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What changed in Invesco's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Invesco's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+367 added−355 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Invesco's 2025 10-K

367 paragraphs added · 355 removed · 295 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLeading asset managers must quickly curate options that solve clients’ problems • Investment capabilities will be delivered efficiently and seamlessly using technologies, platforms, and vehicles. • Investment managers are finding new ways of leveraging data and analytics to create insights that will provide strategic advantage and drive investment, distribution, and operational excellence. • Winners will invest in talent and skills across new ecosystems, requiring new ways of working and strategic partnerships to drive synergies and scale.
Biggest changeIn this space, clients will demand ease of access and competitive pricing. • Investors have been shifting their investment strategies toward passively managed strategies, and we believe this trend will continue. • Investors who are selecting active strategies place a high bar on proven and consistent performance across various wrappers. 5 Table of Contents Leading asset managers must quickly curate options that solve clients’ problems • Investment capabilities will be delivered efficiently and seamlessly using vehicles and technologies including models, SMAs, and tokenized platforms. • Investment managers are finding new ways of leveraging data and analytics to create insights that will provide strategic advantage and drive investment, distribution, and operational excellence. • Winners will invest in talent and skills across new ecosystems, requiring new ways of working and strategic partnerships to drive synergies and scale.
Management Contracts We derive substantially all of our revenues from investment management contracts. Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and other alternative asset products, and with lower fees earned on fixed income, money market and stable value accounts, and ETFs.
Management Contracts We derive substantially all of our revenues from investment management contracts. Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and other alternative asset products, and with lower fees earned on fixed income, money market, stable value accounts, and ETFs.
Grow high demand investment offerings • Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions. • Grow high demand private markets capabilities leveraging our strong retail channel and expanding investment strategies. • Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles.
Grow high demand investment offerings • Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions. • Grow high demand private markets capabilities leveraging our strong retail channel, expanding investment strategies, and partnerships. • Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles.
Investment Management Capabilities We believe that the proven strength of our distinct and globally located investment teams and their well-defined investment disciplines and risk management approaches provide us with a robust competitive advantage. There are few independent investment managers with teams as globally diverse as Invesco's and with the same breadth and depth of investment capabilities and vehicles.
Investment Management Capabilities We believe that the proven strength of our distinct and globally located investment teams and their well-defined investment disciplines and risk management approaches provide us with a competitive advantage. There are few independent investment managers with teams as globally diverse as Invesco's and with the same breadth and depth of investment capabilities and vehicles.
(Information contained on our website shall not be deemed to be part of, or be incorporated into, this document.) 4 Table of Contents Industry Trends Trends around the world continue to transform the investment management industry and underscore the need to be well diversified with broad capabilities globally: Individuals and Institutions expect personalized outcomes and experience • Distribution partners are becoming more selective and continuing to maintain fewer relationships and partners, reducing the number of trusted investment managers with whom they work. • Clients and distribution partners are demanding more from investment managers.
(Information contained on our website shall not be deemed to be part of, or be incorporated into, this document.) Industry Trends Trends around the world continue to transform the investment management industry and underscore the need to be well diversified with broad capabilities globally: Individuals and Institutions expect personalized outcomes and experience • Distribution partners are becoming more selective and continuing to maintain fewer relationships and partners, reducing the number of trusted investment managers with whom they work. • Clients and distribution partners are demanding more from investment managers.
We draw on this comprehensive range of capabilities to provide solutions designed to deliver key outcomes aligned to client needs. With approximately 8,500 employees and an on-the-ground presence in more than 20 countries, Invesco is well positioned to meet the needs of investors across the globe.
We draw on this comprehensive range of capabilities to provide solutions designed to deliver key outcomes aligned to client needs. With approximately 7,500 employees and an on-the-ground presence in more than 20 countries, Invesco is well positioned to meet the needs of investors across the globe.
We have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders.
We believe we have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders.
The key drivers of success for Invesco are long-term investment performance, high-quality client service, effective distribution relationships delivered across a diverse spectrum of investment management capabilities, distribution channels, geographic areas and market exposures, and competitive pricing.
The key drivers of success for Invesco are strong long-term investment performance, positive market performance, high-quality client service, effective distribution relationships delivered across a diverse spectrum of investment management capabilities, distribution channels, geographic areas and market exposures, and competitive pricing.
See the company's disclosures regarding the changes in AUM for the year ended December 31, 2024 in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” for additional information regarding changes in AUM.
See the company's disclosures regarding the changes in AUM for the year ended December 31, 2025 in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Assets Under Management” for additional information regarding changes in AUM.
We offer multiple investment objectives within the various asset classes and products that we manage. Our asset classes, broadly defined, include equity, fixed income, balanced, alternatives and money market. Distribution Channels Retail AUM typically originate from clients investing into funds available to the public in the form of shares or units.
We offer multiple investment objectives within the various asset classes and products that we manage. Our asset classes, broadly defined, include equity, fixed income, balanced, alternatives and money market. 6 Table of Contents Distribution Channels Retail AUM typically originate from clients investing into funds available to the public in the form of shares or units.
While performance remains paramount and competitive pricing is essential, best-in class experience and value-added services (including portfolio analytics and consultative solutions) increasingly differentiate managers.
