse change in the business, properties, financial condition or results of operations of the Borrower and the Consolidated Subsidiaries, taken as a whole, has occurred since December 31, 2012. It is understood that downgrades or negative pronouncements by rating agencies and volatility in the capital markets generally shall not in and of themselves be considered material adverse changes, but that the antecedents or consequences thereof may constitute such changes (except to the extent the same constitute Disclosed Matters).

SECTION 3.07 Subsidiaries . Schedule 3.07 contains an accurate list of all the significant joint ventures and all the Subsidiaries, in each case on and as of the Closing Date, setting forth their respective jurisdictions of organization and the percentage of their respective ownership interests held by the Borrower or other Subsidiaries.

SECTION 3.08 Litigation . Except for any Disclosed Matter, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 3.09 Material Agreements . Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 3.10 [ RESERVED] .

SECTION 3.11 Investment Company Act . Neither the Borrower nor any Subsidiary is an “investment company,” required to register as such under the Investment Company Act of 1940, as amended.

SECTION 3.12 Use of Proceeds . The Borrower will use the proceeds of the Loans only for working capital and other general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

SECTION 3.13 Taxes . The Borrower and each Subsidiary have filed all United States Federal Tax returns, in the case of the Borrower and each Domestic Subsidiary, and all other Tax returns which are required to be filed and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any such Subsidiary, including all Federal and state withholding Taxes and all Taxes required to be paid pursuant to applicable law, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided or in the case of Tax returns or Taxes (other than Federal Tax returns and Federal taxes) where the failure to do so could not reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and the Consolidated Subsidiaries in respect of any Taxes or other governmental charges are adequate.

SECTION 3.14 Accuracy of Information . Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other written or formally presented information furnished by or on behalf of the Borrower or the Guarantors to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder (in each case taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, as to financial projections, forecasts or estimates, if any, that have been prepared by the Borrower and made available to the Administrative Agent, any Lender or any potential Lender, the Borrower only represents and warrants that such financial projections, forecasts or estimates have been prepared in good faith based upon assumptions believed by the management of the Borrower to be reasonable at the time of preparation (it being understood such projections, forecasts and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the projections, forecasts or estimates will be realized and the variations therefrom may be material).

SECTION 3.15 No Default . No Default or Event of Default has occurred and is continuing.

SECTION 3.16 Anti-Corruption Laws and Sanctions; Patriot Act . (a) The Borrower has taken reasonable measures to ensure compliance with Anti-Corruption Laws. None of (a) the Borrower, any Subsidiary or any of their respective directors, or officers or (b) to the actual knowledge of the Borrower, any agent or employee of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

(b) The Borrower and its Subsidiaries are in compliance in all material respects with the Patriot Act.

SECTION 3.17 Intellectual Property . Each of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, domain names, copyrights, patents, technology, trade secrets, know-how, and all other intellectual property rights (“ Intellectual Property ”) material to

the conduct of their businesses, taken as a whole, free and clear of all encumbrances other than permitted Liens, and to the knowledge of the Loan Parties the use thereof and the conduct of their businesses does not infringe in any material respect upon the rights of any other Person.

ARTICLE IV

CONDITIONS

SECTION 4.01 Conditions Precedent to Effectiveness . This Agreement shall become effective on the date on which:

(a) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Agreement shall have been (or shall be substantially simultaneously) terminated, that all amounts due thereunder shall have been (or shall be substantially simultaneously) paid in accordance with its terms and that no Liens exist other than Liens permitted by the terms of this Agreement or Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(b) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Agreement and of the Subsidiary Guarantee signed on behalf of each party thereto (which may include telecopy or e-mail transmissions of signed signature pages), or (ii) written evidence reasonably satisfactory to the Agent (which may include telecopy or email transmissions of signed signature pages) that this Agreement and of the Subsidiary Guarantee have been signed on behalf of each party thereto.

(c) The Lenders, the Administrative Agent and the Arranger shall have received all fees required to be paid, and all expenses for which invoices have been submitted to the Borrower at least one Business Day prior to the Closing Date.

(d) The Administrative Agent shall have received (i) audited consolidated financial statements of the Borrower for the two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and (ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

(e) The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Kirkland & Ellis LLP, counsel to the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from David Grawemeyer, General Counsel of the Borrower, or Amy Stefonick, Assistant Vice President, Senior Corporate Counsel of the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received the following documents

and certificates, all in form and substance reasonably satisfactory to the Administrative Agent:

(i) A certificate of the Chief Financial Officer of the Borrower, dated the Closing Date, certifying compliance with the condition precedent set forth in paragraph (b) of Section 4.02;

(ii) A copy of the certificate or articles of incorporation or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; and

(iii) A certificate of the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the Loan Documents to which it is a party and the transactions contemplated thereby, including, in the case of the Borrower, the Borrowings hereunder, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to subclause (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate delivered pursuant to this subclause (iii).

SECTION 4.02 All Borrowings . The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a) The Administrative Agent (or in the case of a Swingline Loan, the Swingline Lender and the Administrative Agent) shall have received a notice of such Borrowing as required by Section 2.04 or 2.05, as applicable.

