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Invesco Ltd

For the period ended Mar 31, 2025. Filed Apr 28, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 28, 2025

IVZ$27.080.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-29.

0000914208-24-000427

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-28.

0000914208-25-000144

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 223 previous paragraphs and 201 current paragraphs.

121 unchanged; 58 reworded; 22 added; 41 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 33 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

We continue to be highly focused on our capital deployment priorities including investing in our growth initiatives, regular share repurchases, and modest dividend increases. To this end, the Board approved an increase in our quarterly dividend from $0.205 to $0.21 per share beginning with the dividend that will be paid to holders of common shares in the second quarter of 2025. Additionally, during the first quarter of 2025, the company repurchased 1.5 million common shares for $25 million in the open market.

Current report

We are delivering on our commitment to improve our leverage profile and maintain a strong balance sheet. On April 21, 2025, we entered into an agreement with MassMutual to repurchase $1 billion of Invesco’s $4 billion of outstanding Series A Preferred Stock for cash, which is expected to be funded through $1 billion of floating rate 3-year and 5-year bank term loans. A premium of 15% will be paid to MassMutual on the repurchase of the preferred stock. The repurchase is expected to occur in May 2025. The repurchase of the preferred stock, which was otherwise noncallable until May 2040, will enable us to further enhance our leverage profile and increase balance sheet flexibility.

Current report

One of our strategic priorities is expanding our private markets business. With that goal in mind, we recently announced a new strategic product and distribution partnership agreement for U.S. Wealth channels with Barings (MassMutual's global asset management subsidiary), bringing together our unique private market capabilities. MassMutual intends to support this initiative with a $650 million initial investment.

Current report

Global markets have experienced significant volatility, largely driven by escalating trade tensions throughout April 2025. Overall, the global economic outlook remains uncertain and geopolitical risks are continuing to shape market dynamics. With the breadth and scale of our products delivered through a diverse and global footprint, we believe we are well-positioned to navigate these changing market conditions.

Current report

(8) Beginning in the first quarter of 2025, products managed by Invesco Great Wall and Invesco Asset Management (India) Private Limited are included in the newly defined China JV & India investment capability. Other products previously categorized under the APAC Managed investment capability are included in the other investment capabilities based on their investment strategies. Beginning assets as of January 1, 2025 and the comparative period reflect the current period presentation.

Current report

Average AUM were $1,880.8 billion for the three months ended March 31, 2025 as compared to $1,613.0 billion for the three months ended March 31, 2024. As secular shifts in client demand continue, our broad set of investment capabilities have allowed us to capture evolving client product preferences, including products that have lower net revenue yields. Due to this change in the mix of AUM, net revenue yield excluding performance fees and Invesco QQQ Trust declined to 28.3 basis points (bps) for the three months ended March 31, 2025 from 30.7 bps for the three months ended March 31, 2024.

Current report

For the three months ended March 31, 2025, Performance fees were $3.5 million as compared to $0.8 million for three months ended March 31, 2024.

Current report

Management and Performance fees earned from CIP were $10.3 million for the three months ended March 31, 2025 (three months ended March 31, 2024: $7.2 million).

Current report

During the three months ended March 31, 2025, Operating expenses decreased $10.3 million compared to the three months ended March 31, 2024. The impact of foreign exchange rate movements decreased operating expenses by $8.9 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current report

Employee compensation was $464.6 million for the three months ended March 31, 2025 as compared to $472.7 million for the three months ended March 31, 2024. This decrease was primarily due to a decrease in expense related to common share-based awards and other long-term awards (collectively, Long-term awards).

Current report

Marketing expenses were $17.0 million for the three months ended March 31, 2025 as compared to $18.1 million for the three months ended March 31, 2024.

Current report

Property, office and technology expenses were $113.9 million for the three months ended March 31, 2025 as compared to $117.6 million for the three months ended March 31, 2024.

Current report

Equity in earnings of unconsolidated affiliates increased to $19.6 million for the three months ended March 31, 2025 as compared to $6.9 million for the three months ended March 31, 2024. The increase was primarily due to higher earnings from our private markets investments.

Current report

Interest and dividend income was $11.3 million for the three months ended March 31, 2025 as compared to $12.4 million for the three months ended March 31, 2024.

Current report

Interest expense was $13.1 million for the three months ended March 31, 2025 as compared to $15.9 million for the three months ended March 31, 2024.

Current report

(1) As of March 31, 2025, the balance on the$2.0 billion capacity Revolving credit agreement was $74.0 million.

Current report

(1) Includes amortization of cloud technology implementation costs.
Removed paragraphs (41)

Previous report

We had $16.5 billion of net long-term inflows for the quarter, primarily driven by Exchange-traded funds (ETFs) and Index, Fundamental Fixed Income, and Multi-Asset/Other, driving total AUM to a record $1.8 trillion, an increase of 4.7% from the prior quarter.