While performance remains paramount and competitive pricing is essential, best-in class experience and value-added services (including portfolio analytics, consultative solutions, and digital tools) increasingly differentiate managers.
We have a significant presence in the retail and institutional markets within the investment management industry in the Americas, Europe, Middle East and Africa (EMEA) and Asia-Pacific (APAC), serving clients in more than 120 countries. As of December 31, 2024, the firm managed approximately $1.85 trillion in assets for investors around the world.
We have a significant presence in the retail and institutional markets within the investment management industry in the Americas, Europe, Middle East and Africa (EMEA) and Asia-Pacific (APAC), serving clients in more than 120 countries. As of December 31, 2025, the firm managed approximately $2.2 trillion in assets for investors around the world.
We believe the depth and breadth of Invesco's platform position us to understand, anticipate, and meet our clients' needs, successfully competing within our industry over the long term. Strategy At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients.
We believe the depth and breadth of Invesco's platform position us to understand, anticipate, and meet our clients' needs and to compete successfully with others within our industry. Strategy At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients.
These dynamics are driving fundamental changes within the industry and, we believe, will drive increasing consolidation. Additionally, the U.S. and China will continue to be the dominant global wealth markets, and global asset management leaders will need a considerable footprint in these markets.
These dynamics are driving fundamental changes within the industry and, we believe, will drive increasing consolidation. Additionally, the U.S. and China will continue to be the dominant global wealth markets, and global asset management leaders will need a considerable footprint in these markets, along with additional high opportunity markets in EMEA and across the globe.
This is the foundation of our environmental, health and safety management approach. Competition The investment management business is highly competitive, with points of differentiation including investment performance, fees, range of products offered, brand recognition, business reputation, financial strength, depth and continuity of relationships and quality of service.
Competition The investment management business is highly competitive, with points of differentiation including investment performance, fees, range of products offered, brand recognition, business reputation, financial strength, depth and continuity of relationships and quality of service.
In addition, Invesco Great Wall Fund Management Company Limited (IGW or Invesco Great Wall), our joint venture in China, is one of the largest Sino-foreign managers of equity products in China, with total AUM of approximately $93.2 billion at December 31, 2024. We provide our retail clients with one of the industry's most robust and comprehensive product lines.
In addition, Invesco Great Wall Fund Management Company Limited (IGW or Invesco Great Wall), our joint venture in China, is one of the largest asset managers in China, with total AUM of approximately $132.5 billion at December 31, 2025. We provide our retail clients with one of the industry's most robust and comprehensive product lines.
We offer retail products within all of the major asset classes. Our retail products are primarily distributed through third-party financial intermediaries, including major wire houses, direct wealth platforms, regional broker-dealers, insurance companies, banks and financial planners in the Americas, and independent brokers and financial advisors, banks and direct wealth platforms in EMEA and APAC.
Our retail products are primarily distributed through third-party financial intermediaries, including major wirehouses, direct wealth platforms, regional broker-dealers, insurance companies, banks and financial planners in the Americas, and independent brokers and financial advisors, banks and direct wealth platforms in EMEA and APAC.
The Americas and EMEA retail operations rank among the largest by AUM in their respective markets. As of December 31, 2024, Invesco's U.S. retail business, including our ETFs franchise, is among the leading asset managers in the U.S., and Invesco's retail business in EMEA is among the largest non-proprietary investment managers in the retail channel.
As of December 31, 2025, Invesco's U.S. retail business, including our ETFs franchise, is among the leading asset managers in the U.S., and Invesco's retail business in EMEA is among the largest non-proprietary investment managers in the retail channel.
Our employees are not covered under collective bargaining agreements. The company is committed to reducing our impact on the environment. Across Invesco offices, we carefully manage our operational activities with a focus on using natural resources wisely, increasing efficiencies wherever possible and providing a safe and healthy workplace for employees and visitors.
Across Invesco offices, we carefully manage our operational activities with a focus on using natural resources wisely, increasing efficiencies wherever possible and providing a safe and healthy workplace for employees and visitors. This is the foundation of our environmental, health and safety management approach.
A network of regional, business unit and risk-specific management committees, with oversight by the Enterprise Risk Management Committee, provides ongoing identification, assessment, management, monitoring, and reporting of existing and emerging risks across all domains of our business. Available Information The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers at www.sec.gov.
A network of regional, business unit and risk-specific management committees, with oversight by the Enterprise Risk Management Committee, provides ongoing identification, assessment, management, monitoring, and reporting of existing and emerging risks across all domains of our business. The Board has oversight responsibility for the company’s risk management program and processes.
AUM Diversification One of Invesco's competitive strengths is the diversification of AUM by client domicile, distribution channel and investment capability. We serve clients in more than 120 countries. The following tables present a breakdown of AUM by client domicile, distribution channel and investment capability as of December 31, 2024.
The following tables present a breakdown of AUM by client domicile, distribution channel and investment capability as of December 31, 2025.
We have a diversified client base that includes major public and private entities, unions, non-profit organizations, endowments, foundations, pension funds, financial institutions and sovereign wealth funds. Invesco's institutional money market funds serve some of the largest financial institutions, government entities and companies in the world.
Regional sales forces distribute our products and provide services to clients and intermediaries around the world. We have a diversified client base that includes major public and private entities, unions, non-profit organizations, endowments, foundations, pension funds, financial institutions, insurers and sovereign wealth funds.