(b) The representations and warranties set forth in Article III hereof and in each Loan Document shall be true and correct in all material respects on and as of the date of, and after giving effect to, such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) At the time of, and immediately after giving effect to, such Borrowing, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the sum of the Revolving Credit Exposures of all the Lenders shall not exceed the Total Commitment.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing as to the matters specified in paragraphs (b) and (c) of this Section 4.02. It is understood that this Section 4.02 shall not apply to a conversion or continuation of any Revolving Borrowing pursuant to Section 2.06.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees with each Lender that, until the Commitments have expired or been terminated and the principal of or interest on each Loan, all Fees or all other expenses or amounts payable under any Loan Document (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) shall have been paid in full, unless the Required Lenders shall otherwise consent in writing:

SECTION 5.01 Conduct of Business; Maintenance of Ownership of Subsidiaries and Maintenance of Properties . (a) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted; provided that no sale, transfer or disposition of assets or rights (including by means of a merger) permitted, or other transactions expressly permitted, under Sections 6.04 and 6.05 will be prohibited by this paragraph (a).

(b) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to do all things necessary to remain duly organized, validly existing and, where such concept exists in the relevant jurisdiction of organization, in good standing in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect or in connection with a dissolution, merger, or disposition of a Subsidiary permitted under Section 6.04.

(c) The Borrower will at all times own, directly or indirectly, at least the Minimum Ownership Percentage of the outstanding Equity Interests of JCM, free and clear of any Liens on such Equity Interests, other than statutory Liens applicable to Equity Interests or Liens arising by operation of the organizational documents or other equity rights agreements existing as of the Closing Date, which documents or agreements, if any, shall be disclosed to the Lenders. As used herein, “ Minimum Ownership Percentage ” shall mean 95% of the outstanding Equity Interests of JCM minus the percentage of such outstanding Equity Interests represented by Equity Interests of JCM awarded from time to time to any officers or employees of the Borrower or its Subsidiaries under compensation plans of the Borrower and its Subsidiaries; provided , however, that the aggregate amount of such awards of Equity Interests of JCM shall not total more than 5% of the outstanding Equity Interests of JCM.

(d) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to do all things necessary, in the Borrower’s reasonable business judgment, to maintain, preserve, protect and keep their properties material to the conduct of their businesses (taken as a whole) in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that their businesses (taken as a whole) carried on in connection therewith may be properly conducted in all material respects at all times, except where the failure to do so would not have a Material Adverse Effect; provided that no sale, transfer or disposition of assets (including by means of a merger) permitted under Sections 6.04 and 6.05 will be prohibited by this paragraph (d).

SECTION 5.02 Insurance . The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, maintain, with Persons that, to its knowledge, are financially sound and reputable insurance companies, insurance on all its property in such amounts and covering such risks as is consistent with sound business practice and customary with companies engaged in similar lines of business, and the Borrower will furnish to any Lender (through the Administrative Agent) upon reasonable request full information as to the insurance carried.

SECTION 5.03 Compliance with Laws and Payment of Material Obligations and Taxes . (a) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, comply in all material respects with all laws (including the Patriot Act, ERISA and the Fair Labor Standards Act, as amended), rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if noncompliance therewith could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, pay when due its material obligations, including all Taxes, assessments and governmental charges and levies upon it or its income, profits or property, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside or (ii) where any failure to pay could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04 Financial Statements, Reports, etc . The Borrower will maintain, for itself and each Subsidiary (other than the Excluded Subsidiary), a system of accounting established and administered in accordance with GAAP or IFRS, as applicable, and will furnish to the Administrative Agent and each Lender (through the Administrative Agent):

(a) within 90 days after the end of each of its fiscal years, its audited consolidated balance sheets and related consolidated statements of income, changes in stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, in the case of such consolidated financial statements audited by and accompanied by an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Borrower’s independent certified public accountants) audit report certified by an independent registered public accounting firm of nationally recognized standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the

Borrower and the Consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;

(b) within 45 days after the end of each of the first three quarters of each of its fiscal years, its consolidated balance sheet and related consolidated statements of income, changes in stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and the Consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes;

(c) together with each delivery of financial statements under clause (a) or (b) of this Section 5.04, a compliance certificate substantially in the form of Exhibit C signed by a Financial Officer of the Borrower, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.07 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of the Borrower most recently theretofore delivered under clause (a) or (b) of this Section 5.04 (or, prior to the first such delivery, referred to in Section 3.05) and, if any such change has occurred, specifying the effect of such change on the financial statements (including those for the prior periods) accompanying such certificate;

(d) as soon as possible and in any event within 10 Business Days after any Responsible Officer of the Borrower knows that (i) any Reportable Event has occurred with respect to any Plan, (ii) any Withdrawal Liability has been incurred with respect to any Multiemployer Plan or (iii) the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Code, a statement, signed by a Financial Officer of the Borrower, describing such Reportable Event, Withdrawal Liability or notice and the action which the Borrower proposes to take with respect thereto;

(e) promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished;

(f) promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any Consolidated Subsidiary files with the Securities and Exchange Commission or financial reports material to the interests of the Lenders or to the ability of the Borrower to perform its obligations under the Loan Documents;

(g) promptly after Moody’s or S&P shall have announced a downgrade of the rating in effect for the Index Debt, written notice of such change; and

(h) such other information (including financial information and any information required by the Patriot Act or any other “know your customer” or similar laws or regulations) as the Administrative Agent or any Lender may from time to time reasonably request.

