UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended ~~September 30, 2021~~March 31, 2022


☐						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 001-13908

Invesco Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda

98-0557567

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1555 Peachtree Street, N.E.,

Suite 1800,

Atlanta,

30309

(Address of Principal Executive Offices)

(Zip Code)

(404) 892-0896

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.20 par value	IVZ	New York Stock Exchange

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~September 30, 2021,~~March 31, 2022, the most recent practicable date, the number of Common Shares outstanding was ~~461,206,517~~455,025,440.

Table of Contents

TABLE OF CONTENTS

We include cross references to captions elsewhere in this Quarterly Report on Form 10-Q, which we refer to as this “Report,” where you can find related additional information. The following table of contents tells you where to find these captions.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Invesco Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)


		As of			As of
$ in millions, except per share data	$ in millions, except per share data	September 30, 2021	December 31, 2020	$ in millions, except per share data	March 31, 2022	December 31, 2021
ASSETS	ASSETS			ASSETS
Cash and cash equivalents	Cash and cash equivalents	1,773.2	1,408.4	Cash and cash equivalents	1,309.6	1,896.4
Unsettled fund receivables		237.6	109.4

Accounts receivable	Accounts receivable	720.1	741.1	Accounts receivable	756.3	785.0
Investments	Investments	906.4	826.8	Investments	966.8	926.3
Assets of consolidated investment products (CIP):	Assets of consolidated investment products (CIP):			Assets of consolidated investment products (CIP):
Cash and cash equivalents of CIP	Cash and cash equivalents of CIP	536.3	301.7	Cash and cash equivalents of CIP	304.5	250.7
Accounts receivable and other assets of CIP	Accounts receivable and other assets of CIP	273.7	175.5	Accounts receivable and other assets of CIP	403.6	532.6
Investments of CIP	Investments of CIP	8,924.2	7,910.0	Investments of CIP	9,044.6	9,042.5
Assets held for policyholders	Assets held for policyholders	2,232.2	7,582.1	Assets held for policyholders	1,662.1	1,893.6
Prepaid assets		144.8	149.2

Other assets	Other assets	428.1	514.2	Other assets	853.1	729.9
Property, equipment and software, net	Property, equipment and software, net	512.5	563.8	Property, equipment and software, net	499.6	518.1
Intangible assets, net	Intangible assets, net	7,246.6	7,305.6	Intangible assets, net	7,206.2	7,228.0
Goodwill	Goodwill	8,878.2	8,916.3	Goodwill	8,847.4	8,882.5
Total assets	Total assets	32,813.9	36,504.1	Total assets	31,853.8	32,685.6
LIABILITIES	LIABILITIES			LIABILITIES
Accrued compensation and benefits	Accrued compensation and benefits	903.2	973.7	Accrued compensation and benefits	495.4	1,062.3
Accounts payable and accrued expenses	Accounts payable and accrued expenses	1,401.7	1,920.4	Accounts payable and accrued expenses	1,271.3	1,157.1
Liabilities of CIP:	Liabilities of CIP:			Liabilities of CIP:
Debt of CIP	Debt of CIP	7,224.5	6,714.1	Debt of CIP	7,084.4	7,336.1
Other liabilities of CIP	Other liabilities of CIP	864.9	588.6	Other liabilities of CIP	763.1	846.3
Policyholder payables	Policyholder payables	2,232.2	7,582.1	Policyholder payables	1,662.1	1,893.6
Unsettled fund payables		237.2	98.4
Long-term debt		2,084.5	2,082.6

Debt				Debt	2,085.7	2,085.1
Deferred tax liabilities, net	Deferred tax liabilities, net	1,591.1	1,523.5	Deferred tax liabilities, net	1,704.5	1,626.3
Total liabilities	Total liabilities	16,539.3	21,483.4	Total liabilities	15,066.5	16,006.8
Commitments and contingencies (See Note 11)	Commitments and contingencies (See Note 11)	0	0	Commitments and contingencies (See Note 11)	0	0
TEMPORARY EQUITY	TEMPORARY EQUITY			TEMPORARY EQUITY
Redeemable noncontrolling interests in consolidated entities	Redeemable noncontrolling interests in consolidated entities	542.6	211.8	Redeemable noncontrolling interests in consolidated entities	801.1	510.8
PERMANENT EQUITY	PERMANENT EQUITY			PERMANENT EQUITY
Equity attributable to Invesco Ltd.:	Equity attributable to Invesco Ltd.:			Equity attributable to Invesco Ltd.:
Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized, issued and outstanding as of September 30, 2021 and December 31, 2020)		4,010.5	4,010.5
Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of September 30, 2021 and December 31, 2020)		113.2	113.2
Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized, issued and outstanding as of March 31, 2022 and December 31, 2021)				Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized, issued and outstanding as of March 31, 2022 and December 31, 2021)	4,010.5	4,010.5
Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of March 31, 2022 and December 31, 2021)				Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of March 31, 2022 and December 31, 2021)	113.2	113.2
Additional paid-in-capital	Additional paid-in-capital	7,660.1	7,811.4	Additional paid-in-capital	7,547.0	7,688.0
Treasury shares	Treasury shares	(3,047.6)	(3,253.8)	Treasury shares	(3,105.1)	(3,043.6)
Retained earnings	Retained earnings	6,821.2	6,085.0	Retained earnings	7,287.9	7,169.2
Accumulated other comprehensive income/(loss), net of tax	Accumulated other comprehensive income/(loss), net of tax	(477.3)	(404.5)	Accumulated other comprehensive income/(loss), net of tax	(508.5)	(441.5)
Total equity attributable to Invesco Ltd.	Total equity attributable to Invesco Ltd.	15,080.1	14,361.8	Total equity attributable to Invesco Ltd.	15,345.0	15,495.8
Equity attributable to nonredeemable noncontrolling interests in consolidated entities	Equity attributable to nonredeemable noncontrolling interests in consolidated entities	651.9	447.1	Equity attributable to nonredeemable noncontrolling interests in consolidated entities	641.2	672.2
Total permanent equity	Total permanent equity	15,732.0	14,808.9	Total permanent equity	15,986.2	16,168.0
Total liabilities, temporary and permanent equity	Total liabilities, temporary and permanent equity	32,813.9	36,504.1	Total liabilities, temporary and permanent equity	31,853.8	32,685.6

See accompanying notes.

Table of Contents

Invesco Ltd.

Condensed Consolidated Statements of Income

(Unaudited)


		Three months ended September 30,		Nine months ended September 30,			Three months ended March 31,
$ in millions, except per share data		2021	2020	2021	2020
$ in millions, except per common share data						$ in millions, except per common share data	2022	2021
Operating revenues:	Operating revenues:					Operating revenues:
Investment management fees	Investment management fees	1,275.5	1,096.8	3,729.5	3,302.2	Investment management fees	1,180.5	1,206.6
Service and distribution fees	Service and distribution fees	409.1	352.7	1,191.2	1,051.2	Service and distribution fees	379.0	381.1
Performance fees	Performance fees	4.8	—	22.0	8.3	Performance fees	1.0	6.7
Other	Other	60.6	48.1	188.4	153.8	Other	68.9	65.3
Total operating revenues	Total operating revenues	1,750.0	1,497.6	5,131.1	4,515.5	Total operating revenues	1,629.4	1,659.7
Operating expenses:	Operating expenses:					Operating expenses:
Third-party distribution, service and advisory	Third-party distribution, service and advisory	546.4	480.8	1,608.8	1,439.9	Third-party distribution, service and advisory	512.6	522.8
Employee compensation	Employee compensation	476.7	444.5	1,452.9	1,321.0	Employee compensation	432.9	489.2
Marketing	Marketing	20.3	15.6	60.6	62.7	Marketing	21.7	15.8
Property, office and technology	Property, office and technology	134.2	127.5	390.7	386.2	Property, office and technology	132.0	129.3
General and administrative	General and administrative	105.0	89.7	304.9	384.9	General and administrative	102.2	96.6
Transaction, integration and restructuring	Transaction, integration and restructuring	(12.0)	55.3	(13.3)	171.4	Transaction, integration and restructuring	35.2	45.8
Amortization of intangibles	Amortization of intangibles	15.6	15.7	47.5	46.8	Amortization of intangibles	15.1	15.9
Total operating expenses	Total operating expenses	1,286.2	1,229.1	3,852.1	3,812.9	Total operating expenses	1,251.7	1,315.4
Operating income	Operating income	463.8	268.5	1,279.0	702.6	Operating income	377.7	344.3
Other income/(expense):	Other income/(expense):					Other income/(expense):
Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	54.6	18.6	119.3	46.7	Equity in earnings of unconsolidated affiliates	33.4	27.5
Interest and dividend income	Interest and dividend income	1.9	2.6	3.6	11.4	Interest and dividend income	1.2	1.3
Interest expense	Interest expense	(23.1)	(33.8)	(71.5)	(104.9)	Interest expense	(23.2)	(23.8)
Other gains and losses, net		(12.1)	31.5	65.4	(15.0)
Other gains/(losses), net						Other gains/(losses), net	(45.5)	34.1
Other income/(expense) of CIP, net	Other income/(expense) of CIP, net	200.2	99.2	416.9	28.6	Other income/(expense) of CIP, net	(23.3)	94.7
Income before income taxes	Income before income taxes	685.3	386.6	1,812.7	669.4	Income before income taxes	320.3	478.1
Income tax provision	Income tax provision	(139.7)	(91.9)	(400.4)	(192.7)	Income tax provision	(82.8)	(106.5)

Net income	Net income	545.6	294.7	1,412.3	476.7	Net income	237.5	371.6
Net (income)/loss attributable to noncontrolling interests in consolidated entities	Net (income)/loss attributable to noncontrolling interests in consolidated entities	(156.3)	(43.8)	(268.5)	14.6	Net (income)/loss attributable to noncontrolling interests in consolidated entities	19.4	(44.6)
Dividends declared on preferred shares	Dividends declared on preferred shares	(59.2)	(59.2)	(177.6)	(177.6)	Dividends declared on preferred shares	(59.2)	(59.2)
Net income attributable to Invesco Ltd.	Net income attributable to Invesco Ltd.	330.1	191.7	966.2	313.7	Net income attributable to Invesco Ltd.	197.7	267.8

Earnings per common share:	Earnings per common share:					Earnings per common share:
-basic	-basic	$0.71	$0.42	$2.09	$0.68	-basic	$0.43	$0.58
-diluted	-diluted	$0.71	$0.41	$2.08	$0.68	-diluted	$0.43	$0.58

See accompanying notes.

Table of Contents

Invesco Ltd.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


		Three months ended September 30,		Nine months ended September 30,			Three months ended March 31,
$ in millions	$ in millions	2021	2020	2021	2020	$ in millions	2022	2021
Net income	Net income	545.6	294.7	1,412.3	476.7	Net income	237.5	371.6

Other comprehensive income/(loss), net of tax:	Other comprehensive income/(loss), net of tax:					Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	Currency translation differences on investments in foreign subsidiaries	(108.7)	167.4	(73.0)	(61.4)	Currency translation differences on investments in foreign subsidiaries	(67.2)	0.8
Other comprehensive income/(loss), net		1.2	0.7	0.2	0.8
Other comprehensive income/(loss), net of tax						Other comprehensive income/(loss), net of tax	0.2	(4.0)
Other comprehensive income/(loss)	Other comprehensive income/(loss)	(107.5)	168.1	(72.8)	(60.6)	Other comprehensive income/(loss)	(67.0)	(3.2)

Total comprehensive income/(loss)	Total comprehensive income/(loss)	438.1	462.8	1,339.5	416.1	Total comprehensive income/(loss)	170.5	368.4

Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities	Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities	(156.3)	(43.8)	(268.5)	14.6	Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities	19.4	(44.6)
Dividends on preferred shares		(59.2)	(59.2)	(177.6)	(177.6)
Dividends declared on preferred shares						Dividends declared on preferred shares	(59.2)	(59.2)
Comprehensive income/(loss) attributable to Invesco Ltd.	Comprehensive income/(loss) attributable to Invesco Ltd.	222.6	359.8	893.4	253.1	Comprehensive income/(loss) attributable to Invesco Ltd.	130.7	264.6

See accompanying notes.

Table of Contents

Invesco Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine months ended September 30,			Three months ended March 31,
$ in millions	$ in millions	2021	2020	$ in millions	2022	2021
Operating activities:	Operating activities:			Operating activities:
Net income	Net income	1,412.3	476.7	Net income	237.5	371.6
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:	Adjustments to reconcile net income to net cash provided by/(used in) operating activities:			Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Amortization and depreciation	Amortization and depreciation	154.9	150.3	Amortization and depreciation	49.5	51.1
Common share-based compensation expense	Common share-based compensation expense	106.0	138.2	Common share-based compensation expense	29.5	38.6

Other (gains)/losses, net	Other (gains)/losses, net	(65.4)	15.0	Other (gains)/losses, net	45.5	(34.1)
Other (gains)/losses of CIP, net	Other (gains)/losses of CIP, net	(323.3)	61.4	Other (gains)/losses of CIP, net	55.3	(66.9)
Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	(119.3)	(46.7)	Equity in earnings of unconsolidated affiliates	(33.4)	(27.5)
Distributions from equity method investees	Distributions from equity method investees	43.9	29.9	Distributions from equity method investees	2.8	2.3

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:			Changes in operating assets and liabilities:

(Purchase)/sale of investments by CIP, net	(Purchase)/sale of investments by CIP, net	(176.2)	(36.3)	(Purchase)/sale of investments by CIP, net	(127.0)	(130.3)
(Purchase)/sale of investments, net	(Purchase)/sale of investments, net	99.6	165.3	(Purchase)/sale of investments, net	(2.7)	43.5
(Increase)/decrease in receivables	(Increase)/decrease in receivables	5,251.3	2,800.7	(Increase)/decrease in receivables	137.7	1,742.9
Increase/(decrease) in payables	Increase/(decrease) in payables	(5,302.0)	(3,091.8)	Increase/(decrease) in payables	(770.1)	(2,018.1)
Net cash provided by/(used in) operating activities	Net cash provided by/(used in) operating activities	1,081.8	662.7	Net cash provided by/(used in) operating activities	(375.4)	(26.9)
Investing activities:	Investing activities:			Investing activities:
Purchase of property, equipment and software	Purchase of property, equipment and software	(73.2)	(73.6)	Purchase of property, equipment and software	(23.9)	(20.3)

Purchase of investments by CIP	Purchase of investments by CIP	(4,795.5)	(3,605.5)	Purchase of investments by CIP	(1,034.2)	(1,407.6)
Sale of investments by CIP	Sale of investments by CIP	4,321.6	2,828.3	Sale of investments by CIP	1,019.9	1,303.1
Purchase of investments	Purchase of investments	(149.6)	(116.5)	Purchase of investments	(69.8)	(53.4)
Sale of investments	Sale of investments	103.8	117.4	Sale of investments	21.2	46.8
Capital distributions from equity method investees	Capital distributions from equity method investees	13.5	22.8	Capital distributions from equity method investees	3.0	0.2
Collateral received/(posted), net		—	(1.9)

Net cash inflows/(outflows) upon consolidation/deconsolidation of CIP				Net cash inflows/(outflows) upon consolidation/deconsolidation of CIP	4.7	(8.7)
Net cash provided by/(used in) investing activities	Net cash provided by/(used in) investing activities	(579.4)	(829.0)	Net cash provided by/(used in) investing activities	(79.1)	(139.9)
Financing activities:	Financing activities:			Financing activities:
Purchases of treasury shares	Purchases of treasury shares	(58.1)	(40.7)	Purchases of treasury shares	(232.5)	(44.7)
Dividends paid - preferred	Dividends paid - preferred	(177.6)	(177.6)	Dividends paid - preferred	(59.2)	(59.2)

Dividends paid - common	Dividends paid - common	(228.9)	(285.9)	Dividends paid - common	(77.8)	(71.5)
Third-party capital invested into CIP	Third-party capital invested into CIP	475.1	133.1	Third-party capital invested into CIP	276.8	205.8
Third-party capital distributed by CIP	Third-party capital distributed by CIP	(351.5)	(187.2)	Third-party capital distributed by CIP	(59.5)	(71.7)
Borrowings of debt by CIP	Borrowings of debt by CIP	2,752.6	1,218.8	Borrowings of debt by CIP	98.3	354.9
Repayments of debt by CIP	Repayments of debt by CIP	(1,972.1)	(773.4)	Repayments of debt by CIP	(1.4)	(129.1)
Settlement of forward contracts on treasury shares	Settlement of forward contracts on treasury shares	(309.4)	(190.6)	Settlement of forward contracts on treasury shares	—	(117.0)
Collateral received/(returned), net	Collateral received/(returned), net	(104.1)	—	Collateral received/(returned), net	—	78.8
Net borrowings/(repayments) under credit facility		—	90.0

Payment of contingent consideration	Payment of contingent consideration	(11.8)	(16.8)	Payment of contingent consideration	—	(8.5)
Net cash provided by/(used in) financing activities	Net cash provided by/(used in) financing activities	14.2	(230.3)	Net cash provided by/(used in) financing activities	(55.3)	137.8
Increase/(decrease) in cash and cash equivalents	Increase/(decrease) in cash and cash equivalents	516.6	(396.6)	Increase/(decrease) in cash and cash equivalents	(509.8)	(29.0)
Foreign exchange movement on cash and cash equivalents	Foreign exchange movement on cash and cash equivalents	(28.6)	(5.4)	Foreign exchange movement on cash and cash equivalents	(20.4)	(8.6)
Foreign exchange movement on cash and cash equivalents of CIP	Foreign exchange movement on cash and cash equivalents of CIP	(9.1)	12.3	Foreign exchange movement on cash and cash equivalents of CIP	(2.8)	(5.8)
Net cash inflows/(outflows) upon consolidation/deconsolidation of CIP		(8.7)	9.1
Cash, cash equivalents and restricted cash, beginning of period (1)		1,839.3	1,701.2
Cash and cash equivalents, end of period		2,309.5	1,320.6

Cash, cash equivalents and restricted cash, beginning of period				Cash, cash equivalents and restricted cash, beginning of period	2,147.1	1,839.3
Cash, cash equivalents and restricted cash, end of period				Cash, cash equivalents and restricted cash, end of period	1,614.1	1,795.9

Cash and cash equivalents	Cash and cash equivalents	1,773.2	1,066.6	Cash and cash equivalents	1,309.6	1,158.3

Restricted cash (1)				Restricted cash (1)	—	208.0
Cash and cash equivalents of CIP	Cash and cash equivalents of CIP	536.3	254.0	Cash and cash equivalents of CIP	304.5	429.6
Total cash and cash equivalents per consolidated statement of cash flows		2,309.5	1,320.6
Total cash and cash equivalents and restricted cash per condensed consolidated statement of cash flows				Total cash and cash equivalents and restricted cash per condensed consolidated statement of cash flows	1,614.1	1,795.9

(1) Restricted cash of ~~$129.2~~$208.0 million as of ~~December~~March 31, ~~2020~~2021 is recorded in Other assets on the Condensed Consolidated Balance Sheets. There was no restricted cash at the end of the period for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

See accompanying notes.

Table of Contents

Invesco Ltd.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)
Three months ended September 30, 2021
Equity Attributable to Invesco Ltd.
$ in millions, except per share data Preferred Shares Common Shares Additional Paid-in-Capital Treasury Shares Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total Equity Attributable to Invesco Ltd. Nonredeemable Noncontrolling Interests in Consolidated Entities Total Permanent Equity Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
July 1, 2021 4,010.5 113.2 7,664.3 (3,080.3) 6,570.1 (369.8) 14,908.0 518.6 15,426.6 363.9
Net income — — — — 389.3 — 389.3 135.8 525.1 20.5
Other comprehensive income/(loss) — — — — — (107.5) (107.5) — (107.5) —
Change in noncontrolling interests in consolidated entities, net — — — — — — — (2.5) (2.5) 158.2
Dividends declared - preferred ($14.75 per share) — — — — (59.2) — (59.2) — (59.2) —
Dividends declared - common ($0.170 per share) — — — — (79.0) — (79.0) — (79.0) —
Employee common share plans:
Common share-based compensation — — 33.2 — — — 33.2 — 33.2 —
Vested common shares — — (36.3) 36.2 — — (0.1) — (0.1) —
Other common share awards — — (1.1) 7.0 — — 5.9 — 5.9 —
Purchase of common shares — — — (10.5) — — (10.5) — (10.5) —
September 30, 2021 4,010.5 113.2 7,660.1 (3,047.6) 6,821.2 (477.3) 15,080.1 651.9 15,732.0 542.6
Three months ended September 30, 2020
Equity Attributable to Invesco Ltd.
$ in millions, except per share data Preferred Shares Common Shares Additional Paid-in-Capital Treasury Shares Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total Equity Attributable to Invesco Ltd. Nonredeemable Noncontrolling Interests in Consolidated Entities Total Permanent Equity Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
July 1, 2020 4,010.5 113.2 7,788.4 (3,319.1) 5,825.0 (816.0) 13,602.0 365.7 13,967.7 202.8
Net income — — — — 250.9 — 250.9 32.6 283.5 11.2
Other comprehensive income/(loss) — — — — — 168.1 168.1 — 168.1 —
Change in noncontrolling interests in consolidated entities, net — — — — — — — 18.3 18.3 14.2
Dividends declared - preferred ($14.75 per share) — — — — (59.2) — (59.2) — (59.2) —
Dividends declared - common ($0.155 per share) — — — — (72.2) — (72.2) — (72.2) —
Employee common share plans:
Common share-based compensation — — 43.0 — — — 43.0 — 43.0 —
Vested common shares — — (33.3) 33.3 — — — — — —
Other common share awards — — (9.5) 16.7 — — 7.2 — 7.2 —
Purchase of common shares — — — (5.8) — — (5.8) — (5.8) —
September 30, 2020 4,010.5 113.2 7,788.6 (3,274.9) 5,944.5 (647.9) 13,934.0 416.6 14,350.6 228.2

~~Table of Contents~~

.
Nine months ended September 30, 2021
Equity Attributable to Invesco Ltd.
$ in millions, except per share data Preferred Shares Common Shares Additional Paid-in-Capital Treasury Shares Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total Equity Attributable to Invesco Ltd. Nonredeemable Noncontrolling Interests in Consolidated Entities Total Permanent Equity Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2021 4,010.5 113.2 7,811.4 (3,253.8) 6,085.0 (404.5) 14,361.8 447.1 14,808.9 211.8
Net income — — — — 1,143.8 — 1,143.8 230.4 1,374.2 38.1
Other comprehensive income/(loss) — — — — — (72.8) (72.8) — (72.8) —
Change in noncontrolling interests in consolidated entities, net — — — — — — — (25.6) (25.6) 292.7
Dividends declared - preferred ($44.25 per share) — — — — (177.6) — (177.6) — (177.6) —
Dividends declared - common ($0.495 per share) — — — — (230.0) — (230.0) — (230.0) —
Employee common share plans:
Common share-based compensation — — 106.0 — — — 106.0 — 106.0 —
Vested common shares — — (256.2) 256.1 — — (0.1) — (0.1) —
Other common share awards — — (1.1) 8.2 — — 7.1 — 7.1 —
Purchase of common shares — — — (58.1) — — (58.1) — (58.1) —
September 30, 2021 4,010.5 113.2 7,660.1 (3,047.6) 6,821.2 (477.3) 15,080.1 651.9 15,732.0 542.6

Nine months ended September 30, 2020
Equity Attributable to Invesco Ltd.
$ in millions, except per share data Preferred Shares Common Shares Additional Paid-in-Capital Treasury Shares Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total Equity Attributable to Invesco Ltd. Nonredeemable Noncontrolling Interests in Consolidated Entities Total Permanent Equity Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2020 4,010.5 113.2 7,860.8 (3,452.5) 5,917.8 (587.3) 13,862.5 455.8 14,318.3 383.5
Net income — — — — 491.3 — 491.3 (3.4) 487.9 (11.2)
Other comprehensive income/(loss) — — — — — (60.6) (60.6) — (60.6) —
Change in noncontrolling interests in consolidated entities, net — — — — — — — (35.8) (35.8) (144.1)
Dividends declared - preferred ($44.25 per share) — — — — (177.6) — (177.6) — (177.6) —
Dividends declared - common ($0.620 per share) — — — — (287.0) — (287.0) — (287.0) —
Employee common share plans:
Common share-based compensation — — 138.2 — — — 138.2 — 138.2 —
Vested common shares — — (200.3) 200.3 — — — — — —
Other common share awards — — (10.1) 18.0 — — 7.9 — 7.9 —
Purchase of common shares — — — (40.7) — — (40.7) — (40.7) —
September 30, 2020 4,010.5 113.2 7,788.6 (3,274.9) 5,944.5 (647.9) 13,934.0 416.6 14,350.6 228.2


Three months ended March 31, 2022
	Equity Attributable to Invesco Ltd.
$ in millions, except share data	Preferred Shares	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Total Equity Attributable to Invesco Ltd.	Nonredeemable Noncontrolling Interests in Consolidated Entities	Total Permanent Equity	Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2022	4,010.5	113.2	7,688.0	(3,043.6)	7,169.2	(441.5)	15,495.8	672.2	16,168.0	510.8


Net income	—	—	—	—	256.9	—	256.9	(8.2)	248.7	(11.2)
Other comprehensive income/(loss)	—	—	—	—	—	(67.0)	(67.0)	—	(67.0)	—
Change in noncontrolling interests in consolidated entities, net	—	—	—	—	—	—	—	(22.8)	(22.8)	301.5

Dividends declared - preferred ($14.75 per share)	—	—	—	—	(59.2)	—	(59.2)	—	(59.2)	—
Dividends declared - common ($0.17 per share)	—	—	—	—	(79.0)	—	(79.0)	—	(79.0)	—
Employee common share plans:
Common share-based compensation	—	—	29.5	—	—	—	29.5	—	29.5	—
Vested common shares	—	—	(171.0)	171.0	—	—	—	—	—	—
Other common share awards	—	—	0.5	—	—	—	0.5	—	0.5	—
Purchase of common shares	—	—	—	(232.5)	—	—	(232.5)	—	(232.5)	—
March 31, 2022	4,010.5	113.2	7,547.0	(3,105.1)	7,287.9	(508.5)	15,345.0	641.2	15,986.2	801.1


Three months ended March 31, 2021
	Equity Attributable to Invesco Ltd.
$ in millions, except share data	Preferred Shares	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Total Equity Attributable to Invesco Ltd.	Nonredeemable Noncontrolling Interests in Consolidated Entities	Total Permanent Equity	Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2021	4,010.5	113.2	7,811.4	(3,253.8)	6,085.0	(404.5)	14,361.8	447.1	14,808.9	211.8


Net income	—	—	—	—	327.0	—	327.0	42.8	369.8	1.8
Other comprehensive income/(loss)	—	—	—	—	—	(3.2)	(3.2)	—	(3.2)	—
Change in noncontrolling interests in consolidated entities, net	—	—	—	—	—	—	—	(8.2)	(8.2)	124.7

Dividends declared - preferred ($14.75 per share)	—	—	—	—	(59.2)	—	(59.2)	—	(59.2)	—
Dividends declared - common ($0.155 per share)	—	—	—	—	(72.9)	—	(72.9)	—	(72.9)	—
Employee common share plans:
Common share-based compensation	—	—	38.6	—	—	—	38.6	—	38.6	—
Vested common shares	—	—	(210.4)	210.4	—	—	—	—	—	—
Other common share awards	—	—	—	0.4	—	—	0.4	—	0.4	—
Purchase of common shares	—	—	—	(44.7)	—	—	(44.7)	—	(44.7)	—
March 31, 2021	4,010.5	113.2	7,639.6	(3,087.7)	6,279.9	(407.7)	14,547.8	481.7	15,029.5	338.3

See accompanying notes

Table of Contents

Invesco Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. ACCOUNTING POLICIES

Corporate Information

Invesco Ltd. (Parent) and all of its consolidated entities (collectively, the company or Invesco) provide retail and institutional clients with an array of global investment management capabilities. The company operates globally, and its sole business is investment management.

Certain disclosures included in the company’s annual report on Form 10-K for the year ended December 31, ~~2020~~2021 (annual report or Form 10-K) are not required to be included on an interim basis in the company’s quarterly reports on Forms 10-Q (Report). The company has condensed or omitted these disclosures. Therefore, this Report should be read in conjunction with the company’s annual report.

Basis of Accounting and Consolidation

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with rules and regulations of the Securities and Exchange Commission and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion of management, the financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair statement of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

Accounting Pronouncements Recently Adopted

~~Income Taxes.~~ On January 1, 2021, the company adopted Accounting Standards Update 2019-12, “Simplifying Accounting for Income Taxes” (ASU 2019-12). The update simplifies various aspects related to income taxes and removes certain exceptions to the general principles in Topic 740. The company has adopted ASU 2019-12 using a prospective approach and determined that there is no material impact upon adoption of this standard.None.

Pending Accounting Pronouncements

None.

Table of Contents

2. FAIR VALUE OF ASSETS AND LIABILITIES

The fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 12, "Consolidated Investment Products". See the company’s most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.


		September 30, 2021	December 31, 2020		March 31, 2022	December 31, 2021
$ in millions	$ in millions	Fair Value	Fair Value	$ in millions	Fair Value	Fair Value
Cash and cash equivalents	Cash and cash equivalents	1,773.2	1,408.4	Cash and cash equivalents	1,309.6	1,896.4
Restricted cash (1)		—	129.2

Equity investments	Equity investments	324.3	360.3	Equity investments	306.1	337.9

Foreign time deposits ~~(2)~~(1)	Foreign time deposits ~~(2)~~(1)	29.1	29.9	Foreign time deposits ~~(2)~~(1)	29.3	30.4
Assets held for policyholders ~~(2)~~	Assets held for policyholders ~~(2)~~	2,232.2	7,582.1	Assets held for policyholders ~~(2)~~	1,662.1	1,893.6
Policyholder payables(1)	Policyholder payables(1)	(2,232.2)	(7,582.1)	Policyholder payables(1)	(1,662.1)	(1,893.6)
Total return swaps related to deferred compensation plans	Total return swaps related to deferred compensation plans	(8.2)	5.1	Total return swaps related to deferred compensation plans	(27.9)	1.6
Contingent consideration liability	Contingent consideration liability	(3.4)	(18.6)	Contingent consideration liability	(1.3)	(1.3)

____________

(1) ~~Restricted cash is recorded in Other assets on the Condensed Consolidated Balance Sheets.~~

~~(2)~~ These financial instruments are not measured at fair ~~value on a recurring basis.~~value. See the most recently filed Form 10-K for additional information about the carrying and fair values of these financial instruments. Foreign time deposits are measured at cost plus accrued interest, which approximates fair ~~value, and are accordingly classified as Level 2 securities.~~value. Policyholder payables are indexed to the value of the assets held for policyholders.