Create an environment where talented people thrive • Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes. • Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes. 5 Table of Contents Act like owners for all stakeholders • Embed next generation technology across all aspects of the business • Strengthen financial flexibility emphasizing operating leverage As an integrated global investment manager, we are keenly focused on meeting clients' needs and operating effectively and efficiently.
Create an environment where talented people thrive • Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes. • Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes.
Institutional Institutional AUM were $580.4 billion at December 31, 2024. We offer a broad suite of domestic and global strategies, including traditional and quantitative equities, fixed income (including money market funds for institutional clients), real estate, financial structures and absolute return strategies. Regional sales forces distribute our products and provide services to clients and intermediaries around the world.
Institutional Institutional AUM were $654.2 billion at December 31, 2025. We offer a broad suite of domestic and global capabilities, ranging from traditional active, passive and quantitative equities, and fixed income (including money market funds for institutional clients) to multi-asset solutions to alternative investments such as real estate, private credit, and absolute return strategies.
Dedicated sales forces deliver our investment strategies through a variety of vehicles that meet the needs of retail and institutional clients. Note that not all products sold in the retail distribution channel are in "retail" vehicles, and not all products sold in the institutional channel are in "institutional" vehicles, as described in the table below.
Dedicated sales forces deliver our investment strategies through a variety of vehicles that meet the needs of retail and institutional clients. Retail Retail AUM were $1,515.7 billion at December 31, 2025. We offer retail products within all of the major asset classes.
Invesco invests significantly in talent development, health and welfare programs, technology and other resources that support our employees in developing their full potential both personally and professionally.
Invesco invests significantly in talent development, employee benefit programs, technology and other resources that support our employees in developing their full potential. We believe that an employee community that is diverse and inclusive, engaged in their communities and invested in employee well-being will drive positive outcomes for our clients and shareholders.
By Client Domicile (in billions) Total 1-Yr Change c Americas $ 1,315.5 16.0 % c EMEA 260.3 20.6 % c APAC 270.2 14.7 % Total $ 1,846.0 7 Table of Contents By Distribution Channel (in billions) Total 1-Yr Change c Retail $ 1,265.6 21.5 % c Institutional 580.4 6.8 % Total $ 1,846.0 By Investment Capability (in billions) Total 1-Yr Change c ETFs and Index $ 484.0 33.7 % c Fundamental Fixed Income 281.1 3.1 % c Fundamental Equities 266.5 2.3 % c Private Markets 128.5 (0.9) % c APAC Managed 118.8 10.0 % c Multi-Asset/Other 58.8 2.4 % c Global Liquidity 189.4 14.8 % c QQQ 318.9 38.7 % Total $ 1,846.0 Active vs.
By Client Domicile (in billions) Total 1-Yr Change c Americas $ 1,492.4 13.4 % c EMEA 356.5 37.0 % c APAC 321.0 18.8 % Total $ 2,169.9 By Distribution Channel (in billions) Total 1-Yr Change c Retail $ 1,515.7 19.8 % c Institutional 654.2 12.7 % Total $ 2,169.9 By Investment Capability (in billions) Total 1-Yr Change c ETFs and Index $ 630.2 30.0 % c Fundamental Fixed Income 311.5 11.6 % c Fundamental Equities 298.4 7.8 % c Private Markets 130.7 0.8 % c China JV 132.5 42.2 % c Multi-Asset/Other 69.7 (3.5) % c Global Liquidity 189.7 (0.9) % c QQQ 407.2 27.7 % Total $ 2,169.9 8 Table of Contents Corporate Responsibility and Human Capital Invesco’s long-term success depends on our ability to retain, develop, engage and attract top talent.
We believe that an employee community that is diverse and inclusive, engaged in community involvement and invested in employee well-being will drive positive outcomes for our clients and shareholders. 8 Table of Contents As of December 31, 2024, the company had 8,508 (December 31, 2023: 8,489 ) employees with an on-the-ground presence in over 20 countries.
As of December 31, 2025, the company had 7,499 (December 31, 2024: 8,508 ) employees with an on-the-ground presence in over 20 countries. Our employees are not covered under collective bargaining agreements. The company operates in an environmentally responsible manner.
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In this space, clients will demand ease of access and competitive pricing. • Investors are selecting active strategies and place a high bar on proven and consistent performance. • Investors have been shifting their investment strategies toward passively managed strategies, and we believe this trend will continue.
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Act like owners for all stakeholders • Harness innovation including AI to utilize next generation technology across all aspects of the business. • Strengthen financial flexibility emphasizing operating leverage. • Focus on meeting clients' needs and operating effectively and efficiently.
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We take a unified approach to our business and present our financial statements and other disclosures under one operating segment, “investment management.” A key focus of our business is fostering a strong investment culture and providing the support that enables our investment teams to maintain well-performing investment capabilities.
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In addition to our established retail intermediary networks, digital distribution channels are playing an increasingly important role in shaping client engagement and product delivery. Digitally native financial institutions and online wealth platforms are becoming a growing source of retail asset flows, expanding investor access to our strategies through mobile‑first and data‑driven advisory ecosystems.
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We believe the ability to leverage the capabilities of our investment teams to help clients across the globe achieve their investment objectives is a significant differentiator for our firm.