Previous report

We remain highly focused on our capital priorities, investing in our key capabilities, efficiently allocating resources, and simplifying and streamlining the organization to better position the company for greater scale, performance and improved profitability. We are delivering on our commitment to improve our leverage profile and maintain a strong balance sheet. We ended the quarter with cash and cash equivalents of over $1 billion and a zero balance on our credit agreement. We believe the progress we have made to build financial flexibility has Invesco well-positioned to navigate various market conditions and deliver long-term growth. We remain committed to returning capital to shareholders longer term through a combination of modestly increasing dividends and share repurchases. During the third quarter of 2024, the company repurchased 1.5 million common shares for $25.0 million in the open market, and we plan to continue common share repurchases in the fourth quarter.

Previous report

(8) APAC Managed includes all products managed in the APAC region, including Invesco Great Wall, APAC managed short term, Money Market, passive, and ETFs.

Previous report

Passive AUM generally earn a lower effective fee rate than Active AUM, and therefore, changes in the mix of AUM between Active and Passive have an impact on revenues and net revenue yield. Average AUM were $1,742.0 billion for the three months ended September 30, 2024 as compared to $1,528.7 billion for the three months ended September 30, 2023. The impact of the increase in AUM on our revenues was partially offset by the shift in AUM toward lower yield passive products, such as ETFs. As a result, net revenue yield excluding performance fees and QQQ declined to 30.3 basis points (bps) for the three months ended September 30, 2024 from 32.9 bps for the three months ended September 30, 2023.

Previous report

Average AUM were $1,674.8 billion for the nine months ended September 30, 2024 as compared to $1,495.5 billion for the nine months ended September 30, 2023. The impact of the increase in AUM on our revenues was partially offset by the shift in AUM toward lower yield passive products, such as ETFs. As a result, net revenue yield excluding performance fees and QQQ declined to 30.4 bps for the nine months ended September 30, 2024 from 32.7 bps for the nine months ended September 30, 2023.

Previous report

Investment management fees were $3,215.0 million for nine months ended September 30, 2024 as compared to $3,102.7 million for nine months ended September 30, 2023, as a result of higher average AUM partially offset by the shift in AUM toward lower yield products. See discussion above on how AUM changes impact our Investment management fees.

Previous report

Performance fees were $2.8 million and $12.3 million for the three and nine months ended September 30, 2024, respectively, and were primarily generated from private markets products.

Previous report

Performance fees were $2.0 million and $27.2 million for the three and nine months ended September 30, 2023, respectively, and were primarily generated from private markets products.

Previous report

In the nine months ended September 30, 2024, Other revenues were $147.8 million as compared to $143.1 million for the nine months ended September 30, 2023. The increase in Other revenues was primarily driven by higher transaction fees.

Previous report

Net revenues from IGW were $237.7 million and average AUM was $87.0 billion for the nine months ended September 30, 2024 (Net revenues were $288.8 million and average AUM was $88.9 billion for the nine months ended September 30, 2023). The decrease in IGW revenues was primarily driven by the regulatory mandated fee reductions in China and the shift in AUM toward lower yield products.

Previous report

Management and Performance fees earned from CIP were $11.6 million for the three months ended September 30, 2024 (three months ended September 30, 2023: $13.7 million).

Previous report

Management and Performance fees earned from CIP were $30.6 million for the nine months ended September 30, 2024 (nine months ended September 30, 2023: $38.8 million).

Previous report

(1) Comparative period presented reflects reclassification of certain operating expenses to align with current period presentation. The reclassification had no impact on our reported Operating revenues, Operating income, Net income, or any internal performance measure on which management is compensated. See Note 1, "Accounting Policies," for additional information.

Previous report

During the three months ended September 30, 2024, Operating expenses increased $200.6 million compared to the three months ended September 30, 2023 and included a one-time acceleration of $147.6 million in Employee compensation expense resulting from changes to the retirement criteria for vesting of currently outstanding long-term awards.

Previous report

During the nine months ended September 30, 2024, Operating expenses increased $291.6 million compared to the nine months ended September 30, 2023.

Previous report

Third-party distribution, service and advisory expenses were $1,499.0 million for the nine months ended September 30, 2024 as compared to $1,365.8 million for the nine months ended September 30, 2023. The increase was due to an increase in pass-through Service and distribution costs resulting from higher fund costs and higher AUM.

Previous report

Employee compensation was $625.4 million for the three months ended September 30, 2024 as compared to $478.5 million for the three months ended September 30, 2023. The increase was primarily due to the previously noted acceleration of expense for currently outstanding long-term awards of $147.6 million and an increase of $43.3 million in expense related to the mark-to-market on deferred compensation liabilities. The increase was partially offset by lower costs related to organizational changes of $36.1 million and lower staff and variable compensation costs of $6.8 million.