The following table presents, by hierarchy levels, the carrying value of the company’s assets and liabilities, including major security type for equity and debt securities, which are measured at fair value on the company’s Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively:


		As of September 30, 2021					As of March 31, 2022
$ in millions	$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:	Assets:					Assets:
Cash equivalents:	Cash equivalents:					Cash equivalents:
Money market funds (1)	Money market funds (1)	1,156.2	1,156.2	—	—	Money market funds (1)	848.1	848.1	—	—
Investments (2):	Investments (2):					Investments (2):
Equity investments:	Equity investments:					Equity investments:
Seed money	Seed money	102.8	102.8	—	—	Seed money	98.8	98.8	—	—
Investments related to deferred compensation plans	Investments related to deferred compensation plans	218.3	218.3	—	—	Investments related to deferred compensation plans	205.8	205.8	—	—
Other equity securities	Other equity securities	3.2	3.2	—	—	Other equity securities	1.5	1.5	—	—

Assets held for policyholders (3)	Assets held for policyholders (3)	2,232.2	2,232.2	—	—	Assets held for policyholders (3)	1,662.1	1,662.1	—	—

Total	Total	3,712.7	3,712.7	—	—	Total	2,816.3	2,816.3	—	—
Liabilities:	Liabilities:					Liabilities:
Total return swaps related to deferred compensation plans	Total return swaps related to deferred compensation plans	(8.2)	—	(8.2)	—	Total return swaps related to deferred compensation plans	(27.9)	—	(27.9)	—
Contingent consideration liability	Contingent consideration liability	(3.4)	—	0	(3.4)	Contingent consideration liability	(1.3)	—	—	(1.3)
Total	Total	(11.6)	—	(8.2)	(3.4)	Total	(29.2)	—	(27.9)	(1.3)

109

Table of Contents


		As of December 31, 2020					As of December 31, 2021
$ in millions	$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:	Assets:					Assets:
Cash equivalents:	Cash equivalents:					Cash equivalents:
Money market funds (1)	Money market funds (1)	947.3	947.3	—	—	Money market funds (1)	1,270.0	1,270.0	—	—
Investments (2):	Investments (2):					Investments (2):
Equity investments:	Equity investments:					Equity investments:
Seed money	Seed money	153.5	153.5	—	—	Seed money	109.4	109.4	—	—
Investments related to deferred compensation plans	Investments related to deferred compensation plans	202.7	202.7	—	—	Investments related to deferred compensation plans	226.6	226.6	—	—
Other equity securities	Other equity securities	4.1	4.1	—	—	Other equity securities	1.9	1.9	—	—

Assets held for policyholders (3)	Assets held for policyholders (3)	7,582.1	7,582.1	—	—	Assets held for policyholders (3)	1,893.6	1,893.6	—	—
Total return swaps related to deferred compensation plans	Total return swaps related to deferred compensation plans	5.1	—	5.1	—	Total return swaps related to deferred compensation plans	1.6	—	1.6	—
Total	Total	8,894.8	8,889.7	5.1	—	Total	3,503.1	3,501.5	1.6	—
Liabilities:	Liabilities:					Liabilities:
Contingent consideration liability	Contingent consideration liability	(18.6)	—	—	(18.6)	Contingent consideration liability	(1.3)	—	—	(1.3)
Total	Total	(18.6)	—	—	(18.6)	Total	(1.3)	—	—	(1.3)

____________

(1) The balance primarily represents cash held in affiliated money market funds.

(2) Foreign time deposits of ~~$29.1~~$29.3 million (December 31, ~~2020: $29.9~~2021: $30.4 million) are excluded from this table. Equity method and other investments of ~~$545.1~~$623.7 million and ~~$7.9~~$7.7 million, respectively, (December 31, ~~2020: $426.1~~2021: $550.1 million and ~~$10.5~~$7.9 million, respectively) are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

(3) The majority of assets held for policyholders are held in affiliated funds.

Total Return Swaps

In addition to holding equity investments, the company has a total return swap (TRS) to hedge economically ~~hedge certain~~certain deferred compensation liabilities. The notional value of the total return swap at ~~September 30,~~March 31, 2022 was $392.2 million, and the fair value of the TRS was a liability of $27.9 million (December 31, 2021 notional value was ~~$337.8 million.~~$343.1 million and the fair value was an asset of $1.6 million). The company’s net collateral paid balance related to the total return swap was $39.4 million at March 31, 2022 (December 31, 2021: $20.5 million). During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, market valuation losses related to the TRS of ~~$7.7 million and gains of $18.3~~$21.8 million were recognized in ~~other gains and losses,~~Other gains/(losses), net (~~three and nine~~(three months ended ~~September 30, 2020: $12.8~~March 31, 2021: $9.2 million net ~~gains and $11.5 million net gains respectively)~~gains).

~~Table of Contents~~

The following tables show a reconciliation of the beginning and ending fair value measurements for level 3 assets and liabilities during the three and nine months ended September 30, 2021 and September 30, 2020, which are valued using significant unobservable inputs:

Contingent Consideration Liability
$ in millions Three months ended September 30, 2021 Nine months ended
September 30, 2021
Beginning balance (3.4) (18.6)
Purchases/acquisitions — (1.3)
Net unrealized gains and losses included in other gains and losses, net — 4.7
Disposition/settlements — 11.8
Ending balance (3.4) (3.4)

Contingent Consideration Liability
$ in millions Three months ended September 30, 2020 Nine months ended
September 30, 2020
Beginning balance (29.3) (60.2)
Revision to purchase price allocation — 5.5
Net unrealized gains and losses included in other gains and losses, net (0.5) 10.9
Disposition/settlements 2.8 16.8
Ending balance (27.0) (27.0)

1210

Table of Contents

3. INVESTMENTS

The disclosures below include details of the company’s investments. Investments held by CIP are detailed in Note 12, "Consolidated Investment Products".


$ in millions	$ in millions	September 30, 2021	December 31, 2020	$ in millions	March 31, 2022	December 31, 2021
Equity investments:	Equity investments:			Equity investments:
Seed money	Seed money	102.8	153.5	Seed money	98.8	109.4
Investments related to deferred compensation plans	Investments related to deferred compensation plans	218.3	202.7	Investments related to deferred compensation plans	205.8	226.6
Other equity securities	Other equity securities	3.2	4.1	Other equity securities	1.5	1.9

Equity method investments	Equity method investments	545.1	426.1	Equity method investments	623.7	550.1
Foreign time deposits	Foreign time deposits	29.1	29.9	Foreign time deposits	29.3	30.4
Other	Other	7.9	10.5	Other	7.7	7.9
Total investments (1)	Total investments (1)	906.4	826.8	Total investments (1)	966.8	926.3

____________

(1) The majority of the company’s investment balances relate to balances held in affiliated ~~funds.~~funds and equity method investees.

Equity investments

The unrealized gains and losses for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 that relate to equity investments still held at ~~September 30, 2021,~~March 31, 2022, were a ~~$21.8~~$29.1 million net loss ~~and $22.7~~(three months ended March 31, 2021: $11.5 million net ~~gain (three and nine months ended September 30, 2020: $19.9 million net gain and $18.3 million net loss)~~gain).

4. ~~LONG-TERM~~ DEBT

The disclosures below include details of the company’s debt. Debt of CIP is detailed in Note 12, "Consolidated Investment Products".


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
$ in millions	$ in millions	Carrying Value (2)	Fair Value	Carrying Value (2)	Fair Value	$ in millions	Carrying Value (3)	Fair Value	Carrying Value (3)	Fair Value
$1.5 billion floating rate credit facility expiring April 26, 2026	$1.5 billion floating rate credit facility expiring April 26, 2026	—	—	—	—	$1.5 billion floating rate credit facility expiring April 26, 2026	—	—	—	—
Unsecured Senior Notes (1):	Unsecured Senior Notes (1):					Unsecured Senior Notes (1):
$600 million 3.125% - due November 30, 2022(2)	$600 million 3.125% - due November 30, 2022(2)	599.2	619.0	598.7	632.9	$600 million 3.125% - due November 30, 2022(2)	599.5	605.7	599.4	613.8
$600 million 4.000% - due January 30, 2024	$600 million 4.000% - due January 30, 2024	597.5	644.5	596.8	660.2	$600 million 4.000% - due January 30, 2024	598.0	614.5	597.8	633.7
$500 million 3.750% - due January 15, 2026	$500 million 3.750% - due January 15, 2026	497.2	549.7	496.7	564.8	$500 million 3.750% - due January 15, 2026	497.5	512.3	497.3	541.2
$400 million 5.375% - due November 30, 2043	$400 million 5.375% - due November 30, 2043	390.6	531.5	390.4	517.8	$400 million 5.375% - due November 30, 2043	390.7	467.9	390.6	536.8
Long-term debt		2,084.5	2,344.7	2,082.6	2,375.7
Debt						Debt	2,085.7	2,200.4	2,085.1	2,325.5

____________

(1) The company’s senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.

(2) On April 6, 2022, Invesco Finance PLC, an indirect subsidiary of Invesco Ltd., issued a notice of redemption to redeem on May 6, 2022 the outstanding $600 million of notes due November 30, 2022.

(3) The difference between the principal amounts and the carrying values of the senior notes ~~in the table above reflect~~reflects the unamortized debt issuance costs and discounts.

The company maintains approximately $2.6 million in letters of credit from a variety of banks. The letters of credit are generally one-year automatically-renewable facilities and are maintained for various commercial reasons.

~~Table of Contents~~

5. SHARE CAPITAL

The preferred shares ~~issued in connection with the acquisition of OppenheimerFunds~~ have a $0.20 par value, liquidation preference of $1,000 per share and fixed cash dividend rate of 5.90% per annum, payable quarterly on a non-cumulative basis. Shares of preferred stock are not redeemable prior to the 21st anniversary of their original issue date of May 24, 2019.

The number of preferred shares issued and outstanding is represented in the table below:

As of

in millions

September 30, 2021

December 31, 2020

in millions

March 31, 2022

December 31, 2021

Preferred shares issued (1)

4.0

Preferred shares issued (1)

4.0

Preferred shares outstanding (1)

4.0

Preferred shares outstanding (1)

4.0

__________

(1) Preferred shares are held by MassMutual and are subject to a lock-up period of five years, which disallows the sale of preferred shares by MassMutual during the five-year period beginning on the original issue date of May 24, 2019.

The number of common shares and common share equivalents issued are represented in the table below:

As of
in millions September 30, 2021 December 31, 2020
Common shares issued 566.1 566.1
Less: Treasury shares for which dividend and voting rights do not apply (104.9) (107.0)
Common shares outstanding 461.2 459.1

~~Table of Contents~~


	As of
in millions	March 31, 2022	December 31, 2021


Common shares issued	566.1	566.1
Less: Treasury shares for which dividend and voting rights do not apply	(111.1)	(104.9)
Common shares outstanding	455.0	461.2

6. OTHER COMPREHENSIVE INCOME/(LOSS)

The components of accumulated other comprehensive income/(loss) were as follows:

For the three months ended September 30, 2021
$ in millions Foreign currency translation Employee benefit plans Equity method investments Available-for-sale investments Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries (108.7) — — — (108.7)
Other comprehensive income, net — 1.2 — — 1.2
Other comprehensive income/(loss), net of tax (108.7) 1.2 — — (107.5)
Beginning balance (243.6) (126.9) 0.1 0.6 (369.8)
Other comprehensive income/(loss), net of tax (108.7) 1.2 — — (107.5)
Ending balance (352.3) (125.7) 0.1 0.6 (477.3)

For the nine months ended September 30, 2021
$ in millions Foreign currency translation Employee benefit plans Equity method investments Available-for-sale investments Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries (73.0) — — — (73.0)
Other comprehensive income, net — 0.3 — (0.1) 0.2
Other comprehensive income/(loss), net of tax (73.0) 0.3 — (0.1) (72.8)
Beginning balance (279.3) (126.0) 0.1 0.7 (404.5)
Other comprehensive income/(loss), net of tax (73.0) 0.3 — (0.1) (72.8)
Ending balance (352.3) (125.7) 0.1 0.6 (477.3)

For the three months ended September 30, 2020
$ in millions Foreign currency translation Employee benefit plans Equity method investments Available-for-sale investments Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries 167.4 — — — 167.4
Other comprehensive income, net — 0.7 — — 0.7
Other comprehensive income/(loss), net of tax 167.4 0.7 — — 168.1
Beginning balance (690.8) (125.9) 0.1 0.6 (816.0)
Other comprehensive income/(loss), net of tax 167.4 0.7 — — 168.1
Ending balance (523.4) (125.2) 0.1 0.6 (647.9)

~~Table of Contents~~


	For the three months ended March 31, 2022
$ in millions	Foreign currency translation	Employee benefit plans	Equity method investments	Available-for-sale investments	Total
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	(67.2)	—	—	—	(67.2)
Other comprehensive income, net	—	0.2	—	—	0.2
Other comprehensive income/(loss), net of tax	(67.2)	0.2	—	—	(67.0)

Beginning balance	(352.6)	(89.6)	—	0.7	(441.5)


Other comprehensive income/(loss), net of tax	(67.2)	0.2	—	—	(67.0)
Ending balance	(419.8)	(89.4)	—	0.7	(508.5)


		For the nine months ended September 30, 2020						For the three months ended March 31, 2021
$ in millions	$ in millions	Foreign currency translation	Employee benefit plans	Equity method investments	Available-for-sale investments	Total	$ in millions	Foreign currency translation	Employee benefit plans	Equity method investments	Available-for-sale investments	Total
Other comprehensive income/(loss), net of tax:	Other comprehensive income/(loss), net of tax:						Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	Currency translation differences on investments in foreign subsidiaries	(61.4)	—	—	—	(61.4)	Currency translation differences on investments in foreign subsidiaries	0.8	—	—	—	0.8
Other comprehensive income, net		—	0.9	—	(0.1)	0.8
Other comprehensive income/(loss), net							Other comprehensive income/(loss), net	—	(4.0)	—	—	(4.0)
Other comprehensive income/(loss), net of tax	Other comprehensive income/(loss), net of tax	(61.4)	0.9	—	(0.1)	(60.6)	Other comprehensive income/(loss), net of tax	0.8	(4.0)	—	—	(3.2)

Beginning balance	Beginning balance	(462.0)	(126.1)	0.1	0.7	(587.3)	Beginning balance	(279.3)	(126.0)	0.1	0.7	(404.5)

Other comprehensive income/(loss), net of tax	Other comprehensive income/(loss), net of tax	(61.4)	0.9	—	(0.1)	(60.6)	Other comprehensive income/(loss), net of tax	0.8	(4.0)	—	—	(3.2)
Ending balance	Ending balance	(523.4)	(125.2)	0.1	0.6	(647.9)	Ending balance	(278.5)	(130.0)	0.1	0.7	(407.7)

Net Investment Hedge

The company designated certain intercompany debt as a non-derivative net investment hedging instrument against foreign currency exposure related to its net investment in foreign operations. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, £130 million ($~~178.8~~171.2 million and ~~$174.5~~$176.1 million, respectively) of intercompany debt was designated as a net investment hedge. For the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the company recognized foreign currency gains ~~and~~of $4.9 million(three months ended March 31,

2021: losses of ~~$3.6 million and $4.3 million, respectively (three and nine months ended September 30, 2020: losses and gains of $5.8 million and $3.6 million, respectively)~~$5.7 million) resulting from the net investment hedge within currency translation differences on investments in foreign subsidiaries in Other comprehensive income.

7. REVENUE

The geographic disaggregation of revenue for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are presented below. There are no revenues attributed to the company’s country of domicile, Bermuda.

For the three months ended September 30,
$ in millions 2021 2020
Americas 1,329.8 1,118.2
UK 157.7 148.6
EMEA ex UK (Europe, Middle East and Africa) 181.0 158.2
Asia Pacific 81.5 72.6
Total operating revenues 1,750.0 1,497.6

For the nine months ended September 30,
$ in millions 2021 2020
Americas 3,842.8 3,356.2
UK 486.0 465.3
EMEA ex UK (Europe, Middle East and Africa) 541.5 468.3
Asia Pacific 260.8 225.7
Total operating revenues 5,131.1 4,515.5

The opening and closing balances of deferred carried interest liabilities for the nine months ended September 30, 2021 were $58.0 million and $60.5 million, respectively (December 31, 2020: $45.8 million and $58.0 million, respectively). During the three and nine months ended September 30, 2021, no performance fee revenue was recognized that had been included in the deferred carried interest liability balance at the beginning of the period (September 30, 2020: none).


	For the three months ended March 31,
$ in millions	2022	2021
Americas	1,244.8	1,230.4
Asia Pacific	85.2	89.2
EMEA ex UK (Europe, Middle East and Africa)	153.8	176.4
UK	145.6	163.7
Total operating revenues	1,629.4	1,659.7

~~Table of Contents~~

Money Market Fee Waivers

The company is currently providing voluntary yield support waivers of its revenues on certain money market funds to ensure that they maintain a minimum level of daily net investment income. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, yield support waivers resulted in a reduction of total gross operating revenues of ~~$40.8~~$26.3 million ~~and $111.2 million, respectively~~ (three ~~and nine~~ months ended ~~September 30, 2020: $12.4~~March 31, 2021: $29.0 million ~~and $23.1 million, respectively)~~). A significant portion of our money market AUM arises from the institutional distribution channel, where relationships with our distribution partners allow us to share the waiver impact. Gross waivers are partially offset by a reduction of payments to these intermediaries, which are included in ~~third party~~third-party distribution, service and advisory expenses.

8. COMMON SHARE-BASED COMPENSATION

The company recognized total expenses of ~~$106.0~~$29.5 million and $~~138.2~~38.6 million related to equity-settled common share-based payment transactions in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Movements on common share awards during the periods ended ~~September 30,~~March 31, are detailed below:


		For the nine months ended September 30, 2021			For the nine months ended September 30, 2020		For the three months ended March 31, 2022				For the three months ended March 31, 2021
millions of common shares, except fair values	millions of common shares, except fair values	Time- Vested	Performance- Vested	Weighted Average Grant Date Fair Value ($)	Time- Vested	Performance- Vested		millions of common shares, except fair values	Time- Vested	Performance- Vested	Weighted Average Grant Date Fair Value ($)	Time- Vested	Performance- Vested
Unvested at the beginning of period	Unvested at the beginning of period	18.1	1.6	19.11	18.7	1.1		Unvested at the beginning of period	13.5	1.9	18.88	18.1	1.6
Granted during the period	Granted during the period	3.4	0.6	22.61	8.1	0.9		Granted during the period	3.6	1.0	21.24	3.3	0.6
Forfeited during the period	Forfeited during the period	(0.4)	—	18.84	(0.3)	—		Forfeited during the period	—	(0.1)	19.44	(0.1)	—
Vested and distributed during the period	Vested and distributed during the period	(7.3)	(0.3)	21.48	(7.7)	(0.2)		Vested and distributed during the period	(4.8)	(0.4)	20.35	(6.1)	(0.5)
Unvested at the end of the period	Unvested at the end of the period	13.8	1.9	18.88	18.8	1.8		Unvested at the end of the period	12.3	2.4	19.09	15.2	1.7

The total fair value of common shares that vested during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was $~~182.9~~108.3 million ~~(nine~~(three months ended ~~September 30, 2020: $109.6~~March 31, 2021: $97.4 million). The weighted average grant date fair value of the common share awards that were granted during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$22.61~~$21.24 (~~nine~~three months ended ~~September 30, 2020: $14.08)~~ March 31, 2021: $21.19).

At ~~September 30, 2021,~~March 31, 2022, there was $~~196.6~~234.4 million of total unrecognized compensation cost related to non-vested common share awards; that cost is expected to be recognized over a weighted average period of ~~2.29~~2.67 years.

9. RESTRUCTURING

In 2020, the company initiated a strategic evaluation focusing on four key areas of our expense base: our organizational model, our real estate footprint, management of ~~third party~~third-party spend and technology and operations efficiency.

Restructuring expenses related to the strategic evaluation were ~~$17.9~~$22.3 million ~~and $68.0 million, respectively,~~ for the three ~~and nine~~ months ended ~~September 30, 2021 (three and nine~~March 31, 2022 (three months ended ~~September 30, 2020: $15.3~~ March 31, 2021: $30.0 million). Restructuring expenses are recorded to transaction, integration and restructuring expenses on the Condensed Consolidated Statements of Income.

The company estimates ~~$60 million~~up to ~~$85~~$35 million of remaining restructuring expenses related to the strategic evaluation through the end of 2022, ~~of which approximately 40% will be employee compensation costs with the remainder~~primarily comprised of property, office and technology costs and general and administrative costs. ~~A substantial portion of these expenses will result in future cash expenditures.~~

The following table shows the rollforward of the restructuring liability as of March 31, 2022 and the total restructuring charges ~~as of and~~ for the period ending ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The company recorded the liability to accrued compensation and benefits, and accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

~~Table of Contents~~


$ in millions	Employee Compensation	Other Expenses	Total
Balance as of July 1, 2020	—	—	—
Accrued charges	85.0	9.1	94.1
Payments	(40.5)	(9.1)	(49.6)
Balance as of December 31, 2020	44.5	—	44.5
Accrued charges	63.7	14.3	78.0
Payments	(75.2)	(12.5)	(87.7)
Balance as of December 31, 2021	33.0	1.8	34.8
Accrued charges	1.9	1.8	3.7
Payments	(31.5)	(2.1)	(33.6)
Balance as of March 31, 2022	3.4	1.5	4.9
Non-cash charges (1)
Six months ended December 31, 2020	19.5	5.4	24.9
Twelve months ended December 31, 2021	13.7	8.8	22.5
Three months ended March 31, 2022	3.2	15.4	18.6
Total non-cash charges	36.4	29.6	66.0
Cumulative charges incurred through March 31, 2022	187.0	54.8	241.8

$ in millions Employee
Compensation Other Expenses Total
Balance as of July 1, 2020 — — —
Accrued charges 85.0 9.1 94.1
Payments (40.5) (9.1) (49.6)
Balance as of December 31, 2020 44.5 — 44.5
Accrued charges 19.8 4.1 23.9
Payments (40.2) (1.1) (41.3)
Balance as of March 31, 2021 24.1 3.0 27.1
Accrued charges 12.8 3.1 15.9
Payments (20.4) (4.3) (24.7)
Balance as of June 30, 2021 16.5 1.8 18.3
Accrued charges 7.7 3.9 11.6
Payments (9.2) (2.9) (12.1)
Balance as of September 30, 2021 15.0 2.8 17.8
Non-cash charges (1)
Six months ended December 31, 2020 19.5 5.4 24.9
Nine months ended September 30, 2021 9.7 6.9 16.6
Total non-cash charges 29.2 12.3 41.5
Cumulative charges incurred through September 30, 2021 154.5 32.5 187.0
__________

(1) Non-cash charges include stock-based compensation, accelerated depreciation of certain assets and location strategy ~~costs.~~

costs (including impairment).

10. EARNINGS PER COMMON SHARE

The calculation of earnings per common share is as follows:


		For the three months ended September 30,		For the nine months ended September 30,		For the three months ended March 31,
in millions, except per share data		2021	2020	2021	2020
In millions, except per common share data							In millions, except per common share data	2022	2021
Net income attributable to Invesco Ltd.	Net income attributable to Invesco Ltd.	330.1	191.7	966.2	313.7		Net income attributable to Invesco Ltd.	197.7	267.8

Invesco Ltd:	Invesco Ltd:						Invesco Ltd:
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	463.3	461.1	462.6	459.0		Weighted average common shares outstanding - basic	459.5	461.6
Dilutive effect of non-participating common share-based awards	Dilutive effect of non-participating common share-based awards	2.7	2.4	3.0	3.0		Dilutive effect of non-participating common share-based awards	2.9	3.1
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	466.0	463.5	465.6	462.0		Weighted average common shares outstanding - diluted	462.4	464.7

Earnings per common share:	Earnings per common share:						Earnings per common share:
-basic	-basic	$0.71	$0.42	$2.09	$0.68		-basic	$0.43	$0.58
-diluted	-diluted	$0.71	$0.41	$2.08	$0.68		-diluted	$0.43	$0.58

See Note 8, "Common Share-Based Compensation", for a summary of common share awards outstanding under the company’s common share-based ~~compensation~~payment programs. These programs could result in the issuance of common shares ~~from time to time~~ that would affect the measurement of basic and diluted earnings per common share.

There were no common shares of performance-vested awards excluded from the computation of diluted earnings per common share during the three and nine months ended September 30, 2021, due to their inclusion being anti-dilutive (three and nine months ended September 30, 2020: 0.3 million). There were no common shares of time-vested awards excluded from the computation of diluted earnings per common share during three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020: none).

~~Table of Contents~~

11. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies may arise in the ordinary course of business.

The company has committed to co-invest in certain investment products, which may be called in future periods. At ~~September 30, 2021,~~March 31, 2022, the company’s undrawn co-invest capital commitments were ~~$457.5~~$426.1 million (December 31, ~~2020: $453.5~~2021: $488.8 million).

Certain of our managed investment products have entered into revolving credit facilities with financial institutions. Pursuant to these arrangements, the company provided equity commitments and guarantees to certain of these investment products that are temporary in nature. The revolving credit facilities look first to the respective investment products for repayment and servicing. The company’s equity commitment or guarantee would only be called in the event a particular investment product is unable to meet its obligation. The company believes the likelihood of being required to fund its equity commitments or guarantees under these arrangements to be remote. To date, the company has not been required to fund any equity commitments under these arrangements. The maximum amount of future payments under the commitments is ~~$115~~$355.8 million and under the guarantees is $30 million. The fair value of the guarantee liability is not significant to the consolidated financial statements.

The ~~Parent~~company and various company subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other company subsidiaries. The company would be required to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Pursuant to an agreement entered into at the consummation of the acquisition of OppenheimerFunds, MassMutual, as the holder of seed capital investments in certain funds and accounts included in the acquisition, has the right to redeem its seed capital investments in accordance with an agreed upon schedule. In the event MassMutual exercises its redemption rights and the applicable fund or account is unable to meet such redemption (for example, due to illiquid investments or the need to maintain a level of investment in the fund), the company would be required to fund such redemption to MassMutual and seek reimbursement from the applicable fund or account at a later time when the fund or account is able to fulfill a redemption request. At September 30, 2021, the total amount of remaining seed capital subject to this agreement is approximately $53.6 million. Since December 31, 2020, MassMutual exercised its redemption rights and redeemed a portion of the seed capital per the agreed upon schedule. The company does not anticipate having to fund any material seed capital redemptions subject to this agreement.

Legal Contingencies

The company is from time to time involved in pending or threatened litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit or claim will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages (or merely threatened); the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

In assessing the impact that a legal or regulatory matter will have on the company, management evaluates the need for an accrual on a case-by-case basis. If the likelihood of a loss is deemed probable and is reasonably estimable, the estimated loss is accrued. If the likelihood of a loss is assessed as less than probable, or an amount or range of loss cannot be reasonably estimated, a loss is not accrued. In management’s opinion, adequate accrual has been made as of ~~September 30, 2021~~March 31, 2022 to provide for any such losses that may arise from matters for which the company could reasonably estimate an ~~amount.~~amount and are deemed probable. Management is of the opinion that the ultimate resolution of such claims will not materially affect the company’s business, financial position, results of operation or liquidity. ~~Furthermore, in management’s opinion, it is not possible to estimate a range of reasonably possible losses with respect to other litigation contingencies.~~

The investment management industry also is subject to extensive levels of ongoing regulatory oversight and examination. In the United States, United Kingdom and other jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company’s compliance with applicable laws and regulations. Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company and related entities and individuals in the United States, United Kingdom and other jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of

~~Table of Contents~~

such inquiries and/or litigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

~~OppenheimerFunds acquisition-related matter~~

As previously disclosed by the company, in the fourth quarter of 2019, the company identified an accounting matter which required a restatement of the historical financial statements for the following funds: (1) the Invesco Steelpath MLP Income Fund; (2) the Invesco Steelpath MLP Select 40 Fund; (3) the Invesco Steelpath MLP Alpha Fund; and (4) the Invesco Steelpath MLP Alpha Plus Fund (each a Fund and together the Funds).

~~Remediation payments will be made to certain shareholders of the Funds negatively impacted by the restatement described above. Remediating these matters has, will or may produce the following costs:~~

•~~Costs of processing the restated historical financial statements, and related costs of communicating with present and former Fund shareholders;~~

•~~Costs of reimbursing shareholders for transactions in Fund shares made at incorrect NAVs; and~~

•~~Certain additional costs in connection with these matters.~~

The company expects to bear all or at least some portion of these and other remediation costs. Uncertainties remain as of the date of this report regarding the degree to which the company will ultimately be financially responsible for bearing such costs. The sources of such uncertainties include, among other things, the following:

•The company and/or the Funds may be entitled to seek reimbursement for a portion of such costs under applicable insurance policies (subject to the terms of such policies, including applicable deductibles and policy limits).

•The company acquired sponsorship and management of the Funds as part of its acquisition of OppenheimerFunds. The company may be entitled to seek indemnification for certain of such costs from MassMutual under the OppenheimerFunds acquisition agreement (subject to the terms of such indemnification, including the specified deductible and limit).

The company has substantially completed the process of obtaining fund shareholder information from certain omnibus accounts. Based on this information, we have reduced our estimated liability to $254.3 million (year ended December 31, 2020: $387.8 million), which resulted in a benefit to transaction, integration and restructuring expense of $45.7 million and $131.1 million during the three and nine months ended September 30, 2021, respectively. The estimated liability excludes any amounts that may be recovered through indemnification and insurance recoveries, as well as other remediation costs related to the matter, such as legal and consulting costs, or the costs of communicating with fund shareholders.

The original estimate was based primarily on assumptions around the activity of the underlying fund shareholders in the omnibus accounts. Our analysis of the patterns of actual underlying fund shareholder activity has resulted in a decrease to the estimated liability during the three months ended September 30, 2021. We expect fund shareholder reimbursement payments to be made in the fourth quarter of 2021.

The measurement period for this acquisition closed during the three months ended June 30, 2020; therefore, the adjustments made during the nine months ended September 30, 2021 as well as any further adjustments to the estimate, including any recoveries from insurance or indemnification, are and will be recorded through earnings in transaction, integration and restructuring expense. Remediation costs of $0.9 million and $4.2 million, respectively, have been incurred during the three and nine months ended September 30, 2021 (year ended December 31, 2020: $11.6 million) and recorded as transaction, integration and restructuring expense.