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Further, we also continue to explore opportunities in the emerging trend of tokenization, which has the potential to transform the delivery and operational efficiency of investment products through enhanced accessibility, fractionalization, and streamlined settlement. The Americas and EMEA retail operations rank among the largest by AUM in their respective markets.
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This aggregation, however, is viewed as a proxy for presenting AUM in the retail and institutional markets in which we operate.
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Invesco's institutional money market funds serve some of the largest financial institutions, government entities and companies in the world. 7 Table of Contents AUM Diversification We believe one of Invesco's competitive strengths is the diversification of AUM by client domicile, distribution channel and investment capability. We serve clients in more than 120 countries.
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The following lists our primary investment vehicles by distribution channel: Retail Institutional ● Alternative Investment Funds (AIF) ● Collective Trust Funds ● Closed-end Mutual Funds ● ETFs ● Exchange-traded funds (ETFs) ● Institutional Separate Accounts ● Individual Savings Accounts ● Open-end Mutual Funds ● Investment Companies with Variable Capital (ICVC) ● Private Funds ● Investment Trusts ● Real Estate Investment Trusts (REIT) ● Open-end Mutual Funds ● Private Funds ● Separately Managed Accounts (SMA) ● Société d'investissement à Capital Variable (SICAV) ● Unit Investment Trusts (UITs) ● Variable Insurance Funds 6 Table of Contents Retail Retail AUM were $1,265.6 billion at December 31, 2024.
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Available Information The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers at www.sec.gov.
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Additionally, the fourth table below illustrates the split of our AUM as Passive and Active. Passive AUM include index-based ETFs, UITs, non-management fee earning AUM and other passive mandates. Active AUM are total AUM less Passive AUM.
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Passive (in billions) Total 1-Yr Change c Active $ 1,026.5 4.2 % c Passive 819.5 36.6 % Total $ 1,846.0 Corporate Responsibility and Human Capital Invesco’s long-term success depends on our ability to retain, develop, engage and attract top talent.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeGiven evolving requirements and the associated standards, methodologies, processes, and controls related to sustainability and ESG related requirements and disclosures that may impact us or our clients, diverging requirements across jurisdictions, and distinct definitions and standards for materiality that could result in conflicting disclosures across frameworks, we may make disclosures that are incorrect or incomplete or fail to make required disclosures, which may result in regulatory or reputational consequences or that may directly or indirectly impact our ability to attract and retain clients. 15 Table of Contents Further, fiduciary, anti-competitive, voting power, governance, and other concerns with ESG investment strategies continue to be the subject of legislative and regulatory debate globally, particularly at both the federal and state levels in the U.S., the outcomes of which could impact both our asset management business and our clients, as well as, potentially, our investment activities more broadly.
Biggest changeFurther, fiduciary, anti-competitive, voting power, governance, and other concerns with ESG investment strategies continue to be the subject of legislative and regulatory debate globally, particularly at both the federal and state levels in the U.S., the outcomes of which could impact both our asset management business and our clients, as well as, potentially, our investment activities more broadly.
Retaining highly skilled investment management and other in-high demand personnel is important to our ability to attract and retain our clients. The market for skilled investment management professionals and other key personnel is highly competitive.
Retaining highly skilled investment management and other personnel in-high demand is important to our ability to attract and retain our clients. The market for skilled investment management professionals and other key personnel is highly competitive.
Although we take protective measures, including measures to effectively secure information through system security technology, have many controls, processes, digital backup and recovery processes in place, and seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance, or result in the loss (temporarily or permanently) of data, applications or systems.
Although we take protective measures, including measures to secure information effectively through system security technology, have many controls, processes, digital backup and recovery processes in place, and seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance, or result in the loss (temporarily or permanently) of data, applications or systems.
Risks Related to Regulatory and Legal Matters We operate in an industry that is highly regulated in most countries, and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income and liquidity.
Risks Related to Regulatory and Legal Matters We operate in an industry that is highly regulated in most countries, and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income or liquidity.
We and certain of our subsidiaries have in recent years been subject to various legal proceedings, including civil litigation and governmental investigations and enforcement actions and proceedings. These actions can arise from normal business operations and/or matters that have been the subject of previous regulatory examinations.
We and certain of our subsidiaries have in recent years been subject to various legal proceedings, including civil litigation and governmental investigations and enforcement actions and proceedings. These proceedings can arise from normal business operations and/or matters that have been the subject of previous regulatory examinations.
Certain U.S. officials have suggested that sustainability or ESG related investing practices may result in violations of law, including antitrust laws, and breaches of fiduciary duty. Views on sustainability or ESG practices, particularly those related to climate issues, have also become part of political discourse, which can amplify the reputational risks associated with such allegations.
Certain U.S. officials have suggested that sustainability or ESG related investing practices may result in violations of law, including antitrust laws, and breaches of fiduciary duty. Views on sustainability or ESG practices, particularly those related to climate issues, have also become part of political discourse, which can amplify the reputational and business risks associated with such allegations.
Judgments in civil litigation or findings of wrongdoing by these agencies or authorities against us could affect our reputation, result in damages, fines, penalties or sanctions for which we would be responsible, increase our costs of doing business and/or negatively impact our revenues, any of which could have a material negative impact on our AUM, revenues, net income or liquidity.