Previous report

Employee compensation was $1,550.4 million for the nine months ended September 30, 2024 as compared to $1,417.0 million for the nine months ended September 30, 2023. The increase was primarily due to the previously noted acceleration of expense for currently outstanding long-term awards of $147.6 million and an increase of $50.0 million in expense related to the mark-to-market on deferred compensation liabilities. The increase was partially offset by lower costs related to executive retirements and organizational changes of $61.8 million during the nine months ended September 30, 2024.

Previous report

Marketing expenses were $18.9 million for the three months ended September 30, 2024 as compared to $19.2 million for the three months ended September 30, 2023.

Previous report

Marketing expenses were $57.6 million for the nine months ended September 30, 2024 as compared to $61.9 million for the nine months ended September 30, 2023.

Previous report

Property, office and technology costs were $119.0 million for the three months ended September 30, 2024 as compared to $111.1 million for the three months ended September 30, 2023. The increase was primarily due to higher software costs.

Previous report

Property, office and technology costs were $353.0 million for the nine months ended September 30, 2024 as compared to $334.3 million for the nine months ended September 30, 2023. The increase was primarily due to higher software costs.

Previous report

General and administrative expenses were $459.7 million for the nine months ended September 30, 2024 as compared to $402.9 million for the nine months ended September 30, 2023. The increase was primarily due to a $50.0 million liability recorded in the second quarter of 2024 related to regulatory matters and $14.8 million of indirect tax refunds received during the nine months ended September 30, 2023. The increase was partially offset by a lower professional fees of $11.5 million.

Previous report

Transaction, integration and restructuring charges incurred during the nine months ended September 30, 2023 were primarily comprised of compensation-related restructuring costs relating to our strategic evaluation which we completed in the first quarter of 2023. With the completion of strategic initiatives, any costs related to on-going projects are classified in the income statement based on the nature of the expense.

Previous report

Equity in earnings of unconsolidated affiliates decreased to $2.1 million for the three months ended September 30, 2024 as compared to $16.9 million for the three months ended September 30, 2023. The decrease was primarily driven by losses on our private markets investments and lower earnings from our joint venture investment in IGW as discussed above.

Previous report

Equity in earnings of unconsolidated affiliates decreased to $22.9 million for the nine months ended September 30, 2024 as compared to $62.2 million for the nine months ended September 30, 2023. The decrease was primarily driven by lower earnings from our joint venture investment in IGW as discussed above and losses on our private markets investments.

Previous report

Interest and dividend income was $10.9 million for the three months ended September 30, 2024 as compared to $10.8 million for the three months ended September 30, 2023.

Previous report

Interest and dividend income was $34.3 million for the nine months ended September 30, 2024 as compared to $26.5 million for the nine months ended September 30, 2023. The increase was primarily due to higher interest income earned from Cash and cash equivalents and higher dividend income earned on our private markets investments.

Previous report

Interest expense was $13.4 million for the three months ended September 30, 2024 as compared to $17.3 million for the three months ended September 30, 2023 as a result of the decrease in outstanding debt.

Previous report

Interest expense was $45.6 million for the nine months ended September 30, 2024 as compared to $53.7 million for the nine months ended September 30, 2023 as a result of the decrease in outstanding debt.

Previous report

For the nine months ended September 30, 2024, Other income/(expense) of CIP, net was net income of $88.1 million (nine months ended September 30, 2023: net expense of $5.4 million). Interest and dividend income of CIP decreased $89.3 million to $395.2 million (nine months ended September 30, 2023: $484.5 million). Interest expense of CIP decreased $37.2 million to $284.9 million (nine months ended September 30, 2023: $322.1 million). Unrealized gains/(losses) of CIP were net losses of $22.2 million (nine months ended September 30, 2023: net losses of $167.8 million).

Previous report

Our effective tax rate increased to 28.6% for the three months ended September 30, 2024 (three months ended September 30, 2023: 26.7%). The increase in the effective tax rate in the third quarter of 2024 was primarily due to an increase in non-deductible executive compensation related to the one-time acceleration of compensation expense for long-term awards.

Previous report

(4) Transaction, integration and restructuring: The company believes it is useful to adjust for the Transaction, integration and restructuring charges in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and restructuring related charges. Transaction, integration and restructuring charges were restructuring costs relating to our strategic evaluation which we completed in the first quarter of 2023.

Previous report

(7) One-time acceleration of compensation expense for currently outstanding long-term awards: In the third quarter of 2024, the company recorded a one-time acceleration of Compensation expense of $147.6 million resulting from changes to the retirement criteria for vesting of currently outstanding long-term awards. Due to the non-recurring nature of this item, the company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period.

