Macro Environment - The current macro backdrop is characterized by a broad and changing geopolitical environment, which is causing clients to seek assistance in navigating these uncertainties [1] - Clients are particularly focused on managing through geopolitical changes and are looking for innovative solutions to address these challenges [1] Investor Appetite - There is a strong investor appetite for real innovation, which is a key area of focus for the company's 350 investment professionals globally [1]

Summary of Janus Henderson Group (NYSE:JHG) FY Conference Call Company Overview - **Company**: Janus Henderson Group plc - **Industry**: Asset Management Macro Environment Insights - **Geopolitical Concerns**: Clients are focused on managing through a changing geopolitical environment, seeking help in navigating these uncertainties [5][6] - **Investment Trends**: There is a growing interest in non-US investments, particularly in emerging market debt, European equities, and real estate [6][7] - **Demographics and AI**: Clients are looking for investment opportunities related to demographic shifts and advancements in AI [6][7] - **Cost of Capital**: The current cost of capital is influencing investment strategies, with expectations of rate cuts in the near future [8][9] Partnership with Guardian Life - **Transaction Background**: The partnership with Guardian Life was competitive, emphasizing long-term value creation over short-term pricing [12][13] - **Assets Under Management (AUM)**: Initially expected to manage $45 billion, the partnership has grown to $46.5 billion [14] - **Seed Capital**: Janus Henderson has partnered with Guardian Life on $400 million of seed capital to develop new investment products [14][16] - **Distribution System**: Guardian's Park Avenue Securities, with $60 billion in AUM, will help distribute Janus Henderson's products [18] Insurance Business Expansion - **Pipeline Development**: Janus Henderson is engaging in discussions with large insurance companies, aiming to leverage its expertise in asset management [19][20] - **AUM Growth**: The company manages approximately $100 billion in assets from insurance globally, positioning itself as a significant player in the market [20] ETF Performance and Strategy - **JAAA and JABS ETFs**: JAAA has seen consistent growth, while JABS is expected to complement it, focusing on different durations and rates [21][23] - **Active Fixed Income Growth**: The company aims to grow its active ETFs, with a focus on providing a range of products to meet varying client needs [24][27] - **Institutional Demand**: There is a noticeable increase in demand for ETFs from institutional clients, particularly in the U.S. and Europe [28][30] Alternatives and Privacore - **Privacore Platform**: A platform designed to connect alternative asset managers with wealth platforms, currently has 97 firms on its waiting list [49][51] - **Acquisitions**: Janus Henderson has made strategic acquisitions, including Victory Park Capital, to enhance its private credit offerings [54][57] Blockchain and Tokenization - **Tokenized Funds**: Janus Henderson is the second-largest provider of tokenized funds, attracting interest from on-chain financial institutions seeking yield [61][62] - **Future Opportunities**: The company is preparing for potential changes in the industry due to blockchain technology, aiming to stay ahead of competitors [63][64] Overall Business Performance - **U.S. Flows**: The company has experienced eight consecutive quarters of inflows in the U.S., driven by improvements in the intermediary business [38][39] - **Active Equities**: Despite challenges in the active equities market, there is a shift towards active management as clients seek more tailored portfolio solutions [44][46] Conclusion - Janus Henderson Group is strategically positioning itself for growth through partnerships, innovative product offerings, and a focus on emerging trends in the asset management industry. The company is leveraging its expertise to navigate a complex macroeconomic environment while expanding its reach in both traditional and alternative investment spaces.