Judgments in civil litigation or findings of wrongdoing by these agencies or authorities against us could affect our reputation, result in damages, fines, penalties or sanctions for which we would be responsible and/or increase our costs of doing business, any of which could have a material negative impact on our AUM, revenues, net income or liquidity.
In addition, we offer index tracking investment solutions for our passive products, and any errors or disruptions in our ability to accurately track a subject index could materially adversely affect our business or reputation, which would adversely affect our AUM, revenues, net income, and liquidity. Disclosure requirements and expectations related to sustainability or ESG are increasing and evolving.
In addition, we offer index tracking investment solutions for our passive products, and any errors or disruptions in our ability to accurately track a subject index could materially adversely affect our business or reputation, which would adversely affect our AUM, revenues, net income, and liquidity. Disclosure requirements and expectations related to sustainability or ESG are evolving.
Failure to obtain funds and/or financing, or any adverse change to the cost of obtaining such funds and/or financing, may cause our AUM, revenues and net income to decline, curtail our operations and limit or impede our prospects for growth. Distribution of earnings of our subsidiaries may be subject to limitations, including net capital requirements.
Failure to obtain funds and/or financing, or any adverse change to the cost of obtaining such funds and/or financing, may cause our AUM, revenues and net income to decline, curtail our operations and limit or impede our prospects for growth. Distribution of earnings of our subsidiaries may be subject to limitations, including regulatory net capital requirements.
In addition, market conditions may change during the course of real estate development projects in which our investment products and clients invest that make such developments less attractive than at the time it was commenced and potentially harm the investment returns of our investment products, our clients and, to the extent of our investment in such investment products, us.
In addition, market conditions may change during the course of real estate development projects in which our investment products and clients invest that make such developments less attractive than at the time it commenced and potentially harm the investment returns of our investment products, our clients and, to the extent of our investment in such investment products, us.
This results in risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility.
This results in potential risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility.
As a global company with investment products registered in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time our business operations may be subject to review, investigation or disciplinary action.
As a global company with investment products registered and/or regulated in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time our business operations may be subject to review, investigation or disciplinary action.
Consequently, significant strengthening of the U.S. Dollar relative to the United Kingdom (U.K.) Pound Sterling, Euro, Chinese RMB, Japanese Yen or Canadian Dollar, among other currencies, could have a material negative impact on our reported financial results.
Significant strengthening of the U.S. Dollar relative to the United Kingdom (U.K.) Pound Sterling, Euro, Chinese RMB, Japanese Yen or Canadian Dollar, among other currencies, could have a material negative impact on our reported financial results.
For example, governmental agencies and authorities regularly make inquiries, hold investigations and administer examinations with respect to the company's compliance with applicable laws and regulations. Lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company its subsidiaries and/or its employees.
For example, governmental agencies and authorities regularly make inquiries, conduct investigations and administer examinations with respect to the company's compliance with applicable laws and regulations. Lawsuits or regulatory enforcement actions arising out of these inquiries may in the future be filed against the company, its subsidiaries and/or its employees.
In most jurisdictions, the new minimum tax rules are effective in 2024 with certain aspects of the rules becoming effective in 2025. In addition, in response to the OECD’s minimum tax proposal, Bermuda has enacted a corporate tax regime with a tax rate of 15%, effective January 1, 2025. As a result of these developments, our tax liabilities could increase.
In most jurisdictions, the new minimum tax rules were effective in 2024 with certain aspects of the rules becoming effective in 2025. In addition, in response to the OECD’s minimum tax proposal, Bermuda has enacted a corporate tax regime with a tax rate of 15%, effective January 1, 2025. As a result of these developments, our tax liabilities could increase.
These may include: • risks related to the potential illiquidity, valuation and disposition of such investments; • risks related to emerging and less established companies that have, among other things, short operating histories, not yet achieved or sustained profitability, new technologies and products, nascent control functions, quickly evolving markets and limited financial resources; • construction risks, including as a result of force majeure, labor disputes or work stoppages, shortages of material or interruptions to the availability of necessary equipment; • credit risks, including interest-rate movements and an issuer’s ability to make principal and interest payments on the debt it issues; • risks related to investment in “stressed” and “distressed” securities, including abrupt and erratic market movements, above-average price volatility and bankruptcy; • risks relating to minority equity investments and joint ventures, including limited control over the applicable portfolio investments or joint ventures; • risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product’s or client’s investments; • accidents, pandemics, health crises or catastrophic events, climate-related risks, including greater frequency or intensity of adverse weather and natural disasters, that are beyond our control; • personal injury or property damage; • risks relating to reliance on underlying managers and funds to effect fund of funds programs; • risks relating to the use of leverage, including as a result of increasing interest rates or an inability to timely obtain and effectively deploy leverage; • failures on the part of third-party managers, service providers or sub-contractors appointed in connection with investments or projects to adequately perform their contractual duties or operate in accordance with applicable laws; • exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations, including those related to private fund advisers, financial crime, permits, government contracting, conservation, exploration and production, lending, tenancy, occupational health and safety, employment law and regulation, foreign investment and environmental protection; • environmental hazards; 12 Table of Contents • changes to the supply and demand for properties and/or tenancies; • risks related to the availability, cost, coverage and other limitations on insurance; • the financial resources of tenants or loan counterparties; • contingent liabilities on disposition of investments; and • conflicts of interest related to investments in operating companies.