Previous report

(8) General and administrative: In the second quarter of 2024, the company recorded a $50.0 million liability related to regulatory matters. Due to the non-recurring nature of these items, the company removed the expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period. The adjustment in 2023 removed insurance recoveries related to fund-related losses incurred in prior periods.

Showing the first 40 of 41 passages. Open the source sections for the rest.

Reworded paragraphs (58)

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto, which appear elsewhere in this Report. Except for the historical financial information, this Report may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow, capital expenditures, and AUM which could differ materially from actual results due to known and unknown risks and other important factors, including, but not limited to, industry or market conditions, geopolitical events and pandemics or health crises and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products, the prospects for certain legal contingencies, and other aspects of our business or general economic conditions. In addition, when used in this Report or such other documents or statements, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial statements.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto, which appear elsewhere in this Report. Except for the historical financial information, this Report may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow, capital expenditures, and AUM that could differ materially from actual results due to known and unknown risks and other important factors, including, but not limited to, industry or market conditions, geopolitical events including wars, global trade tensions, tariffs, natural disasters, and pandemics or health crises and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products, the prospects for certain legal contingencies, and other aspects of our business or general economic conditions. In addition, when used in this Report or such other documents or statements, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial statements.

Previous wording

The following executive overview summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview and the remainder of this management’s discussion and analysis and supplements should be read in conjunction with the Condensed Consolidated Financial Statements of Invesco Ltd. and the notes thereto contained elsewhere in this Report.

Current wording

The following executive overview summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview and the remainder of this management’s discussion and analysis and supplements should be read in conjunction with the Condensed Consolidated Financial Statements of Invesco Ltd. and the notes thereto contained elsewhere in this Report. The company’s financial results are impacted by the fluctuations in exchange rates against the U.S. Dollar, as discussed in the “Results of Operations” section as applicable.

Previous wording

The table below summarizes returns based on price appreciation/(depreciation) of several major market indices for the three and nine months ended September 30, 2024 and 2023:

Current wording

The table below summarizes returns based on price appreciation/(depreciation) of several major market indices for the three months ended March 31, 2025 and 2024:

Previous wording

The company provides investment management services to, and has transactions with, investment products sponsored by the company in the normal course of business. The company serves as the investment manager, making day-to-day investment decisions concerning the assets of the products. Investment products that are consolidated are referred to in this Report as CIP. The company’s economic risk with respect to each investment in CIP is limited to its equity ownership, unfunded equity commitments and any uncollected management and performance fees. See also Note 11, "Consolidated Investment Products," for additional information regarding the impact of the consolidation of managed funds.

Current wording

The company provides investment management services to, and has transactions with, investment products sponsored by the company in the normal course of business. The company's investment adviser subsidiaries serve as investment managers to these products, making day-to-day investment decisions concerning the assets of the products. Investment products that are consolidated are referred to in this Report as CIP. The company’s economic risk with respect to each investment in CIP is limited to its equity ownership, unfunded equity commitments and any uncollected management and performance fees. See also Note 11, "Consolidated Investment Products," for additional information regarding the impact of the consolidation of managed funds.

Previous wording

•Results of Operations (three and nine months ended September 30, 2024 compared tothree and nine months ended September 30, 2023);

Current wording

•Results of Operations (three months ended March 31, 2025 compared tothree months ended March 31, 2024);

Previous wording

Wherever a non-GAAP measure is referenced, a disclosure will follow in the narrative or in the note referring the reader to the Schedule of Non-GAAP Information, where additional details regarding the use of the non-GAAP measure by the company are disclosed, along with reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures. To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses (non-operating income/expense) sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Current wording

Wherever a non-GAAP measure is referenced, a disclosure will follow in the narrative or in the note referring the reader to the Schedule of Non-GAAP Information, where additional details regarding the use of the non-GAAP measure by the company are disclosed, along with reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures. To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expense sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Previous wording

Summary operating information is presented in the table below:

Current wording

Summary operating information for three months ended March 31, 2025 and 2024 is presented in the table below:

Previous wording

AUM measured in the one, three and five year quartile rankings represents 39%, 38% and 38% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one, three and five year basis represents 50%, 49%, and 46% of total Invesco AUM as of 9/30/2024. Peer group ranking are sourced from a widely-used third party ranking agency in each fund’s market (Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end for most institutional products and prior month-end for Australian retail funds due to their late release by third parties. Rankings are calculated against all funds in each peer group. Rankings for the primary share class of the most representative fund in each composite are applied to all products within each composite. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor’s experience.