Company Overview - Janus Henderson Group plc (JHG) is headquartered in London and operates in the Finance sector, specifically in Investment Management [3] - The company has experienced a price change of 0.16% so far this year [3] Dividend Information - JHG currently pays a dividend of $0.40 per share, resulting in a dividend yield of 3.76%, which is higher than the Financial - Investment Management industry's yield of 2.72% and the S&P 500's yield of 1.49% [3] - The annualized dividend of $1.60 represents a 2.6% increase from the previous year [4] - Over the past 5 years, JHG has increased its dividend 3 times, averaging an annual increase of 1.70% [4] - The current payout ratio for JHG is 44%, indicating that the company pays out 44% of its trailing 12-month earnings per share as dividends [4] Earnings Expectations - JHG is expected to see earnings growth this fiscal year, with the Zacks Consensus Estimate for 2025 at $3.62 per share, reflecting a 2.55% increase from the previous year [5] Investment Appeal - JHG is considered a compelling investment opportunity due to its attractive dividend and strong Zacks Rank of 2 (Buy) [6] - The company is positioned well for income investors, especially in the context of improving stock investing profits and reducing overall portfolio risk [5][6]

Core Viewpoint - Janus Henderson Group plc (JHG) shows potential as a stock pick due to a recent "golden cross" event, indicating a bullish trend from a technical perspective [1][4]. Technical Indicators - A "golden cross" occurs when a stock's short-term moving average (50-day) crosses above its long-term moving average (200-day), signaling a bullish breakout [2]. - The formation of a golden cross involves three stages: a downtrend that bottoms out, the crossover of moving averages, and a subsequent upward price movement [3]. Recent Performance - JHG shares have increased by 8.3% over the past four weeks, indicating positive momentum [4]. - The company holds a 1 (Strong Buy) rating on the Zacks Rank, suggesting strong potential for further price appreciation [4]. Earnings Outlook - JHG has experienced five upward earnings revisions in the last 60 days, with no downward revisions, leading to an improved Zacks Consensus Estimate for the current quarter [4]. - The positive earnings outlook further strengthens the bullish case for JHG [4]. Investment Consideration - Given the technical indicators and positive earnings estimates, JHG is recommended for investors' watchlists [5].

Core Insights - Investing in stocks based on valuation metrics, particularly the price-to-sales (P/S) ratio, can identify opportunities with strong upside potential, especially for unprofitable or early-stage companies [1][2][3] Valuation Metrics - The P/S ratio compares a company's market capitalization to its revenues, providing a clearer picture of value when earnings are minimal or volatile [2][5] - A P/S ratio below 1 indicates a good bargain, as investors pay less than a dollar for each dollar of revenue generated [6] - The P/S ratio is preferred over the price-to-earnings (P/E) ratio due to the difficulty of manipulating sales figures compared to earnings [7] Investment Opportunities - Low P/S stocks can offer compelling opportunities for growth at a discount, especially when combined with strong fundamentals and positive business momentum [3][10] - Companies such as Janus Henderson Group plc (JHG), The Greenbrier Companies, Inc. (GBX), Precision Drilling (PDS), The Mosaic Company (MOS), and PagSeguro Digital (PAGS) have low P/S ratios and potential for higher returns [4][10] Company Profiles - **Janus Henderson Group plc (JHG)**: A global asset management firm with a strong balance sheet and positive net inflows, positioned for long-term value creation [13] - **The Greenbrier Companies, Inc. (GBX)**: A leading supplier in freight transportation markets, benefiting from strong market demand and a profitable leasing business [15] - **Precision Drilling (PDS)**: An oilfield services company with a positive outlook supported by U.S. drilling activity and strategic expansions [17] - **The Mosaic Company (MOS)**: A major producer of phosphate and potash, experiencing strong demand and improving cost structures [20] - **PagSeguro Digital (PAGS)**: A financial services provider in Brazil, enhancing its digital banking platform and focusing on sustainable growth [22]