~~Table of Contents~~

12. CONSOLIDATED INVESTMENT PRODUCTS (CIP)

The ~~following table presents the~~ balances related to CIP ~~that~~ are ~~included~~identified on the ~~Condensed~~ Consolidated Balance ~~Sheets as well as Invesco’s net interest in the CIP for each period presented. See~~Sheets. At March 31, 2022, the company’s ~~most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.~~

As of
$ in millions September 30, 2021 December 31, 2020
Cash and cash equivalents of CIP 536.3 301.7
Accounts receivable and other assets of CIP 273.7 175.5
Investments of CIP 8,924.2 7,910.0
Less: Debt of CIP (7,224.5) (6,714.1)
Less: Other liabilities of CIP (864.9) (588.6)
Less: Retained earnings 0.1 0.1
Less: Accumulated other comprehensive income, net of tax — —
Less: Equity attributable to redeemable noncontrolling interests (542.6) (211.8)
Less: Equity attributable to nonredeemable noncontrolling interests (651.1) (446.3)
Invesco’s net interests in CIP 451.2 426.5

net interests in CIP were $463.6 million (December 31, 2021: $461.2 million). The ~~following table reflects the impact of~~ consolidation of investment products ~~into~~did not have a significant impact on net income attributable to the ~~Condensed Consolidated Statements of Income for~~company during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021.

Three months ended September 30, Nine months ended September 30,
$ in millions 2021 2020 2021 2020
Total operating revenues (11.2) (10.4) (31.4) (29.8)
Total operating expenses 9.5 4.4 25.4 22.9
Operating income (20.7) (14.8) (56.8) (52.7)
Equity in earnings of unconsolidated affiliates (25.0) (26.0) (86.5) 10.8
Interest and dividend income — — — (0.3)
Other gains and losses, net 1.8 (5.0) (5.1) 8.4
Interest and dividend income of CIP 79.2 76.3 214.4 241.2
Interest expense of CIP (41.5) (41.8) (120.8) (151.2)
Other gains/(losses) of CIP, net 162.5 64.7 323.3 (61.4)
Income before income taxes 156.3 53.4 268.5 (5.2)
Income tax provision — — — —
Net income 156.3 53.4 268.5 (5.2)
Net (income)/loss attributable to noncontrolling interests in consolidated entities (156.3) (43.8) (268.5) 14.6
Net income attributable to Invesco Ltd. — 9.6 — 9.4

Non-consolidated VIEs

At ~~September 30, 2021,~~March 31, 2022, the company’s carrying value and maximum risk of loss with respect to variable interest entities (VIEs) in which the company is not the primary beneficiary was ~~$168.7~~$90.2 million (December 31, ~~2020: $152.0~~2021: $134.1 million).

~~Table~~Changes to consolidation of ~~Contents~~

~~Balance Sheetinformation - newly consolidated~~ VIEs/VOEs

During the ~~nine~~three months ended ~~September 30, 2021, there were 9 newly~~March 31, 2022, the company invested in and consolidated ~~variable interest entities (VIEs)~~2 new VIEs and 1 new VOE (March 31, 2021: the company invested in and consolidated 5 new VIEs and 3 ~~newly consolidated voting rights entities (VOEs) (September 30, 2020: there were 4 newly consolidated~~new VOEs). Additionally, during the year ended March 31, 2022, the company determined it was no longer the primary beneficiary of 2 VIEs and no newly consolidated VOEs). The table below illustrates the summary balance sheet amounts related to these products before consolidation into the company. The balances below are reflective of the balances existing at the consolidation date after the initial funding of the investments by the company and unrelated third-party investors. The current period activity for the consolidated funds, including the initial funding and subsequent investment of initial cash balances into underlying investments of CIP, is reflected in the company’s Condensed Consolidated Financial Statements.

For the nine months ended September 30, 2021 For the nine months ended September 30, 2020
$ in millions (1)
VIEs VOEs VIEs VOEs
Cash and cash equivalents of CIP 38.5 — 9.1 —
Accounts receivable and other assets of CIP 6.3 1.0 1.2 —
Investments of CIP 492.3 131.4 114.2 —
Total assets 537.1 132.4 124.5 —
Debt of CIP 136.1 — 23.9 —
Other liabilities of CIP 206.6 1.0 89.7 —
Total liabilities 342.7 1.0 113.6 —
Total equity 194.4 131.4 10.9 —
Total liabilities and equity 537.1 132.4 124.5 —

~~__________~~

(1) Certain amounts have been reclassified between line items in this table to properly present balances and do not impact the financial statements or any other disclosures. The revision is not material to the previously issued financial statements.

~~Balance Sheetinformation - deconsolidated VIEs/~~3 VOEs

~~During the nine months ended September 30, 2021,~~ (March 31, 2021: the company determined that it was no longer the primary beneficiary of 5 VIEs and no longer held the majority voting interest in 4 VOEs (September 30, 2020: the company determined that it was no longer the primary beneficiary of 7 VIEs and no longer held the majority voting interest in 113 VOEs). The ~~amounts deconsolidated from~~tables below illustrate the ~~Condensed Consolidated Balance Sheets are illustrated in the table below.~~ net impact of these consolidation changes to our condensed consolidated summary balance sheets.


	For the three months ended March 31, 2022		For the three months ended March 31, 2021
$ in millions (1)	VIEs	VOEs	VIEs	VOEs
Net increase (decrease) in assets of CIP	76.8	(16.2)	(278.6)	105.9
Net increase (decrease) in liabilities of CIP	0.1	—	(17.3)	1.0

There was no net impact to the Condensed Consolidated Statements of Income ~~for~~as a result of new consolidations or deconsolidations of investment products during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020 from the deconsolidation of these investment products.~~

For the nine months ended September 30, 2021 For the nine months ended September 30, 2020
$ in millions (1)
VIEs VOEs VIEs VOEs
Cash and cash equivalents of CIP 6.1 0.1 0.4 0.2
Accounts receivable and other assets of CIP 1.8 0.1 2.8 1.1
Investments of CIP 284.4 27.6 216.9 134.1
Total assets 292.3 27.8 220.1 135.4
Debt of CIP 258.3 — — —
Other liabilities of CIP 17.3 — 2.0 —
Total liabilities 275.6 — 2.0 —
Total equity 16.7 27.8 218.1 135.4
Total liabilities and equity 292.3 27.8 220.1 135.4

~~__________~~

~~Table of Contents~~

March 31, 2021.

The following tables present the fair value hierarchy levels of certain CIP balances which are measured at fair value as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	As of March 31, 2022
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Investments Measured at NAV as a practical expedient
Assets:

Bank loans	6,946.9	—	6,790.3	156.6	—
Bonds	759.0	15.9	743.1	—	—
Equity securities	256.7	137.5	34.3	84.9	—


Equity and fixed income mutual funds	216.9	29.4	187.5	—	—

Investments in other private equity funds	452.9	—	—	6.9	446.0

Real estate investments	412.2	—	—	—	412.2


Total assets at fair value	9,044.6	182.8	7,755.2	248.4	858.2

As of September 30, 2021
$ in millions Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3) Investments Measured at NAV as a practical expedient
Assets:
Bank loans 7,239.3 — 7,239.3 — —
Bonds 667.3 10.1 657.2 — —
Equity securities 367.1 149.2 217.9 — —
Equity and fixed income mutual funds 268.9 0.2 268.7 — —
Investments in other private equity funds 381.6 — 8.1 — 373.5
Total assets at fair value 8,924.2 159.5 8,391.2 — 373.5

As of December 31, 2020
$ in millions Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3) Investments Measured at NAV as a practical expedient
Assets:
Bank loans 6,864.5 — 6,864.5 — —
Bonds 539.0 0.6 538.4 — —
Equity securities 137.2 61.3 75.9 — —
Equity and fixed income mutual funds 103.0 91.2 11.8 — —
Investments in other private equity funds 266.3 — 8.1 — 258.2
Total assets at fair value 7,910.0 153.1 7,498.7 — 258.2

~~The following tables show a reconciliation of the beginning and ending fair value measurements for level 3 assets using significant unobservable inputs:~~


	~~Three months ended September 30, 2020~~	~~Nine months ended September 30, 2020~~
~~$ in millions~~	~~Level 3 Asset~~	~~Level 3 Assets~~
~~Beginning balance~~	—	~~78.6~~






~~Deconsolidation of CIP~~	—	~~(89.4)~~
~~Gains and losses included in the Condensed Consolidated Statements of Income~~	—	~~10.8~~


~~Ending balance~~	—	—


	As of December 31, 2021
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Investments Measured at NAV as a practical expedient
Assets:

Bank loans	7,132.4	—	6,993.6	138.8	—
Bonds	714.9	22.3	692.4	0.2	—
Equity securities	219.1	103.9	29.7	85.5	—


Equity and fixed income mutual funds	243.2	20.1	223.1	—	—

Investments in other private equity funds	454.9	—	—	8.1	446.8

Real estate investments	278.0	—	—	—	278.0


Total assets at fair value	9,042.5	146.3	7,938.8	232.6	724.8

~~The collateral assets held by consolidated CLOs are primarily invested in senior secured bank loans, bonds~~See the company’s most recently filed Form 10-K for additional disclosures on valuation methodology and equity securities. Bank loan investments of $7,225.4 million, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans from a variety of industries, including but not limited to the aerospace and defense, broadcasting, technology, utilities, household products, healthcare, oil and gas and finance industries. Bank loan investments mature at various dates between 2022 and 2029, pay interest at LIBOR plus a spread of up to 12.0% and typically range in S&P credit rating categories from BBB down to unrated. Approximately less than 0.62% of the collateral assets were in default as of September 30, 2021 and 2020. ~~Interest income on bank loans and bonds is recognized based on the unpaid principal balance and stated interest rate of these investments on an accrual basis. At September 30, 2021, the unpaid principal balance exceeds the~~ fair ~~value of the senior secured bank loans and bonds by approximately $84.0 million (December 31, 2020: the unpaid principal balance~~ ~~exceeded~~ the fair value of the senior secured bank loans and bonds by approximately $208.6 million). These investments are accounted for on a one-month lag based on the availability of fund financial information, which means the third quarter fair value reflects a valuation as of August 31, 2021. CLO investments are valued based on price quotations provided by third-party pricing sources. These third-party sources aggregate indicative price quotations to provide the comp~~any with a price for the CLO investments.~~

~~Table of Contents~~

Notes issued by consolidated CLOs mature at various dates between 2030 and 2034 and have a weighted average maturity of 10.72 years. The notes are issued in various tranches with different risk profiles. The interest rates are generally variable rates based on LIBOR plus a pre-defined spread, which varies from 0.40% for the more senior tranches to 8.51% for the more subordinated tranches. The investors in this debt are not affiliated with the company and have no recourse to the general credit of the company for this debt.

The table below summarizes as of September 30, 2021 and December 31, 2020, the nature of investments that are valued using the NAV as a practical expedient and any related liquidation restrictions or other factors which may impact the ultimate value realized. These investments are valued on a three-month lag based on the availability of fund financial information.

September 30, 2021 December 31, 2020
in millions, except term data Fair Value Total Unfunded Commitments
Weighted Average Remaining Term (2)
Fair Value Total Unfunded Commitments
Weighted Average Remaining Term (2)
Private equity funds (1)
$373.5 $53.5 7.1 years $258.2 $110.1 6.7 years

~~____________~~

(1) These investments are not subject to redemption; however, for certain funds, the investors may sell or transfer their interest, which may require approval by the general partner of the underlying funds.

~~(2) These investments are expected to be returned through distributions because of liquidations of the funds’ underlying assets over the weighted average periods indicated.~~value.

13. RELATED PARTIES

~~As a result of the OppenheimerFunds acquisition,~~ MassMutual has an approximate ~~16.4%~~17.5% stake in the common stock of the company and owns all of the outstanding $4.0 billion in perpetual, non-cumulative preferred shares. Based on the level of shares owned by MassMutual and the corresponding customary minority shareholder rights, which includes representation on Invesco’s board of directors, the company considers MassMutual a related party.

Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, “Related Party Disclosures.” Related parties include those defined in the company’s proxy statement.

~~Revenue~~Affiliated operating revenue,which includes investment management fees, service and distribution fees, performance fees and other revenue on the Condensed Consolidated Statements of Income is $1,484.5 million and $1,519.8 million for ~~services provided to related managed funds are as follows:~~

Three months ended September 30, Nine months ended September 30,
$ in millions 2021 2020 2021 2020
Affiliated operating revenues:
Investment management fees 1,156.4 987.2 3,374.7 2,975.2
Service and distribution fees 393.3 338.9 1,139.2 1,004.8
Performance fees — — 5.8 3.4
Other 54.9 46.4 177.0 149.4
Total affiliated operating revenues 1,604.6 1,372.5 4,696.7 4,132.8

~~Receivables~~three months ended March 31, 2022 and ~~Payables with Affiliated entities:~~March 31, 2021 respectively.

Due from affiliates,, which is included within accounts ~~receivables, unsettled fund~~ receivables and other assets on the Condensed Consolidated Balance Sheets is ~~$781.7~~$693.9 million and ~~$612.0~~$681.4 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 respectively, primarily comprised of receivables from affiliated Invesco funds, accrued income and other receivable balances from affiliates.

Due to affiliates,, which is included within accounts payable and accrued compensation ~~and unsettled fund payables~~ on the Condensed Consolidated Balance Sheets is ~~$330.4~~$195.0 million and ~~$171.6~~$146.5 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, primarily comprised of payables to affiliated Invesco funds and other payables to all related parties, which mostly include balances due to employees (i.e., deferred compensation liabilities, vacation accruals, bonus accrual, etc.) and ~~other balances include~~ defined benefit ~~obligations and deferred carried interest.~~pension obligations.

~~Table of Contents~~

Refer to Note 2, "Fair Value of Assets and Liabilities" and Note 3, "Investments" for more information on balances invested in Invesco affiliated funds.

14. SUBSEQUENT EVENTS

On ~~October~~April 26, ~~2021,~~2022, the company announced a ~~third~~first quarter ~~2021~~2022 dividend of ~~$0.17~~$0.1875 per common share, payable on ~~December~~June 2, ~~2021,~~2022, to common shareholders of record at the close of business on ~~November 12, 2021~~May 10, 2022 with an ex-dividend date of ~~November 10, 2021.~~May 9, 2022.

On ~~October~~April 26, ~~2021,~~2022, the company declared a preferred dividend of $14.75 per share representing the period from ~~September~~March 1, ~~2021~~2022 through ~~November 30, 2021.~~May 31, 2022. The preferred dividend is payable on ~~December~~June 1, ~~2021~~2022 to preferred shareholders of record at the close of business on ~~November 15, 2021.~~May 16, 2022.

2517

~~Table of Contents~~

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

Forward-Looking Statements

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 United States securities laws. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, geopolitical events and the COVID-19 pandemic 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 and other aspects of our business or general economic conditions. In addition, 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.

Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in this Report and our most recent Form 10-K and Forms 10-Q filed with the Securities and Exchange Commission (SEC).

You may obtain these reports from the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update the information in any public disclosure if any forward-looking statement later turns out to be inaccurate.

References

In this Report, unless otherwise specified, the terms “we,” “our,” “us,” “company,” “firm,” “Invesco,” and “Invesco Ltd.” refer to Invesco Ltd., a company incorporated in Bermuda, and its subsidiaries.

Executive Overview

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 supplements and should be read in conjunction with the Condensed Consolidated Financial Statements of Invesco Ltd. and its subsidiaries and the notes thereto contained elsewhere in this Report.

The table below summarizes returns based on price appreciation/(depreciation) of several major market indices for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


		Index expressed in currency	Three months ended September 30,				Nine months ended September 30,			Index expressed in currency		Three months ended March 31,
Equity Index	Equity Index		2021		2020			2021				2020	Equity Index	Index expressed in currency	2022		2021
S&P 500	S&P 500	U.S. Dollar	0.2	%	8.5	%		14.7	%		4.1	%	S&P 500		(5.0)	%	5.8	%
FTSE 100	FTSE 100	British Pound	0.7	%	(4.9)	%		9.7	%		(22.2)	%	FTSE 100	British Pound	1.8	%	3.9	%
FTSE 100	FTSE 100	U.S. Dollar	(1.8)	%	(0.8)	%		8.2	%		(24.3)	%	FTSE 100	U.S. Dollar	(1.2)	%	5.1	%
Nikkei 225	Nikkei 225	Japanese Yen	2.3	%	4.0	%		7.3	%		(2.0)	%	Nikkei 225	Japanese Yen	(3.4)	%	6.3	%
Nikkei 225	Nikkei 225	U.S. Dollar	2.0	%	6.3	%		(0.6)	%		1.1	%	Nikkei 225	U.S. Dollar	(8.4)	%	(0.8)	%
MSCI Emerging Markets	MSCI Emerging Markets	U.S. Dollar	(8.8)	%	8.7	%		(3.0)	%		(2.9)	%	MSCI Emerging Markets	U.S. Dollar	(7.3)	%	2.0	%
Bond Index	Bond Index												Bond Index
Barclays U.S. Aggregate Bond	Barclays U.S. Aggregate Bond	U.S. Dollar	0.1	%	0.6	%		(1.6)	%		6.8	%	Barclays U.S. Aggregate Bond	U.S. Dollar	(5.9)	%	(3.4)	%

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 below.

Our revenues are directly influenced by the level and composition of our AUM. As a significant proportion of our AUM is based outside of the U.S., changes in foreign exchange rates result in a change to the mix of U.S. Dollar denominated AUM with AUM denominated in other currencies. As fee rates differ across geographic locations, changes to exchange rates have an

~~Table of Contents~~

impact on the net revenue yields. Changes in our AUM mix also significantly impact our net revenue yield. Passive AUM generally earn a lower effective fee rate than active asset classes, and changes in the mix of products therefore have an impact on our net revenue yield. At the industry level, investors continue to shift towards passive products and away from active, and Invesco is able to participate in this trend due to the breadth, strength and diversified nature of our business. Therefore, movements in global capital market levels, net new business 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.

Invesco benefits from our long-term efforts to ensure a diversified base of AUM. One of Invesco's core strengths, and a key differentiator for the company within the industry, is our broad diversification across client domiciles, asset classes and distribution channels. Our geographic diversification recognizes growth opportunities in different parts of the world. This broad

diversification mitigates the impact on Invesco of different market cycles and enables the company to take advantage of growth opportunities in various markets and channels.

Update on significant events and transactions

We remain highly focused on our capital management and believe we are making solid progress in our efforts to build financial flexibility. On April 6, 2022, we announced that we will redeem the $600 million senior notes due in November 2022 on May 6, 2022, consistent with our commitment to improve our leverage profile. We remain committed to a sustainable dividend policy and to returning capital to shareholders through a combination of modestly increasing dividends and share repurchases. As a result of our progress, the Board approved a 10% increase in our dividend to $0.1875 per share beginning with the dividend that will be paid in the second quarter of 2022. During the first quarter of 2022, the company repurchased $200 million (8.9 million shares) of common stock in the open market.

As previously disclosed, we ~~are undertaking~~have undertaken a strategic evaluation of our business focusing on four key areas of our expense base: our organizational model, our real estate footprint, management of ~~third party~~third-party spend and technology and operations efficiency. Through this evaluation, we have invested and will continue to invest in key areas of growth aligned with our strategic plan, including ETFs, Fixed Income, China, Solutions, Alternatives and Global Equities, which has had a positive impact on the results for the ~~quarter.~~year. This helped us achieve ~~five~~seven straight quarters of net long-term inflows across a variety of products.

While investing in key areas of growth, we plan to create permanent annual net operating expense improvements of $200 million. A significant element of the savings will be generated from realigning our workforce to support key areas of growth, as well as repositioning some of our workforce to lower cost locations. ~~We expect to modestly exceed our cumulative 2021 targeted savings~~In the first quarter of ~~$150 million. In 2021 to date,~~2022, we realized ~~$118~~$26 million in annualized savings, which when combined with the ~~$30~~$167 million in annualized savings realized in 2020 and 2021, results in ~~$148~~$193 million, or ~~74%~~96%, of our $200 million net savings expectation. The remainder of our net savings is expected to be realized by the end of the year. Remaining restructuring costs related to the strategic evaluation are estimated to be ~~in a range of $60 million~~up to ~~$85~~$35 million through the end of ~~2022, with $187 million incurred since we began the strategic evaluation.~~2022.

~~We remain highly focused on~~The Russia/Ukraine conflict has created a somber humanitarian crisis and has disrupted markets worldwide. Throughout the crisis we have been dedicated to supporting our ~~capital management~~clients in this period of uncertainty and market volatility. We believe we are ~~making solid progress~~ in full compliance with all applicable sanctions. Our overall exposure to Russian securities is limited, and we do not expect a material impact to our ~~efforts to build~~ financial flexibility. Our revolver balance was zero as of September 30, 2021, consistent with our commitment to improve our leverage profile. We remain committed to a sustainable dividend policy and to returning capital to shareholders longer term through a combination of modestly increasing dividends and share repurchases.

In April 2021, we announced plans to transition to State Street’s Alpha platform, an asset servicing platform that will integrate front, middle and back office investment services. The migration to Alpha is expected to simplify Invesco’s investment infrastructure to improve scale, reduce risk and improve operating efficiency, allowing Invesco to create a global operating model that will standardize and streamline its investment operations. The integration began in the second quarter of 2021, with completion in 2024.

On May 24, 2019, the company completed the acquisition of OppenheimerFunds, an investment management subsidiary of MassMutual. As part of the acquisition, the company acquired the management contracts of the SteelPath-branded MLP funds and became the Adviser to the funds. In 2019, the company identified an accounting matter related to the funds’ financial statements and in 2020 concluded that it was probable that the company would incur at least some costs associated with the matter. The company has substantially completed the process of obtaining investor information from certain omnibus accounts. Based on the information that is currently available, we have reduced our estimated liability to $254.3 million, which resulted in a benefit to expense of $131.1 million recorded in transaction, integration and restructuring expense for the nine months ended September 30, 2021. The estimated liability excludes any amounts that may be recovered through indemnification and insurance recoveries, as well as other remediation costs related to the matter, such as legal and consulting costs, or the costs of communicating with fund shareholders. We expect fund shareholder reimbursement payments to be made in the fourth quarter of 2021. See Note 11, "Commitments and Contingencies," for additional details regarding the accounting matter.

~~Table of Contents~~

~~Managing our business and meeting client needs through COVID-19~~results.

Invesco is committed to helping our employees, our clients and our communities navigate the challenges presented by the continued impacts of COVID-19. ~~The primary focus~~With restrictions and COVID-19 cases easing in many parts of the world, a number of our ~~efforts is~~offices have started to ~~ensure the health and safety~~re-open. As we transition to “new normal” ways of working in a post-COVID-19 world, our employees while preserving our ability to serve clients and manage assets in a highly dynamic market environment. As always, we are committed to helping our clients achieve their investment objectives through disciplined long-term investing. To this end, we continue to proactively engage with our clients, primarily virtually, to help them better navigate market uncertainty by providing thought leadership and other value-added services.

~~Our portfolio managers, research analysts and traders are also successfully~~will either be working in-office, working remotely or in secure locations with access to all systems necessary to do their jobs and an ability to connect with their teams in managing client assets. Additionally, our operational, control and support teams are primarily(for the significant majority of employees) working in a ~~remote environment. In light~~hybrid of ~~the remote working environment, we continue to assess and enhance our business continuity plans as well as our internal controls with appropriate adjustments made to address the environment.~~

these two models. Looking ahead, we will balance our employees’ desire for increased flexibility with the needs of our clients and our business as we define our approach to transitioning to “new normal” ways of working in a post-COVID-19 world. The vast majority of employees will be working in their assigned office location at least part of the time and will either be working in-office, working remotely or working in a hybrid of these two models. Decisions regarding office location and flexibility are supported by internal research focused on the needs of our employees and clients.business. This ~~overall,~~ thoughtful and coordinated approach helps ensure our ability to continue to meet the needs of our clients ~~as well as~~and our employees.

~~Other External Factors Impacting Invesco~~

Investment exposure to the London Interbank Offered Rate (LIBOR)-based interest rates could impact our client portfolios. The UK Financial Conduct Authority (FCA), which regulates LIBOR, noted in a March 5, 2021 announcement that December 31, 2021 will be the cessation date for all tenors of GBP LIBOR, JPY LIBOR, CHF LIBOR and 1-week & 2-month tenors of USD LIBOR. The FCA also set June 30, 2023 as the cessation date for the other five tenors (overnight, 1-month, 3-month, 6-month and 12-month) of USD LIBOR. Additionally, this FCA announcement constitutes an index cessation event under the International Swaps and Derivatives Association Inc.’s (ISDA) IBOR Fallbacks Supplement and the ISDA 2020 IBOR Fallbacks Protocol, as well as the Alternative Reference Rate Committee’s fallback language for non-consumer cash products, giving the market clarity on the spread adjustments to alternative reference rate-based fallbacks for all EUR, CHF, GBP, JPY and USD LIBOR settings.

Invesco, similar to the broader industry, is transitioning its corporate and investment exposure away from LIBOR to alternative risk-free rates according to regulator and working group defined timelines and guidance. Invesco continues to actively monitor its portfolios holding LIBOR based instruments and ~~adjust~~strategies utilizing LIBOR as a benchmark and/or performance target and remediate as necessary.

Regarding operational readiness, Invesco has implemented a number of process and system enhancements to support the remediation of legacy LIBOR instruments as well as trading of new alternative risk-free rates-linked instruments. The company continues to engage external service providers and technology vendors to validate whether they can support transition activities and requirements, including processing of fallback language following the applicable LIBOR cessation dates. Invesco continues to monitor overall industry transition progress and completes ongoing analysis of the suitability of alternative risk-free rates in executing Invesco’s LIBOR transition ~~strategy and timeline as necessary. The~~plan. Despite the company’s preparations, the discontinuance of LIBOR may adversely affect the amount of interest or other amounts payable or receivable on certain portfolio investments. These changes may also impact the market liquidity and market value of these portfolio investments. Invesco continues to reassess exposure in relation to funds holding LIBOR-based instruments and funds utilizing LIBOR as a benchmark and/or performance target and remediate as necessary. Invesco continues to monitor overall industry transition progress and completes ongoing analysis of the suitability of alternative risk-free rates in executing Invesco’s LIBOR transition plan.

Presentation of Management’s Discussion and Analysis of Financial Condition and Results of Operations - Impact of Consolidated Investment Products

The company provides investment management services to, and has transactions with, various retail mutual funds and similar entities, private equity, real estate, fund-of-funds, collateralized loan obligation products (CLOs) and other investment entities sponsored by the company for the investment of client assets in the normal course of business. The company serves as the investment manager, making day-to-day investment decisions concerning the assets ~~of the~~owned by these products. Investment products that are consolidated are referred to in this Form 10-Q (Report) as consolidated investment products (CIP). The company’s economic risk with respect to each investment in CIP is limited to its equity ownership and any uncollected management and performance fees. See also Note 12, "Consolidated Investment Products", for additional information regarding the impact of the consolidation of managed funds.

The majority of the company’s CIP balances are CLO-related. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company’s direct investments in, and management and performance fees generated from,

~~Table of Contents~~

the CLOs. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be company assets. Likewise, the investors in the CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. The company therefore does not consider this debt to be a company liability.

The impact of CIP is so significant to the presentation of the company’s Condensed Consolidated Financial Statements that the company has elected to deconsolidate these products in its non-GAAP disclosures ~~among~~(among other ~~adjustments.~~adjustments). See Schedule of Non-GAAP Information for additional information regarding these adjustments. The following discussion therefore combines the results presented under U.S. generally accepted accounting principles (U.S. GAAP) with the company’s non-GAAP presentation. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains four distinct sections, which follow the ~~AUM~~Assets Under Management discussion:

•Results of Operations (three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to three ~~and nine~~ months ended ~~September 30, 2020)~~March 31, 2021);

•Schedule of Non-GAAP Information;

•Balance Sheet Discussion; and

•Liquidity and Capital Resources.

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 further 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.

2920

~~Table of Contents~~

Summary Operating Information

Summary operating information is presented in the table below:


$ in millions, other than per common share amounts, operating margins and AUM	$ in millions, other than per common share amounts, operating margins and AUM	Three months ended September 30,				Nine months ended September 30,				$ in millions, other than per common share amounts, operating margins and AUM	Three months ended March 31,
U.S. GAAP Financial Measures Summary	U.S. GAAP Financial Measures Summary	2021		2020		2021		2020		U.S. GAAP Financial Measures Summary	2022		2021
Operating revenues	Operating revenues	1,750.0		1,497.6		5,131.1		4,515.5		Operating revenues	1,629.4		1,659.7
Operating income	Operating income	463.8		268.5		1,279.0		702.6		Operating income	377.7		344.3
Operating margin	Operating margin	26.5	%	17.9	%	24.9	%	15.6	%	Operating margin	23.2	%	20.7	%
Net income attributable to Invesco Ltd.	Net income attributable to Invesco Ltd.	330.1		191.7		966.2		313.7		Net income attributable to Invesco Ltd.	197.7		267.8
Diluted EPS	Diluted EPS	0.71		0.41		2.08		0.68		Diluted EPS	0.43		0.58

Non-GAAP Financial Measures Summary	Non-GAAP Financial Measures Summary									Non-GAAP Financial Measures Summary
Net revenues (1)	Net revenues (1)	1,333.5		1,092.5		3,887.4		3,272.6		Net revenues (1)	1,252.4		1,251.0
Adjusted operating income (2)	Adjusted operating income (2)	561.6		406.7		1,605.1		1,179.1		Adjusted operating income (2)	494.6		503.0
Adjusted operating margin (2)	Adjusted operating margin (2)	42.1	%	37.2	%	41.3	%	36.0	%	Adjusted operating margin (2)	39.5	%	40.2	%
Adjusted net income attributable to Invesco Ltd. (3)	Adjusted net income attributable to Invesco Ltd. (3)	358.6		244.0		1,039.9		559.0		Adjusted net income attributable to Invesco Ltd. (3)	259.3		316.6
Adjusted diluted EPS (3)	Adjusted diluted EPS (3)	0.77		0.53		2.23		1.21		Adjusted diluted EPS (3)	0.56		0.68

Assets Under Management	Assets Under Management									Assets Under Management
Ending AUM (billions)	Ending AUM (billions)	1,528.6		1,218.2		1,528.6		1,218.2		Ending AUM (billions)	1,555.9		1,404.1
Average AUM (billions)	Average AUM (billions)	1,540.5		1,206.2		1,471.9		1,167.1		Average AUM (billions)	1,545.1		1,395.1

_________

(1)Net revenues is a non-GAAP financial measure. Net revenues are operating revenues plus the net revenues of our Great Wall joint venture; less pass-through revenue adjustments to investment management fees, service and distribution fees and other; plus management and performance fees earned from CIP. See "Schedule of Non-GAAP Information" for the reconciliation of operating revenues to net revenues.