Current wording

AUM measured in the one, three and five year quartile rankings represents 38%, 38% and 38% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one, three and five year basis represents 49%, 48%, and 46% of total Invesco AUM as of 3/31/2025. Peer group rankings are sourced from a widely-used third-party ranking agency in each fund’s market (Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end for most institutional products and prior month-end for Australian retail funds due to their late release by third parties. Rankings are calculated against all funds in each peer group. Rankings for the primary share class of the most representative fund in each composite are applied to all products within each composite. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor’s experience.

Previous wording

The following presentation and discussion of AUM includes Passive and Active AUM. Passive AUM includes index-based ETFs, UITs, non-management fee earning AUM and other passive mandates. Active AUM is total AUM less Passive AUM.

Current wording

The following presentation and discussion of AUM includes Passive and Active AUM. Passive AUM includes index-based exchange-traded funds (ETFs), UITs, non-management fee earning AUM and other passive mandates. Active AUM is total AUM less Passive AUM.

Previous wording

Non-management fee earning AUM includes non-management fee earning ETFs, UITs and product leverage. The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, can have a significant impact on overall net revenue yield.

Current wording

Non-management fee earning AUM includes non-management fee earning ETFs, UITs and product leverage. The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, these net flows can have a significant impact on overall net revenue yield.

Previous wording

(1)U.S. GAAP Gross revenue yield on AUM is equal to U.S. GAAP annualized total Operating revenues divided by average AUM, excluding Invesco Great Wall Fund Management Company Limited (Invesco Great Wall or IGW) AUM. The average AUM for IGW in the three and nine months ended September 30, 2024 was $90.0 billion and $87.0 billion (three and nine months ended September 30, 2023: $86.1 billion and $88.9 billion). It is appropriate to exclude the average AUM of IGW as the revenues resulting from these AUM are not presented in our operating revenues. The U.S. GAAP Gross revenue yield is not a good measure because the numerator excludes the management fees earned from CIP; however, the denominator of the measure includes the AUM of these investment products. Net revenue yield metrics include the Net revenues and Average AUM of IGW and CIP. See “Schedule of Non-GAAP Information” for a reconciliation of Operating revenues to Net revenues.

Current wording

(1)U.S. GAAP Gross revenue yield on AUM is equal to U.S. GAAP annualized total operating revenues divided by average AUM, excluding Invesco Great Wall Fund Management Company Limited (Invesco Great Wall or IGW) AUM. The average AUM for IGW in the three months ended March 31, 2025 was $96.5 billion (three months ended March 31, 2024: $83.7 billion). It is appropriate to exclude the average AUM of IGW as the revenues resulting from these AUM are not presented in our Operating revenues. The U.S. GAAP Gross revenue yield is not a good measure because the numerator excludes the management fees earned from CIP; however, the denominator of the measure includes the AUM of these investment products. Net revenue yield metrics include the Net revenues and Average AUM of IGW and CIP. See “Schedule of Non-GAAP Information” for a reconciliation of Operating revenues to Net revenues.

Previous wording

(2) Performance fees are earned when certain performance metrics are achieved and QQQ ETFs do not earn net revenues. Therefore, net revenue yield is calculated excluding performance fees and QQQ AUM. Passive net revenue yield is calculated excluding QQQ AUM.

Current wording

(2) Performance fees are earned when certain performance metrics are achieved; Invesco QQQ Trust does not earn net revenues. Therefore, net revenue yield is calculated excluding performance fees and Invesco QQQ Trust AUM. Passive net revenue yield is calculated excluding Invesco QQQ Trust AUM.

Previous wording

Market gains and losses include the net change in AUM resulting from changes in market values of the underlying securities from period to period. The table in the “Executive Overview” section of this Management’s Discussion and Analysis summarizes returns based on price appreciation/(depreciation) of several major market indices for the three and nine months ended September 30, 2024 and 2023.

Current wording

Market gains and losses include the net change in AUM resulting from changes in market values of the underlying securities from period to period. The table in the “Executive Overview” section of this Management’s Discussion and Analysis summarizes returns based on price appreciation/(depreciation) of several major market indices for the three months ended March 31, 2025 and 2024.

Previous wording

During the three and nine months ended September 30, 2024, we experienced an increase in AUM of $16.3 billion and $4.2 billion, respectively, due to changes in foreign exchange rates. In the three and nine months ended September 30, 2023, AUM decreased by $6.5 billion and $11.4 billion, respectively, due to foreign exchange rate changes.

Current wording

During the three months ended March 31, 2025, we experienced an increase in AUM of $7.4 billion, due to changes in foreign exchange rates (three months ended March 31, 2024, AUM decreased by $8.2 billion).

Previous wording

(1) Channel refers to the internal distribution channel from which the AUM originated. Retail AUM represents AUM distributed by the company’s retail sales team. Institutional AUM represents AUM distributed by our institutional sales team. This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates.