Financial Data and Key Metrics Changes - The company reported adjusted diluted EPS of $0.90, a 6% increase compared to the same period a year ago [30] - Adjusted revenue increased by 2% compared to the prior quarter and 9% compared to the prior year, primarily due to higher management fees on increased average AUM [25][30] - The adjusted operating margin for the second quarter was 33.5% [30] Business Line Data and Key Metrics Changes - The company achieved net inflows of $46.7 billion for the quarter, marking the fifth consecutive quarter of positive net flows [14][53] - Fixed income net inflows were $49.7 billion, significantly up from $5.6 billion in the prior quarter [21] - Equity flows were negative $2.6 billion, an improvement from $4.2 billion of net outflows in the prior quarter [21] Market Data and Key Metrics Changes - The U.S. market saw positive net flows for the eighth consecutive quarter, while EMEA, LatAm, and Asia Pacific experienced net outflows [17] - Institutional net inflows were $49 billion, compared to $800 million in the prior quarter, marking the third consecutive quarter of positive flows [19] - The company’s AUM increased by 23% to $457.3 billion, the highest quarterly AUM ever [8] Company Strategy and Development Direction - The company is focused on three strategic pillars: protect and grow core businesses, amplify strengths, and diversify where clients give the right to win [34] - The partnership with Guardian is expected to amplify the company’s insurance, institutional, and fixed income businesses [38] - The company aims to enhance client relationships by evolving from transactional to partnership-based interactions [40] Management's Comments on Operating Environment and Future Outlook - Management noted that business trends have stabilized despite market volatility, with strong alpha generation from investment teams [5] - The company is optimistic about its growth trajectory, particularly in the institutional channel, and is focused on broadening its reach [58] - Management emphasized the importance of delivering consistent investment performance to attract and retain clients [62] Other Important Information - The company completed a strategic partnership with Guardian, which includes a commitment of up to $400 million in seed capital for product innovation [7] - The company has reduced shares outstanding by over 22% since 2018 and continues to return capital to shareholders through dividends and share buybacks [32] Q&A Session Summary Question: What are the next priorities on the institutional side? - Management expressed satisfaction with the positive net flows in the institutional channel and indicated that they are broadening their reach among institutional players [56][58] Question: How does the company plan to address persistent outflows in retail equities? - Management remains confident in their equities franchise and is focused on delivering outstanding investment performance to regain market share [62] Question: Can you discuss the addressable market for the new product, JABS? - Management highlighted JABS as a client-led innovation aimed at meeting the demand for short-duration, high-quality fixed-rate securitized assets [71][73] Question: What is driving the strong improvement in investment performance? - Management noted that the improvement is largely due to US and global equity products that have rebounded above benchmarks [75][76] Question: What are the plans for the multi-asset segment? - Management indicated that there is growing interest in balanced funds and solutions, particularly in the U.S., Europe, and Asia [80][82]

Financial Data and Key Metrics Changes - The company reported adjusted diluted EPS of $0.90, representing a 6% increase compared to the same period a year ago [28] - Assets under management (AUM) increased by 23% to $457.3 billion, marking the highest quarterly AUM ever [8][50] - Adjusted revenue increased by 2% compared to the prior quarter and 9% compared to the prior year, primarily due to higher management fees on increased average AUM [23] Business Line Data and Key Metrics Changes - The company saw net inflows of $46.7 billion for the quarter, including $46.5 billion from Guardian's general account [14] - Fixed income net inflows were $49.7 billion, significantly up from $5.6 billion in the prior quarter [20] - Active fixed income ETFs delivered net inflows of $1 billion, with four ETFs each having at least $100 million of net inflows [21] Market Data and Key Metrics Changes - Net flows were positive in the U.S. for the eighth consecutive quarter, while EMEA, LatAm, and Asia Pacific experienced net outflows [16] - Institutional net inflows were $49 billion, marking the third consecutive quarter of positive flows [18] - The U.S. intermediary channel saw positive net flows despite a challenging flow environment [17] Company Strategy and Development Direction - The company is focused on three strategic pillars: protect and grow core businesses, amplify strengths, and diversify where clients give the right to win [32] - The partnership with Guardian is expected to amplify the company's insurance, institutional, and