The financial statements (and the related audit opinions and certifications) required to be delivered by the Borrower pursuant to clauses (a) and (b) of this Section 5.04 and the reports and statements required to be delivered by the Borrower pursuant to clauses (e) and (f) of this Section 5.04 shall be deemed to have been delivered (i) when reports containing such financial statements (and the related audit opinions and certifications) or other materials are posted on the Borrower’s website on the internet at http://ir.janus.com (or any successor page identified in a notice given to the Administrative Agent and the Lenders) or on the SEC’s website on the internet at www.sec.gov and the Borrower has notified the Administrative Agent (who in turn shall notify the Lenders) that such reports have been so posted or (ii) when such financial statements, reports or statements are delivered in accordance with Section 9.17(a).

SECTION 5.05 Notices of Material Events . Promptly and in any event within five Business Days after a Responsible Officer of the Borrower becomes aware thereof, the Borrower will give notice in writing to the Administrative Agent and the Lenders of the occurrence of (a) any Default or Event of Default or (b) any other development, financial or otherwise, which has resulted or could reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06 Books and Records; Access to Properties and Inspections . The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, keep proper books and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary (other than the Excluded Subsidiary) to, permit the Administrative Agent and the Lenders to make reasonable inspections during regular business hours of the properties, corporate books and financial records of the Borrower or any such Subsidiary, to make reasonable examinations and copies of the books of accounts and other financial records of the Borrower or any such Subsidiary, and to discuss the affairs, finances and accounts of the

Borrower or any such Subsidiary with, and to be advised as to the same by, its respective officers at such reasonable times and intervals as the Lenders may designate; provided that (a) any inspection by any Lender shall be at such Lender’s own expense, (b) unless a Default or Event of Default shall have occurred and be continuing, there shall be no more than two such inspections during any fiscal year and (c) the Lenders shall coordinate the timing of their inspections through the Administrative Agent and provide reasonable written notice thereof.

SECTION 5.07 Use of Proceeds . The Borrower will use the proceeds of the Loans solely for the purposes set forth in Section 3.12.

SECTION 5.08 Anti-Corruption Laws and Sanctions . The Borrower will take reasonable measures to ensure compliance by the Borrower and its Subsidiaries with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.09 Additional Subsidiaries . With respect to any Material Subsidiary of the Borrower acquired or formed after the Closing Date (including any Subsidiary that becomes a Material Subsidiary after the Closing Date) (other than (i) any Foreign Subsidiary (or any Subsidiary thereof), (ii) any Excluded Regulated Subsidiary or any Subsidiary that is prohibited by law, regulation or contractual obligation from guaranteeing the Obligations or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guaranty (or any Subsidiary thereof), (iii) any Subsidiary that is not a wholly owned Subsidiary the organizational documents of which expressly prohibit any guarantee of any Indebtedness of the Borrower and/or expressly require third party interest holders’ consent to guarantee any Indebtedness of the Borrower and (iv) any other Subsidiary as reasonably requested by the Borrower and approved by the Required Lenders), promptly cause such Subsidiary to (i) become a party to the Subsidiary Guarantee, (ii) deliver to the Administrative Agent a Secretary’s certificate of such Subsidiary in a form reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

ARTICLE VI

NEGATIVE COVENANTS

SECTION 6.01 Indebtedness of Subsidiaries . The Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) to incur, create or suffer to exist any Indebtedness, except:

(a) Indebtedness incurred to finance the acquisition, repair or improvement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under clause (j) of this Section 6.01, shall not exceed $60,000,000 at any time outstanding;

(b) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; provided that any such Indebtedness owing by the Guarantors shall be at least pari passu to the Obligations and the obligations of the Guarantors pursuant to the Subsidiary Guarantee;

(d) Attributable Debt in connection with any Sale and Leaseback Transaction;

(e) Indebtedness of a Person existing at the time such Person becomes a Subsidiary and any Replacement Indebtedness in respect thereof; provided that such Indebtedness was not created in contemplation of or in connection with such Person becoming a Subsidiary;

(f) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof;

(g) Guarantees of Indebtedness permitted under clauses (a) through (d) of this Section 6.01;

(h) Indebtedness owed in respect of netting services, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business in connection with treasury, depository or cash management services or in connection with any automated clearing house transfers of funds;

(i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for workers’ compensation claims, self-insurance obligations, performance, bid, surety, stay and appeal bonds and other similar types of performance and completion guarantees or as an account party in respect of letters of credit; and

(j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount of all Indebtedness incurred under this clause (j), when taken together with the aggregate principal amount of all Indebtedness incurred under clause (a) of this Section 6.01, shall not exceed $60,000,000 at any time outstanding.

SECTION 6.02 Liens . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, create, incur or suffer to exist any Lien in or on its property (now or hereafter acquired), or on any income or revenues or rights in respect of any thereof, except:

(a) Liens for Taxes on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings or are immaterial in amount;

(b) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, landlords’ and mechanics’ liens and other similar liens arising in the ordinary course of business that secure payment of obligations (other than Indebtedness) that are not

more than 60 days past due or that are being contested in good faith by appropriate proceedings;

(c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(d) Liens arising out of deposits to secure leases, trade contracts, statutory obligations, appeal bonds, performance bonds and other obligations of like nature, in each case arising in the ordinary course of business;

(e) utility easements, rights-of-way, restrictions, zoning ordinances, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and that do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries;