Current wording

(1) Channel refers to the internal distribution channel from which the AUM originated. Retail AUM represents AUM distributed by the company’s retail sales teams. Institutional AUM represents AUM distributed by our institutional sales teams. This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates.

Previous wording

(3) Investment capabilities are descriptive groupings of AUM by investment strategy. The company believes that presenting AUM by investment capability provides a more granular depiction of asset categorization and removed presentation of AUM by asset class in the quarter ending March 31, 2024. The comparative period reflects the current period presentation.

Current wording

(3) Investment capabilities are descriptive groupings of AUM by investment strategy.

Previous wording

(4) ETFs and Index includes ETFs and Indexed Strategies; excludes Invesco QQQ Trust.

Current wording

(4) ETFs and Index includes ETFs and Indexed Strategies and excludes Invesco QQQ Trust.

Previous wording

(10) Global Liquidity is comprised mainly of Money Market funds excluding APAC Money Market funds.

Current wording

(10) Global Liquidity is comprised mainly of Money Market funds.

Previous wording

Results of Operations for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023

Current wording

Results of Operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024

Previous wording

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. See the company’s disclosures regarding the changes in AUM during the three and nine months ended September 30, 2024 and September 30, 2023 in the “Assets Under Management” section above for additional information.

Current wording

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between and within asset classes and geographies may materially affect our revenues from period to period. See the company’s disclosures regarding the changes in AUM during the three months ended March 31, 2025 and March 31, 2024 in the “Assets Under Management” section above for additional information.

Previous wording

Investment management fees were $1,100.5 million for the three months ended September 30, 2024 as compared to $1,041.3 million for the three months ended September 30, 2023, as a result of higher average AUM partially offset by the shift in AUM toward lower yield products. See discussion above on how AUM changes impact our Investment management fees.

Current wording

Investment management fees were $1,100.3 million for the three months ended March 31, 2025 as compared to $1,048.7 million for the three months ended March 31, 2024. The impact of foreign exchange rate movements decreased investment management fees by $8.3 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. After allowing for foreign exchange movements, investment management fees increased by $59.9 million as a result of higher average AUM partially offset by the impacts of secular shifts in client demand which have altered our asset mix. See discussion above on how AUM changes impact our Investment management fees.

Previous wording

In the nine months ended September 30, 2024, Service and distribution fees were $1,098.9 million as compared to $1,030.0 million for the nine months ended September 30, 2023. The increase was primarily driven by higher distribution fees of $58.2 million resulting from higher AUM to which the fees apply and administrative fees of $9.2 million primarily resulting from higher fund-related service fees.

Current wording

For the three months ended March 31, 2025, Service and distribution fees were $370.9 million as compared to $377.0 million for the three months ended March 31, 2024. The decrease was primarily driven by lower administrative fees of $23.5 million resulting from lower fund-related service fees partially offset by higher distribution fees of $14.8 million resulting from higher average AUM to which the fees apply.

Previous wording

In the three months ended September 30, 2024, Other revenues were $51.8 million as compared to $45.2 million for the three months ended September 30, 2023. The increase in Other revenues was primarily driven by higher transaction fees.

Current wording

For the three months ended March 31, 2025, Other revenues were $54.5 million as compared to $48.8 million for the three months ended March 31, 2024. The increase in Other revenues was primarily driven by higher transaction fees.

Previous wording

Net revenues from IGW were $76.9 million and average AUM was $90.0 billion for the three months ended September 30, 2024 (Net revenues were $90.7 million and average AUM was $86.1 billion for the three months ended September 30, 2023). The decrease in IGW revenues was primarily driven by the shift in AUM toward lower yield products.

Current wording

Net revenues from IGW were $78.2 million and average AUM was $96.5 billion for the three months ended March 31, 2025 (Net revenues were $74.7 million and average AUM was $83.7 billion for the three months ended March 31, 2024). The increase in IGW revenues was primarily driven by higher average AUM partially offset by the impacts of secular shifts in client demand which have altered our asset mix.

Previous wording

Third-party distribution, service and advisory expenses were $499.6 million for the three months ended September 30, 2024 as compared to $448.2 million for the three months ended September 30, 2023. The increase was due to an increase in pass-through Service and distribution costs resulting from higher AUM.

Current wording

Third-party distribution, service and advisory expenses were $509.0 million for the three months ended March 31, 2025 as compared to $504.0 million for the three months ended March 31, 2024. The increase was due to higher average AUM partially offset by a decrease in pass-through Service and distribution fees resulting from lower fund costs.

Previous wording

Headcount at September 30, 2024 was 8,524 (September 30, 2023: 8,603).

Current wording

Headcount at March 31, 2025 was 8,495 (March 31, 2024: 8,527).

Previous wording

General and administrative expenses were $140.8 million for the three months ended September 30, 2024 as compared to $146.0 million for the three months ended September 30, 2023.