fixed income businesses [36] - The company aims to enhance client relationships by evolving from transactional to peer-to-peer partnerships [40] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the stabilization of business trends despite recent market volatility [5] - The company is committed to delivering superior financial outcomes for clients and maintaining a strong balance sheet for future investments [50] - Management acknowledged the challenges in the retail equity business but remains confident in the equities franchise [60] Other Important Information - The company completed a strategic partnership with Guardian, which includes a commitment of up to $400 million in seed capital for product innovation [7] - The company has maintained a healthy quarterly dividend and has reduced shares outstanding by over 22% since 2018 [30] - The adjusted operating margin for the second quarter was 33.5% [28] Q&A Session Summary Question: What are the next priorities on the institutional side? - Management is pleased with the three consecutive quarters of institutional net flows and sees potential for continued growth, particularly with the Guardian partnership [54] Question: How do you see the solution to persistent outflows in retail equity business? - Management believes in the equities franchise and is focused on protecting and growing core businesses, emphasizing the importance of delivering outstanding investment performance [60] Question: Can you speak on the addressable market for the JAAD ECL product? - Management highlighted the successful launch of the JABS ETF, which addresses client needs for short-duration, high-quality fixed-rate securitized assets [70] Question: What is driving the strong improvement in investment performance? - The improvement is attributed to strong performance in U.S. and global equity products, with at least 72% of AUM ahead of benchmarks across all time periods [72] Question: What are the opportunities in the multi-asset space? - Management sees potential in the balanced fund and is optimistic about growing interest in multi-asset solutions, particularly in the U.S., Europe, and Asia [80]

Financial Performance - Janus Henderson Group reported quarterly earnings of $0.9 per share, exceeding the Zacks Consensus Estimate of $0.84 per share, and showing an increase from $0.85 per share a year ago, resulting in an earnings surprise of +7.14% [1] - The company posted revenues of $633.2 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 1.12%, and up from $588.4 million year-over-year [2] Stock Performance and Outlook - Janus Henderson Group shares have increased approximately 1.5% since the beginning of the year, while the S&P 500 has gained 8.2% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] Earnings Estimate Revisions - The trend for earnings estimate revisions for Janus Henderson Group was favorable ahead of the earnings release, resulting in a Zacks Rank 1 (Strong Buy) for the stock, indicating expected outperformance in the near future [6] - The current consensus EPS estimate for the upcoming quarter is $0.91 on revenues of $679.69 million, and for the current fiscal year, it is $3.53 on revenues of $2.63 billion [7] Industry Context - The Financial - Investment Management industry, to which Janus Henderson Group belongs, is currently ranked in the top 20% of over 250 Zacks industries, suggesting a favorable environment for stock performance [8]

Financial Performance - Total AUM increased by 23% to $4573 billion in Q2 2025[5] - Net inflows reached $467 billion in Q2 2025, including $465 billion from Guardian's general account[5, 4] - U S GAAP diluted EPS was $095, and adjusted diluted EPS was $090 in Q2 2025[5] - A dividend of $040 per share was declared, and 13 million shares were repurchased[5] Investment Performance - Investment performance remained solid, with 76% of AUM outperforming benchmarks over 3-year periods in Q2 2025[3] - 72% of total AUM outperformed the benchmark over 10 years[7] - 75% of mutual fund AUM was in the top 2 Morningstar quartiles[7] Flows - Net inflows included the Guardian partnership; excluding Guardian, net flows remained positive[9] - Fixed Income and Alternatives flows were positive, and Equities improved quarter over quarter[15] Capital Management - Cash and investment securities totaled $16 billion compared to outstanding debt of $395 million[24] - The company repurchased 13 million shares in Q2 2025 for approximately $50 million[24]