(f) Liens existing on the Closing Date and described in Schedule 6.02, and Liens extending or replacing such Liens; provided that such Liens (including any such extension or replacement Liens) (i) secure only those obligations that they secured on the Closing Date and Replacement Indebtedness in respect thereof and (ii) extend only to the assets that they encumbered on the Closing Date (or that would have been required to be so secured pursuant to the terms thereof) (other than a substitution of like assets);

(g) Liens on fixed or capital assets securing Indebtedness of the Borrower or Indebtedness permitted under Section 6.01(a), in each case, incurred to finance the acquisition, repair or improvement of such assets (and any Replacement Indebtedness in respect thereof); provided that such Liens extend only to such assets;

(h) Liens deemed to exist in connection with Permitted B Share Transactions; provided that such Liens extend only to B Share Fees and not to any other assets of the Borrower and the Subsidiaries;

(i) Environmental Liens securing clean-up costs or fines, not in excess of $25,000,000 in aggregate principal amount, excluding Environmental Liens that are being contested in good faith by appropriate proceedings and the enforcement of which is stayed;

(j) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Subsidiary in excess of those required by applicable banking regulations;

(k) judgment Liens in respect of judgments that have not resulted in an Event of Default under clause (i) of Article VII;

(1) any Lien existing on any property before the acquisition thereof or existing on any property of any Person that becomes a Subsidiary after the Closing Date

before the time such Person becomes a Subsidiary, and Liens extending or replacing such Liens; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) no such Lien shall apply to any other property and (iii) no such Lien shall secure obligations other than the obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and Replacement Indebtedness in respect thereof;

(m) Liens on the Excluded Securities and the Excluded Securities Accounts; provided that (i) such Liens secure only obligations of the Borrower and the Subsidiaries in respect of the Specified Hedging Agreements and (ii) such Liens extend only to the Excluded Securities and the Excluded Securities Accounts;

(n) Liens in respect of Excess Margin Stock;

(o) other Liens securing Indebtedness or other obligations in an aggregate principal amount that does not exceed $40,000,000 at any time outstanding;

(p) Liens granted on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries, provided that at the time each such Lien is granted, no Loans shall be outstanding;

(r) utility and similar deposits made by the Borrower or its Subsidiaries in the ordinary course of business (consistent with past practices of such Borrower or Subsidiary);

(s) temporary good faith deposits made in connection with Investments permitted hereunder;

(t) temporary Liens in connection with sales, transfers, leases, assignments or other conveyances or dispositions of securities permitted under Section 6.04, including (x) Liens on securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to sell such securities if such sale is otherwise permitted hereunder, or is required by such contracts to be permitted hereunder, and (y) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any securities or interest therein, which rights of first refusal, option or contractual rights are granted in connection with a sale, transfer or other disposition of securities permitted hereunder;

(u) licenses, leases or subleases granted to third parties not interfering in any material respect with the business of any Subsidiary or the Borrower; and

(q) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or capital leases permitted under this Agreement.

SECTION 6.03 [RESERVED] .

SECTION 6.04 Mergers, Consolidations and Transfers of Assets . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to,

merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of any of its assets (whether now owned or hereafter acquired), including any Equity Interests in any Subsidiary, and will not permit any wholly-owned Subsidiary (other than the Excluded Subsidiary) to issue any additional Equity Interests in such Subsidiary (other than to the Borrower or any other Subsidiary); provided that:

(a) the Borrower and any Subsidiary may sell or license assets (including Intellectual Property) in the ordinary course of business;

(b) the Borrower may sell or transfer assets in connection with Permitted B Share True Sale Transactions;

(i) any wholly owned Domestic Subsidiary may merge into, consolidate with or liquidate into (or otherwise) the Borrower in a transaction in which the Borrower is the surviving corporation;

(ii) any Subsidiary (“ Affected Subsidiary ”) may merge into, consolidate with or liquidate into (or otherwise) any other Subsidiary (other than the Excluded Subsidiary) in a transaction in which (x) no Person other than (A) the Borrower, (B) a Guarantor or (C) the parent of the Affected Subsidiary which parent is a Subsidiary of the Borrower receives any consideration, (y) if either of the Affected Subsidiary and such other Subsidiary is one of the Guarantors, the surviving Subsidiary is a Guarantor or (z) if either of the Affected Subsidiary and such other Subsidiary is a wholly owned Subsidiary, the surviving or resulting Subsidiary is a wholly-owned Subsidiary;

(iii) the Borrower and the Subsidiaries may sell, transfer, lease, license or otherwise dispose of assets (other than Equity Interests in INTECH or Perkins) the Net Proceeds of which do not exceed, when taken together with the Net Proceeds of all other assets sold, transferred, leased, licensed or otherwise disposed of on or after the Closing Date pursuant to this clause (iii), $150,000,000 in the aggregate; and

(iv) the Borrower and the Subsidiaries may sell, transfer, lease, license or otherwise dispose of Equity Interests in, or assets of, INTECH, Perkins or Janus Services LLC;

(d) the Borrower and the Subsidiaries may consummate any Sale and Leaseback Transaction;

(e) the Borrower and the Subsidiaries may make any sale, transfer, lease or other disposition to the Borrower or any Subsidiary; provided that any such sale, transfer,

lease or other disposition involving a Subsidiary that is not one of the Guarantors shall be made in compliance with Section 6.05;

(f) dispositions of non-core assets acquired in connection with any investment or acquisition;

(g) dispositions of cash and Permitted Investments in the ordinary course of business;

(h) the sale, lease, assignment, transfer or disposal of Investments in joint ventures required by, or made pursuant to buy/sell arrangements set forth in joint venture arrangements and similar binding arrangements;

(i) the Borrower and the Subsidiaries may make any sales of Excess Margin Stock; and

(j) the issuance or transfer of Equity Interests in any Subsidiary pursuant to employee compensation plans.