(2)Adjusted operating income and adjusted operating margin are non-GAAP financial measures. Adjusted operating margin is adjusted operating income divided by net revenues. Adjusted operating income includes operating income plus the net operating income of our Great Wall joint venture ~~investments,~~plus or minus adjustments to remove the operating income impact of ~~the consolidation of investment products,~~CIP, transaction, integration and restructuring adjustments, ~~adjustments for~~ amortization of intangibles, compensation expense related to market valuation changes in deferred compensation plans and other reconciling items. See "Schedule of Non-GAAP Information," for the reconciliation of operating income to adjusted operating income.

(3)Adjusted net income attributable to Invesco Ltd. and adjusted diluted EPS are non-GAAP financial measures. Adjusted net income attributable to Invesco Ltd. is net income attributable to Invesco Ltd. adjusted to exclude the net income of CIP, transaction, integration and restructuring adjustments, ~~adjustments for~~ amortization of intangibles ~~adjustments~~adjusted for the tax benefits resulting from tax amortization of goodwill and ~~indefinite-lived~~ intangible assets, the net income impact of deferred compensation plans and other reconciling items. Adjustments made to net income attributable to Invesco Ltd. are tax-affected in arriving at adjusted net income attributable to Invesco Ltd. By calculation, adjusted diluted EPS is adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common shares outstanding (for diluted EPS). See "Schedule of Non-GAAP Information," for the reconciliation of net income attributable to Invesco Ltd. to adjusted net income attributable to Invesco Ltd.

~~Table of Contents~~

Investment Capabilities Performance Overview

Invesco’s first strategic priority is to achieve strong investment performance over the long-term for our clients. The table below presents the one-, three-, five-, and ten-year performance of our actively managed investment products measured by the percentage of AUM ahead of benchmark and AUM in the top half of peer group (1).


		Benchmark Comparison								Peer Group Comparison									Benchmark Comparison								Peer Group Comparison
		% of AUM In Top Half of Benchmark								% of AUM in Top Half of Peer Group									% of AUM In Top Half of Benchmark								% of AUM in Top Half of Peer Group
		1yr		3yr		5yr		10yr		1yr		3yr		5yr		10yr			1yr		3yr		5yr		10yr		1yr		3yr		5yr		10yr
Equities (2)	Equities (2)																	Equities (2)
U.S. Core (4%)	U.S. Core (4%)	16	%	18	%	14	%	14	%	5	%	18	%	13	%	1	%	U.S. Core (4%)	38	%	19	%	14	%	14	%	29	%	18	%	14	%	—	%
U.S. Growth (7%)		57	%	45	%	52	%	52	%	47	%	100	%	88	%	52	%
U.S. Growth (6%)																		U.S. Growth (6%)	10	%	43	%	43	%	43	%	41	%	84	%	28	%	50	%
U.S. Value (7%)	U.S. Value (7%)	56	%	7	%	51	%	50	%	57	%	6	%	35	%	33	%	U.S. Value (7%)	92	%	54	%	54	%	54	%	63	%	55	%	40	%	50	%
Sector (2%)	Sector (2%)	20	%	67	%	96	%	81	%	64	%	65	%	64	%	65	%	Sector (2%)	29	%	1	%	23	%	60	%	63	%	62	%	61	%	61	%
UK (1%)		31	%	29	%	35	%	42	%	25	%	28	%	23	%	28	%
UK (2%)																		UK (2%)	35	%	39	%	43	%	45	%	100	%	30	%	35	%	42	%
Canadian (<1%)	Canadian (<1%)	76	%	64	%	64	%	35	%	76	%	64	%	41	%	35	%	Canadian (<1%)	77	%	77	%	65	%	37	%	65	%	77	%	65	%	37	%
Asian (3%)	Asian (3%)	44	%	77	%	84	%	94	%	15	%	33	%	54	%	71	%	Asian (3%)	48	%	57	%	85	%	90	%	26	%	22	%	64	%	86	%
Continental European (2%)	Continental European (2%)	78	%	11	%	18	%	90	%	69	%	6	%	26	%	56	%	Continental European (2%)	29	%	16	%	8	%	91	%	49	%	7	%	16	%	83	%
Global (7%)		79	%	58	%	80	%	80	%	62	%	13	%	81	%	89	%
Global Ex U.S. and Emerging Markets (13%)		16	%	90	%	88	%	90	%	16	%	77	%	68	%	71	%
Global (6%)																		Global (6%)	9	%	17	%	55	%	80	%	10	%	8	%	3	%	32	%
Global Ex U.S. and Emerging Markets (10%)																		Global Ex U.S. and Emerging Markets (10%)	1	%	28	%	29	%	99	%	10	%	1	%	11	%	12	%
Fixed Income (2)	Fixed Income (2)																	Fixed Income (2)
Money Market (17%)		94	%	99	%	99	%	100	%	78	%	77	%	78	%	99	%
U.S. Fixed Income (12%)		96	%	87	%	95	%	95	%	88	%	83	%	90	%	91	%
Global Fixed Income (5%)		90	%	84	%	95	%	98	%	64	%	71	%	80	%	85	%
Money Market (21%)																		Money Market (21%)	90	%	96	%	97	%	100	%	78	%	79	%	79	%	98	%
U.S. Fixed Income (11%)																		U.S. Fixed Income (11%)	66	%	84	%	96	%	96	%	56	%	87	%	90	%	92	%
Global Fixed Income (7%)																		Global Fixed Income (7%)	56	%	88	%	89	%	97	%	63	%	76	%	80	%	83	%
Stable Value (5%)	Stable Value (5%)	100	%	100	%	100	%	100	%	97	%	97	%	100	%	100	%	Stable Value (5%)	100	%	100	%	100	%	100	%	97	%	97	%	96	%	100	%
Other (2)	Other (2)																	Other (2)
Alternatives (7%)	Alternatives (7%)	75	%	48	%	51	%	41	%	61	%	51	%	47	%	46	%	Alternatives (7%)	79	%	38	%	40	%	44	%	54	%	40	%	39	%	46	%
Balanced (8%)		67	%	90	%	64	%	66	%	59	%	58	%	90	%	94	%
Balanced (7%)																		Balanced (7%)	39	%	64	%	60	%	62	%	66	%	64	%	87	%	94	%

_________

(1) Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, unit investment trusts, fund of funds with component funds managed by Invesco, stable value building block funds and CDOs. Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These results are preliminary and subject to revision.

Data as of ~~September 30, 2021.~~March 31, 2022. AUM measured in the one, three, five and ten year quartile rankings represents ~~50%~~47%, ~~49%~~46%, ~~48%~~45% and ~~43%~~41% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one, three, five and ten year basis represents ~~61%~~58%, ~~59%~~56%, ~~57%~~55% and ~~52%~~50% of total Invesco AUM. Peer group rankings are sourced from a widely-used third party ranking agency in each fund’s market (e.g., 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.

(2) Numbers in parenthesis reflect AUM for each investment product (see Note above for exclusions) as a percentage of the total AUM for the ~~5 year~~five-year peer group ($~~730.4~~705.1 billion).

3122

~~Table of Contents~~

Assets Under Management ~~movements for the three and nine months ended September 30, 2021 compared with the three and nine months ended September 30, 2020~~

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

Non-management fee earning AUM includes non-management fee earning ETFs, UIT 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 can have a significant impact on overall net revenue yield.

The AUM tables and the discussion below refer to certain AUM as long-term. Long-term inflows and the underlying reasons for the movements in this line item include investments from new clients, existing clients adding new accounts/funds or contributions/subscriptions into existing accounts/funds. Long-term outflows reflect client redemptions from accounts/funds and include the return of invested capital on the maturity. We present net flows into money market funds separately because shareholders of those funds typically use them as short-term funding vehicles and ~~because their~~the flows are particularly sensitive to short-term interest rate movements.

Changes in AUM were as follows:


		For the three months ended September 30,							For the three months ended March 31,
		2021			2020				2022			2021
$ in billions	$ in billions	Total AUM	Active	Passive	Total AUM	Active	Passive	$ in billions	Total AUM	Active	Passive	Total AUM	Active	Passive
June 30		1,525.0	1,066.0	459.0	1,145.2	863.5	281.7
December 31								December 31	1,610.9	1,082.5	528.4	1,349.9	979.3	370.6
Long-term inflows	Long-term inflows	91.7	60.3	31.4	71.9	50.0	21.9	Long-term inflows	106.3	61.7	44.6	120.2	76.3	43.9
Long-term outflows	Long-term outflows	(78.4)	(53.5)	(24.9)	(64.1)	(48.2)	(15.9)	Long-term outflows	(89.1)	(60.9)	(28.2)	(95.7)	(68.8)	(26.9)
Net long-term flows	Net long-term flows	13.3	6.8	6.5	7.8	1.8	6.0	Net long-term flows	17.2	0.8	16.4	24.5	7.5	17.0
Net flows in non-management fee earning AUM	Net flows in non-management fee earning AUM	5.5	—	5.5	7.0	—	7.0	Net flows in non-management fee earning AUM	(1.0)	—	(1.0)	0.1	—	0.1
Net flows in money market funds	Net flows in money market funds	2.6	2.6	—	(3.5)	(3.5)	—	Net flows in money market funds	12.8	12.8	—	7.3	7.3	—
Total net flows	Total net flows	21.4	9.4	12.0	11.3	(1.7)	13.0	Total net flows	29.0	13.6	15.4	31.9	14.8	17.1
Reinvested distributions	Reinvested distributions	0.8	0.8	—	1.0	1.0	—	Reinvested distributions	0.8	0.8	—	0.9	0.9	—
Market gains and losses	Market gains and losses	(14.6)	(13.1)	(1.5)	53.0	30.0	23.0	Market gains and losses	(80.9)	(50.0)	(30.9)	24.6	14.2	10.4

Foreign currency translation	Foreign currency translation	(4.0)	(3.1)	(0.9)	7.7	7.4	0.3	Foreign currency translation	(3.9)	(4.2)	0.3	(3.2)	(2.9)	(0.3)
September 30		1,528.6	1,060.0	468.6	1,218.2	900.2	318.0
March 31								March 31	1,555.9	1,042.7	513.2	1,404.1	1,006.3	397.8
Average AUM	Average AUM							Average AUM
Average long-term AUM	Average long-term AUM	1,203.6	930.5	273.1	956.3	786.9	169.4	Average long-term AUM	1,187.7	895.6	292.1	1,110.3	892.7	217.6
Average AUM	Average AUM	1,540.5	1,065.6	474.9	1,206.2	898.5	307.7	Average AUM	1,545.1	1,050.0	495.1	1,395.1	1,008.4	386.7
Revenue yield
Gross revenue yield on AUM (1)		48.1	61.8	20.0	51.9	63.3	20.5
Gross revenue yield on AUM before performance fees (1)		48.0	61.6	20.0	51.9	63.3	20.5
Net revenue yield on AUM (2)		34.6	44.7	12.1	36.2	44.8	11.4
Net revenue yield on AUM before performance fees (2)		34.4	44.3	12.1	36.0	44.4	11.4
Average QQQ AUM								Average QQQ AUM	189.0	N/A	189.0	153.1	N/A	153.1


	For the three months ended March 31,
	2022	2021
Revenue yield (bps) (1)
U.S. GAAP Gross revenue yield	45.1	50.4
Net revenue yield ex performance fees ex QQQ	36.6	40.1
Active net revenue yield ex performance fees	41.9	44.5
Passive net revenue yield ex QQQ	18.4	20.7

3223

~~Table of Contents~~

For the nine months ended September 30,
2021 2020
$ in billions Total AUM Active Passive Total AUM Active Passive
December 31 1,349.9 979.3 370.6 1,226.2 929.2 297.0
Long-term inflows 326.3 197.7 128.6 219.3 147.0 72.3
Long-term outflows (257.4) (181.3) (76.1) (244.8) (179.2) (65.6)
Net long-term flows 68.9 16.4 52.5 (25.5) (32.2) 6.7
Net flows in non-management fee earning AUM 8.1 — 8.1 (11.0) — (11.0)
Net flows in money market funds 29.7 29.7 — 16.2 16.2 —
Total net flows 106.7 46.1 60.6 (20.3) (16.0) (4.3)
Reinvested distributions 2.6 2.6 — 3.9 3.9 —
Market gains and losses 75.6 36.4 39.2 8.0 (17.2) 25.2
Foreign currency translation (6.2) (4.4) (1.8) 0.4 0.3 0.1
September 30 1,528.6 1,060.0 468.6 1,218.2 900.2 318.0
Average AUM
Average long-term AUM 1,162.6 914.9 247.7 930.3 769.4 160.8
Average AUM 1,471.9 1,041.0 430.9 1,167.1 878.9 288.2
Revenue yield
Gross revenue yield on AUM (1)
49.2 62.0 20.7 53.7 64.9 21.4
Gross revenue yield on AUM before performance fees (1)
49.0 61.7 20.7 53.6 64.8 21.4
Net revenue yield on AUM (2)
35.2 44.6 12.6 37.4 45.6 12.2
Net revenue yield on AUM before performance fees (2)
34.9 44.2 12.6 37.1 45.3 12.2
___________

(1) U.S. GAAP gross revenue yield is not considered a meaningful effective fee rate measure. Gross revenue yield on AUM is equal to U.S. GAAP annualized total operating revenues divided by average AUM, excluding Invesco Great Wall ~~AUM.~~(IGW) AUM. The average AUM for ~~Invesco Great Wall~~IGW in the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 was ~~$85.5~~$99.3 billion ~~and $81.1 billion~~ (three ~~and nine~~ months ended ~~September 30, 2020:~~ March 31, 2021: $76.6 billion). It~~$51.0 billion~~ ~~and~~ ~~$46.5 billion~~). It is appropriate to exclude the average AUM of ~~Invesco Great Wall for purposes of computing gross revenue yield on AUM, because~~IGW as the revenues resulting from these AUM are not presented in our operating revenues. Under U.S. GAAP, our share of the net income of Invesco Great Wall Fund Management Company (“Invesco Great Wall”) is recorded as equity in earnings of unconsolidated affiliates on our Condensed Consolidated Statements of Income. Gross revenue yield, the most comparable U.S. GAAP-based measure to net revenue yield,This ratio is not ~~considered~~ a ~~meaningful effective fee rate measure. Additionally,~~good measure because the numerator of the U.S. GAAP gross revenue yield ~~measure, operating revenues,~~ excludes the management fees earned from CIP; however, the denominator of the measure includes the AUM of these investment products. ~~Therefore, the gross revenue yield measure is not considered representative of the company’s effective fee rate from AUM.~~

~~(2)~~ Net revenue yield ~~on AUM is equal to annualized~~metrics include the net revenues ~~divided by~~and average ~~AUM.~~AUM of IGW and CIP. See “Schedule of Non-GAAP Information” for a reconciliation of operating revenues to net revenues.

Flows

There are numerous drivers of AUM inflows and outflows, including individual investor decisions to change investment preferences, fiduciaries and other gatekeepers making broad asset allocation decisions on behalf of their clients and reallocation of investments within portfolios. We are not a party to these asset allocation decisions, as the company does not generally have access to the underlying investor’s decision-making process, including their risk appetite or liquidity needs. Therefore, the company is not in a position to provide meaningful information regarding the drivers of inflows and outflows.

Average AUM during the three months ended ~~September 30, 2021~~March 31, 2022 were ~~$1,540.5~~$1,545.1 billion, ~~comp~~com~~ared~~pared to ~~$1,206.2~~$1,395.1 billion for the three months ended ~~September 30, 2020. Average AUM during the nine months ended September 30, 2021 were $1,471.9 billion, compared to $1,167.1 billion for the nine months ended September 30, 2020.~~March 31, 2021.

~~Table of Contents~~

Market Returns

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, 2021~~March 31, 2022 and ~~2020.~~2021.

Foreign Exchange Rates

During the three months ended ~~September 30, 2021,~~March 31, 2022, we experienced a decrease in AUM of ~~$4.0~~$3.9 billion due to changes in foreign exchange rates. In the three months ended ~~September 30, 2020,~~March 31, 2021, AUM ~~increased~~decreased by $7.7 billion due to foreign exchange rate changes. During the nine months ended September 30, 2021, we experienced decreases in AUM of $6.2 billion due to changes in foreign exchange rates. In the nine months ended September 30, 2020, AUM increased by $0.4$3.2 billion due to foreign exchange rate changes.

~~Revenue Yield~~

As a significant proportion of our AUM is based outside of the U.S., changes in foreign exchange rates result in a change to the mix of U.S. Dollar denominated AUM with AUM denominated in other currencies. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields. Changes in our AUM mix also significantly impact our net revenue yield. Passive AUM generally earn a lower effective fee rate than active asset classes, and changes in the mix of products therefore have an impact on our net revenue yield. At the industry level, investors continue to shift towards passive products and away from active, and Invesco is able to participate in this trend due to the breadth, strength and diversified nature of our business.

In the three months ended September 30, 2021, net revenue yield was 34.6 basis points compared to 36.2 basis points in the three months ended September 30, 2020, a decrease of 1.6 basis points. In the nine months ended September 30, 2021, net revenue yield was 35.2 basis points compared to 37.4 basis points in the nine months ended September 30, 2020, a decrease of 2.2 basis points.

Net revenue yield has declined as a result of shifts in the AUM mix towards passive, lower-fee products. As passive products generally have lower fees than active products, the AUM shift towards passive has contributed to the declining net revenue yield. At September 30, 2021, passive AUM were $468.6 billion, representing 30.7% of total AUM at that date; whereas at September 30, 2020, pass~~ive AUM were $318.0 billion, representing 26.1% of our total AUM at that date.~~

Passive AUM includes our QQQ ETF, for which we do not receive a management fee but which delivers significant marketing and brand value and increases Invesco’s footprint, leadership and relevance in the ETF market. The net revenue yield on passive AUM increased as a result of the QQQ fund’s decreased percentage of passive AUM. At September 30, 2021, the QQQ fund represented $181.5 billion, or 38.7% of passive AUM. ~~At September 30, 2020, the QQQ fund represented~~ ~~$134.4 billion, or 42.3% of passive AU~~M. In the three months ended September 30, 2021, the net revenue yield on passive AUM was 12.1 basis points compared to 11.4 basis points in the three months ended September 30, 2020, an increase of 0.7 basis points. In the nine months ended September 30, 2021, the net revenue yield on passive AUM was 12.6 basis points compared to 12.2 basis points in the nine months ended September 30, 2020, an increase of 0.4 basis points.

Also contributing to the decline in net revenue yield were the higher discretionary money market fee waivers, as mentioned in Note 7, "Revenue", which adversely impacts net revenue yield on active AUM. We also saw a greater proportion of inflows into fixed income and relatively lower fee products. These changes have decreased the net revenue yield on active AUM. At September 30, 2021, active AUM were $1,060.0 billion, representing 69.3% of total AUM at that date; whereas at September 30, 2020, active AUM were $900.2 billion, representing 73.9% of our total AUM at that date.

In the three months ended September 30, 2021, the net revenue yield on active AUM was 44.7 basis points compared to 44.8 basis points in the three months ended September 30, 2020, a decrease of 0.1 basis points. In the nine months ended September 30, 2021, the net revenue yield on active AUM was 44.6 basis points compared to 45.6 basis points in the nine months ended September 30, 2020, a decrease of 1.0 basis point.

~~We expect the changes adversely impacting our revenue yields described above to continue to pressure yields in the near term.~~

~~Changes in our AUM by channel, asset class and client domicile, and average AUM by asset class, are presented below:~~

3424

~~Table of Contents~~

Total AUM by Channel (1)

As of and for the Three Months Ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


$ in billions	$ in billions	Total	Retail	Institutional	$ in billions	Total	Retail	Institutional
June 30, 2021		1,525.0	1,060.7	464.3
December 31, 2021					December 31, 2021	1,610.9	1,106.5	504.4
Long-term inflows	Long-term inflows	91.7	62.3	29.4	Long-term inflows	106.3	81.1	25.2
Long-term outflows	Long-term outflows	(78.4)	(60.5)	(17.9)	Long-term outflows	(89.1)	(70.7)	(18.4)
Net long-term flows	Net long-term flows	13.3	1.8	11.5	Net long-term flows	17.2	10.4	6.8
Net flows in non-management fee earning AUM	Net flows in non-management fee earning AUM	5.5	5.7	(0.2)	Net flows in non-management fee earning AUM	(1.0)	0.4	(1.4)
Net flows in money market funds	Net flows in money market funds	2.6	(0.4)	3.0	Net flows in money market funds	12.8	2.1	10.7
Total net flows	Total net flows	21.4	7.1	14.3	Total net flows	29.0	12.9	16.1
Reinvested distributions	Reinvested distributions	0.8	0.8	—	Reinvested distributions	0.8	0.7	0.1

Market gains and losses	Market gains and losses	(14.6)	(15.5)	0.9	Market gains and losses	(80.9)	(74.3)	(6.6)

Foreign currency translation	Foreign currency translation	(4.0)	(1.5)	(2.5)	Foreign currency translation	(3.9)	(1.1)	(2.8)
September 30, 2021		1,528.6	1,051.6	477.0
March 31, 2022					March 31, 2022	1,555.9	1,044.7	511.2

June 30, 2020		1,145.2	788.4	356.8
December 31, 2020					December 31, 2020	1,349.9	947.1	402.8
Long-term inflows	Long-term inflows	71.9	52.2	19.7	Long-term inflows	120.2	95.0	25.2
Long-term outflows	Long-term outflows	(64.1)	(52.5)	(11.6)	Long-term outflows	(95.7)	(73.8)	(21.9)
Net long-term flows	Net long-term flows	7.8	(0.3)	8.1	Net long-term flows	24.5	21.2	3.3
Net flows in non-management fee earning AUM	Net flows in non-management fee earning AUM	7.0	5.3	1.7	Net flows in non-management fee earning AUM	0.1	(1.4)	1.5
Net flows in money market funds	Net flows in money market funds	(3.5)	0.8	(4.3)	Net flows in money market funds	7.3	5.0	2.3
Total net flows	Total net flows	11.3	5.8	5.5	Total net flows	31.9	24.8	7.1
Reinvested distributions	Reinvested distributions	1.0	0.9	0.1	Reinvested distributions	0.9	0.8	0.1

Market gains and losses	Market gains and losses	53.0	47.2	5.8	Market gains and losses	24.6	17.2	7.4

Foreign currency translation	Foreign currency translation	7.7	3.8	3.9	Foreign currency translation	(3.2)	(0.2)	(3.0)
September 30, 2020		1,218.2	846.1	372.1
March 31, 2021					March 31, 2021	1,404.1	989.7	414.4

________

See accompanying notes immediately following these AUM tables.

3525

~~Table of Contents~~

~~As of and for the Nine Months Ended September 30, 2021 and 2020:~~

$ in billions Total Retail Institutional
December 31, 2020 1,349.9 947.1 402.8
Long-term inflows 326.3 232.0 94.3
Long-term outflows (257.4) (199.5) (57.9)
Net long-term flows 68.9 32.5 36.4
Net flows in non-management fee earning AUM 8.1 7.5 0.6
Net flows in money market funds 29.7 3.6 26.1
Total net flows 106.7 43.6 63.1
Reinvested distributions 2.6 2.4 0.2
Market gains and losses 75.6 59.0 16.6
Foreign currency translation (6.2) (0.5) (5.7)
September 30, 2021 1,528.6 1,051.6 477.0
December 31, 2019 1,226.2 878.2 348.0
Long-term inflows 219.3 157.4 61.9
Long-term outflows (244.8) (202.6) (42.2)
Net long-term flows (25.5) (45.2) 19.7
Net flows in non-management fee earning AUM (11.0) 6.1 (17.1)
Net flows in money market funds 16.2 3.4 12.8
Total net flows (20.3) (35.7) 15.4
Reinvested distributions 3.9 3.7 0.2
Market gains and losses 8.0 0.9 7.1
Foreign currency translation 0.4 (1.0) 1.4
September 30, 2020 1,218.2 846.1 372.1

~~See accompanying notes immediately following these AUM tables.~~

~~Table of Contents~~

~~Passive~~Active AUM by Channel (1)

As of and for the Three Months Ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

$ in billions Total Retail Institutional
June 30, 2021 459.0 411.4 47.6
Long-term inflows 31.4 26.8 4.6
Long-term outflows (24.9) (22.6) (2.3)
Net long-term flows 6.5 4.2 2.3
Net flows in non-management fee earning AUM 5.5 5.7 (0.2)
Total net flows 12.0 9.9 2.1
Market gains and losses (1.5) (1.7) 0.2
Foreign currency translation (0.9) (0.2) (0.7)
September 30, 2021 468.6 419.4 49.2
June 30, 2020 281.7 270.4 11.3
Long-term inflows 21.9 21.4 0.5
Long-term outflows (15.9) (15.6) (0.3)
Net long-term flows 6.0 5.8 0.2
Net flows in non-management fee earning AUM 7.0 5.3 1.7
Total net flows 13.0 11.1 1.9
Market gains and losses 23.0 22.3 0.7
Foreign currency translation 0.3 0.3 —
September 30, 2020 318.0 304.1 13.9

~~Table of Contents~~

~~As of and for the Nine Months Ended September 30, 2021 and 2020:~~

$ in billions Total Retail Institutional
December 31, 2020 370.6 346.0 24.6
Long-term inflows 128.6 102.7 25.9
Long-term outflows (76.1) (71.7) (4.4)
Net long-term flows 52.5 31.0 21.5
Net flows in non-management fee earning AUM 8.1 7.5 0.6
Total net flows 60.6 38.5 22.1
Market gains and losses 39.2 35.3 3.9
Foreign currency translation (1.8) (0.4) (1.4)
September 30, 2021 468.6 419.4 49.2
December 31, 2019 297.0 275.8 21.2
Long-term inflows 72.3 64.3 8.0
Long-term outflows (65.6) (64.9) (0.7)
Net long-term flows 6.7 (0.6) 7.3
Net flows in non-management fee earning AUM (11.0) 6.1 (17.1)
Total net flows (4.3) 5.5 (9.8)
Market gains and losses 25.2 22.7 2.5
Foreign currency translation 0.1 0.1 —
September 30, 2020 318.0 304.1 13.9

~~____________~~

~~See accompanying notes immediately following these AUM tables.~~

~~Table of Contents~~

~~Total AUM by Asset Class~~ ~~(2)~~

~~As of and for the Three Months Ended September 30, 2021 and 2020:~~

$ in billions Total Equity Fixed Income Balanced Money Market Alternatives
June 30, 2021 1,525.0 795.5 317.6 88.5 135.7 187.7
Long-term inflows 91.7 41.8 27.3 9.5 — 13.1
Long-term outflows (78.4) (42.8) (16.3) (8.5) — (10.8)
Net long-term flows 13.3 (1.0) 11.0 1.0 — 2.3
Net flows in non-management fee earning AUM 5.5 5.8 (0.3) — — —
Net flows in money market funds 2.6 — — — 2.6 —
Total net flows 21.4 4.8 10.7 1.0 2.6 2.3
Reinvested distributions 0.8 0.2 0.3 0.1 — 0.2
Market gains and losses (14.6) (12.1) (1.0) (3.7) 0.3 1.9
Foreign currency translation (4.0) (2.1) (0.7) (0.4) (0.1) (0.7)
September 30, 2021 1,528.6 786.3 326.9 85.5 138.5 191.4
Average AUM 1,540.5 805.8 322.6 85.7 135.2 191.2
% of total average AUM 100.0 % 52.3 % 20.9 % 5.6 % 8.8 % 12.4 %
June 30, 2020 1,145.2 544.9 260.7 60.9 111.5 167.2
Long-term inflows 71.9 27.9 24.4 9.6 — 10.0
Long-term outflows (64.1) (32.0) (15.6) (7.1) — (9.4)
Net long-term flows 7.8 (4.1) 8.8 2.5 — 0.6
Net flows in non-management fee earning AUM 7.0 5.4 1.6 — — —
Net flows in money market funds (3.5) — — — (3.5) —
Total net flows 11.3 1.3 10.4 2.5 (3.5) 0.6
Reinvested distributions 1.0 0.2 0.5 0.1 — 0.2
Market gains and losses 53.0 43.6 3.4 3.3 0.2 2.5
Foreign currency translation 7.7 2.4 1.4 1.3 1.1 1.5
September 30, 2020 1,218.2 592.4 276.4 68.1 109.3 172.0
Average AUM 1,206.2 583.6 271.8 66.2 111.6 173.0
% of total average AUM 100.0 % 48.4 % 22.5 % 5.5 % 9.3 % 14.3 %

~~Table of Contents~~

~~As of and for the Nine Months Ended September 30, 2021 and 2020:~~

$ in billions Total Equity Fixed Income Balanced Money Market Alternatives
December 31, 2020 1,349.9 689.6 296.4 78.9 108.5 176.5
Long-term inflows 326.3 158.6 86.5 40.9 — 40.3
Long-term outflows (257.4) (134.8) (54.3) (34.4) — (33.9)
Net long-term flows 68.9 23.8 32.2 6.5 — 6.4
Net flows in non-management fee earning AUM 8.1 7.8 0.3 — — —
Net flows in money market funds 29.7 — — — 29.7 —
Total net flows 106.7 31.6 32.5 6.5 29.7 6.4
Reinvested distributions 2.6 0.6 1.1 0.3 — 0.6
Market gains and losses 75.6 67.3 (0.9) (0.2) 0.1 9.3
Foreign currency translation (6.2) (2.8) (2.2) — 0.2 (1.4)
September 30, 2021 1,528.6 786.3 326.9 85.5 138.5 191.4
Average AUM 1,471.9 762.5 311.5 86.4 126.2 185.3
% of total average AUM 100.0 % 51.8 % 21.1 % 5.9 % 8.6 % 12.6 %
December 31, 2019 1,226.2 598.8 283.5 67.3 91.4 185.2
Long-term inflows 219.3 88.9 76.2 20.8 — 33.4
Long-term outflows (244.8) (126.8) (58.3) (20.8) — (38.9)
Net long-term flows (25.5) (37.9) 17.9 — — (5.5)
Net flows in non-management fee earning AUM (11.0) 16.0 (27.0) — — —
Net flows in money market funds 16.2 — — — 16.2 —
Total net flows (20.3) (21.9) (9.1) — 16.2 (5.5)
Reinvested distributions 3.9 1.2 1.4 0.4 — 0.9
Market gains and losses 8.0 15.2 0.3 0.1 1.3 (8.9)
Foreign currency translation 0.4 (0.9) 0.3 0.3 0.4 0.3
September 30, 2020 1,218.2 592.4 276.4 68.1 109.3 172.0
Average AUM 1,167.1 551.4 271.0 62.7 109.4 172.6
% of total average AUM 100.0 % 47.2 % 23.2 % 5.4 % 9.4 % 14.8 %