These may include: • risks related to the potential illiquidity, valuation and disposition of such investments; • risks related to emerging and less established companies that have, among other things, short operating histories, not yet achieved or sustained profitability, new technologies and products, nascent control functions, quickly evolving markets and limited financial resources; • construction risks, including as a result of force majeure, labor disputes or work stoppages, shortages of material or interruptions to the availability of necessary equipment; • credit risks, including interest-rate movements and an issuer’s ability to make principal and interest payments on the debt it issues; • risks related to investment in “stressed” and “distressed” securities, including abrupt and erratic market movements, above-average price volatility and bankruptcy; 12 Table of Contents • risks related to the ability to detect or prevent irregular accounting, employee misconduct or other fraudulent practices by any issuer or portfolio investment; • risks relating to minority equity investments and joint ventures, including limited control over the applicable portfolio investments or joint ventures; • risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product’s or client’s investments; • accidents, pandemics, health crises or catastrophic events, climate-related risks, including greater frequency or intensity of adverse weather and natural disasters, that are beyond our control; • personal injury or property damage; • risks relating to reliance on underlying managers and funds to effect fund of funds programs; • risks relating to the use of leverage, including as a result of increasing interest rates or an inability to timely obtain and effectively deploy leverage; • failures on the part of third-party managers, service providers or sub-contractors appointed in connection with investments or projects to adequately perform their contractual duties or operate in accordance with applicable laws; • exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations, including those related to private fund advisers, financial crime, permits, government contracting, conservation, exploration and production, lending, tenancy, housing affordability, occupational health and safety, employment law and regulation, foreign investment and environmental protection; • environmental hazards; • changes to the supply and demand for properties and/or tenancies; • risks related to the availability, cost, coverage and other limitations on insurance; • the financial resources of tenants or loan counterparties; • contingent liabilities on disposition of investments; and • conflicts of interest related to investments in operating companies.
Such changes have imposed, and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity.
Such matters have imposed, and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity.
In addition, if we sell substantial amounts of our common stock in the public market, or there is a perception that such sales may occur, the market price of our common stock could be negatively impacted. 20 Table of Contents MassMutual has the ability to significantly influence our business, and MassMutual’s interest in our business may be different from that of other shareholders.
In addition, if we sell substantial amounts of our common stock in the public market, or there is a perception that such sales may occur, the market price of our common stock could be negatively impacted. MassMutual has the ability to significantly influence our business, and MassMutual’s interest in our business may be different from that of other shareholders.
Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements.
Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, technology integration, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements.
Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients. Requirements and expectations related to commitment to and disclosures around sustainability or ESG topics continue to increase globally.
Our inability to meet these requirements and expectations could cause regulatory or reputational harm and affect our ability to attract and retain clients. Requirements and expectations related to commitment to and disclosures around sustainability or ESG topics continue to evolve globally.
Regulators in the U.S., U.K. and EU have expressed concern that the daily redeemability features of these funds may create a “liquidity mismatch” with the assets in which they invest, and that can give rise to investor dilution and systemic risk, especially in times of financial market stress.
Financial regulators in the U.S., U.K. and EU have periodically expressed concern that the daily redeemability features of these funds may create a “liquidity mismatch” with the assets in which they invest, and that this mismatch can give rise to investor dilution and systemic risk, especially in times of financial market stress.
See Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Goodwill” and “- Intangibles,” for additional details of our impairment analysis process.
See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Goodwill” and “- Intangibles,” for additional details of our impairment analysis process.
If any indebtedness under the revolving credit agreement were subject to accelerated repayment, and if we had at that time a significant amount of outstanding debt under the revolving credit agreement, we might not have sufficient liquid assets to repay such indebtedness in full.
If any indebtedness under the Credit Agreements were subject to accelerated repayment, and if we had at that time a significant amount of outstanding debt under the Credit Agreements, we might not have sufficient liquid assets to repay such indebtedness in full.
Our revolving credit agreement borrowing rates are tied to our credit ratings. A reduction in our long-term credit ratings could increase our borrowing costs, could limit our access to the capital markets and may result in outflows, thereby reducing AUM, revenues and net income.
Our Credit Agreements borrowing rates are tied to our credit ratings. A reduction in our long-term credit ratings could increase our borrowing costs, could limit our access to the capital markets and may result in outflows, thereby reducing AUM, revenues and net income.
Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields. These redemptions would reduce AUM, thereby reducing our revenues and net 10 Table of Contents income.
Certain institutional investors using money market products and other short-term duration fixed income products for cash management purposes may shift these investments to direct investments in comparable instruments in order to realize higher yields. These redemptions would reduce AUM, thereby reducing our revenues and net income.
Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies, such as our State Street Alpha platform, presents new challenges and new potential risks to us.
Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies, such as our Alpha/Hybrid investment platform, presents new challenges and new potential risks to us.
Item 1A. Risk Factors Risks Related to Market Dynamics and Volatility Volatility and disruption in global or regional capital and credit markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity. In recent years, capital and credit markets have experienced substantial volatility.