SECTION 6.05 Transactions with Affiliates . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, sell or transfer any assets to, or purchase or acquire any assets from, or otherwise engage in any other transactions (other than any equity issuance or Restricted Payment) with, any of its Affiliates (other than the Borrower or any Subsidiary (other than the Excluded Subsidiary)), except that the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions which, taken as a whole, are not less favorable to the Borrower or such Subsidiary than would prevail in an arm’s-length transaction with unrelated third parties.

SECTION 6.06 Restrictive Agreements . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, enter into, incur or permit to exist any agreement or other arrangement that, directly or indirectly (through the application of financial covenants or otherwise), prohibits or restricts the ability of any Subsidiary (other than the Excluded Subsidiary) to declare and pay dividends or other distributions with respect to its Equity Interests or to make or repay any loans or advances to the Borrower or to Guarantee Indebtedness of the Borrower; provided that the foregoing shall not apply to prohibitions or restrictions (i) imposed by applicable law or any Loan Document, (ii) contained in agreements relating to secured Indebtedness or Hedging Agreements permitted hereunder, if such prohibitions or restrictions apply only to (A) assets other than cash securing such Indebtedness or Hedging Agreements or (B) cash in an amount not greater than a customary overcollateralization of the principal amount of such Indebtedness that has been deposited in a collateral or similar account to cash collateralize such Indebtedness or Hedging Agreements, (iii) contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, if such prohibitions or restrictions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder, (iv) contained in any leases, subleases or licenses, sublicense or serve contracts restricting the assignment thereof, (v) contained in any agreement in effect on the Closing Date as any such agreement is in effect on such date, (vi) provisions in

partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business restricting the transfer of related joint venture interests, (vii) in connection with the Indebtedness permitted to be incurred by this Agreement so long as such prohibitions or restrictions are no more restrictive than this Agreement or (viii) contained in any agreement in effect at the time a Person became a Subsidiary or assets are first acquired.

SECTION 6.07 Certain Financial Covenants . The Borrower will not:

(a) permit the Leverage Ratio as of the end of any fiscal quarter to exceed 3.00:1.00; and

(b) permit the Interest Coverage Ratio to be less than 4.00:1.00 for any period of four fiscal quarters ending after the Closing Date.

SECTION 6.08 Margin Stock . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, purchase or otherwise acquire Margin Stock if, after giving effect to any such purchase or acquisition, Margin Stock owned by the Borrower and the Subsidiaries would represent more than 25% of the assets of the Borrower and the Subsidiaries on a consolidated basis (valued in accordance with Regulation U); provided that, subject to Section 6.10, the Borrower may repurchase its capital stock pursuant to any stock buyback program approved by the Borrower’s Board of Directors. For purposes of this Section 6.08, on any date of determination, Margin Stock and the total assets of the Borrower and the Subsidiaries will be valued in a manner determined by the Borrower in good faith and consistent with the requirements of Regulation U.

SECTION 6.09 [RESERVED] .

SECTION 6.10 Restricted Payments . The Borrower will not, and will not permit any Subsidiary (other than the Excluded Subsidiary) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, unless at the time such Restricted Payment is made, (A) no Event of Default shall have occurred and be continuing, or would result therefrom and (B) in the case of a material extraordinary dividend (which, for the avoidance of doubt, shall not include any regularly scheduled dividends), immediately prior to, and after giving effect to, such Restricted Payment, no Loans shall be outstanding.

SECTION 6.11 Limitations on Conduct of Business . Without limiting Section 5.01(a), the Borrower will not permit any Subsidiary (other than the Excluded Subsidiary) existing on the Closing Date (other than JCM and the Excluded Subsidiary) to engage in any business or line of business or conduct any business activities materially different from the business, line of business or business activities conducted by such Subsidiary on the Closing Date.

SECTION 6.12 Anti-Corruption Laws and Sanctions; Patriot Act . The Borrower will not request any Borrowing, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing (A) in violation of any Anti-Corruption Laws in any material

respect, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto in any material respect or (D) in any manner that would result in the violation of the Patriot Act in any material respect.

ARTICLE VII

EVENTS OF DEFAULT

In case of the occurrence of any of the following events (“ Events of Default ”):

(a) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary (other than Excluded Subsidiary) to the Lenders or the Administrative Agent, or any report, certificate or other written information furnished by the Borrower or any Subsidiary to the Lenders or the Administrative Agent, in each case under or in connection with any Loan Document, shall be incorrect in any material respect on the date as of which made or furnished;

(b) nonpayment by the Borrower of principal of any Loan when due;

(c) nonpayment by the Borrower of interest upon any Loan or of any Fee or other Obligations (other than an amount referred to in clause (b) above) under any of the Loan Documents within five Business Days after the same becomes due;

(d) the breach by the Borrower of any of the terms or provisions of Article VI;

(e) the breach by the Borrower or a Guarantor (other than a breach which constitutes an Event of Default under clause (a), (b), (c) or (d) above) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within 30 days after written notice from the Administrative Agent or any Lender;