~~____________~~

~~See accompanying notes immediately following these AUM tables.~~

~~Table of Contents~~

~~Passive AUM by Asset Class~~ ~~(2)~~

~~As of and for the Three Months Ended September 30, 2021 and 2020:~~

$ in billions Total Equity Fixed Income Balanced Money Market Alternatives
June 30, 2021 459.0 383.5 43.0 1.1 — 31.4
Long-term inflows 31.4 25.8 2.3 — — 3.3
Long-term outflows (24.9) (19.8) (2.3) — — (2.8)
Net long-term flows 6.5 6.0 — — — 0.5
Net flows in non-management fee earning AUM 5.5 5.8 (0.3) — — —
Total net flows 12.0 11.8 (0.3) — — 0.5
Market gains and losses (1.5) (1.3) (0.3) — — 0.1
Foreign currency translation (0.9) (0.6) (0.2) — — (0.1)
September 30, 2021 468.6 393.4 42.2 1.1 — 31.9
Average AUM 474.9 399.4 42.6 1.1 — 31.8
% of total average AUM 100.0 % 84.1 % 9.0 % 0.2 % — % 6.7 %
June 30, 2020 281.7 228.3 30.6 0.8 — 22.0
Long-term inflows 21.9 13.4 3.0 — — 5.5
Long-term outflows (15.9) (10.7) (1.7) — — (3.5)
Net long-term flows 6.0 2.7 1.3 — — 2.0
Net flows in non-management fee earning AUM 7.0 5.4 1.6 — — —
Total net flows 13.0 8.1 2.9 — — 2.0
Market gains and losses 23.0 21.8 — — — 1.2
Foreign currency translation 0.3 0.2 0.1 — — —
September 30, 2020 318.0 258.4 33.6 0.8 — 25.2
Average AUM 307.7 249.3 32.8 0.8 — 24.8
% of total average AUM 100.0 % 81.0 % 10.7 % 0.3 % — % 8.0 %

~~Table of Contents~~

~~As of and for the Nine Months Ended September 30, 2021 and 2020:~~

$ in billions Total Equity Fixed Income Balanced Money Market Alternatives
December 31, 2020 370.6 306.4 37.0 1.0 — 26.2
Long-term inflows 128.6 102.7 11.7 0.1 — 14.1
Long-term outflows (76.1) (61.8) (5.8) — — (8.5)
Net long-term flows 52.5 40.9 5.9 0.1 — 5.6
Net flows in non-management fee earning AUM 8.1 7.8 0.4 (0.1) — —
Total net flows 60.6 48.7 6.3 — — 5.6
Market gains and losses 39.2 39.4 (0.7) 0.1 — 0.4
Foreign currency translation (1.8) (1.1) (0.4) — — (0.3)
September 30, 2021 468.6 393.4 42.2 1.1 — 31.9
Average AUM 430.9 359.4 40.6 1.1 — 29.8
% of total average AUM 100.0 % 83.4 % 9.4 % 0.3 % — % 6.9 %
December 31, 2019 297.0 217.1 58.9 0.9 — 20.1
Long-term inflows 72.3 45.9 9.8 — — 16.6
Long-term outflows (65.6) (45.7) (7.3) — — (12.6)
Net long-term flows 6.7 0.2 2.5 — — 4.0
Net flows in non-management fee earning AUM (11.0) 16.0 (27.0) — — —
Total net flows (4.3) 16.2 (24.5) — — 4.0
Market gains and losses 25.2 25.0 (0.8) (0.1) — 1.1
Foreign currency translation 0.1 0.1 — — — —
September 30, 2020 318.0 258.4 33.6 0.8 — 25.2
Average AUM 288.2 223.3 42.1 0.8 — 22.0
% of total average AUM 100.0 % 77.5 % 14.6 % 0.3 % — % 7.6 %

~~____________~~

~~See accompanying notes immediately following these AUM tables.~~

~~Table of Contents~~

~~Total AUM by Client Domicile~~ ~~(3)~~

~~As of and for the Three Months Ended September 30, 2021 and 2020:~~

$ in billions Total Americas Asia Pacific EMEA Ex UK UK
June 30, 2021 1,525.0 1,075.8 225.6 161.7 61.9
Long-term inflows 91.7 49.7 26.0 13.9 2.1
Long-term outflows (78.4) (44.9) (16.7) (12.9) (3.9)
Net long-term flows 13.3 4.8 9.3 1.0 (1.8)
Net flows in non-management fee earning AUM 5.5 4.6 0.9 — —
Net flows in money market funds 2.6 2.7 (0.2) 0.1 —
Total net flows 21.4 12.1 10.0 1.1 (1.8)
Reinvested distributions 0.8 0.7 — — 0.1
Market gains and losses (14.6) (8.7) (4.2) (2.0) 0.3
Foreign currency translation (4.0) (0.7) (1.1) (0.9) (1.3)
September 30, 2021 1,528.6 1,079.2 230.3 159.9 59.2
June 30, 2020 1,145.2 829.8 129.4 130.9 55.1
Long-term inflows 71.9 33.8 20.0 13.2 4.9
Long-term outflows (64.1) (38.2) (12.0) (10.4) (3.5)
Net long-term flows 7.8 (4.4) 8.0 2.8 1.4
Net flows in non-management fee earning AUM 7.0 6.3 0.2 0.5 —
Net flows in money market funds (3.5) (5.5) 2.2 (0.2) —
Total net flows 11.3 (3.6) 10.4 3.1 1.4
Reinvested distributions 1.0 0.9 — — 0.1
Market gains and losses 53.0 44.0 4.8 4.2 —
Foreign currency translation 7.7 0.5 3.1 1.7 2.4
September 30, 2020 1,218.2 871.6 147.7 139.9 59.0

~~Table of Contents~~

~~As of and for the Nine Months Ended September 30, 2021 and 2020:~~

$ in billions Total Americas Asia Pacific EMEA Ex UK UK
December 31, 2020 1,349.9 959.9 171.3 151.7 67.0
Long-term inflows 326.3 163.6 107.8 47.8 7.1
Long-term outflows (257.4) (143.8) (53.5) (42.1) (18.0)
Net long-term flows 68.9 19.8 54.3 5.7 (10.9)
Net flows in non-management fee earning AUM 8.1 6.3 1.8 — —
Net flows in money market funds 29.7 25.5 4.3 (0.1) —
Total net flows 106.7 51.6 60.4 5.6 (10.9)
Reinvested distributions 2.6 2.3 0.1 — 0.2
Market gains and losses 75.6 65.5 2.3 4.2 3.6
Foreign currency translation (6.2) (0.1) (3.8) (1.6) (0.7)
September 30, 2021 1,528.6 1,079.2 230.3 159.9 59.2
December 31, 2019 1,226.2 879.5 128.6 143.7 74.4
Long-term inflows 219.3 125.6 42.6 43.0 8.1
Long-term outflows (244.8) (158.3) (32.4) (39.6) (14.5)
Net long-term flows (25.5) (32.7) 10.2 3.4 (6.4)
Net flows in non-management fee earning AUM (11.0) (2.5) 0.7 (9.1) (0.1)
Net flows in money market funds 16.2 13.7 2.4 — 0.1
Total net flows (20.3) (21.5) 13.3 (5.7) (6.4)
Reinvested distributions 3.9 3.7 0.1 — 0.1
Market gains and losses 8.0 10.6 3.5 1.1 (7.2)
Foreign currency translation 0.4 (0.7) 2.2 0.8 (1.9)
September 30, 2020 1,218.2 871.6 147.7 139.9 59.0


$ in billions	Total	Retail	Institutional
December 31, 2021	1,082.5	631.7	450.8
Long-term inflows	61.7	37.1	24.6
Long-term outflows	(60.9)	(43.4)	(17.5)
Net long-term flows	0.8	(6.3)	7.1

Net flows in money market funds	12.8	2.1	10.7
Total net flows	13.6	(4.2)	17.8
Reinvested distributions	0.8	0.7	0.1

Market gains and losses	(50.0)	(45.4)	(4.6)

Foreign currency translation	(4.2)	(0.9)	(3.3)
March 31, 2022	1,042.7	581.9	460.8

December 31, 2020	979.3	601.1	378.2
Long-term inflows	76.3	53.8	22.5
Long-term outflows	(68.8)	(48.4)	(20.4)
Net long-term flows	7.5	5.4	2.1

Net flows in money market funds	7.3	5.0	2.3
Total net flows	14.8	10.4	4.4
Reinvested distributions	0.9	0.8	0.1

Market gains and losses	14.2	8.1	6.1

Foreign currency translation	(2.9)	—	(2.9)
March 31, 2021	1,006.3	620.4	385.9

________

See accompanying notes immediately following these AUM tables.

~~Table of Contents~~

~~Passive AUM by Client Domicile~~ ~~(3)~~

~~As of and for the Three Months Ended September 30, 2021 and 2020:~~

$ in billions Total Americas Asia Pacific EMEA Ex UK UK
June 30, 2021 459.0 359.5 32.2 66.3 1.0
Long-term inflows 31.4 20.9 1.7 8.7 0.1
Long-term outflows (24.9) (17.1) (1.5) (6.2) (0.1)
Net long-term flows 6.5 3.8 0.2 2.5 —
Net flows in non-management fee earning AUM 5.5 4.6 0.9 — —
Total net flows 12.0 8.4 1.1 2.5 —
Market gains and losses (1.5) (1.5) 0.2 (0.2) —
Foreign currency translation (0.9) — (0.7) (0.2) —
September 30, 2021 468.6 366.4 32.8 68.4 1.0
June 30, 2020 281.7 229.0 6.1 46.0 0.6
Long-term inflows 21.9 11.9 0.7 9.1 0.2
Long-term outflows (15.9) (9.5) (0.6) (5.7) (0.1)
Net long-term flows 6.0 2.4 0.1 3.4 0.1
Net flows in non-management fee earning AUM 7.0 6.3 0.2 0.5 —
Total net flows 13.0 8.7 0.3 3.9 0.1
Market gains and losses 23.0 18.8 0.5 3.7 —
Foreign currency translation 0.3 — — 0.3 —
September 30, 2020 318.0 256.5 6.9 53.9 0.7

4526

~~Table~~

Passive AUM by Channel (1)

As of ~~Contents~~and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total	Retail	Institutional
December 31, 2021	528.4	474.8	53.6
Long-term inflows	44.6	44.0	0.6
Long-term outflows	(28.2)	(27.3)	(0.9)
Net long-term flows	16.4	16.7	(0.3)
Net flows in non-management fee earning AUM	(1.0)	0.4	(1.4)

Total net flows	15.4	17.1	(1.7)


Market gains and losses	(30.9)	(28.9)	(2.0)

Foreign currency translation	0.3	(0.2)	0.5
March 31, 2022	513.2	462.8	50.4

December 31, 2020	370.6	346.0	24.6
Long-term inflows	43.9	41.2	2.7
Long-term outflows	(26.9)	(25.4)	(1.5)
Net long-term flows	17.0	15.8	1.2
Net flows in non-management fee earning AUM	0.1	(1.4)	1.5

Total net flows	17.1	14.4	2.7


Market gains and losses	10.4	9.1	1.3

Foreign currency translation	(0.3)	(0.2)	(0.1)
March 31, 2021	397.8	369.3	28.5

____________

See accompanying notes immediately following these AUM tables.

Total AUM by Asset Class (2)

As of and for the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


$ in billions	Total		Equity		Fixed Income		Balanced		Money Market		Alternatives
December 31, 2021	1,610.9		841.6		334.8		88.6		148.8		197.1
Long-term inflows	106.3		50.6		29.4		5.5		—		20.8
Long-term outflows	(89.1)		(45.0)		(24.6)		(6.3)		—		(13.2)
Net long-term flows	17.2		5.6		4.8		(0.8)		—		7.6
Net flows in non-management fee earning AUM	(1.0)		0.4		(1.4)		—		—		—
Net flows in money market funds	12.8		—		—		—		12.8		—
Total net flows	29.0		6.0		3.4		(0.8)		12.8		7.6
Reinvested distributions	0.8		0.2		0.3		0.1		—		0.2
Market gains and losses	(80.9)		(66.5)		(12.7)		(8.3)		0.4		6.2


Foreign currency translation	(3.9)		(1.3)		(1.9)		(0.1)		—		(0.6)
March 31, 2022	1,555.9		780.0		323.9		79.5		162.0		210.5
Average AUM	1,545.1		776.6		327.8		83.6		154.5		202.6
% of total average AUM	100.0	%	50.3	%	21.2	%	5.4	%	10.0	%	13.1	%

December 31, 2020	1,349.9		689.6		296.4		78.9		108.5		176.5
Long-term inflows	120.2		58.0		28.3		21.2		—		12.7
Long-term outflows	(95.7)		(48.2)		(20.7)		(13.9)		—		(12.9)
Net long-term flows	24.5		9.8		7.6		7.3		—		(0.2)
Net flows in non-management fee earning AUM	0.1		(1.3)		1.4		—		—		—
Net flows in money market funds	7.3		—		—		—		7.3		—
Total net flows	31.9		8.5		9.0		7.3		7.3		(0.2)
Reinvested distributions	0.9		0.2		0.4		0.1		—		0.2
Market gains and losses	24.6		27.3		(2.7)		(0.9)		—		0.9


Foreign currency translation	(3.2)		(0.6)		(1.5)		(0.2)		(0.1)		(0.8)
March 31, 2021	1,404.1		725.0		301.6		85.2		115.7		176.6
Average AUM	1,395.1		714.4		300.6		85.5		115.8		178.8
% of total average AUM	100.0	%	51.2	%	21.6	%	6.1	%	8.3	%	12.8	%

________

See accompanying notes immediately following these AUM tables.

$ in billions Total Americas Asia Pacific EMEA Ex UK UK
December 31, 2020 370.6 303.0 7.9 58.9 0.8
Long-term inflows 128.6 75.8 24.5 27.6 0.7
Long-term outflows (76.1) (51.1) (3.3) (21.2) (0.5)
Net long-term flows 52.5 24.7 21.2 6.4 0.2
Net flows in non-management fee earning AUM 8.1 6.4 1.7 — —
Total net flows 60.6 31.1 22.9 6.4 0.2
Market gains and losses 39.2 32.3 3.4 3.5 —
Foreign currency translation (1.8) — (1.4) (0.4) —
September 30, 2021 468.6 366.4 32.8 68.4 1.0
December 31, 2019 297.0 240.0 4.9 51.4 0.7
Long-term inflows 72.3 42.4 1.9 27.4 0.6
Long-term outflows (65.6) (43.7) (1.4) (20.0) (0.5)
Net long-term flows 6.7 (1.3) 0.5 7.4 0.1
Net flows in non-management fee earning AUM (11.0) (2.5) 0.7 (9.1) (0.1)
Total net flows (4.3) (3.8) 1.2 (1.7) —
Market gains and losses 25.2 20.4 0.8 4.0 —
Foreign currency translation 0.1 (0.1) — 0.2 —
September 30, 2020 318.0 256.5 6.9 53.9 0.7
Active AUM by Asset Class (2)

As of and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total		Equity		Fixed Income		Balanced		Money Market		Alternatives
December 31, 2021	1,082.5		389.6		293.1		87.4		148.8		163.6
Long-term inflows	61.7		19.1		24.5		5.5		—		12.6
Long-term outflows	(60.9)		(24.2)		(22.0)		(6.2)		—		(8.5)
Net long-term flows	0.8		(5.1)		2.5		(0.7)		—		4.1

Net flows in money market funds	12.8		—		—		—		12.8		—
Total net flows	13.6		(5.1)		2.5		(0.7)		12.8		4.1
Reinvested distributions	0.8		0.2		0.3		0.1		—		0.2
Market gains and losses	(50.0)		(35.2)		(10.7)		(8.2)		0.4		3.7


Foreign currency translation	(4.2)		(1.6)		(1.9)		(0.1)		—		(0.6)
March 31, 2022	1,042.7		347.9		283.3		78.5		162.0		171.0
Average AUM	1,050.0		358.7		287.1		82.5		154.5		167.2
% of total average AUM	100.0	%	34.2	%	27.3	%	7.9	%	14.7	%	15.9	%

December 31, 2020	979.3		383.2		259.4		77.9		108.5		150.3
Long-term inflows	76.3		22.6		25.1		21.2		—		7.4
Long-term outflows	(68.8)		(27.1)		(18.6)		(13.9)		—		(9.2)
Net long-term flows	7.5		(4.5)		6.5		7.3		—		(1.8)

Net flows in money market funds	7.3		—		—		—		7.3		—
Total net flows	14.8		(4.5)		6.5		7.3		7.3		(1.8)
Reinvested distributions	0.9		0.2		0.4		0.1		—		0.2
Market gains and losses	14.2		15.0		(2.0)		(0.9)		—		2.1

Foreign currency translation	(2.9)		(0.5)		(1.4)		(0.2)		(0.1)		(0.7)
March 31, 2021	1,006.3		393.4		262.9		84.2		115.7		150.1
Average AUM	1,008.4		394.4		262.4		84.5		115.8		151.3
% of total average AUM	100.0	%	39.1	%	26.0	%	8.4	%	11.5	%	15.0	%

________

See accompanying notes immediately following these AUM tables.

Passive AUM by Asset Class (2)

As of and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total		Equity		Fixed Income		Balanced		Money Market		Alternatives
December 31, 2021	528.4		452.0		41.7		1.2		—		33.5
Long-term inflows	44.6		31.5		4.9		—		—		8.2
Long-term outflows	(28.2)		(20.8)		(2.6)		(0.1)		—		(4.7)
Net long-term flows	16.4		10.7		2.3		(0.1)		—		3.5
Net flows in non-management fee earning AUM	(1.0)		0.4		(1.4)		—		—		—

Total net flows	15.4		11.1		0.9		(0.1)		—		3.5

Market gains and losses	(30.9)		(31.3)		(2.0)		(0.1)		—		2.5


Foreign currency translation	0.3		0.3		—		—		—		—
March 31, 2022	513.2		432.1		40.6		1.0		—		39.5
Average AUM	495.1		417.9		40.7		1.1		—		35.4
% of total average AUM	100.0	%	84.4	%	8.2	%	0.2	%	—	%	7.2	%

December 31, 2020	370.6		306.4		37.0		1.0		—		26.2
Long-term inflows	43.9		35.4		3.2		—		—		5.3
Long-term outflows	(26.9)		(21.1)		(2.1)		—		—		(3.7)
Net long-term flows	17.0		14.3		1.1		—		—		1.6
Net flows in non-management fee earning AUM	0.1		(1.3)		1.4		—		—		—

Total net flows	17.1		13.0		2.5		—		—		1.6

Market gains and losses	10.4		12.3		(0.7)		—		—		(1.2)

Foreign currency translation	(0.3)		(0.1)		(0.1)		—		—		(0.1)
March 31, 2021	397.8		331.6		38.7		1.0		—		26.5
Average AUM	386.7		320.0		38.2		1.0		—		27.5
% of total average AUM	100.0	%	82.8	%	9.9	%	0.3	%	—	%	7.0	%

________

See accompanying notes immediately following these AUM tables.

Total AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total	Americas	Asia Pacific	EMEA Ex UK	UK
December 31, 2021	1,610.9	1,132.5	247.3	171.5	59.6
Long-term inflows	106.3	61.5	21.4	21.5	1.9
Long-term outflows	(89.1)	(53.6)	(15.8)	(15.6)	(4.1)
Net long-term flows	17.2	7.9	5.6	5.9	(2.2)
Net flows in non-management fee earning AUM	(1.0)	(2.2)	(0.1)	1.1	0.2
Net flows in money market funds	12.8	12.4	1.2	(0.8)	—
Total net flows	29.0	18.1	6.7	6.2	(2.0)
Reinvested distributions	0.8	0.8	—	—	—
Market gains and losses	(80.9)	(60.0)	(12.4)	(7.2)	(1.3)


Foreign currency translation	(3.9)	0.1	(1.8)	(0.8)	(1.4)
March 31, 2022	1,555.9	1,091.5	239.8	169.7	54.9

December 31, 2020	1,349.9	959.9	171.3	151.7	67.0
Long-term inflows	120.2	61.0	37.8	19.1	2.3
Long-term outflows	(95.7)	(51.0)	(21.1)	(15.4)	(8.2)
Net long-term flows	24.5	10.0	16.7	3.7	(5.9)
Net flows in non-management fee earning AUM	0.1	—	0.4	(0.3)	—
Net flows in money market funds	7.3	2.6	4.9	(0.2)	—
Total net flows	31.9	12.6	22.0	3.2	(5.9)
Reinvested distributions	0.9	0.8	0.1	—	—
Market gains and losses	24.6	23.7	(1.5)	0.9	1.5


Foreign currency translation	(3.2)	0.2	(2.9)	(1.0)	0.5
March 31, 2021	1,404.1	997.2	189.0	154.8	63.1

________

See accompanying notes immediately following these AUM tables.

Active AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total	Americas	Asia Pacific	EMEA Ex UK	UK
December 31, 2021	1,082.5	724.5	208.8	90.5	58.7
Long-term inflows	61.7	34.5	19.8	5.7	1.7
Long-term outflows	(60.9)	(35.5)	(14.7)	(6.9)	(3.8)
Net long-term flows	0.8	(1.0)	5.1	(1.2)	(2.1)

Net flows in money market funds	12.8	12.4	1.2	(0.8)	—
Total net flows	13.6	11.4	6.3	(2.0)	(2.1)
Reinvested distributions	0.8	0.8	—	—	—
Market gains and losses	(50.0)	(33.6)	(10.5)	(4.6)	(1.3)


Foreign currency translation	(4.2)	0.1	(2.3)	(0.6)	(1.4)
March 31, 2022	1,042.7	703.2	202.3	83.3	53.9

December 31, 2020	979.3	656.9	163.4	92.8	66.2
Long-term inflows	76.3	31.1	34.5	8.7	2.0
Long-term outflows	(68.8)	(34.1)	(20.0)	(6.7)	(8.0)
Net long-term flows	7.5	(3.0)	14.5	2.0	(6.0)
Net flows in non-management fee earning AUM	—	(0.1)	0.1	—	—
Net flows in money market funds	7.3	2.6	4.9	(0.2)	—
Total net flows	14.8	(0.5)	19.5	1.8	(6.0)
Reinvested distributions	0.9	0.8	0.1	—	—
Market gains and losses	14.2	14.3	(1.7)	0.1	1.5

Foreign currency translation	(2.9)	0.2	(2.8)	(0.8)	0.5
March 31, 2021	1,006.3	671.7	178.5	93.9	62.2

________

See accompanying notes immediately following these AUM tables.

Passive AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2022 and 2021:


$ in billions	Total	Americas	Asia Pacific	EMEA Ex UK	UK
December 31, 2021	528.4	408.0	38.5	81.0	0.9
Long-term inflows	44.6	27.0	1.6	15.8	0.2
Long-term outflows	(28.2)	(18.1)	(1.1)	(8.7)	(0.3)
Net long-term flows	16.4	8.9	0.5	7.1	(0.1)
Net flows in non-management fee earning AUM	(1.0)	(2.2)	(0.1)	1.1	0.2

Total net flows	15.4	6.7	0.4	8.2	0.1

Market gains and losses	(30.9)	(26.4)	(1.9)	(2.6)	—


Foreign currency translation	0.3	—	0.5	(0.2)	—
March 31, 2022	513.2	388.3	37.5	86.4	1.0

December 31, 2020	370.6	303.0	7.9	58.9	0.8
Long-term inflows	43.9	29.9	3.3	10.4	0.3
Long-term outflows	(26.9)	(16.9)	(1.1)	(8.7)	(0.2)
Net long-term flows	17.0	13.0	2.2	1.7	0.1
Net flows in non-management fee earning AUM	0.1	0.1	0.3	(0.3)	—

Total net flows	17.1	13.1	2.5	1.4	0.1

Market gains and losses	10.4	9.4	0.2	0.8	—

Foreign currency translation	(0.3)	—	(0.1)	(0.2)	—
March 31, 2021	397.8	325.5	10.5	60.9	0.9

____________

(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.

(2) Asset classes are descriptive groupings of AUM by common type of underlying investments.

(3) Client domicile disclosure groups AUM by the domicile of the underlying clients.

4633

~~Table of Contents~~

Results of Operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021

The discussion below includes the use of non-GAAP financial measures. See “Schedule of Non-GAAP Information” for additional details and reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures.

Operating Revenues and Net Revenues

The main categories of revenues, and the dollar and percentage change between the periods, are as follows:


				Variance					Variance						Variance
		Three months ended September 30,		2021 vs 2020			Nine months ended September 30,		2021 vs 2020			Three months ended March 31,		2022 vs 2021
$ in millions	$ in millions	2021	2020	$ Change	% Change		2021	2020	$ Change	% Change			$ in millions	2022	2021	$ Change	% Change
Investment management fees	Investment management fees	1,275.5	1,096.8	178.7	16.3	%	3,729.5	3,302.2	427.3	12.9	%		Investment management fees	1,180.5	1,206.6	(26.1)	(2.2)	%
Service and distribution fees	Service and distribution fees	409.1	352.7	56.4	16.0	%	1,191.2	1,051.2	140.0	13.3	%		Service and distribution fees	379.0	381.1	(2.1)	(0.6)	%
Performance fees	Performance fees	4.8	—	4.8	N/A		22.0	8.3	13.7	165.1	%		Performance fees	1.0	6.7	(5.7)	(85.1)	%
Other	Other	60.6	48.1	12.5	26.0	%	188.4	153.8	34.6	22.5	%		Other	68.9	65.3	3.6	5.5	%
Total operating revenues	Total operating revenues	1,750.0	1,497.6	252.4	16.9	%	5,131.1	4,515.5	615.6	13.6	%		Total operating revenues	1,629.4	1,659.7	(30.3)	(1.8)	%

Invesco Great Wall	Invesco Great Wall	118.7	65.3	53.4	81.8	%	333.6	167.2	166.4	99.5	%		Invesco Great Wall	124.1	104.0	20.1	19.3	%
Revenue Adjustments:	Revenue Adjustments:												Revenue Adjustments:
Investment management fees	Investment management fees	(216.3)	(192.6)	(23.7)	12.3	%	(632.3)	(573.1)	(59.2)	10.3	%		Investment management fees	(205.9)	(203.2)	(2.7)	1.3	%
Service and distribution fees	Service and distribution fees	(278.0)	(245.0)	(33.0)	13.5	%	(809.2)	(730.1)	(79.1)	10.8	%		Service and distribution fees	(257.7)	(261.5)	3.8	(1.5)	%
Other	Other	(52.1)	(43.2)	(8.9)	20.6	%	(167.3)	(136.7)	(30.6)	22.4	%		Other	(49.0)	(58.1)	9.1	(15.7)	%
Total Revenue Adjustments (1)	Total Revenue Adjustments (1)	(546.4)	(480.8)	(65.6)	13.6	%	(1,608.8)	(1,439.9)	(168.9)	11.7	%		Total Revenue Adjustments (1)	(512.6)	(522.8)	10.2	(2.0)	%
CIP	CIP	11.2	10.4	0.8	7.7	%	31.5	29.8	1.7	5.7	%		CIP	11.5	10.1	1.4	13.9	%
Net revenues (2)	Net revenues (2)	1,333.5	1,092.5	241.0	22.1	%	3,887.4	3,272.6	614.8	18.8	%		Net revenues (2)	1,252.4	1,251.0	1.4	0.1	%

____________

(1) Total revenue adjustments includes passed through investment management, service and distribution and other revenues and equal the same amount as the ~~third party~~third-party distribution, service and advisory expenses.

(2) Net revenues are operating revenues less revenue adjustments, plus net revenues from Invesco Great Wall, plus management and performance fees earned from CIP. See “Schedule of Non-GAAP Information” for additional important disclosures regarding the use of net revenues.

The impact of foreign exchange rate movements ~~increased~~decreased operating revenues by ~~$15.8~~$18.2 million, equivalent to ~~0.9%~~1.1% of total operating revenues, during the three months ended ~~September 30, 2021~~March 31, 2022 when compared to the three months ended ~~September 30, 2020.~~March 31, 2021.

The impact of foreign exchange rate movements increased operating revenues by $91.4 million, equivalent to 1.8% of total operating revenues, during the nine months ended September 30, 2021 when compared to the nine months ended September 30, 2020.

~~Additionally, our~~Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net business inflows (or outflows), 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 months ended March 31, 2022 and March 31, 2021 in the “Assets Under Management” section above for additional information.

Passive AUM generally earn a lower effective fee rate than active asset classes, and therefore, changes in the mix of AUM have an impact on revenues and net revenue yield. In addition, as a significant proportion of our AUM is based outside of the U.S., changes in foreign exchange rates can result in a change to the mix of U.S. Dollar denominated AUM for AUM denominated in other currencies. As fee rates differ across geographic locations, changes to exchange rates have an impact on revenues and net revenue yields.

Average AUM was $1,545.1 billion in the three months ended March 31, 2022, as compared to $1,395.1 billion in the three months ended March 31, 2021, an increase of 10.8%. However, the impact of the increase in AUM on our revenues was offset by changes in the mix of the AUM between the periods. At the industry level, investors continue to shift towards passive products such as ETFs. As a result of this change in AUM mix, revenues and the resulting net revenue yield ex performance fees ex QQQ has declined from 40.1 basis points for the quarter ended March 31, 2021 to 36.6 basis points for the quarter ended March 31, 2022.

Investment Management Fees

Investment management fees ~~increased~~decreased by ~~$178.7~~$26.1 million ~~(16.3%~~(2.2%) in the three months ended ~~September 30, 2021~~March 31, 2022 to ~~$1,275.5~~$1,180.5 million as compared to ~~$1,096.8~~$1,206.6 million in the three months ended ~~September 30, 2020.~~March 31, 2021. The impact of foreign exchange rate movements ~~increased~~decreased investment management fees by ~~$14.2~~$14.0 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020. After allowing for foreign exchange~~

~~Table of Contents~~

movements, investment management fees increased by $164.5 million (15.0%) as a result of a 27.7% increase in average AUM, partially offset by lower net revenue yields when compared to the 2020 period. Net revenue yield has declined as a result of shifts in the AUM mix towards passive, lower-fee products. Additionally, higher discretionary money market fee waivers adversely impacted the net revenue yield on active AUM.

Investment management fees increased by $427.3 million (12.9%) in the nine months ended September 30, 2021 to $3,729.5 million as compared to $3,302.2 million in the nine months ended September 30, 2020. The impact of foreign exchange rate movements increased investment management fees by $77.7 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.March 31, 2021. After allowing for foreign exchange movements, investment management fees ~~increased~~decreased by ~~$349.6~~$12.1 million ~~(10.6%~~(1.0%) ~~as a result~~. See discussion above on the impact of ~~a 26.1% increase in average~~ AUM ~~partially offset by lower revenue yields when compared to the 2020 period. Net revenue yield has declined as a result of shifts in the AUM mix towards passive, lower-fee products. Additionally, higher~~changes on our investment management fees.