Current wording

General and administrative expenses were $137.3 million for the three months ended March 31, 2025 as compared to $138.5 million for the three months ended March 31, 2024.

Previous wording

Other gains/(losses), net was a net gain of $28.3 million for the three months ended September 30, 2024 as compared to a net loss of $23.3 million for the three months ended September 30, 2023. The net gains for the three months ended September 30, 2024 included net market gains on deferred compensation related investments, other hedging instruments, and seed capital investments.

Current wording

Other gain and losses, net was a loss of $24.3 million for the three months ended March 31, 2025 as compared to a net gain of $35.9 million for the three months ended March 31, 2024. The net loss for the three months ended March 31, 2025 included net market losses on deferred compensation related investments, other hedging instruments, and seed capital investments.

Previous wording

For the three months ended September 30, 2024, Other income/(expense) of CIP, net was net income of $16.7 million (three months ended September 30, 2023: net income of $15.2 million). Interest and dividend income of CIP decreased $36.3 million to $144.9 million (three months ended September 30, 2023: $181.2 million). Interest expense of CIP decreased $0.1 million to $118.0 million (three months ended September 30, 2023: $118.1 million). Unrealized gains/(losses) of CIP were net losses of $10.2 million (three months ended September 30, 2023: net losses of $47.9 million).

Current wording

For the three months ended March 31, 2025, Other income/(expense) of CIP, net was net income of $74.1 million (three months ended March 31, 2024: net income of $30.5 million). Interest and dividend income of CIP increased $49.3 million to $129.4 million (three months ended March 31, 2024: $80.1 million). Interest expense of CIP increased $52.5 million to $99.7 million (three months ended March 31, 2024: $47.2 million). Unrealized gains/(losses) of CIP were a net gain of $44.4 million (three months ended March 31, 2024: net losses of $2.4 million).

Previous wording

The adjustment to Net income for the Net income/(loss) attributable to noncontrolling interests in consolidated entities removes the income/(expense) of CIP which is attributable to third-party investors. Therefore, the consolidation of investment products did not have an impact on Net income attributable to Invesco for the nine months ended September 30, 2024 and September 30, 2023. Also, the net income or loss of CIP is taxed at the investor level, not at the product level; therefore, a tax provision is not reflected in the net impact of CIP.

Current wording

The adjustment to Net income for the Net income/(loss) attributable to noncontrolling interests in consolidated entities removes the income/(expense) of CIP which is attributable to third-party investors. Therefore, the consolidation of investment products did not have an impact on Net income attributable to Invesco for the three months ended March 31, 2025 and 2024. Also, the net income or loss of CIP is taxed at the investor level, not at the product level; therefore, a tax provision is not reflected in the net impact of CIP.

Previous wording

Our effective tax rate decreased to 25.3% for the nine months ended September 30, 2024 (nine months ended September 30, 2023: 28.3%). The decrease in the effective tax rate in the third quarter of 2024 was primarily due to the favorable impact of the increase in net income attributable to non-controlling interests in consolidated entities.

Current wording

Our effective tax rate decreased to 22.5% for the three months ended March 31, 2025 (three months ended March 31, 2024: 24.3%). The decrease in the effective tax rate in the first quarter of 2025 was primarily due to the favorable impact of the increase in net income attributable to non-controlling interests in consolidated entities and the favorable resolution of certain tax matters which was partially offset by the unfavorable impact of the change in the mix of income across tax jurisdictions.

Previous wording

(6) Market valuation changes related to deferred compensation plan liabilities: Certain deferred compensation plan awards involve a return to the employee linked to the appreciation (depreciation) of specified investments. The company economically hedges the exposure to market movements on these deferred compensation liabilities. Since these plans are economically hedged, the company believes it is useful to remove the market movements related to the deferred compensation plan liabilities from the calculation of Adjusted operating income (and by calculation, Adjusted operating margin) and to remove the net impact of the economic hedge from the calculation of Adjusted net income (and by calculation, Adjusted diluted EPS) to produce results that will be more comparable period to period.

Current wording

(5) Market valuation changes related to deferred compensation plan liabilities: Certain deferred compensation plan awards provide a return to the employee linked to the appreciation (depreciation) of specified investments. The company economically hedges the exposure to market movements on these deferred compensation liabilities. Since these liabilities are economically hedged, the company believes it is useful to remove the market movements related to the deferred compensation plan liabilities from the calculation of Adjusted operating income (and by calculation, Adjusted operating margin) and to remove the net impact of the economic hedge from the calculation of Adjusted net income (and by calculation, Adjusted diluted EPS) to produce results that will be more comparable period to period.