(f) the failure of the Borrower or any Subsidiary (other than the Excluded Subsidiary) to pay any Material Indebtedness (after giving effect to any cure periods, as applicable); or the occurrence of any default or any change in control or similar event that under the terms of any agreement or instrument governing any Material Indebtedness shall cause, or permit the holder or holders of such Indebtedness or a trustee or other representative acting on their behalf or, in the case of any Hedging Agreement, the applicable counterparty, to cause, such Material Indebtedness to become due prior to its stated maturity, or to require the prepayment, redemption, repurchase or defeasance thereof prior to its stated maturity or, in the case of any Hedging Agreement, to cause the early termination thereof and such default or failure has not been cured or waived; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness;

(g) the Borrower or any Subsidiary (other than the Excluded Subsidiary) shall (i) have an order for relief entered with respect to it under the Federal Bankruptcy Code, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) apply for, seek, consent to or

acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (v) institute any proceeding seeking an order for relief under the Federal Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action to authorize or effect any of the foregoing actions set forth in this clause (g) or (vii) fail to contest in good faith any appointment or proceeding described in the following clause (h);

(h) without the application, approval or consent of the Borrower or any Subsidiary (other than the Excluded Subsidiary), a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Subsidiary (other than any Excluded Subsidiary) or any substantial part of its property, or a proceeding described in subclause (v) of the preceding clause (g) shall be instituted against the Borrower or any Subsidiary (other than any Excluded Subsidiary) and such appointment shall continue undischarged or such proceeding shall continue undismissed or unstayed, in each case, for a period of 60 consecutive days;

(i) the Borrower or any Subsidiary (other than any Excluded Subsidiary) shall fail within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $25,000,000 (or its equivalent in any other currency) that is not stayed on appeal or otherwise being appropriately contested in good faith; provided that any such judgment or order shall not give rise to an Event of Default under this clause (i) if and so long as (i) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the Borrower or such Subsidiary and a financially responsible insurer covering full payment of such unsatisfied amount and (ii) such insurer has not denied coverage of the amount of such judgment or order;

(j) the Unfunded Liabilities of all Plans shall exceed in the aggregate $25,000,000, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to result in liability of the Borrower or any member of the Controlled Group in an aggregate amount exceeding $25,0000,000 or any Withdrawal Liability in excess of $25,000,000 shall be incurred with respect to any Multiemployer Plan or the Borrower or any member of the Controlled Group has received any notice concerning the imposition of Withdrawal Liability in excess of $25,000,000 or a determination that a Multiemployer Plan with respect to which the potential Withdrawal Liability of the Borrower or any member of the Controlled Group would exceed $25,000,000 is, or is expected to be, insolvent or in reorganization, within the meaning of Title W of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA or Section 432 of the Code;

(k) a Change in Control shall have occurred;

(1) any Loan Document shall cease at any time to be valid, enforceable or in full force and effect, except in accordance with the terms thereof, or the Borrower or any Subsidiary shall so assert in writing;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in clause (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII

THE AGENT

Each of the Lenders hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the

Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.

The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (including, if applicable, a Financial Officer of such Person). The Administrative Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer or a Responsible Officer of such Person). The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any determination made or action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders

shall have the right, after consultation with the Borrower, and in the absence of a continuing Event of Default, subject to the Borrower’s consent (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank, which, in the absence of a continuing Event of Default, shall be subject to the Borrower’s consent (not to be unreasonably withheld). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to this Agreement or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.

Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Total Commitment shall be terminated, the percentage it holds of the aggregate outstanding principal amount of the Loans and participations in Swingline Loans) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount of such pro rata share, from and against any and all claims for liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan

Document, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to the Administrative Agent or any of its Related Parties for any portion of such claim for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that such claim is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent or any of its Related Parties. The obligations of the Lenders under this Article VIII shall survive the payment of all amounts due under any Loan Document and the termination of this Agreement.

Notwithstanding anything herein to the contrary, no Person named on the cover page of this Agreement as an Arranger shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices . Except as otherwise specifically provided for in this Agreement (including, without limitation, in Sections 5.04 and 9.17), notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by facsimile transmission or electronic transmission as follows:

(a) if to the Borrower, to it at 151 Detroit Street, Denver, CO 80206, Attention of Chief Financial Officer (Fax No. (303) 316-5651); with a copy to General Counsel (Fax No. (303) 639-6662);

(b) if to the Administrative Agent or the Swingline Lender, to it at JPMorgan Chase Bank, N.A., JPMorgan Loan Service, 500 Stanton Christiana Road, Ops 2 Floor 3, Newark, DE 19713, Attn: Brittany Duffy (Fax No. (302) 634-4733; Tel No. (302) 634-8814 (Email Address: brittany.duffy@jpmorgan.com); and

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile or electronic transmission, or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section; provided that, unless otherwise specifically provided in Article II, all notices given under Article II shall be delivered by hand or overnight courier service or sent by facsimile.

SECTION 9.02 Survival of Agreement . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other

instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Loans, regardless of any investigation made by or on behalf of the Administrative Agent or the Lenders, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) is outstanding and unpaid and so long as the Commitments have not been terminated.

SECTION 9.03 Effectiveness . This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies thereof which, when taken together, bear the signatures of all the initial Lenders providing the Total Commitment. Delivery of an executed signature page of any Loan Document by facsimile transmission or electronic transmission (PDF) shall be effective as delivery of a manually executed counterpart thereof.