Item 1A. Risk Factors Risks Related to Market Dynamics and Volatility Volatility and disruption in global or regional capital and credit markets, equity, debt, private and commodity markets, as well as adverse changes in the global economy, could negatively affect our AUM, revenues, net income and liquidity. In recent years, capital and credit markets have experienced substantial volatility.
We recorded a non-cash impairment of $1,248.9 million related to our indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during the year ended December 31, 2023, and we may not realize the full value of our remaining goodwill and indefinite-lived intangible assets.
We recorded a non-cash impairment of $1,794.9 million related to our indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds during the year ended December 31, 2025, and we may not realize the full value of our remaining goodwill and indefinite-lived intangible assets.
In the event of any such default, lenders that are party to the revolving credit agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the revolving credit agreement, together with accrued interest and other fees, to be immediately due and payable.
In the event of any such default, lenders that are party to the Revolving Credit Agreement could refuse to make further extensions of credit to us and require all amounts borrowed under the Credit Agreements, together with accrued interest and other fees, to be 19 Table of Contents immediately due and payable.
In addition, certain of our officers and directors reside in countries outside the U.S. A substantial portion of the company's assets and the assets of these officers and directors are or may be located outside the U.S.
In addition, certain of our officers and directors reside in countries outside the U.S. A substantial portion of the company's assets and the assets of these officers and directors are or may be 24 Table of Contents located outside the U.S.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and we may incur other new constraints or costs, including the investment of significant management time and resources to satisfy new regulatory requirements or to compete in a changed business environment.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses, product portfolios or operations, and we may incur other new costs or impacts, including the investment of significant management time and resources, to satisfy new regulatory requirements or to compete in a changed regulatory environment.
If we were to experience a man-made or natural disaster, severe weather event, health crisis or pandemic, such as new variant of COVID-19, or other business continuity problem, our continued success will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations.
If we were to experience a man-made or natural disaster, severe weather event, health crisis or pandemic, or other business continuity problem, our continued success will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations.
If the updated or new systems, such as our State Street Alpha platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected.
If the updated or new systems, such as our Alpha/Hybrid investment platform, do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected.
The revolving credit agreement also contains customary affirmative operating covenants and negative covenants that, among other things, restrict certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens. The breach of any covenant could result in a default under the revolving credit agreement.
The Credit Agreements also contain customary affirmative operating covenants and negative covenants that, among other things, limit certain of our subsidiaries' ability to incur debt and restrict our ability to transfer assets, merge, make loans and other investments and create liens. The breach of any covenant could result in a default under the applicable Credit agreement.
AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful.
If not appropriately governed, managed and controlled, AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others, or that is otherwise harmful.
As with all investment management companies, our activities are highly regulated in nearly every country in which we conduct business. The regulatory environment in which we operate frequently changes, and in recent years we have seen a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies.
Like other investment management companies, our activities are highly regulated in nearly every country in which we conduct business. The regulatory environment in which we operate frequently changes, and in recent years we have observed a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies.
Our revolving credit agreement imposes operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under it were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full. Our revolving credit agreement requires us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios.
Our Credit Agreements impose operating covenants that impact our ability to conduct certain activities and, if amounts borrowed under our Credit Agreements were subject to accelerated repayment, we might not have sufficient assets or liquidity to repay such amounts in full. Our Credit Agreements require us to maintain specified financial ratios, including maximum debt-to-earnings and minimum interest coverage ratios.
In the EU, recent amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers (AIFMD) directive frameworks introduce new rules regarding the use of certain liquidity management tools (e.g., swing pricing and side pockets) by UCITS funds and AIFs.
In the EU, recent amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) and Alternative Investment Fund Managers directive frameworks introduce new rules regarding the use of certain liquidity management tools by UCITS funds and AIFs.
Federal Trade Commission, Department of Justice and/or U.S. banking regulators and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex.
Federal Trade Commission, Department of Justice and/or U.S. banking regulators before we acquire securities for the accounts of our clients, and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex.
Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, which could have a material adverse effect on our AUM, revenues and net income or liquidity.
Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, and may also increase regulatory focus and compliance costs, which could have a material adverse effect on our AUM, revenues and net income or liquidity.
We cannot predict whether volatility in the markets will result in substantial or sustained declines in the markets generally or result in price declines in market segments in which our AUM are concentrated. Any of the foregoing could negatively impact the market value of our AUM, revenues and net income. Redemptions and other withdrawals from, or shifting among, client portfolios.
We cannot predict whether volatility in the markets will result in substantial or sustained declines in the markets generally or result in price declines in market segments in which our AUM are concentrated. Any of the foregoing could negatively impact the market value of our AUM, revenues and net income.
Further, regulators across borders can coordinate actions against us as issues arise resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable law or regulation by governmental authorities, or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues.
Further, regulators across borders can coordinate actions against us resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable laws or regulations by governmental authorities or industry self-regulatory authorities, or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues.
The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; and growing crypto asset markets that remain subject to substantial volatility and significant regulatory uncertainty.
The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment 11 Table of Contents managers they work with; consolidation among distributors and competitive pricing pressures; growth in private markets and alternatives requiring new capabilities; increased regulatory activity and scrutiny of many aspects of the asset management industry, including ESG practices and related matters, transparency/unbundling of fees, inducements, conflicts of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; divergent global regulatory requirements and evolving sustainability disclosure mandates; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; cybersecurity, data privacy, and integration of artificial intelligence (AI) into investment and client service processes; and growing digital asset markets that remain subject to substantial volatility and significant regulatory uncertainty.