Part I. Financial Information [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) The unaudited financial statements for H1 2025 report total assets of $7.45 billion, Q2 revenue of $633.2 million, and net income attributable to JHG of $149.9 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $7.45 billion by June 30, 2025, driven by investments and intangible assets, while total liabilities decreased and equity grew Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $882.6 | $1,217.2 | | Investments (Current) | $380.7 | $337.1 | | Investments (Consolidated VIEs) | $1,059.4 | $502.1 | | Intangible assets, net | $2,540.5 | $2,473.3 | | Goodwill | $1,633.8 | $1,550.4 | | **Total Assets** | **$7,451.5** | **$6,963.1** | | **Liabilities & Equity** | | | | Long-term debt | $395.2 | $395.0 | | Total liabilities | $1,806.9 | $1,880.0 | | Total shareholders' equity | $4,768.6 | $4,591.5 | | **Total Liabilities & Equity** | **$7,451.5** | **$6,963.1** | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q2 2025 total revenue increased to $633.2 million, with net income attributable to JHG rising to $149.9 million, or $0.95 per diluted share Q2 2025 vs Q2 2024 Performance (in millions, except EPS) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenue | $633.2 | $588.4 | | Operating Income | $163.8 | $164.3 | | Net Income Attributable to JHG | $149.9 | $129.7 | | Diluted EPS | $0.95 | $0.81 | H1 2025 vs H1 2024 Performance (in millions, except EPS) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total Revenue | $1,254.6 | $1,140.1 | | Operating Income | $317.4 | $283.5 | | Net Income Attributable to JHG | $270.6 | $259.8 | | Diluted EPS | $1.72 | $1.62 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 operating cash flow decreased to $138.0 million, while investing activities used $518.1 million and financing activities provided $11.9 million Six Months Ended June 30 Cash Flow Summary (in millions) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Operating Activities | $138.0 | $218.8 | | Net Investing Activities | $(518.1) | $(114.7) | | Net Financing Activities | $11.9 | $(230.1) | | **Net Change in Cash** | **$(323.0)** | **$(133.3)** | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) The notes detail accounting policies, a new strategic partnership with Guardian Life Insurance, the acquisition of Victory Park Capital, and ongoing litigation - On June 30, 2025, JHG entered a strategic partnership with Guardian Life Insurance, recognizing a **$41.1 million** definite-lived intangible asset for managing Guardian's public fixed income portfolio[26](index=26&type=chunk)[28](index=28&type=chunk) - The acquisition of a **55% interest** in Victory Park Capital Advisors (VPC) was completed, with total consideration including **$114.0 million** in cash, JHG common stock, and contingent consideration valued at **$18.7 million** as of June 30, 2025[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The company is involved in a class action lawsuit, Schissler v. Janus Henderson, alleging breaches of fiduciary duties related to the company's 401(k) plan. The company intends to vigorously defend against these claims[104](index=104&type=chunk) Dividends Declared and Paid (H1 2025) | Declaration Date | Dividend per Share | Total Paid (millions) | Payment Date | | :--- | :--- | :--- | :--- | | Jan 30, 2025 | $0.39 | $61.5 | Feb 27, 2025 | | Apr 30, 2025 | $0.40 | $63.8 | May 29, 2025 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports Q2 2025 AUM increased 27% to $457.3 billion, driven by the Guardian partnership, with revenue growing 8% to $633.2 million and net income attributable to JHG up 16% to $149.9 million [Second Quarter 2025 Summary](index=33&type=section&id=Second%20Quarter%202025%20Summary) Q2 2025 saw AUM grow 27% to $457.3 billion, driven by $46.7 billion in net inflows, with diluted EPS at $0.95 and $113.3 million returned to shareholders - AUM increased to **$457.3 billion**, up **27%** from June 30, 2024[115](index=115&type=chunk) - Q2 2025 net inflows were **$46.7 billion**, including **$46.5 billion** from the strategic partnership with Guardian[115](index=115&type=chunk) - **$113.3 million** was returned to shareholders through dividends and share buybacks during the second quarter[115](index=115&type=chunk) Investment Performance (% of AUM outperforming benchmark as of June 30, 2025) | Period | Equities | Fixed Income | Multi-Asset | Alternatives | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | 1-Year | 59% | 96% | 93% | 77% | 72% | | 3-Year | 67% | 88% | 94% | 86% | 76% | | 5-Year | 54% | 87% | 97% | 100% | 67% | | 10-Year | 61% | 93% | 97% | 100% | 72% | [Assets Under Management](index=35&type=section&id=Assets%20Under%20Management) Total AUM reached **$457.3 billion** by Q2 2025, a 21% increase from year-end 2024, driven by **$48.7 billion** in net inflows and positive market performance AUM Roll-Forward for Six Months Ended June 30, 2025 (in billions) | Capability | AUM Dec 31, 2024 | Net Sales | Markets | FX | AUM