SECTION 9.04 Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, participants (to the extent provided in paragraph (e) of this Section 9.04), the Arranger and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Revolving Loans at the time owing to it); provided , however , that (i) each such assignment shall be to an Eligible Assignee, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (iii) except in the case of an assignment of the entire remaining amount of the Commitment or Loans the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption and the Lenders party to such Assignment and Assumption shall pay to the Administrative Agent a processing and recordation fee of $3,500 (except that no recordation fee shall be required if the assignee is an Affiliate of the assignor), (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) without the prior written consent of the Administrative Agent (which shall not be unreasonably withheld) and, in the absence of a continuing Event of Default, the Borrower, (and the Borrower’s consent shall not be unreasonably withheld and shall be deemed to have consented to such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten Business

Days after having received notice thereof) no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon acceptance and recording pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall continue to be entitled to the benefits of Sections 2.15, 2.17, 2.21 and 9.05, as well as to any Fees accrued for its account prior to the effective date of the Assignment and Assumption and not yet paid)).

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of the Borrower, the Administrative Agent and the Swingline Lender to such assignment, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) record the information contained therein in the Register.

(e) Each Lender may, without the consent of the Borrower, the Swingline Lender or the Administrative Agent, sell to any Person (other than the Borrower) that shall have represented to such Lender that such Person is not (A) an Affiliate of the Borrower or (B) an investment manager, any investment company or any similar entity that, in each case, is managed or advised by the Borrower or an Affiliate of the Borrower, participations in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (w) such Lender’s obligations under this Agreement shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (y) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement and (z) without the prior written consent of the Administrative Agent and, in the absence of a continuing Event of Default, the Borrower, no participation shall be sold to a prospective participant that

bears a relationship to the Borrower described in Section 108(e)(4) of the Code; provided , however , that the agreement or instrument pursuant to which such Lender sells a participation may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.08(b). A participant shall be entitled to the benefit of the cost protection provisions contained in Sections 2.15, 2.17 and 2.21 to the same extent as it were a Lender (subject to the requirements and limitations therein, including the requirements of Section 2.21(f) (it being understood that the documentation required under Section 2.21(f) shall be delivered to the participating Lender)); provided , however , that a participant shall not be entitled to receive any more than the selling Lender would have received had it not sold the participation except to the extent such entitlement to receive a greater payment results from an adoption of or change in law, or in the interpretation or application thereof, that occurs after the participant acquires the applicable participation.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a record of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. For the avoidance of doubt, the Administrative Agent, in its capacity as Administrative Agent, shall have no responsibility for maintaining a Participant Register.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Expenses; Indemnity . (a) The Borrower agrees to pay all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arranger and their respective Affiliates in connection with the arrangement and syndication of the credit facility established hereby, the preparation, execution and delivery of this Agreement and the other Loan Documents, or incurred by the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated and except for such costs and expenses incurred after the termination of this Agreement), or incurred by the Administrative Agent or any Lender

in connection with the enforcement or protection of its rights in connection with this Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable and invoiced fees, charges and disbursements of Simpson Thacher & Bartlett LLP and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender (it being agreed that, notwithstanding anything to the contrary contained herein, the Borrower shall be responsible for the fees, charges and disbursements of one counsel in each relevant jurisdiction unless, in the good faith judgment of the Administrative Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary Taxes that arise from or are connected to the execution and delivery of this Agreement or any of the other Loan Documents.

(b) The Borrower agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Arranger and each Related Party of any of the foregoing (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all claims, liabilities, losses, damages, costs and expenses (including reasonable and invoiced counsel fees, charges and disbursements of one counsel selected by the Administrative Agent for all the Indemnitees, such local counsel as the Administrative Agent may in good faith deem advisable and, in the event the Administrative Agent shall have determined that a conflict of interest makes it inadvisable for a single counsel to represent all the Indemnitees, such additional counsel as may be required by reason of such conflict), incurred by or asserted against any Indemnitee arising out of or in connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim (whether brought by a Lender or any other Person), liability, loss, damage, cost or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) disputes solely among Indemnitees that did not arise out of any act or omission of the Borrower or its Affiliates; it being understood that, notwithstanding the foregoing but solely to the extent such indemnification would not be denied pursuant to clause (x) of this proviso, clause (y) of this proviso shall not limit the Borrower’s indemnification obligations with respect to any Indemnitee acting in its capacity as Administrative Agent or Arranger. Each of the parties hereto also agrees not to assert any claim for special, indirect, consequential or punitive damages against any Loan Party, the Administrative Agent, any Arranger, any Lender or any Related Party of any of the foregoing on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans; provided that the foregoing shall not limit the Loan Parties’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential, or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder.

(c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

SECTION 9.06 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents due and payable to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such deposits or other obligations may be unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided , that the failure to give such notice shall not affect the validity of such setoff and application made pursuant to the terms hereof. The rights of each Lender and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and such Affiliate may have.