The discretionary money market fee waivers ~~adversely impacted~~(see Item 1. Financial Statements - Note 7, "Revenue") also impact our investment management fees. During the ~~net revenue yield on active AUM.~~

quarter ended March 31, 2022, waivers reduced management fees by $26.3 million, an improvement from waivers of
$29.0 million

~~See further discussion~~ in the ~~company’s disclosures regarding the changes in AUM and revenue yields during the three and nine months~~quarter ended ~~September 30, 2021 and September 30, 2020 in the “Assets Under Management” section above for additional information regarding the impact of changes in AUM on management fee yields.~~March 31, 2021.

Service and Distribution Fees

In the three months ended ~~September 30, 2021,~~March 31, 2022, service and distribution fees ~~increased~~decreased by ~~$56.4~~$2.1 million ~~(16.0%~~(0.6%) to ~~$409.1~~$379.0 million as compared to the three months ended ~~September 30, 2020~~March 31, 2021 of ~~$352.7~~$381.1 million. The impact of foreign exchange rate movements ~~increased~~decreased service and distribution fees by ~~$1.6~~$2.9 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange movements, service and distribution fees increased by ~~$54.8~~$0.8 million. The total increase is driven by increases in distribution fees of $26.7 million, transfer agency fees of $18.1 million and administration fees of $9.6 million. The increase is primarily driven by higher AUM to which these fees apply. The transfer agency fees increase includes $8.1 million related to a pricing structure change in our US transfer agency services, which is offset by increases in third party distribution, service and advisory expense and property, office and technology expense.

In the nine months ended September 30, 2021, service and distribution fees increased by $140.0 million (13.3%) to $1,191.2 million as compared to the nine months ended September 30, 2020 of $1,051.2 million. The impact of foreign exchange rate movements increased service and distribution fees by $12.5 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange movements, service and distribution fees increased by $127.5 million. The total increase is driven by increases in distribution fees of $68.6 million, administration fees of $26.2 million and transfer agency fees of $31.7 million. The increase is primarily driven by higher AUM to which these fees apply. The transfer agency fees increase includes $8.1 million related to a pricing structure change in our US transfer agency services, which is offset by increases in third party distribution, service and advisory expense and property, office and technology expense.

Performance Fees

Of our ~~$1,528.6~~$1,555.9 billion in AUM at ~~September 30, 2021,~~March 31, 2022, approximately ~~$58.3~~$62.3 billion ~~(3.8%~~(4.0%) could potentially earn performance fees, including carried interests and performance fees related to partnership investments and separate accounts.

In the three months ended ~~September 30, 2021,~~March 31, 2022, performance fees ~~increased~~decreased by $5.7 million (85.1%) to ~~$4.8~~$1.0 million ~~from zero performance fees earned in~~as compared to $6.7 million for the three months ended ~~September 30, 2020.~~March 31, 2021. Performance fees during the three months ended ~~September 30, 2021~~March 31, 2022 were primarily generated from ~~real estate products.~~

In the nine months ended September 30, 2021, performance fees increased by $13.7 million (165.1%) to $22.0 million when compared to the nine months ended September 30, 2020 of $8.3 million. Performance fees during the nine months ended September 30, 2021 were primarily generated from various institutional mandates in Japan and real estate products.

Other Revenues

In the three months ended ~~September 30, 2021,~~March 31, 2022, other revenues increased by ~~$12.5~~$3.6 million ~~(26.0%~~(5.5%) to ~~$60.6~~$68.9 million ~~(three~~as compared to $65.3 million for the three months ended ~~September 30, 2020: $48.1 million). Foreign~~March 31, 2021. The impact of foreign exchange rate movements ~~did not impact~~decreased other revenues by $1.3 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020. The increase in~~

~~Table of Contents~~

~~other revenues was primarily driven by increases in front end fees of $8.2 million and real estate transaction fees of $2.6 million.~~

~~In the nine months ended September 30, 2021,~~March 31, 2021. After allowing for foreign exchange movements, other revenues increased by $34.6 million (22.5%) to $188.4 million (nine months ended September 30, 2020: $153.8 million). The impact of foreign exchange rate movements during the nine months ended September 30, 2021 increased other revenues by $0.6 million as compared to the nine months ended September 30, 2020.$4.9 million. The increase in other revenues was primarily driven by ~~increases~~an increase of $13.8 million in real estate transaction fees, partially offset by lower front end fees of ~~$25.3 million and real estate transaction fees of $6.8~~$9.1 million.

Invesco Great Wall

The company’s most significant joint venture ~~arrangement~~ is our 49% investment in Invesco Great Wall Fund Management Company Limited ~~(Invesco~~(the “Invesco Great ~~Wall)~~Wall” joint venture). Management ~~believes that the revenues from~~reflects 100% of Invesco Great ~~Wall should be added to operating revenues to arrive at~~Wall’s activity in its net revenues asand adjusted operating expenses because it is important to evaluate the contribution ~~to the business~~ that Invesco Great Wall is ~~making. See “Schedule of Non-GAAP Information” for additional disclosures regarding~~making to the ~~use of net revenues.~~

~~Management reflects 100% of Invesco Great Wall in its net revenues and adjusted operating expenses.~~business. The company’s non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable to the 51% non-controlling interests. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of net revenues.

Net revenues from Invesco Great Wall were ~~$118.7~~$124.1 million and average AUM was ~~$85.5~~$99.3 billion for the three months ended ~~September 30, 2021~~March 31, 2022 (net revenues were ~~$65.3~~$104.0 million and average AUM was ~~$51.0~~$76.6 billion in the three months ended ~~September 30, 2020)~~March 31, 2021). The impact of foreign exchange rate movements during the three months ended ~~September 30, 2021~~March 31, 2022 increased net revenues by ~~$7.8~~$2.6 million as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange movements, net revenues from Invesco Great Wall were ~~$110.9~~$121.5 million. The increase in revenue is a result of higher AUM, ~~and improved~~partially offset by a reduction in net revenue ~~yield.~~

Net revenues from Invesco Great Wall were $333.6 million and average AUM was $81.1 billion for the nine months ended September 30, 2021 (net revenues were $167.2 million and average AUM was $46.5 billionyield due to changes in the ~~nine months ended September 30, 2020). The impact~~mix of foreign exchange rate movements during the nine months ended September 30, 2021 increased net revenues by $24.9 million as compared to the nine months ended September 30, 2020. After allowing for foreign exchange movements, net revenues from Invesco Great Wall were $308.7 million. The increase in revenue is a result of higher AUM and improved net revenue yield.AUM.

Management, performance and other fees earned from CIP

Management believes that the consolidation of investment products may impact a reader’s analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues for the impact of CIP in calculating net revenues. As management and performance fees earned by Invesco from the consolidated products are eliminated upon consolidation of the investment products, management believes that it is appropriate to add these operating revenues back in the calculation of net revenues. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of net revenues.

Management and performance fees earned from CIP were ~~$11.2~~$11.5 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $10.4~~March 31, 2021: $10.1 million).

~~Management and performance fees earned from CIP were $31.5 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $29.8 million).~~

~~Table of Contents~~

Operating Expenses

The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows:


				Variance					Variance						Variance
		Three months ended September 30,		2021 vs 2020			Nine months ended September 30,		2021 vs 2020				Three months ended March 31,		2022 vs 2021
$ in millions	$ in millions	2021	2020	$ Change	% Change		2021	2020	$ Change	% Change		$ in millions	2022	2021	$ Change	% Change
Third-party distribution, service and advisory	Third-party distribution, service and advisory	546.4	480.8	65.6	13.6	%	1,608.8	1,439.9	168.9	11.7	%	Third-party distribution, service and advisory	512.6	522.8	(10.2)	(2.0)	%
Employee compensation	Employee compensation	476.7	444.5	32.2	7.2	%	1,452.9	1,321.0	131.9	10.0	%	Employee compensation	432.9	489.2	(56.3)	(11.5)	%
Marketing	Marketing	20.3	15.6	4.7	30.1	%	60.6	62.7	(2.1)	(3.3)	%	Marketing	21.7	15.8	5.9	37.3	%
Property, office and technology	Property, office and technology	134.2	127.5	6.7	5.3	%	390.7	386.2	4.5	1.2	%	Property, office and technology	132.0	129.3	2.7	2.1	%
General and administrative	General and administrative	105.0	89.7	15.3	17.1	%	304.9	384.9	(80.0)	(20.8)	%	General and administrative	102.2	96.6	5.6	5.8	%
Transaction, integration and restructuring	Transaction, integration and restructuring	(12.0)	55.3	(67.3)	N/A		(13.3)	171.4	(184.7)	N/A		Transaction, integration and restructuring	35.2	45.8	(10.6)	(23.1)	%
Amortization of intangibles ~~(1)~~	Amortization of intangibles ~~(1)~~	15.6	15.7	(0.1)	(0.6)	%	47.5	46.8	0.7	1.5	%	Amortization of intangibles ~~(1)~~	15.1	15.9	(0.8)	(5.0)	%
Total operating expenses	Total operating expenses	1,286.2	1,229.1	57.1	4.6	%	3,852.1	3,812.9	39.2	1.0	%	Total operating expenses	1,251.7	1,315.4	(63.7)	(4.8)	%

The ~~tables~~table below ~~set~~sets forth these expense categories as a percentage of total operating expenses and operating revenues, which we believe provides useful information as to the relative significance of each type of expense.

$ in millions Three months ended September 30, 2021 % of Total Operating Expenses % of Operating Revenues Three months ended September 30, 2020 % of Total Operating Expenses % of Operating Revenues
Third-party distribution, service and advisory 546.4 42.5 % 31.2 % 480.8 39.0 % 32.1 %
Employee compensation 476.7 37.1 % 27.2 % 444.5 36.2 % 29.7 %
Marketing 20.3 1.6 % 1.2 % 15.6 1.3 % 1.0 %
Property, office and technology 134.2 10.4 % 7.7 % 127.5 10.4 % 8.5 %
General and administrative 105.0 8.2 % 6.0 % 89.7 7.3 % 6.0 %
Transaction, integration and restructuring (12.0) (0.9) % (0.7) % 55.3 4.5 % 3.7 %
Amortization of intangibles (1)
15.6 1.1 % 0.9 % 15.7 1.3 % 1.0 %
Total operating expenses 1,286.2 100.0 % 73.5 % 1,229.1 100.0 % 82.0 %

$ in millions Nine months ended
September 30, 2021 % of Total Operating Expenses % of Operating Revenues Nine months ended
September 30, 2020 % of Total Operating Expenses % of Operating Revenues
Third-party distribution, service and advisory 1,608.8 41.8 % 31.4 % 1,439.9 37.9 % 31.9 %
Employee compensation 1,452.9 37.7 % 28.3 % 1,321.0 34.6 % 29.3 %
Marketing 60.6 1.6 % 1.2 % 62.7 1.6 % 1.4 %
Property, office and technology 390.7 10.1 % 7.6 % 386.2 10.1 % 8.6 %
General and administrative 304.9 7.9 % 5.9 % 384.9 10.1 % 8.5 %
Transaction, integration and restructuring (13.3) (0.3) % (0.3) % 171.4 4.5 % 3.9 %
Amortization of intangibles (1)
47.5 1.2 % 0.9 % 46.8 1.2 % 1.0 %
Total operating expenses 3,852.1 100.0 % 75.0 % 3,812.9 100.0 % 84.4 %

(1) In prior periods, amortization of intangible assets was included in the transaction, integration and restructuring line item. Beginning in 2021, amortization of intangible assets is presented as its own line item. There is no impact on operating expenses, operating income or net income.

~~Table of Contents~~


$ in millions	Three months ended March 31, 2022	% of Total Operating Expenses		% of Operating Revenues		Three months ended March 31, 2021	% of Total Operating Expenses		% of Operating Revenues
Third-party distribution, service and advisory	512.6	41.0	%	31.5	%	522.8	39.8	%	31.5	%
Employee compensation	432.9	34.6	%	26.6	%	489.2	37.2	%	29.5	%
Marketing	21.7	1.7	%	1.3	%	15.8	1.2	%	1.0	%
Property, office and technology	132.0	10.5	%	8.1	%	129.3	9.8	%	7.8	%
General and administrative	102.2	8.2	%	6.3	%	96.6	7.3	%	5.8	%
Transaction, integration and restructuring	35.2	2.8	%	2.2	%	45.8	3.5	%	2.8	%
Amortization of intangibles	15.1	1.2	%	0.8	%	15.9	1.2	%	1.0	%
Total operating expenses	1,251.7	100.0	%	76.8	%	1,315.4	100.0	%	79.4	%

During the three months ended ~~September 30, 2021,~~March 31, 2022, operating expenses ~~increased~~decreased by ~~$57.1~~$63.7 million ~~(4.6%~~(4.8%) to ~~$1,286.2~~$1,251.7 million (three months ended ~~September 30, 2020: $1,229.1~~March 31, 2021: $1,315.4 million). The impact of foreign exchange rate movements ~~increased~~decreased operating expenses by ~~$13.8~~$16.0 million, or ~~1.1%~~1.3% of total operating expenses, during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~

During the nine months ended September 30, 2021, operating expenses increased by $39.2 million (1.0%) to $3,852.1 million (nine months ended September 30, 2020: $3,812.9 million). The impact of foreign exchange rate movements increased operating expenses by $80.9 million, or 2.1% of total operating expenses, during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.March 31, 2021.

Third-Party Distribution, Service and Advisory

~~Third party~~Third-party distribution, service and advisory expenses ~~increased $65.6~~decreased $10.2 million ~~(13.6%~~(2.0%) to ~~$546.4~~$512.6 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $480.8~~March 31, 2021: $522.8 million). The impact of foreign exchange rate movements ~~increased third party~~decreased third-party costs by ~~$3.4~~$6.2 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange rate changes, the ~~increase~~decrease in costs was ~~$62.2~~$4.0 million. ~~Included are increases~~The decrease is primarily due to a decrease of ~~$30.5 million in service fees (primarily 12b-1 fees and transfer agency fees), $10.4~~$14.1 million in renewal commissions, ~~$5.9 million in~~front end commissions and transaction fees, ~~and $5.4~~partially offset by $10.1 million ~~in fund expenses. Also included were increases in unitary fees,~~of higher asset and sales-based fees and ~~front end commissions. The increase is primarily driven by higher average AUM, partially offset by AUM mix as discussed above. See "Schedule of Non-GAAP Information" for additional disclosures.~~unitary fees.

Third party distribution service and advisory expenses increased $168.9 million (11.7%) to $1,608.8 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $1,439.9 million). The impact of foreign exchange rate movements increased third party costs by $26.4 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange rate changes, the increase in costs was $142.5 million. Included are increases of $74.9 million in service fees (primarily 12b-1 fees and transfer agency fees), $19.2 million in transaction fees, $11.9 million in unitary fees, $10.9 million in asset and sales-based fees, $10.8 million in front end commissions, $10.1 million in renewal commissions and $11.5 million in fund expenses. These increases were partially offset by a decrease in sales commissions of $5.2 million. The increase is primarily driven by higher average AUM, partially offset by AUM mix as discussed above. See "Schedule of Non-GAAP Information" for additional disclosures.

Employee Compensation

Employee compensation ~~increased $32.2~~decreased $56.3 million ~~(7.2%~~(11.5%) to ~~$476.7~~$432.9 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $444.5~~March 31, 2021: $489.2 million). The impact of foreign exchange rate movements ~~increased~~decreased employee compensation by ~~$6.3~~$5.9 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange rate changes, there was ~~an increase~~a decrease in employee compensation of ~~$25.9~~ $50.4

million. This ~~increase~~decrease was ~~due to increases of $41.6 million in variable compensation due to improved performance of the company in 2021 and $3.5 million in other staff costs. The increase was partially offset~~driven by decreases of ~~$11.6 million and $8.6~~$26.0 million related to the mark-to-market on the deferred compensation liability and ~~base salaries~~$7.2 million in share-based compensation expenses as a result of savings realized from our strategic evaluation, ~~respectively.~~which includes realigning our client facing workforce to support key areas of growth and repositioning to lower cost locations. The remaining decrease was driven by lower variable compensation due to the performance of the company in 2022 compared to 2021, combined with savings realized from our strategic evaluation.

~~Employee compensation~~Headcount at March 31, 2022 was 8,549 (March 31, 2021: 8,426).

Marketing

Marketing expenses increased ~~$131.9~~$5.9 million ~~(10.0%~~(37.3%) to ~~$1,452.9~~$21.7 million in the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020: $1,321.0~~March 31, 2021: $15.8 million). The impact of foreign exchange rate movements increased employee compensation by $32.9 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange rate changes, there was an increase in employee compensation of $99.0 million. This increase was due to increases of $120.4 million in variable compensation due to improved performance of the company in 2021 as well as $30.9 million related to the mark-to-market on the deferred compensation liability. These increases were partially offset by a decrease of $39.9 million in base salaries, staff benefits and other staff costs as a result of savings realized from our strategic evaluation as well as a $12.5 million decrease in share-based compensation expenses.

~~Headcount at September 30, 2021 was 8,507~~ ~~(September 30, 2020: 8,750), with the decrease primarily due to the strategic~~

~~evaluation initiated in the third quarter of 2020.~~

~~Table of Contents~~

~~Marketing~~

Marketing expenses increased $4.7 million (30.1%) to $20.3 million in the three months ended September 30, 2021 (three months ended September 30, 2020: $15.6 million). The impact of foreign exchange rate movements increaseddecreased marketing expenses by ~~$0.4~~$0.5 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange rate changes, the increase in marketing expenses was ~~$4.3~~$6.4 million. The increase was related to increased client events, advertising ~~travel~~ and ~~client events.~~

Marketing expenses decreased $2.1 million (3.3%) to $60.6 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $62.7 million). The impact of foreign exchange rate movements increased marketing expenses by $2.3 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange rate changes, the decrease in marketing expenses was $4.4 million. The decrease was related to decreased travel, sales literature and research and other marketing costs, partially offset by increased advertising.travel.

Property, Office and Technology

Property, office and technology costs increased by ~~$6.7~~$2.7 million ~~(5.3%~~(2.1%) to ~~$134.2~~$132.0 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $127.5~~March 31, 2021: $129.3 million). The impact of foreign exchange rate movements ~~increased~~decreased property, office and technology expenses by ~~$1.9~~$1.7 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange rate movements, the increase was ~~$4.8~~$4.4 million. The increase was driven by increases in outsourced administration costs of ~~$3.8~~$4.5 million ~~including the transfer agency pricing structure change mentioned above,~~and software maintenance costs of ~~$3.1 million and depreciation expenses of $3.0~~$4.1 million, partially offset by lower property expenses of ~~$4.3~~$4.8 million.

Property, office and technology costs increased by $4.5 million (1.2%) to $390.7 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $386.2 million). The impact of foreign exchange rate movements increased property, office and technology expenses by $9.1 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange rate movements, the decrease was $4.6 million. The decrease was driven by lower property expenses of $16.6 million, offset by increases in depreciation expenses of $6.6 million, software maintenance costs of $5.7 million and outsourced administration costs of $2.4 million, including the transfer agency pricing structure change mentioned above.

General and Administrative

General and administrative expenses increased by ~~$15.3~~$5.6 million ~~(17.1%~~(5.8%) to ~~$105.0~~$102.2 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $89.7~~March 31, 2021: $96.6 million). The impact of foreign exchange rate movements ~~increased~~decreased general and administrative expenses by ~~$1.8~~$1.7 million during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020.~~March 31, 2021. After allowing for foreign exchange rate movements, the increase was ~~$13.5~~$7.3 million. The increase was primarily driven by increases of ~~$6.5~~$6.1 million in professional services costs, ~~$5.1 million in fund expenses incurred by CIP and $3.9~~$4.3 million of market data services ~~costs.~~costs and $4.2 million of increased fund client expenses, irrecoverable taxes and travel. The increase was partially offset by ~~$2.9~~decreases of $4.0 million ~~in foreign currency revaluations.~~

General and administrative expenses decreased by $80.0 million (20.8%) to $304.9 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $384.9 million). The impact of foreign exchange rate movements increased general and administrative expenses by $10.2 million during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. After allowing for foreign exchange rate movements, the decrease was $90.2 million. The decrease was primarily driven by the $105.3 million S&P 500 equal weight funds rebalancing correction in 2020. Other decreases include $5.7 million in travel expenses and $3.7 million in indirect taxes. These decreases were partially offset by increases of $10.9 million in professional services costs, $5.9 million and market data services costs, $3.1 million infrom foreign currency revaluations and ~~$2.9~~$3.6 million infrom fund expenses incurred by CIP.

Transaction, Integration and Restructuring

For the three months ended ~~September 30, 2021,~~March 31, 2022, transaction, integration and restructuring ~~was a benefit to expense of $12.0~~charges were $35.2 million (three months ended ~~September 30, 2020: $55.3 million expense)~~March 31, 2021: $45.8 million).

Transaction and integration expense (excluding restructuring) was ~~a benefit of $37.6~~$8.1 million during the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $52.0~~March 31, 2021: $12.3 million expenses), ~~primarily related to a $45.7 million~~

~~Table~~composed of ~~Contents~~

~~reduction in the estimated OppenheimerFunds acquisition-related liability (See Note 11, "Commitments and Contingencies," for additional details). The benefit was partially offset by $5.8~~$5.4 million of compensation-related expenses and ~~$2.3~~$2.7 million of non-compensation expenses primarily related to the OppenheimerFunds acquisition.

Restructuring costs were ~~$25.6~~$27.1 million for the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $19.0~~March 31, 2021: $33.5 million). Restructuring costs related to the strategic evaluation were ~~$17.9~~$22.3 million for the three months ended March 31, 2022 (three months ended ~~September 30, 2020: $15.3~~March 31, 2021: $30.0 million) and are primarily composed of ~~severance~~non-cash property, office and ~~other personnel-related charges~~technology costs (see Note 9, "Restructuring", for additional details).

~~For the nine months ended September 30, 2021, transaction, integration and restructuring was a benefit to expense of $13.3 million (nine months ended September 30, 2020: $171.4 million expense).~~

Transaction and integration expense (excluding restructuring) was a benefit of $96.0 million during the nine months ended September 30, 2021 (nine months ended September 30, 2020: $182.4 million expense), primarily related to a $131.1 million reduction in the estimated OppenheimerFunds acquisition-related liability (See Note 11, "Commitments and Contingencies," for additional details). The benefit was partially offset by $16.5 million of compensation-related expenses and $18.6 million of non-compensation expenses primarily related to the OppenheimerFunds acquisition.

Restructuring costs were $82.7 million for the nine months ended September 30, 2021 (nine months ended September 30, 2020: $35.8 million). Restructuring costs related to the strategic evaluation were $68.0 million (nine months ended September 30, 2020: $15.3 million) and are primarily composed of severance and other personnel-related charges (see Note 9, "Restructuring", for additional details).

Other Income and Expenses

The main categories of other income and expenses, and the dollar and percentage changes between periods, are as follows:


				Variance					Variance										Variance
		Three months ended September 30,		2021 vs 2020			Nine months ended September 30,		2021 vs 2020					Three months ended March 31,			2022 vs 2021
$ in millions	$ in millions	2021	2020	$ Change	% Change		2021	2020	$ Change	% Change										$ in millions	2022	2021	$ Change	% Change
Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	54.6	18.6	36.0	193.5	%	119.3	46.7	72.6	155.5	%									Equity in earnings of unconsolidated affiliates	33.4	27.5	5.9	21.5	%
Interest and dividend income	Interest and dividend income	1.9	2.6	(0.7)	(26.9)	%	3.6	11.4	(7.8)	(68.4)	%									Interest and dividend income	1.2	1.3	(0.1)	(7.7)	%
Interest expense	Interest expense	(23.1)	(33.8)	10.7	(31.7)	%	(71.5)	(104.9)	33.4	(31.8)	%									Interest expense	(23.2)	(23.8)	0.6	(2.5)	%
Other gains and losses, net		(12.1)	31.5	(43.6)	N/A		65.4	(15.0)	80.4	N/A
Other gains/(losses), net												Other gains/(losses), net	(45.5)		34.1	(79.6)		N/A
Other income/(expense) of CIP, net	Other income/(expense) of CIP, net	200.2	99.2	101.0	101.8	%	416.9	28.6	388.3	1,357.7	%									Other income/(expense) of CIP, net	(23.3)	94.7	(118.0)	N/A
Total other income and expenses	Total other income and expenses	221.5	118.1	103.4	87.6	%	533.7	(33.2)	566.9	N/A										Total other income and expenses	(57.4)	133.8	(191.2)	N/A

Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates increased by ~~$36.0~~$5.9 million to ~~$54.6~~$33.4 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $18.6~~March 31, 2021: $27.5 million). The increase is primarily driven by increases of $27.9

million in our joint venture ~~investments~~investment in ~~China, private equity investments~~Invesco Great Wall due to increased revenues as discussed above and $11.4 million from real estate ~~investments.~~

Equity in earnings of unconsolidated affiliates increased by $72.6 million to $119.3 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $46.7 million). The increase is primarily driven by increases in our joint venture investments in China and private equity investments.

Interest expense

Interest expense decreased by ~~$10.7~~$0.6 million to ~~$23.1~~$23.2 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $33.8~~March 31, 2021: $23.8 million). The decrease is primarily driven by the settlement of the forward contracts in the second quarter of 2021 and lower interest expense on the credit facility, which had a zero balance as of September 30, 2021 compared to $90.0 million as of September 30, 2020.

~~Table of Contents~~

Interest expense decreased by $33.4 million to $71.5 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $104.9 million). The decrease is primarily driven by the settlement of the forward contracts in the second quarter of 2021 and lower interest expense from borrowings on the credit facility, which had a zero balance as of September 30, 2021 compared to $90.0 million as of September 30, 2020.

Other ~~gains and losses,~~gains/(losses), net

Other ~~gains and losses,~~gains/(losses), net was a loss of ~~$12.1~~$45.5 million in the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: $31.5~~March 31, 2021: $34.1 million ~~net~~ gain). Included in the loss were ~~$9.4~~$42.9 million of losses on investments and instruments held for our deferred compensation plans and ~~$5.0 million of investment losses, partially offset by $1.7~~$5.9 million of net ~~gains~~losses related to the mark-to-market on seed money ~~investments.~~

~~Other~~investments, partially offset by $2.4 million of net foreign exchange gains ~~and losses, net was a gain of $65.4 million in the nine months ended September 30, 2021 (nine months ended September 30, 2020: $15.0 million net loss).~~on intercompany loans. Included in the gain for the three months ended March 31, 2021 were ~~$35.3~~$15.7 million of gains on investments and instruments held for our deferred compensation plans, ~~$25.8~~$8.1 million of gains on the mark-to-market of acquisition-related contingent consideration liabilities, $4.4 million of net gains related to the mark-to-market on seed money investments, ~~and $8.1~~$3.5 million of net foreign exchange gains on ~~acquisition-related contingent consideration liabilities, partially offset by $5.3~~intercompany loans and $2.2 million of ~~investment losses.~~net gains related to our defined benefit pension plan.

Other income/(expense) of CIP

~~Other income/(expense) of CIP includes interest and dividend income, interest expense and other gains/(losses) of CIP.~~

In the three months ended ~~September 30, 2021,~~March 31, 2022, interest and dividend income of CIP increased by ~~$2.9~~$5.8 million ~~(3.8%~~(8.4%) to ~~$79.2~~$74.5 million (three months ended ~~September 30, 2020: $76.3~~March 31, 2021: $68.7 million). Interest expense of CIP ~~decreased~~increased by ~~$0.3~~$1.6 million ~~(0.7%~~(3.9%) to ~~$41.5~~$42.5 million (three months ended ~~September 30, 2020: $41.8 million).~~

In the nine months ended September 30, 2021, interest and dividend income of CIP decreased by $26.8 million (11.1%) to $214.4 million (nine months ended September 30, 2020: $241.2 million). Interest expense of CIP decreased by $30.4 million (20.1%) to $120.8 million (nine months ended September 30, 2020: $151.2March 31, 2021: $40.9 million).

Included in other gains/(losses) of CIP, net, are realized and unrealized gains and losses on the underlying investments and debt of CIP. In the three months ended ~~September 30, 2021, other gains and~~March 31, 2022, Other gains/(losses), net losses of CIP were net ~~gains~~losses of ~~$162.5~~$55.3 million as compared to net gains of ~~$64.7~~$66.9 million in the three months ended ~~September 30, 2020. In the nine months ended September 30, 2021, other gains and losses of CIP were net gains of $323.3 million as compared to~~March 31, 2021. The net losses ~~of $61.4 million in the nine months ended September 30, 2020. The net gains~~ during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 were attributable to market-driven ~~gains~~losses on investments held by consolidated funds.

Net impact of CIP and related noncontrolling interests in consolidated entities

The net impact toof CIP on net income attributable to Invesco Ltd. in each period primarily represents the changes in the value of the ~~company’s~~company's holding in its consolidated ~~CLOs.~~CLOs, which is reclassified into other gains/(losses) from accumulated other comprehensive income upon consolidation. The consolidation of investment products during the three months ended ~~September 30, 2021~~March 31, 2022 resulted in no net change in net income attributable to Invesco Ltd. (three months ended ~~September 30, 2020: $9.6 million increase). The consolidation of investment products during the nine months ended September 30, 2021~~March 31, 2021: resulted in no net change in net income attributable to Invesco ~~Ltd. (nine months ended September 30, 2020: $9.4 million increase)~~Ltd). CIP are taxed at the investor level and not at the product level; therefore, there is no tax provision reflected in the net impact of CIP.

Noncontrolling interests in consolidated entities represent the profit or loss amounts attributed to third-party investors in CIP. The impact of any gains or losses resulting from valuation changes in the investments of non-CLO CIP attributable to the interests of third-parties are offset by resulting changes in gains and losses attributable to noncontrolling interests in consolidated entities and therefore do not have a material effect on the financial condition, operating results (including earnings per common share), liquidity or capital resources of the company’s common shareholders. Similarly, any gains or losses resulting from valuation changes in the investments of CLOs attributable to the interests of third-parties are offset by the calculated value of the notes issued by the CLOs (offsetting in other gains/(losses) of CIP) and therefore also do not have a material effect on the financial condition, operating results (including earnings per common share), liquidity or capital resources of the company’s common shareholders.

Additionally, CIP represent less than 1% of the company’s AUM. Therefore, the net gains or losses of CIP are not indicative of the performance of the company’s aggregate AUM.