June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Equities | $229.4 | $(6.8) | $15.6 | $5.4 | $243.6 | | Fixed Income | $82.7 | $55.3 | $1.9 | $2.3 | $142.2 | | Multi-Asset | $53.1 | $(1.7) | $3.7 | $0.5 | $55.6 | | Alternatives | $13.5 | $1.9 | $(0.1) | $0.6 | $15.9 | | **Total** | **$378.7** | **$48.7** | **$21.1** | **$8.8** | **$457.3** | Closing AUM by Client Location (in billions) | Region | June 30, 2025 | June 30, 2024 | % Change | | :--- | :--- | :--- | :--- | | North America | $303.2 | $221.3 | 37% | | EMEA and Latin America | $115.4 | $104.2 | 11% | | Asia Pacific | $38.7 | $35.9 | 8% | | **Total** | **$457.3** | **$361.4** | **27%** | [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Q2 2025 revenue increased 8% to $633.2 million, driven by management and performance fees, while operating expenses rose 11% to $469.4 million Revenue Breakdown (in millions) | Revenue Type | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Management fees | $507.0 | $472.8 | 7% | | Performance fees | $14.8 | $7.4 | 100% | | Shareowner servicing fees | $60.0 | $58.5 | 3% | | Other revenue | $51.4 | $49.7 | 3% | | **Total revenue** | **$633.2** | **$588.4** | **8%** | Operating Expenses Breakdown (in millions) | Expense Type | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Employee compensation & benefits | $179.0 | $166.3 | 8% | | Long-term incentive plans | $39.7 | $36.4 | 9% | | Distribution expenses | $132.9 | $126.6 | 5% | | General, administrative & occupancy | $80.4 | $66.9 | 20% | | Depreciation and amortization | $8.5 | $5.3 | 60% | | **Total operating expenses** | **$469.4** | **$421.1** | **11%** | - The increase in employee compensation was primarily due to higher average headcount following acquisitions completed in 2024[144](index=144&type=chunk) - The increase in depreciation and amortization was primarily driven by intangible assets from the acquisition of VPC in Q4 2024[155](index=155&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$870.4 million** in cash and an undrawn **$200 million** credit facility, while meeting regulatory capital requirements with a **$413.8 million** surplus - The company has a **$200 million** unsecured revolving credit facility maturing in June 2030, with no borrowings outstanding as of June 30, 2025[185](index=185&type=chunk)[186](index=186&type=chunk) - On April 30, 2025, the Board approved a new **$200 million** corporate share buyback program. As of June 30, 2025, **$49.5 million** had been repurchased under this program[178](index=178&type=chunk) - The FCA-supervised regulatory group held capital of **$413.8 million** above its requirement of **$218.2 million** as of June 30, 2025[176](index=176&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk exposure were reported compared to the 2024 Annual Report on Form 10-K - There were no material changes in the company's market risk exposure compared to the 2024 Form 10-K[195](index=195&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls over financial reporting - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[196](index=196&type=chunk) - No material changes were made to internal controls over financial reporting during the second quarter of 2025[197](index=197&type=chunk) Part II. Other Information [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 16 of the financial statements for details on the ongoing class action lawsuit regarding the company's 401(k) plan - For information on legal proceedings, the report refers to Note 16 of the Financial Statements[198](index=198&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the 2024 Annual Report on Form 10-K - No material changes to risk factors were reported since the Annual Report on Form 10-K for the year ended December 31, 2024[199](index=199&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details Q2 2025 share repurchase activities, including a new **$200 million** corporate buyback program and repurchases for employee share plans - A new **$200 million** share repurchase program (2025 Corporate Buyback Program) was approved on April 30, 2025[201](index=201&type=chunk) Common Stock Repurchases (Q2 2025) | Period | Total Shares Purchased | Average Price Paid | Value Remaining (millions) | | :--- | :--- | :--- | :--- | | April 2025 | — | $— | $200 | | May 2025 | 2,744,804 | $37.08 | $173 | | June 2025 | 1,099,700 | $36.51 | $150 | | **Total Q2** | **3,844,504** | **$36.92** | **$150** | [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) The report lists all filed exhibits, including employment agreements, CEO/CFO certifications, and XBRL data files - Key exhibits filed include an employment agreement with CEO Ali Dibadj, CEO/CFO certifications (Sections 302 and 906), and XBRL interactive data files[209](index=209&type=chunk)