Previous wording

The following table represents a reconciliation of the balance sheet information presented on a U.S. GAAP basis to the balance sheet information excluding the impact of CIP and policyholder balances for the reasons outlined in footnote 1 to the table:

Current wording

The following table represents a reconciliation of the balance sheet information presented on a U.S. GAAP basis to the balance sheet information excluding the impact of CIP for the reasons outlined in footnote 1 to the table:

Previous wording

(1) This table includes non-GAAP presentations. Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco’s shareholders’ equity.

Current wording

(1) This table includes non-GAAP presentations. Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt.

Previous wording

Cash and cash equivalents decreased by $424.3 million from $1,469.2 million at December 31, 2023 to $1,044.9 million at September 30, 2024. See “Cash Flows Discussion” below within this Management’s Discussion and Analysis for additional discussion regarding the movements in cash flows during the period.

Current wording

Cash and cash equivalents decreased by $164.8 million from $986.5 million at December 31, 2024 to $821.7 million at March 31, 2025. See “Cash Flows Discussion” below within this Management’s Discussion and Analysis for additional discussion regarding the movements in cash flows during the period.

Previous wording

As of September 30, 2024, and December 31, 2023 the company had $1,011.2 million and $956.0 million in seed capital and co-investments, respectively, including direct investments in CIP. Total seed capital and co-investments is presented as a helpful measure for investors and represents our total net investment interest including our investment in CIP. The following table reconciles the investments balance to the total seed capital and co-investment balance.

Current wording

As of March 31, 2025, and December 31, 2024 the company had $1,063.8 million and $1,125.6 million in seed capital and co-investments, respectively, including direct investments in CIP. Total seed capital and co-investments is presented as a helpful measure for investors and represents our total net investment interest including our investment in CIP. The following table reconciles the investments balance to the total seed capital and co-investment balance.

Previous wording

(1) Included in the total seed capital and co-investments balance as of September 30, 2024 is $299.7 million of seed capital and $711.5 million of co-investments (December 31, 2023: $314.1 million of seed capital and $641.9 million of co-investments).

Current wording

(1) Included in the total seed capital and co-investments balance as of March 31, 2025 is $377.9 million of seed capital and $685.9 million of co-investments (December 31, 2024: $414.0 million of seed capital and $711.6 million of co-investments).

Previous wording

Goodwill and intangible assets, net increased from $14,539.6 million at December 31, 2023, to $14,547.1 million at September 30, 2024. The increase includes foreign exchange impacts of $41.4 million offset by amortization of $33.9 million. If our revenue and operating income are adversely impacted by our AUM mix or unfavorable market conditions, including a significant decline in our stock price for an extended period of time, an impairment of goodwill and intangible assets may occur in future periods.

Current wording

Goodwill and intangible assets, net increased from $14,067.4 million at December 31, 2024, to $14,119.6 million at March 31, 2025. The increase includes foreign exchange impacts of $62.3 million offset by amortization of $10.1 million. If our revenue and operating income are adversely impacted by unfavorable market conditions or if there is a significant decline in our stock price for an extended period of time, an impairment of goodwill and intangible assets may occur in future periods.

Previous wording

Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our credit agreement and further capital market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating expenses, debt and other obligations as they come due and anticipated future capital requirements.

Current wording

Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our Revolving credit agreement and further capital market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating expenses, debt and other obligations as they come due and anticipated future capital requirements.

Previous wording

Our capital management priorities have evolved with the growth and success of our business and include, in no particular order of priority: reinvestment in the business, maintaining a strong balance sheet and returning capital to shareholders longer term through a combination of modestly increasing dividends and share repurchases. During the three months ended September 30, 2024, the company repurchased 1.5 million common shares for $25.0 million in the open market.

Current wording

Our capital management priorities have evolved with the growth and success of our business and include, in no particular order of priority: reinvestment in the business, maintaining a strong balance sheet and returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends. During the three months ended March 31, 2025, the company repurchased 1.5 million common shares for $25 million in the open market.

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Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

In the three months ended September 30, 2024, Service and distribution fees were $360.3 million as compared to $353.5 million for the three months ended September 30, 2023. The increase was primarily driven by higher distribution fees resulting from higher AUM to which the fees apply.

Previous report — wording carried elsewhere

Other gains/(losses), net was a net gain of $67.8 million for the nine months ended September 30, 2024 as compared to a net gain of $25.0 million for the nine months ended September 30, 2023. The net gains for the nine months ended September 30, 2024 included net market gains on deferred compensation related investments, other hedging instruments, and seed capital investments.

Previous report — wording carried elsewhere

September 30, 2024, we were in compliance with our financial covenants. At September 30, 2024, our leverage ratio was 0.26:1.00 (December 31, 2023: 0.69:1.00), and our interest coverage ratio was 23.96:1.00 (December 31, 2023: 20.40:1.00).