~~Table of Contents~~

Income Tax Expense

The company's subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory tax rate will vary from year to year depending on the mix of the profits and losses from each jurisdiction.

Our effective tax rate ~~decreased~~increased to ~~20.4%~~25.9% for the three months ended ~~September 30, 2021~~March 31, 2022 (three months ended ~~September 30, 2020: 23.8%~~March 31, 2021: 22.3%). The ~~decrease in the effective tax~~ rate ~~in the third quarter~~increase is primarily due to the ~~favorable impact that the higher~~decrease in income attributable to ~~non-controlling~~ interests in consolidated investment products has on the effective tax rate, which was partially offset by an increase in the reserve for uncertain tax positions and tax expense related to the remeasurement of deferred assets and liabilities due to an increase in the US state effective tax rate.

Our effective tax rate decreased to 22.1% for the nine months ended September 30, 2021 (nine months ended September 30, 2020: 28.8%). The decrease in the effective tax rate is primarily due to a change in the mix of income and loss across taxing jurisdictions and the higher income attributable to non-controlling interests in consolidated investments products. The decrease was partially offset by an increase in the reserve for uncertain tax positions and tax expense related to the remeasurement of deferred tax assets and liabilities due to the UK corporate tax rate increase and the increase in the US state effective tax rate.CIP.

5540

~~Table of Contents~~

Schedule of Non-GAAP Information

We utilize the following non-GAAP performance measures: net revenue (and by calculation, net revenue yield on AUM), adjusted operating income, adjusted operating margin, adjusted net income attributable to Invesco Ltd. and adjusted diluted earnings per common share (EPS). The company believes the adjusted measures provide valuable insight into the company’s ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company’s management with the establishment of operational budgets and ~~forecasts and assist the Board of Directors and management of the company in determining incentive compensation decisions.~~forecasts. The most directly comparable U.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable to Invesco Ltd. and diluted EPS. Each of these measures is discussed more fully below.

The following are reconciliations of operating revenues, operating income (and by calculation, operating margin) and net income attributable to Invesco Ltd. (and by calculation, diluted EPS) on a U.S. GAAP basis to a non-GAAP basis of net revenues, adjusted operating income (and by calculation, adjusted operating margin) and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS). These non-GAAP measures should not be considered as substitutes for any U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to these non-GAAP measures if deemed appropriate. The tax effects related to the reconciling items have been calculated based on the tax rate attributable to the jurisdiction to which the transaction relates. Notes to the reconciliations follow the tables.

Reconciliation of Operating revenues to Net revenues:


		Three months ended September 30,		Nine months ended September 30,		Three months ended March 31,
$ in millions	$ in millions	2021	2020	2021	2020		$ in millions	2022	2021
Operating revenues, U.S. GAAP basis	Operating revenues, U.S. GAAP basis	1,750.0	1,497.6	5,131.1	4,515.5		Operating revenues, U.S. GAAP basis	1,629.4	1,659.7
Invesco Great Wall (1)	Invesco Great Wall (1)	118.7	65.3	333.6	167.2		Invesco Great Wall (1)	124.1	104.0
Revenue Adjustments (2)	Revenue Adjustments (2)						Revenue Adjustments (2)
Investment management fees	Investment management fees	(216.3)	(192.6)	(632.3)	(573.1)		Investment management fees	(205.9)	(203.2)
Service and distribution fees	Service and distribution fees	(278.0)	(245.0)	(809.2)	(730.1)		Service and distribution fees	(257.7)	(261.5)
Other	Other	(52.1)	(43.2)	(167.3)	(136.7)		Other	(49.0)	(58.1)
Total Revenue Adjustments	Total Revenue Adjustments	(546.4)	(480.8)	(1,608.8)	(1,439.9)		Total Revenue Adjustments	(512.6)	(522.8)
CIP (3)	CIP (3)	11.2	10.4	31.5	29.8		CIP (3)	11.5	10.1
Net revenues	Net revenues	1,333.5	1,092.5	3,887.4	3,272.6		Net revenues	1,252.4	1,251.0

Reconciliation of Operating income to Adjusted operating income:


		Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
$ in millions	$ in millions	2021		2020		2021		2020			$ in millions	2022		2021
Operating income, U.S. GAAP basis	Operating income, U.S. GAAP basis	463.8		268.5		1,279.0		702.6			Operating income, U.S. GAAP basis	377.7		344.3
Invesco Great Wall (1)	Invesco Great Wall (1)	70.4		37.7		198.9		95.4			Invesco Great Wall (1)	73.7		66.5
CIP (3)	CIP (3)	20.7		14.8		56.9		52.7			CIP (3)	14.8		17.0
Transaction, integration and restructuring (4)	Transaction, integration and restructuring (4)	(12.0)		55.3		(13.3)		171.4			Transaction, integration and restructuring (4)	35.2		45.8
Amortization of intangible assets (5)	Amortization of intangible assets (5)	15.6		15.7		47.5		46.8			Amortization of intangible assets (5)	15.1		15.9
Compensation expense related to market valuation changes in deferred compensation plans (6)	Compensation expense related to market valuation changes in deferred compensation plans (6)	3.1		14.7		36.1		4.9			Compensation expense related to market valuation changes in deferred compensation plans (6)	(21.9)		13.5
Other reconciling items (7)		—		—		—		105.3

Adjusted operating income	Adjusted operating income	561.6		406.7		1,605.1		1,179.1			Adjusted operating income	494.6		503.0

Operating margin*	Operating margin*	26.5	%	17.9	%	24.9	%	15.6	%		Operating margin*	23.2	%	20.7	%
Adjusted operating margin**	Adjusted operating margin**	42.1	%	37.2	%	41.3	%	36.0	%		Adjusted operating margin**	39.5	%	40.2	%

5641

~~Table of Contents~~

Reconciliation of Net income attributable to Invesco Ltd. to Adjusted net income attributable to Invesco Ltd.:


		Three months ended September 30,		Nine months ended September 30,		Three months ended March 31,
$ in millions, except per common share data	$ in millions, except per common share data	2021	2020	2021	2020		$ in millions, except per common share data	2022	2021
Net income attributable to Invesco Ltd., U.S. GAAP basis	Net income attributable to Invesco Ltd., U.S. GAAP basis	330.1	191.7	966.2	313.7		Net income attributable to Invesco Ltd., U.S. GAAP basis	197.7	267.8
CIP (3)		—	(9.6)	—	(9.4)

Transaction, integration and restructuring, net of tax (4)	Transaction, integration and restructuring, net of tax (4)	(8.7)	43.4	(8.4)	132.4		Transaction, integration and restructuring, net of tax (4)	27.0	35.1
Amortization of intangible assets, net of tax (5)		21.3	21.8	64.9	64.9
Amortization of intangible assets and related tax benefits (5)							Amortization of intangible assets and related tax benefits (5)	18.8	21.8
Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax (6)	Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax (6)	9.4	(7.1)	(0.1)	(7.1)		Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax (6)	15.8	(1.9)
Other reconciling items, net of tax (7)	Other reconciling items, net of tax (7)	6.5	3.8	17.3	64.5		Other reconciling items, net of tax (7)	—	(6.2)
Adjusted net income attributable to Invesco Ltd.	Adjusted net income attributable to Invesco Ltd.	358.6	244.0	1,039.9	559.0		Adjusted net income attributable to Invesco Ltd.	259.3	316.6

Average common shares outstanding - diluted	Average common shares outstanding - diluted	466.0	463.5	465.6	462.0		Average common shares outstanding - diluted	462.4	464.7
Diluted EPS	Diluted EPS	$0.71	$0.41	$2.08	$0.68		Diluted EPS	$0.43	$0.58
Adjusted diluted EPS***	Adjusted diluted EPS***	$0.77	$0.53	$2.23	$1.21		Adjusted diluted EPS***	$0.56	$0.68

____________

* Operating margin is equal to operating income divided by operating revenues.

** Adjusted operating margin is equal to adjusted operating income divided by net revenues.

*** Adjusted diluted EPS is equal to adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted common shares outstanding. There is no difference between the calculated ~~EPS~~earnings per common share amounts presented above and the calculated ~~EPS~~earnings per common share amounts under the two class method.

(1) Invesco Great Wall

~~Management~~The company reflects 100% of Invesco Great Wall in its net revenues and adjusted operating expenses. The company’s non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable to non-controlling interests.

(2) Revenue Adjustments

~~Management believes that adjustments to investment management fees, service and distribution fees and other~~The company calculates net revenues ~~from~~by reducing operating revenues ~~appropriately reflect these revenues as being~~to exclude fees that are passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. ~~Further, these adjustments vary by geography due to the differences in distribution channels.~~ The net revenue presentation assists in identifying the revenue contribution generated by the ~~business,~~company, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units. Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting ~~period. This financial measure is~~period, as an indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company’s performance relative to industry competitors and within the company for capital allocation purposes.

Investment management fees are adjusted by renewal commissions and certain administrative fees. Service and distribution fees are primarily adjusted by distribution fees passed through to broker dealers for certain share classes and pass through fund-related costs. Other is primarily adjusted by transaction fees passed through to third parties. While the terms used for these types of adjustments vary by geography, they are all costs that are driven by the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements, the company must reflect these revenues and expenses gross under U.S. GAAP on the Condensed Consolidated Statements of Income.

~~Table of Contents~~

(3) CIP

See Part I, Item 1, Financial Statements - Note 12, "Consolidated Investment Products", for a detailed analysis of the impact to the company’s Condensed Consolidated Financial Statements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove the revenues and expenses recorded by the consolidated products that have been included in the U.S. GAAP Condensed Consolidated Statements of Income.

~~Management~~The company believes that the consolidation of investment products may impact a reader’s analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues,

operating income and net income for the impact of CIP in calculating the respective net revenues, adjusted operating income and adjusted net income.

(4) Transaction, integration and restructuring related adjustments

~~Management~~The company believes it is useful to investors and other users of our Condensed Consolidated Financial Statements to adjust for the transaction, integration and restructuring charges in arriving at adjusted operating income, adjusted operating margin 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. See “Results of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ -- Transaction, Integration and Restructuring” for additional details.

(5) Amortization of intangible assets and related tax benefits

In prior periods, amortization of intangible assets was included in the transaction, integration and restructuring line item. Beginning in 2021, amortization of intangible assets is presented as its own line item. There is no impact on operating expenses, operating income or net income.

While finite-lived intangible assets are amortized under U.S. GAAP, there is no amortization charge on goodwill and indefinite-lived intangibles. In certain qualifying situations, amortization can be recognized for goodwill and indefinite-lived intangibles for tax purposes, generally over a 15-year period, as is the case in the U.S. The tax benefit realized on the amortization is recognized as a deferred tax liability that is not reflected in the company’s earnings absent an impairment charge or the disposal of the related business, which is not anticipated in the foreseeable future.

~~Management~~company believes it is useful to investors and other users of our financial statements to ~~adjust for~~remove amortization expense related to acquired assets ~~and~~net of the tax benefits ~~resulting from~~realized on the tax amortization of goodwill and ~~indefinite-lived~~ intangible assets in arriving at adjusted operating income, adjusted operating margin 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-related charges.

(6) Market movement on deferred compensation plan liabilities

Certain deferred compensation plan awards involve a return to the employee linked to the appreciation (depreciation) of specified investments, typically the funds managed by the employee. Invesco hedges economically the exposure to market movements.

Since these plans are hedged economically, management believes it is useful to reflect the offset ultimately achieved from hedging the investment market exposure in the calculation of adjusted operating income (and by calculation, adjusted operating margin) and ~~adjusted~~Adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS), to produce results that will be more comparable period to period.

~~Table of Contents~~

See below for a reconciliation of deferred compensation related items:


		Three months ended September 30,		Nine months ended September 30,		Three months ended March 31,
$ in millions	$ in millions	2021	2020	2021	2020		$ in millions	2022	2021
Market movement on deferred compensation plan liabilities:	Market movement on deferred compensation plan liabilities:						Market movement on deferred compensation plan liabilities:
Compensation expense related to market valuation changes in deferred compensation liability	Compensation expense related to market valuation changes in deferred compensation liability	3.1	14.7	36.1	4.9		Compensation expense related to market valuation changes in deferred compensation liability	(21.9)	13.5
Adjustments to operating income	Adjustments to operating income	3.1	14.7	36.1	4.9		Adjustments to operating income	(21.9)	13.5
Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense)	Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense)	9.1	(23.9)	(36.2)	(14.0)		Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense)	42.4	(15.9)
Taxation:	Taxation:						Taxation:
Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense	Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense	(2.8)	2.1	—	2.0		Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense	(4.7)	0.5
Adjustments to net income attributable to Invesco Ltd.	Adjustments to net income attributable to Invesco Ltd.	9.4	(7.1)	(0.1)	(7.1)		Adjustments to net income attributable to Invesco Ltd.	15.8	(1.9)

(7) Other reconciling items

Each of these other reconciling items has been adjusted from U.S. GAAP to arrive at the company’s non-GAAP financial measures for the reasons either outlined in the paragraphs above, due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted from U.S. GAAP in a prior period.

Three months ended September 30, Nine months ended September 30,
$ in millions 2021 2020 2021 2020
Other non-GAAP adjustments:
Fund rebalancing correction (a)
— — — 105.3
Adjustments to operating income — — — 105.3
Foreign exchange hedge — — — (1.2)
Change in contingent consideration estimates — 0.4 (8.1) (12.0)
Taxation:
Taxation on fund rebalancing correction (a)
— — — (25.3)
State tax uncertain tax position (b)
— — — (9.0)
Impact of tax rate changes (c)
6.5 3.6 23.5 3.6
Taxation on foreign exchange hedge amortization — — — 0.3
Taxation on change in consideration estimates — (0.2) 1.9 2.8
Adjustments to net income attributable to Invesco Ltd. 6.5 3.8 17.3 64.5


	Three months ended March 31,
$ in millions	2022	2021
Other non-GAAP adjustments:









Change in contingent consideration estimates	—	(8.1)


Taxation:









Taxation on change in consideration estimates	—	1.9



Adjustments to net income attributable to Invesco Ltd.	—	(6.2)

~~(a)~~The company recorded a charge of $105.3 million in the second quarter of 2020 due to a previously disclosed S&P 500 equal weight funds rebalancing correction. Due to the unique character and magnitude of this item, it has been adjusted from U.S. GAAP to arrive at the company's non-GAAP financial measures.

~~(b)The income tax provision for the nine months ended September 30, 2020 includes a tax benefit of $9.0 million~~ resulting from the reversal of an uncertain tax position due to the expiration of statute of limitations. This benefit has been removed from the company’s non-GAAP results to be consistent with the exclusion of the original provision in a prior period.

~~(c)~~The three and nine months ended September 30, 2021 included a non-cash income tax expense of $6.5 million related to the remeasurement of certain intangible deferred tax liabilities due to tax rate changes. Also included in the nine months ended September 30, 2021, is a non-cash income tax expense of $17.0 million arising from the remeasurement of the UK deferred tax assets and liabilities due to the enactment of an increase in the UK corporate tax rate from 19% to 25% effective in 2023 (three and nine months ended September 30, 2020: $3.6 million).

5944

~~Table of Contents~~

Balance Sheet Discussion (1)

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:


		As of September 30, 2021				As of December 31, 2020					As of March 31, 2022				As of December 31, 2021
Balance sheet information $ in millions	Balance sheet information $ in millions	U.S. GAAP	Impact of CIP	Impact of Policyholders	As Adjusted	U.S. GAAP	Impact of CIP	Impact of Policyholders	As Adjusted	Balance sheet information $ in millions	U.S. GAAP	Impact of CIP	Impact of Policyholders	As Adjusted	U.S. GAAP	Impact of CIP	Impact of Policyholders	As Adjusted
ASSETS	ASSETS									ASSETS
Cash and cash equivalents	Cash and cash equivalents	1,773.2	—	—	1,773.2	1,408.4	—	—	1,408.4	Cash and cash equivalents	1,309.6	—	—	1,309.6	1,896.4	—	—	1,896.4
Unsettled fund receivables		237.6	—	—	237.6	109.4	—	—	109.4

Investments	Investments	906.4	(445.4)	—	1,351.8	826.8	(421.4)	—	1,248.2	Investments	966.8	(456.6)	—	1,423.4	926.3	(454.8)	—	1,381.1
Assets of CIP:	Assets of CIP:									Assets of CIP:
Investments and other assets of CIP	Investments and other assets of CIP	9,197.9	9,197.9	—	—	8,085.5	8,085.5	—	—	Investments and other assets of CIP	9,448.2	9,448.2	—	—	9,575.1	9,575.1	—	—
Cash and cash equivalents of CIP	Cash and cash equivalents of CIP	536.3	536.3	—	—	301.7	301.7	—	—	Cash and cash equivalents of CIP	304.5	304.5	—	—	250.7	250.7	—	—
Assets held for policyholders	Assets held for policyholders	2,232.2	—	2,232.2	—	7,582.1	—	7,582.1	—	Assets held for policyholders	1,662.1	—	1,662.1	—	1,893.6	—	1,893.6	—
Goodwill and intangible assets, net	Goodwill and intangible assets, net	16,124.8	—	—	16,124.8	16,221.9	—	—	16,221.9	Goodwill and intangible assets, net	16,053.6	—	—	16,053.6	16,110.5	—	—	16,110.5
Other assets (2)	Other assets (2)	1,805.5	(5.7)	—	1,811.2	1,968.3	(5.1)	—	1,973.4	Other assets (2)	2,109.0	(7.0)	—	2,116.0	2,033.0	(6.4)	—	2,039.4
Total assets	Total assets	32,813.9	9,283.1	2,232.2	21,298.6	36,504.1	7,960.7	7,582.1	20,961.3	Total assets	31,853.8	9,289.1	1,662.1	20,902.6	32,685.6	9,364.6	1,893.6	21,427.4
LIABILITIES	LIABILITIES									LIABILITIES
Liabilities of CIP:	Liabilities of CIP:									Liabilities of CIP:
Debt of CIP	Debt of CIP	7,224.5	7,224.5	—	—	6,714.1	6,714.1	—	—	Debt of CIP	7,084.4	7,084.4	—	—	7,336.1	7,336.1	—	—
Other liabilities of CIP	Other liabilities of CIP	864.9	864.9	—	—	588.6	588.6	—	—	Other liabilities of CIP	763.1	763.1	—	—	846.3	846.3	—	—
Policyholder payables	Policyholder payables	2,232.2	—	2,232.2	—	7,582.1	—	7,582.1	—	Policyholder payables	1,662.1	—	1,662.1	—	1,893.6	—	1,893.6	—
Unsettled fund payables		237.2	—	—	237.2	98.4	—	—	98.4
Long-term debt		2,084.5	—	—	2,084.5	2,082.6	—	—	2,082.6

Debt										Debt	2,085.7	—	—	2,085.7	2,085.1	—	—	2,085.1
Other liabilities (3)	Other liabilities (3)	3,896.0	0.1	—	3,895.9	4,417.6	—	—	4,417.6	Other liabilities (3)	3,471.2	—	—	3,471.2	3,845.7	—	—	3,845.7
Total liabilities	Total liabilities	16,539.3	8,089.5	2,232.2	6,217.6	21,483.4	7,302.7	7,582.1	6,598.6	Total liabilities	15,066.5	7,847.5	1,662.1	5,556.9	16,006.8	8,182.4	1,893.6	5,930.8
EQUITY	EQUITY									EQUITY
Total equity attributable to Invesco Ltd.	Total equity attributable to Invesco Ltd.	15,080.1	(0.1)	—	15,080.2	14,361.8	(0.1)	—	14,361.9	Total equity attributable to Invesco Ltd.	15,345.0	(0.1)	—	15,345.1	15,495.8	(0.1)	—	15,495.9
Noncontrolling interests (4)	Noncontrolling interests (4)	1,194.5	1,193.7	—	0.8	658.9	658.1	—	0.8	Noncontrolling interests (4)	1,442.3	1,441.7	—	0.6	1,183.0	1,182.3	—	0.7
Total equity	Total equity	16,274.6	1,193.6	—	15,081.0	15,020.7	658.0	—	14,362.7	Total equity	16,787.3	1,441.6	—	15,345.7	16,678.8	1,182.2	—	15,496.6
Total liabilities and equity	Total liabilities and equity	32,813.9	9,283.1	2,232.2	21,298.6	36,504.1	7,960.7	7,582.1	20,961.3	Total liabilities and equity	31,853.8	9,289.1	1,662.1	20,902.6	32,685.6	9,364.6	1,893.6	21,427.4

____________

(1) These tables include 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 shareholder’s equity.

(2) Amounts include restricted cash, accounts receivable, prepaid assets, unsettled fund receivables, property, equipment and software, right-of-use assets and other assets.

(3) Amounts include accrued compensation and benefits, unsettled fund payables, accounts payable and accrued expenses, lease liability and deferred tax liabilities.

(4) Amounts include redeemable noncontrolling interests in consolidated entities and equity attributable to nonredeemable noncontrolling interests in consolidated entities.

Cash and cash equivalents

Cash and cash equivalents ~~increased~~decreased by ~~$364.8~~$586.8 million from ~~$1,408.4~~$1,896.4 million at December 31, ~~2020~~2021 to ~~$1,773.2~~$1,309.6 million at ~~September 30, 2021.~~March 31, 2022. See “Cash Flows Discussion” in the following section within this Management’s Discussion and Analysis for additional discussion regarding the movements in cash flows during the period.

6045

~~Table of Contents~~

Investments

As of ~~September 30, 2021,~~March 31, 2022, we had ~~$906.4~~$966.8 million in total investments (December 31, ~~2020:$826.8~~2021: $926.3 million). Included in investments are ~~$102.8~~$98.8 million of seed money investments in affiliated funds used to seed funds as we launch new products and ~~$218.3~~$205.8 million of investments related to assets held for deferred compensation plans, which are also held primarily in affiliated funds. Seed investments decreased by a net ~~$50.7~~$10.6 million during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The decrease in the period was related to redemptions of ~~$202.1~~$12.2 million, ~~partially offset by purchases~~a non-cash decrease of ~~$108.5~~$8.7 million ~~$25.9~~due to the net consolidation of certain CIP in the period (eliminating the company’s investment balances) and $6.0 million of market valuation changes and foreign exchange movements, ~~and a non-cash increase~~partially offset by purchases of ~~$17.0 million due to the deconsolidation of certain CIP in the period (restoring the company’s formerly eliminated investment balances).~~$16.3 million. Investments related to deferred compensation awards ~~increased~~decreased by a net ~~$15.6~~$20.8 million during the period. OfThe net $20.8 million decrease in the ~~net $15.6~~period was related to $21.6 million ~~increase, $15.4 million related to~~of negative market valuation changes and foreign exchange ~~movements.~~movements, partially offset by $0.8 million in purchases.

Included in investments are ~~$545.1~~$623.7 million in equity method investments in Invesco Great Wall and in certain of the company’s private equity partnerships, real estate partnerships and other co-investments (December 31, ~~2020: $426.1 million~~)2021: $550.1 million). The increase of ~~$119.0~~$73.6 million in equity method investments was driven by ~~$119.3 million in current period earnings and~~ an increase from partnership contributions of ~~$62.0 million.~~$48.8 million and $33.4 million in current period earnings. This increase was partially offset by ~~$38.8 million related to a dividend from Invesco Great Wall, $13.5~~$3.0 million related to capital distributions from partnership investments, ~~$5.2~~$2.8 million related to distributions from partnership investments and ~~$4.8~~$2.8 million in ~~investment losses, partially offset by~~market valuation changes and foreign exchange movements. Also included in investments are foreign time deposits of ~~$29.1~~$29.3 million.

As of March 31, 2022, the company had $892.8 million in seed capital and co-investments (December 31, 2021: $856.7 million), including direct investments in consolidated investment products. Total seed capital and co-investments is presented as a helpful measure for investors and represents our net investment interest including our net interest in CIP, net of deferred compensation investments, joint ventures and other investments. The following table reconciles the investment balance to the total seed capital and co-investment balance.


	As of
$ in millions	March 31, 2022	December 31, 2021
Investments	966.8	926.3
Net interest in consolidated investment products (1)	456.6	454.8
Less: Investments related to deferred compensation plans, joint ventures, and other investments	(530.6)	(524.4)
Total seed capital and co-investments (2)	892.8	856.7

____________

(1) Included in net interest in consolidated investment products as of March 31, 2022 is $194.4 million of seed capital and $262.2 million of co-investments (December 31, 2021: $195.3 million of seed capital and $259.5 million of co-investments).

(2) Included in the total seed and co-investment balance as of March 31, 2022 is $293.3 million of seed capital and $599.5 million of co-investments (December 31, 2021: $304.7 million of seed capital and $552.0 million of co-investments).

Assets held for policyholders and policyholder payables

One of our subsidiaries, Invesco Pensions Limited, is an insurance company that was established to facilitate retirement savings plans in the UK. The entity holds assets that are managed for its clients on its balance sheet with an equal and offsetting liability. The decrease in the balance of these accounts from ~~$7,582.1~~$1,893.6 million at December 31, ~~2020~~2021 to ~~$2,232.2~~$1,662.1 million at ~~September 30, 2021~~March 31, 2022 was the result of net business outflows of ~~$5,404.4~~$183.5 million and negative ~~foreign exchange rate~~market movements of ~~$55.5~~$63.8 million, offset by ~~$110.0~~$15.8 million of positive ~~market~~foreign exchange rate movements.

Liquidity and Capital Resources

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

Capital Management

Our capital management priorities have evolved with the growth and success of our business and ~~include:~~

~~• Reinvestment~~include, in no particular order of priority: reinvestment in the ~~business;~~

~~• Maintain~~business, maintaining a strong balance ~~sheet;~~

~~• Moderate~~sheet and returning capital to our investors through share repurchases and moderate growth of ~~dividends (as further discussed in the "Dividends" section below); and~~

~~• Share repurchases.~~

~~As of September 30, 2021, the balance on the $1.5 billion capacity credit facility was zero.~~

The company did not repurchase any of its shares in the open market during the three months ended September 30, 2021. During the third quarter, an aggregate of 0.4 million common shares were withheld in the amount of $10.5 million related to tax withholding requirements on employee share vestings.dividends.

Our capital management process is executed in a manner consistent with our desire to maintain strong, investment grade credit ratings. As of the date of our filing, Invesco held credit ratings of BBB+/Stable, A3/Stable and ~~A-/~~A/Stable from Standard & Poor’s Ratings Service (“S&P”), Moody’s Investor Services (“Moody’s”) and Fitch Ratings (“Fitch”), respectively. Our ability to continue to access the capital markets in a timely manner depends on several factors, including our credit ratings, the condition of the global economy including the impact of COVID-19, investors’ willingness to purchase our securities, interest rates, credit spreads and the valuation levels of equity markets. If we are unable to access capital markets in a timely manner, our business could be adversely impacted.

~~Table~~During the three months ended March 31, 2022, the company repurchased 8.9 million common shares in open market transactions utilizing $200 million in cash. As of ~~Contents~~

March 31, 2022, approximately $532.2 million remained authorized under the company’s common share repurchase authorization approved by the Board on July 22, 2016.

In line with our capital management priorities, the company increased our quarterly common dividend by 10% to $0.1875 per common share beginning with the dividend that will be paid in the second quarter of 2022.

On April 6, 2022, the company announced the early redemption of the $600 million 3.125% Senior Notes due on November 30, 2022, consistent with our commitment to improve our leverage profile. The redemption will occur on May 6, 2022. As of March 31, 2022 and December 31, 2021, the balance on the $1.5 billion capacity credit facility was zero.

Other items

Certain of our subsidiaries are required to maintain minimum levels of capital. Such requirements may change from time-to-time as additional guidance is released based on a variety of factors, including balance sheet composition, assessment of risk exposures and governance, and review from regulators. These and other similar provisions of applicable laws and regulations may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. Our financial condition or liquidity could be adversely affected if certain of our subsidiaries are unable to distribute funds to us.

All of our regulated EU and UK subsidiaries are subject to consolidated capital requirements under applicable EU and UK requirements, ~~including those arising from the EU's Capital Requirements Directive and the UK's Internal Capital Adequacy Assessment Process (ICAAP),~~ and we maintain capital within this European sub-group to satisfy these regulations. We meet these requirements in part by holding cash and cash equivalents. This retained cash can be used for general business purposes in the European sub-group in the countries where it is located. Due to the capital restrictions, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between international jurisdictions may have adverse tax consequences. We are in compliance with all regulatory minimum net capital requirements. As of ~~September 30, 2021,~~March 31, 2022, the company’s minimum regulatory capital requirement was ~~$723.4~~$708.4 million (December 31, ~~2020: $763.6~~2021: $724.9 million); the decrease was driven by ~~a reduction in net capital requirements in the UK as a result of lower expenses and AUM levels, as well as~~ the weakening of the Pound Sterling against the U.S. Dollar. The total amount of non-U.S. cash and cash equivalents was ~~$1,064.6~~$820.8 million at ~~September 30, 2021~~March 31, 2022 (December 31, ~~2020: $1,034.8~~2021: $1,088.3 million).

The consolidation of ~~$9,734.2~~$9,752.7 million and ~~$7,224.5~~$7,084.4 million of assets and ~~long-term~~ debt of CIP as of ~~September 30, 2021,~~March 31, 2022, respectively, did not impact the company’s liquidity and capital resources. The majority of CIP balances related to consolidated CLOs. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company’s direct investments in, and management and performance fees generated from these products, which are eliminated upon consolidation. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be company assets. Likewise, if the CLOs were to liquidate, their investors would have no recourse to the general credit of the company. The company therefore does not consider this debt to be an obligation of the company. See Part I, Item 1, Financial Statements - Note 12, "Consolidated Investment Products", for additional details.

Cash Flows Discussion

The ability to consistently generate cash flows from operations in excess of dividend payments, common share repurchases, capital expenditures and ongoing operating expenses is one of our company’s fundamental financial strengths. Operations continue to be financed from current earnings and borrowings. Our principal uses of cash, other than for operating expenses, include dividend payments, capital expenditures, acquisitions, purchases of our common shares in the open market and investments in certain new investment products.