SECTION 9.07 Applicable Law . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08 Waivers; Amendment . (a) No failure or delay of the Administrative Agent or any Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies which they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement or the Subsidiary Guarantee nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided , however , that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan of any Lender, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan of any Lender, without the prior written consent of such Lender

(other than any waiver of default interest under Section 2.10 which shall only require Required Lender consent), (ii) change or extend the Commitment or decrease or extend the date for payment of the Commitment Fee of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender or (iv) release any Guarantor from the Subsidiary Guarantee, or limit its liability in respect of the Subsidiary Guarantee, in any case without the prior written consent of the Two-Thirds Lenders; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Swingline Lender hereunder without the prior written consent of the Administrative Agent or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if (A) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement; provided that the Borrower may prevent any such amendment from becoming effective by a notice delivered to the Administrative Agent at any time prior to such effectiveness, in which case the Commitments of the non-consenting Lenders will not terminate and their Loans will not be required to be repaid. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any Person subsequently acquiring a Loan from it.

SECTION 9.09 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges which are treated as interest under applicable law (collectively the “ Charges ”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable on the Loans made by such Lender, together with all Charges payable to such Lender, shall be limited to the Maximum Rate.

SECTION 9.10 Entire Agreement . This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH

THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.12 Severability . In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract.

SECTION 9.14 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15 Jurisdiction; Consent to Service of Process . (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16 Confidentiality; Material Non-Public Information . (a) Each Lender agrees to keep confidential and not to disclose (and to cause its officers, directors, employees, agents, Affiliates and representatives to keep confidential and not to disclose) all Information (as defined below), except that such Lender shall be permitted to disclose Information (i) on a confidential basis, to such of its officers, directors, employees, advisors, agents, Affiliates and representatives as need to know such Information in connection with the servicing and protection of its interests in respect of its Loans and Commitments, the Loan Documents and the Transactions; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process or requested by any Governmental Authority having or claiming to have jurisdiction over such Lender (in which case, except in connection with regulatory examinations or audits or as otherwise requested by regulatory authorities, such Lender agrees to inform the Borrower promptly thereof to the extent legally permissible); (iii) to any other party to this Agreement for purposes directly related to this Agreement or any other Loan Document; (iv) in connection with any suit or proceeding relating to this Agreement or any other Loan Document; (v) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower or any Subsidiary and its obligations; (vi) to the extent such Information (A) becomes publicly available other than as a result of a breach by such Lender of this Agreement, (B) is generated by such Lender or becomes available to such Lender on a nonconfidential basis from a source other than the Borrower or its Affiliates or the Administrative Agent, or (C) was available to such Lender on a nonconfidential basis prior to its disclosure to such Lender by the Borrower or its Affiliates or the Administrative Agent; or (vii) to the extent the Borrower shall have consented to such disclosure in writing. As used in this Section, “ Information ” shall mean the Confidential Memorandum and any other confidential materials, documents and information relating to the Borrower that the Borrower or any of its Affiliates may have furnished or made available or may hereafter furnish or make available to the Administrative Agent or any Lender in connection with this Agreement. The Borrower agrees to maintain the confidentiality of any information relating to a rate provided by a Reference Lender, except (a) to its directors, officers, employees, advisors or affiliates on a confidential and need-to-know basis in connection herewith, (b) as consented to by the applicable Reference Lender or (c) as required by law, regulation, judicial or governmental order, subpoena or other legal process or is requested or required by any governmental or regulatory authority or exchange (in which case such Borrower agrees to inform the applicable Reference Lender promptly thereof prior to such disclosure)

(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non—public information concerning the Borrower and its Affiliates or the Borrower’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

(c) All information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates or the Borrower’s securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

(d) Each Transferee shall be deemed, by accepting any assignment or participation hereunder, to have agreed to be bound by this Section.

SECTION 9.17 Electronic Communications . (a) The Borrower hereby agrees that, unless otherwise requested by the Administrative Agent, it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Agent pursuant to Section 5.04(a), (b), (c), (f), (g), (h), (i), and (j) (the “ Communications ”) by transmitting the Communications in an electronic/soft medium (provided such Communications contain any required signatures) in a format reasonably acceptable to the Administrative Agent to one or more e-mail addresses as shall be designated by the Administrative Agent from time to time; provided that any delay or failure to comply with the requirements of this Section 9.17(a) shall not constitute a Default or an Event of Default hereunder.

(b) Each party hereto agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) (the “ Platform ”). Nothing in this Section shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified in the Loan Documents.

(c) Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

(d) Each party hereto agrees that any electronic communication referred to in this Section shall be deemed delivered upon the posting of a record of such communication (properly addressed to such party at the e-mail address provided to the Administrative Agent) as “sent” in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent or any Lender, upon the posting of a record of such communication as “received” in the e-mail system of the Administrative Agent or any Lender; provided that if such communication is not so received by the Administrative Agent or a Lender during the normal

business hours of the Administrative Agent or applicable Lender, such communication shall be deemed delivered at the opening of business on the next Business Day for the Administrative Agent or applicable Lender.

(e) Each party hereto acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Communications and the Platform are provided “as is” and “as available,” (iii) none of the Administrative Agent, its Affiliates or any of its Related Parties (collectively, the “ JPMorgan Parties ”) warrants the adequacy of the Platform or the accuracy or completeness of the Communications or the Platform, and each JPMorgan Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (iv) no warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any JPMorgan Party in connection with any Communications or the Platform.

SECTION 9.18 Patriot Act . Each Lender that is subject to Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

SECTION 9.19 No Fiduciary Relationship . The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the Transactions and any communications in connection therewith, the Borrower, the Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, any Lender or any of their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	JANUS CAPITAL GROUP INC.


	By:	/s/ Jennifer J. McPeek
	Name: Jennifer J. McPeek
	Title: Senior Vice President and Chief Financial Officer