~~Table of Contents~~

The following table represents a reconciliation of the cash flow information presented on a U.S. GAAP basis to the cash flows information, excluding the impact of the cash flows of Consolidated Investment Products for the reasons outlined in footnote 1 to the table:


Cash flows information (1)	Cash flows information (1)	Nine months ended September 30, 2021			Nine months ended September 30, 2020			Cash flows information (1)	Three months ended March 31, 2022			Three months ended March 31, 2021
$ in millions	$ in millions	U.S. GAAP	Impact of CIP	Excluding CIP	U.S. GAAP	Impact of CIP	Excluding CIP	$ in millions	U.S. GAAP	Impact of CIP	Excluding CIP	U.S. GAAP	Impact of CIP	Excluding CIP
Cash, cash equivalents and restricted cash, beginning of the period (2)	Cash, cash equivalents and restricted cash, beginning of the period (2)	1,839.3	301.7	1,537.6	1,701.2	652.2	1,049.0	Cash, cash equivalents and restricted cash, beginning of the period (2)	2,147.1	250.7	1,896.4	1,839.3	301.7	1,537.6
Cash flows from operating activities (1)	Cash flows from operating activities (1)	1,081.8	(141.2)	1,223.0	662.7	(54.2)	716.9	Cash flows from operating activities (1)	(375.4)	(256.0)	(119.4)	(26.9)	(101.6)	74.7
Cash flows from investing activities	Cash flows from investing activities	(579.4)	(510.5)	(68.9)	(829.0)	(756.7)	(72.3)	Cash flows from investing activities	(79.1)	(1.6)	(77.5)	(139.9)	(124.6)	(15.3)
Cash flows from financing activities	Cash flows from financing activities	14.2	904.1	(889.9)	(230.3)	391.3	(621.6)	Cash flows from financing activities	(55.3)	314.2	(369.5)	137.8	359.9	(222.1)
Increase/(decrease) in cash and cash equivalents	Increase/(decrease) in cash and cash equivalents	516.6	252.4	264.2	(396.6)	(419.6)	23.0	Increase/(decrease) in cash and cash equivalents	(509.8)	56.6	(566.4)	(29.0)	133.7	(162.7)
Foreign exchange movement on cash and cash equivalents	Foreign exchange movement on cash and cash equivalents	(37.7)	(9.1)	(28.6)	6.9	12.3	(5.4)	Foreign exchange movement on cash and cash equivalents	(23.2)	(2.8)	(20.4)	(14.4)	(5.8)	(8.6)
Net cash inflows (outflows) upon consolidation/deconsolidation of CIP		(8.7)	(8.7)	—	9.1	9.1	—
Cash and cash equivalents, end of the period (2)		2,309.5	536.3	1,773.2	1,320.6	254.0	1,066.6
Cash, cash equivalents and restricted cash, end of the period (2)								Cash, cash equivalents and restricted cash, end of the period (2)	1,614.1	304.5	1,309.6	1,795.9	429.6	1,366.3

Cash and cash equivalents	Cash and cash equivalents	1,773.2	—	1,773.2	1,066.6	—	1,066.6	Cash and cash equivalents	1,309.6	—	1,309.6	1,158.3	—	1,158.3

Restricted cash (2)								Restricted cash (2)	—	—	—	208.0	—	208.0
Cash and cash equivalents of CIP	Cash and cash equivalents of CIP	536.3	536.3	—	254.0	254.0	—	Cash and cash equivalents of CIP	304.5	304.5	—	429.6	429.6	—
Total cash and cash equivalents per consolidated statement of cash flows (2)		2,309.5	536.3	1,773.2	1,320.6	254.0	1,066.6
Total cash, cash equivalents and restricted cash per condensed consolidated statement of cash flows (2)								Total cash, cash equivalents and restricted cash per condensed consolidated statement of cash flows (2)	1,614.1	304.5	1,309.6	1,795.9	429.6	1,366.3

____________

(1) These tables include non-GAAP presentations. Cash held by CIP is not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. The cash flows of CIP do not form part of the company’s cash flow management processes, nor do they form part of the company’s significant liquidity evaluations and decisions. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco’s shareholder’s equity. The impact of cash inflows/outflows from policyholder assets and liabilities are reflected within cash flows from operating activities as changes in receivables and/or payables, as applicable.

(2) There was no restricted cash as of March 31, 2022. Restricted cash of ~~$129.2~~$208.0 million as of ~~December~~March 31, ~~2020~~2021 is recorded in Other assets on the Condensed Consolidated Balance Sheets. ~~There was no restricted cash as of September 30, 2021 or 2020.~~

Operating Activities

Operating cash flows include the receipt of investment management and other fees generated from AUM, offset by operating expenses and changes in operating assets and liabilities. Although some receipts and payments are seasonal, particularly bonus payments which are paid ~~out~~ during the first quarter, ~~in general,~~ after allowing for the change in cash held by CIP, and investment activities, our operating cash flows generally move in the same direction as our operating income.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, cash ~~provided by~~used in operating activities was ~~$1,081.8~~$375.4 million compared to ~~$662.7~~$26.9 million ~~provided~~used in operating activities during the ~~nine~~three months ended September 30, 2020. As shown in the tables above, the impact of CIP to cash provided by operating activities was $141.2 million of cash used during the nine months ended September 30, 2021 compared to $54.2 million of cash used during the nine months ended September 30, 2020.March 31, 2021. Excluding the impact of CIP, cash ~~provided by~~used in operations was ~~$1,223.0~~$119.4 million during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$716.9~~$74.7 million of cash provided by operating activities during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. Cash ~~inflows~~outflows included a $576.4 million increase in operating income, net investment redemptions of $81.5 million, including seed money and deferred compensation investments (nine months ended September 30, 2020: $179.2 million net redemptions) and an Invesco Great Wall dividend of $38.8 million (nine months ended September 30, 2020: $29.4 million). Operating cash inflows were partially offset by net outflows from changes in payables and receivables due to timing of payments and ~~receipts.~~receipts as well as net investment purchases of $12.7 million, including seed money and deferred compensation investments (three months ended March 31, 2021: $36.2 million net redemptions). Operating cash inflows were partially offset by a $33.4 million increase in operating income.

6348

~~Table of Contents~~

Investing Activities

Net cash used in investing activities totaled ~~$579.4~~$79.1 million for the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020:~~March 31, 2021: net cash used of ~~$829.0~~$139.9 million). As shown in the tables above, the impact of CIP on investing activities, including investment purchases, sales and returns of capital, was $510.5 million of cash used (nine months ended September 30, 2020: $756.7 million net cash used). Excluding the impact of CIP cash flows, net cash used in investing activities was ~~$68.9~~$77.5 million for the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020:~~March 31, 2021: net cash used of ~~$72.3~~$15.3 million).

Cash outflows for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, excluding the impact of CIP, ~~includes a net inflow~~included purchases of ~~$4.3~~investments of $78.1 million ~~which is compromised of~~(three months ended March 31, 2021: $59.2 million purchases), partially offset by proceeds of ~~$169.9~~$24.5 million from sales and returns of capital of investments ~~(nine~~(three months ended ~~September 30, 2020: $154.3~~March 31, 2021: $64.2 million proceeds)~~, partially offset by purchases of investments of $165.6 million (nine months ended September 30, 2020: $151.1 million purchases)~~.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the company had capital expenditures of ~~$73.2~~$23.9 million ~~(nine~~(three months ended ~~September 30, 2020: $73.6~~March 31, 2021: $20.3 million). Our capital expenditures related principally in each period to technology initiatives, including enhancements to platforms from which we maintain our portfolio management systems and ~~fund accounting~~client-facing systems ~~improvements~~including websites and client reporting tools, upgrades in computer hardware and software ~~desktop products~~ for employees, ~~new telecommunications products to enhance our internal information flow~~ and ~~back-up disaster recovery systems.~~improvements in the firm’s data solutions. Also, in each period, a portion of these costs related to leasehold improvements made to the various buildings and workspaces used in our offices. These projects have been funded with proceeds from our operating cash flows.

Financing Activities

Net cash ~~provided by~~used in financing activities totaled ~~$14.2~~$55.3 million for the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020:~~March 31, 2021: net ~~cash used of $230.3 million). As shown in the tables above, the impact of CIP on financing activities provided cash of $904.1 million (nine months ended September 30, 2020:~~ cash provided of ~~$391.3~~$137.8 million). Excluding the impact of CIP, financing activities used net cash of ~~$889.9~~$369.5 million in the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020:~~March 31, 2021: net cash used of ~~$621.6~~$222.1 million).

Financing cash outflows during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 included purchases of common shares through the ~~$309.4~~open market of $200 million, settlement of the forward contracts (nine months ended September 30, 2020: $190.6 million), $104.1 million of net collateral on the forward contracts returned to the counterparty (September 30, 2020: net collateral was in a receivable position and reflected within investing activities), $228.9$77.8 million of common dividend payments for the dividends declared in January ~~April and July (nine~~(three months ended ~~September 30, 2020:~~March 31, 2021: common dividends paid of ~~$285.9~~$71.5 million), ~~$177.6~~$59.2 million of preferred dividend payments for dividends declared in January ~~April and July (nine~~(three months ended ~~September 30, 2020: $177.6~~March 31, 2021: $59.2 million), and the payment of ~~$58.1~~$32.5 million to meet employees’ withholding tax obligations on common share vestings ~~(nine~~(three months ended ~~September 30, 2020: $40.7~~March 31, 2021: $44.7 million) ~~and~~. The three months ended March 31, 2021 also included a payment of ~~$11.8~~$8.5 million of contingent consideration, ~~(nine months ended September 30, 2020: $16.8 million). The credit facility had no~~the $117.0 million settlement of the forward contracts and $78.8 million of net ~~borrowing during~~collateral received on the ~~nine months ended September 30, 2021 (nine months ended September 30, 2020: net borrowing of $90.0 million).~~forward contracts.

Dividends

When declared, Invesco pays dividends on a quarterly basis in arrears. Holders of our preferred shares are eligible to receive dividends at an annual rate of 5.9% of the liquidation preference of $1,000 per share, or $59 per share per annum. The preferred stock dividend is payable quarterly on a non-cumulative basis when, if and as declared by our board of directors. However, if we have not declared and paid or set aside for payment full quarterly dividends on the preferred stock for a particular dividend period, we may not declare or pay dividends on, or redeem, purchase or acquire, our common stock or other junior securities in the next succeeding dividend period. In addition, if we have not declared and paid or set aside for payment quarterly dividends on the preferred stock for six quarterly periods, whether or not consecutive, the number of directors of the company will be increased by two and the holders of the preferred shares shall have the right to elect such two additional members of the Board of Directors.

On ~~October~~April 26, ~~2021,~~2022, the company announced a ~~third~~first quarter ~~2021~~2022 cash dividend of ~~$0.17~~$0.1875 per share to holders of common shares, payable on ~~December~~June 2, ~~2021,~~2022, to shareholders of record at the close of business on ~~November 12, 2021~~May 10, 2022 with an ex-dividend date of ~~November 10, 2021.~~May 9, 2022.

~~Table of Contents~~

On ~~October~~April 26, ~~2021~~2022, the company announced a preferred dividend of $14.75 per share to the holders of preferred shares, representing the period from ~~September~~March 1, ~~2021~~2022 through ~~November 30, 2021.~~May 31, 2022 The preferred dividend is payable on ~~December~~June 1, ~~2021~~2022 to shareholders of record at close of business on ~~November 15, 2021.~~May 16, 2022.

The declaration, payment and amount of any future dividends will be declared by our board of directors and will depend upon, among other factors, our earnings, financial condition and capital requirements at the time such declaration and payment are considered. The board has a policy of managing dividends in a prudent fashion, with due consideration given to profit levels, overall debt levels and historical dividend payouts.

~~Long-term debt~~

Debt

The carrying value of our ~~long-term~~ debt at ~~September 30, 2021~~March 31, 2022 was ~~$2,084.5~~$2,085.7 million (December 31, ~~2020: $2,082.6~~2021: $2,085.1 million) and was comprised of the following:


$ in millions	$ in millions	September 30, 2021	December 31, 2020	$ in millions	March 31, 2022	December 31, 2021
$1.5 billion floating rate credit facility expiring April 26, 2026	$1.5 billion floating rate credit facility expiring April 26, 2026	—	—	$1.5 billion floating rate credit facility expiring April 26, 2026	—	—
Unsecured Senior Notes:	Unsecured Senior Notes:			Unsecured Senior Notes:
$600 million 3.125% - due November 30, 2022	$600 million 3.125% - due November 30, 2022	599.2	598.7	$600 million 3.125% - due November 30, 2022	599.5	599.4
$600 million 4.000% - due January 30, 2024	$600 million 4.000% - due January 30, 2024	597.5	596.8	$600 million 4.000% - due January 30, 2024	598.0	597.8
$500 million 3.750% - due January 15, 2026	$500 million 3.750% - due January 15, 2026	497.2	496.7	$500 million 3.750% - due January 15, 2026	497.5	497.3
$400 million 5.375% - due November 30, 2043	$400 million 5.375% - due November 30, 2043	390.6	390.4	$400 million 5.375% - due November 30, 2043	390.7	390.6
Long-term debt		2,084.5	2,082.6
Debt				Debt	2,085.7	2,085.1

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the company’s weighted average cost of debt was 3.95% ~~(nine~~(three months ended ~~September 30, 2020:~~ ~~3.71%~~March 31, 2021: 3.95%).

Financial covenants under the credit agreement include: (i) the quarterly maintenance of an ~~adjusted~~Adjusted debt/EBITDA leverage ratio, as defined in the credit agreement, of not greater than 3.25:1.00, (ii) aan interest coverage ratio (EBITDA, as defined in the ~~credit~~credit agreement/interest payable for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. As of ~~September 30, 2021,~~March 31, 2022, we were in compliance with our financial covenants. At ~~September 30, 2021,~~March 31, 2022, our leverage ratio was ~~0.86:~~0.82:1.00 (December 31, ~~2020: 1.37:~~2021: 0.79:1.00), and our interest coverage ratio was ~~23.00:~~24.55:1.00 (December 31, ~~2020: 11.83:~~2021: 25.21:1.00).

The ~~September 30, 2021~~March 31, 2022 coverage ratio calculations are as follows:


$ millions		Total	Q3 2021	Q2 2021	Q1 2021	Q4 2020
$ in millions							$ in millions	Total	Q1 2022	Q4 2021	Q3 2021	Q2 2021
Net income attributable to Invesco Ltd.	Net income attributable to Invesco Ltd.	1,177.3	330.1	368.3	267.8	211.1	Net income attributable to Invesco Ltd.	1,322.9	197.7	426.8	330.1	368.3
Dividends on preferred shares	Dividends on preferred shares	236.8	59.2	59.2	59.2	59.2	Dividends on preferred shares	236.8	59.2	59.2	59.2	59.2

Tax expense	Tax expense	469.3	139.7	154.2	106.5	68.9	Tax expense	507.4	82.8	130.7	139.7	154.2
Amortization/depreciation	Amortization/depreciation	208.1	51.0	52.8	51.1	53.2	Amortization/depreciation	203.7	49.5	50.4	51.0	52.8
Interest expense	Interest expense	95.9	23.1	24.6	23.8	24.4	Interest expense	94.1	23.2	23.2	23.1	24.6
Common share-based compensation expense	Common share-based compensation expense	156.3	33.2	34.2	38.6	50.3	Common share-based compensation expense	131.0	29.5	34.1	33.2	34.2
Unrealized gains and losses from investments, net (1)		(7.3)	41.4	(27.4)	(1.3)	(20.0)
Unrealized (gains)/losses from investments, net (1)							Unrealized (gains)/losses from investments, net (1)	45.6	26.4	5.2	41.4	(27.4)
OppenheimerFunds acquisition-related matter (2)	OppenheimerFunds acquisition-related matter (2)	(131.1)	(45.7)	(85.4)	—	—	OppenheimerFunds acquisition-related matter (2)	(231.1)	—	(100.0)	(45.7)	(85.4)

EBITDA (3)	EBITDA (3)	2,205.3	632.0	580.5	545.7	447.1	EBITDA (3)	2,310.4	468.3	629.6	632.0	580.5
Adjusted debt (3)	Adjusted debt (3)	$1,887.1					Adjusted debt (3)	$1,888.6
Leverage ratio (Adjusted debt/EBITDA - maximum 3.25:1.00)	Leverage ratio (Adjusted debt/EBITDA - maximum 3.25:1.00)	0.86					Leverage ratio (Adjusted debt/EBITDA - maximum 3.25:1.00)	0.82
Interest coverage (EBITDA/Interest expense - minimum 4.00:1.00)	Interest coverage (EBITDA/Interest expense - minimum 4.00:1.00)	23.00					Interest coverage (EBITDA/Interest expense - minimum 4.00:1.00)	24.55

____________

(1) Adjustments for unrealized gains and losses from investments, as defined in our credit facility, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.

~~Table of Contents~~

(2) Unusual or otherwise non-recurring gains and losses, as defined in our credit facility, are adjusted for in the determination of EBITDA. The benefit to expense related to the change in the OppenheimerFunds acquisition related liability and the related insurance recovery is considered unusual and has been deducted in the determination of EBITDA.

(3) EBITDA and Adjusted debt are non-GAAP financial measures that are used by management in connection with certain debt covenant calculations under our credit agreement. The calculation of EBITDA above (a reconciliation from net income attributable to Invesco Ltd.) is defined by our credit facility agreement, and therefore net income attributable to Invesco Ltd. is the most appropriate GAAP measure from which to reconcile to EBITDA. The calculation of Adjusted debt is defined in our credit facility and equals ~~long-term~~ debt of ~~$2,084.5~~$2,085.7 million plus ~~$2.6~~$2.9 million in letters of credit less $200.0 million of excess unrestricted cash (cash and cash equivalents less the minimum regulatory capital requirement, not to exceed $200 million).

Credit and Liquidity Risk

Capital management involves the management of the company’s liquidity and cash flows. The company manages its capital by reviewing annual and projected cash flow forecasts and by monitoring credit, liquidity and market risks, such as interest rate and foreign currency risks (as discussed in Part I, Item 3, Quantitative and Qualitative Disclosures About Market Risk), through measurement and analysis. The company is primarily exposed to credit risk through its cash and cash equivalent deposits, which are held by external firms. The company invests its cash balances in its own institutional money market products, as well as with external high credit-quality financial institutions. These arrangements create exposure to concentrations of credit risk.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. All cash and cash equivalent balances are subject to credit risk, as they represent deposits made by the company with external banks and other institutions. As of ~~September 30, 2021,~~March 31, 2022, our maximum exposure to credit risk related to our cash and cash equivalent balances is ~~$1,773.2~~$1,309.6 million. See Part I, Item 1, Financial Statements - Note 2, "Fair Value of Assets and Liabilities", for information regarding cash and cash equivalents invested in affiliated money market funds.

The company does not utilize credit derivatives or similar instruments to mitigate the maximum exposure to credit risk. The company does not expect any counterparties to its financial instruments to fail to meet their obligations.

Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities as ~~the same~~they become due. The company is exposed to liquidity risk through its ~~$2,084.5~~$2,085.7 million in total debt. The company actively manages liquidity risk by preparing cash flow forecasts for future periods, reviewing them regularly with senior management, maintaining a committed credit facility, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.

Effects of Inflation

Inflation can impact our organization primarily in two ways. First, inflationary pressures can result in increases in our cost structure, especially to the extent that large expense components such as compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, our profitability could be negatively impacted. Secondly, the value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment. Declines in the values of these AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM.

Common Share Repurchase Plan

~~The~~During the three months ended March 31, 2022, the company ~~did not purchase~~repurchased 8.9 million shares in the open market ~~during the three and nine~~at a cost of $200 million (three months ended ~~September 30, 2021 and 2020. An~~March 31, 2021: none). Separately an aggregate of ~~0.4 million and 2.6~~1.6 million common shares were withheld on vesting events during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 to meet employees’ withholding tax obligations (three ~~and nine~~ months ended ~~September 30, 2020: 0.6 million and 3.0~~March 31, 2021: 2.1 million shares). The fair value of these common shares withheld at the respective withholding dates was ~~$10.5 million and $58.1~~$32.5 million during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 (three ~~and nine~~ months ended ~~September 30, 2020: $5.8 million and $40.7~~March 31, 2021: $44.7 million). At ~~September 30, 2021,~~March 31, 2022, approximately ~~$732.2~~$532.2 million remains available under the share repurchase authorizations approved by the Board on July 22, 2016.

~~Table of Contents~~

Off Balance Sheet Commitments

See Part I, Item 1, Financial Statements - Note 11, “Commitments and Contingencies - Legal Contingencies”, for more information regarding undrawn capital commitments.

~~Contractual Obligations~~

We have future obligations under various contracts relating to debt and interest payments, financing and operating leases, long-term defined benefit pension, and acquisition contracts. During the nine months ended September 30, 2021, there were no material changes to the company’s contractual obligations.

6751

~~Table of Contents~~

Critical Accounting Policies and Estimates

There have been no significant changes to the critical accounting policies disclosed in our most recent Form 10-K for the year ended December 31, ~~2020.~~2021. Critical accounting policies are those that require management’s most difficult, subjective or complex judgments and would therefore be deemed the most critical to an understanding of our results of operations and financial condition.

Recent Accounting Standards

See Part I, Item 1, Financial Statements - Note 1, "Accounting Policies - Accounting Pronouncements Recently Adopted.”

6852

~~Table of Contents~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, the company is primarily exposed to market risk in the form of AUM market price risk, securities market risk, interest rate risk and foreign exchange rate risk. There have not been any material changes to the company’s exposures to market risks during the period ended ~~September 30, 2021~~March 31, 2022 that would require an update to the disclosures provided in the most recent Form 10-K.

AUM Market Price Risk

The company’s investment management revenues are comprised of fees based on the value of AUM. Declines in the market prices of equity and fixed income securities, commodities and derivatives, or other similar financial instruments held in client portfolios could cause revenues to decline because of lower investment management fees by:

•Causing the value of AUM to decrease.

•Causing the returns realized on AUM to decrease (impacting performance fees).

•Causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the company does not serve.

•Causing clients to rebalance assets away from investments that the company manages into investments that the company does not manage.

•Causing clients to reallocate assets away from products that earn higher revenues into products that earn lower revenues.

Underperformance of client accounts relative to competing products could exacerbate these factors.

Securities Market Risk

The company has investments in managed investment products that invest in a variety of asset classes. Investments are generally made to establish a track record for a new fund or investment vehicle or to hedge economically exposure to certain deferred compensation plans. The company’s exposure to market risk from financial instruments measured at fair value arises from its investments.

Interest Rate Risk

Interest rate risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company is exposed to interest rate risk primarily through its external debt and cash and cash equivalent investments. See Part I, Item 1, Financial Statements - Note 4, ~~"Long-Term Debt"~~Debt for details of the company’s ~~long-term~~ debt arrangements. As of ~~September 30, 2021,~~March 31, 2022, the interest rates on 100.0% of the company’s borrowings were fixed for a weighted average period of ~~6.2~~5.7 years, and the company had a zero balance on its floating rate credit facility.

Foreign Exchange Rate Risk

The company has certain investments in foreign operations, whose net assets and results of operations are exposed to foreign currency translation risk when translated into U.S. Dollars upon consolidation into Invesco Ltd.

The company is exposed to foreign exchange revaluation into the Condensed Consolidated Statements of Income on monetary assets and liabilities that are held by subsidiaries in different functional currencies than the subsidiaries’ functional currencies. Net foreign exchange revaluation ~~losses~~gains were ~~$3.0~~$2.2 million during the ~~nine~~three months ended ~~September 30, 2021 (nine~~March 31, 2022 (three months ended ~~September 30, 2020: $3.3~~March 31, 2021: $0.7 million losses), and are included in general and administrative expenses and ~~other gains and losses,~~Other gains/(losses), net on the Condensed Consolidated Statements of Income. We continue to monitor our exposure to foreign exchange revaluation.

6953

~~Table of Contents~~

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the company is required to disclose in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in the reports that the company files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of ~~September 30, 2021.~~March 31, 2022. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated any change in our internal control over financial reporting that occurred during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and have concluded that there was no change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

7054

~~Table of Contents~~

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Financial Statements - Note 11, “Commitments and Contingencies - Legal Contingencies”, for information regarding legal proceedings.

Item 1A. Risk Factors

The company has had no significant changes in its risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

The following table sets forth information regarding purchases of our common shares by us and any affiliated purchases during the three months ended ~~September 30, 2021:~~March 31, 2022:

Month
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or Programs (2)
Maximum Number at end of period (or Approximate
Dollar Value) of Shares
that May Yet Be Purchased
Under the Plans
or Programs (2) (millions)
July 1-31, 2021 361,545 $ 25.79 — $732.2
August 1-31, 2021 62,899 $ 25.50 — $732.2
September 1-30, 2021 20,346 $ 25.53 — $732.2
Total 444,790 —


Month	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number at end of period (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (millions)
January 1-31, 2022	458,477	$	21.75	425,000	$723.0
February 1-28, 2022	9,148,855	$	22.43	7,624,915	$550.2
March 1-31, 2022	857,809	$	21.45	834,572	$532.2
Total	10,465,141			8,884,487

____________

(1) An aggregate of ~~444,790~~1,580,654 shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards.

(2) At ~~September 30, 2021,~~March 31, 2022, a balance of ~~$732.2~~$532.2 million remains available under the share repurchase authorization approved by the Board on July 22, 2016.

7155

~~Table of Contents~~

Item 6. Exhibits

Exhibit Index


3.1			Memorandum of Association of Invesco Ltd., incorporating amendments up to and including December 4, 2007, incorporated by reference to exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
3.2			Third Amended and Restated Bye-Laws of Invesco Ltd., incorporating amendments up to and including May 11, 2017, incorporated by reference to exhibit 3.2 to Invesco’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, filed with the Securities and Exchange Commission on July 27, 2017
3.3			Certificate of Designation for the 5.900% fixed rate non-cumulative perpetual series A preference shares, par value $0.20 per share, of Invesco Ltd. incorporated by reference to Exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2019
22			Subsidiary Guarantors and Issuers of Guaranteed Securities, incorporated by reference to Exhibit 22 to Invesco’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the Securities and Exchange Commission on April 30, 2021
31.1			Certification of Martin L. Flanagan pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of L. Allison Dukes pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Martin L. Flanagan pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of L. Allison Dukes pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Equity, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in Inline XBRL

7256

~~Table of Contents~~

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.


			INVESCO LTD.
~~October~~April 29, ~~2021~~2022			/s/ MARTIN L. FLANAGAN
			Martin L. Flanagan
			President and Chief Executive Officer

~~October~~April 29, ~~2021~~2022			/s/ L. ALLISON DUKES
			L. Allison Dukes
			Senior Managing Director and Chief Financial Officer

7357



			Page
TABLE OF CONTENTS

PART I. Financial Information
Item 1. Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Statements of Cash Flows			6
Condensed Consolidated Statements of Changes in Equity			7
Notes to the Condensed Consolidated Financial Statements			98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2618
Item 3. Quantitative and Qualitative Disclosures About Market Risk			6953
Item 4. Controls and Procedures			7054

PART II. Other Information
Item 1. Legal Proceedings			7155
Item 1A. Risk Factors			7155
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			7155
Item 6. Exhibits			7256
Signatures			7357


Three months ended September 30, 2021
	Equity Attributable to Invesco Ltd.
$ in millions, except per share data	Preferred Shares	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Total Equity Attributable to Invesco Ltd.	Nonredeemable Noncontrolling Interests in Consolidated Entities	Total Permanent Equity	Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
July 1, 2021	4,010.5	113.2	7,664.3	(3,080.3)	6,570.1	(369.8)	14,908.0	518.6	15,426.6	363.9


Net income	—	—	—	—	389.3	—	389.3	135.8	525.1	20.5
Other comprehensive income/(loss)	—	—	—	—	—	(107.5)	(107.5)	—	(107.5)	—
Change in noncontrolling interests in consolidated entities, net	—	—	—	—	—	—	—	(2.5)	(2.5)	158.2

Dividends declared - preferred ($14.75 per share)	—	—	—	—	(59.2)	—	(59.2)	—	(59.2)	—
Dividends declared - common ($0.170 per share)	—	—	—	—	(79.0)	—	(79.0)	—	(79.0)	—
Employee common share plans:
Common share-based compensation	—	—	33.2	—	—	—	33.2	—	33.2	—
Vested common shares	—	—	(36.3)	36.2	—	—	(0.1)	—	(0.1)	—
Other common share awards	—	—	(1.1)	7.0	—	—	5.9	—	5.9	—
Purchase of common shares	—	—	—	(10.5)	—	—	(10.5)	—	(10.5)	—
September 30, 2021	4,010.5	113.2	7,660.1	(3,047.6)	6,821.2	(477.3)	15,080.1	651.9	15,732.0	542.6


Three months ended September 30, 2020
	Equity Attributable to Invesco Ltd.
$ in millions, except per share data	Preferred Shares	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	Total Equity Attributable to Invesco Ltd.	Nonredeemable Noncontrolling Interests in Consolidated Entities	Total Permanent Equity	Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
July 1, 2020	4,010.5	113.2	7,788.4	(3,319.1)	5,825.0	(816.0)	13,602.0	365.7	13,967.7	202.8


Net income	—	—	—	—	250.9	—	250.9	32.6	283.5	11.2
Other comprehensive income/(loss)	—	—	—	—	—	168.1	168.1	—	168.1	—
Change in noncontrolling interests in consolidated entities, net	—	—	—	—	—	—	—	18.3	18.3	14.2

Dividends declared - preferred ($14.75 per share)	—	—	—	—	(59.2)	—	(59.2)	—	(59.2)	—
Dividends declared - common ($0.155 per share)	—	—	—	—	(72.2)	—	(72.2)	—	(72.2)	—
Employee common share plans:
Common share-based compensation	—	—	43.0	—	—	—	43.0	—	43.0	—
Vested common shares	—	—	(33.3)	33.3	—	—	—	—	—	—
Other common share awards	—	—	(9.5)	16.7	—	—	7.2	—	7.2	—
Purchase of common shares	—	—	—	(5.8)	—	—	(5.8)	—	(5.8)	—
September 30, 2020	4,010.5	113.2	7,788.6	(3,274.9)	5,944.5	(647.9)	13,934.0	416.6	14,350.6	228.2


$ in millions	Nine months ended September 30, 2021	% of Total Operating Expenses		% of Operating Revenues		Nine months ended September 30, 2020	% of Total Operating Expenses		% of Operating Revenues
Third-party distribution, service and advisory	1,608.8	41.8	%	31.4	%	1,439.9	37.9	%	31.9	%
Employee compensation	1,452.9	37.7	%	28.3	%	1,321.0	34.6	%	29.3	%
Marketing	60.6	1.6	%	1.2	%	62.7	1.6	%	1.4	%
Property, office and technology	390.7	10.1	%	7.6	%	386.2	10.1	%	8.6	%
General and administrative	304.9	7.9	%	5.9	%	384.9	10.1	%	8.5	%
Transaction, integration and restructuring	(13.3)	(0.3)	%	(0.3)	%	171.4	4.5	%	3.9	%
Amortization of intangibles (1)	47.5	1.2	%	0.9	%	46.8	1.2	%	1.0	%
Total operating expenses	3,852.1	100.0	%	75.0	%	3,812.9	100.0	%	84.4	%