Department of Treasury’s Outbound Investment Screening Rule that became effective earlier this year, may impede our ability to provide certain products and add complexity to our compliance program with heightened regulatory requirements. • Regulations pertaining to the privacy and use, security, transfer and management of personal data with respect to clients, employees and business partners.
Department of Treasury’s Outbound Investment Security Program Rule that became effective in 2025, may impede our ability to provide certain products and/or make certain investments and add complexity to our compliance program with heightened regulatory requirements. • Regulations pertaining to privacy and the use, protection, transfer and management of personal data with respect to clients, employees and business partners.
We also have definite-lived intangible assets on our balance sheet that are subject to impairment testing. Goodwill and intangible assets totaled $8,318.1 million and $5,749.3 million, respectively, at December 31, 2024.
We also have definite-lived intangible assets on our balance sheet that are subject to impairment testing. Goodwill and intangible assets totaled $8,477.1 million and $3,927.3 million, respectively, at December 31, 2025.
The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business. We or our third-party vendors, clients or counterparties have developed, and may continue to develop or incorporate AI technology in certain business processes, services or products.
We or our third-party vendors, clients or counterparties have developed and may continue to develop or incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business.
We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.
Counterparty defaults could result in financial losses for us or our clients, regulatory scrutiny, and reputational harm. 16 Table of Contents We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.
Any failure to maintain strong business relationships with these intermediaries due to any of the above-described factors would impair our ability to sell our products, which in turn could have a negative effect on our AUM, revenues and net income.
Any failure to maintain strong business relationships with the consultant community would impair our ability to sell our products, which in turn could have a negative effect on our AUM, revenues and net income.
These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively.
Global divergence in AI regulations and evolving standards could create conflicting requirements across jurisdictions, increase compliance costs, and heighten enforcement risk. These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively.
This issuance may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, may restrict our ability to pay dividends to holders of common shares in certain circumstances, may increase our vulnerability to general economic and industry conditions, and will require a significant portion of cash flow from operations to make required dividend payments to preferred shareholders. 19 Table of Contents Failure to maintain adequate corporate and contingent liquidity may cause our AUM, revenues and net income to decline, as well as harm our prospects for growth.
This issuance may limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, may restrict our ability to pay dividends to holders of common shares in certain circumstances, may increase our vulnerability to general economic and industry conditions, and will require a significant portion of cash flow from operations to make required dividend payments to preferred shareholders.
Our financial performance depends, in part, on our ability to develop, market and manage new investment products and services. The development and introduction of new products and services requires continued innovative efforts on our part and may require significant time and resources as well as ongoing support and investment.
The development and introduction of new products and services requires continued innovative efforts on our part and may require significant time and resources as well as ongoing support and investment.
If market events lead to instances where an ETF trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which may cause our AUM, revenue and net income to decline.
If market events lead to instances where an ETF trades at prices that deviate significantly from the ETF’s NAV or indicative value, or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF products and sell their holdings, which could result in reputational harm and cause our AUM, revenue and net income to decline. 18 Table of Contents The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business.
We issued perpetual preferred stock having a value of approximately $4 billion, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities. We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc.
We issued perpetual preferred stock having a value of approximately $4 billion, of which approximately $2.5 billion remains outstanding, which could adversely affect our ability to raise additional capital and may limit our ability to fund other priorities.
Our access to equity and debt markets on reasonable terms may be limited by adverse market conditions, including tax and interest rates, a reduction in our long- or short-term credit ratings, or changes in government regulations.
Our access to equity and debt markets on reasonable terms may be limited by adverse market conditions, including tax and interest rates, a reduction in our long- or short-term credit ratings, or changes in government regulations. Inadequate liquidity could force us to sell assets at unfavorable prices or limit our ability to invest in growth initiatives.
If we are unable to adapt our strategy and business to adequately address 11 Table of Contents these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken, and our AUM, revenues, and net income may be adversely affected.
If we are unable to adapt our strategy and business to adequately address these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken, and our AUM, revenues, and net income may be adversely affected. Competitive pressures may force us to reduce the fees we charge to clients, which could reduce our profitability.
Furthermore, the fees we earn vary with the types of assets being managed, with higher fees earned on actively managed equity and balanced accounts, alternative asset products, and lower fees earned on fixed income, stable value accounts and passively managed products. Our revenues and net income may decline further if clients continue to shift their investments to lower fee accounts.
Furthermore, the fees we earn vary with the types of assets being managed, with higher fees earned on actively managed equity and balanced accounts, alternative asset products, and lower fees earned on fixed income, stable value accounts and passively managed products.
Although our estimates contemplate current conditions and how we expect them to change over the life of the investment portfolio, it is possible that actual conditions could be worse than anticipated, which could cause our revenues and net income to decline. 13 Table of Contents We may be unable to develop new products and services, and the development of new products and services may expose us to additional costs or operational risk.
Although our estimates contemplate current conditions and how we expect them to change over the life of the investment portfolio, it is possible that actual conditions could be worse than anticipated, which could cause our revenues and net income to decline.
The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future.
Failure to achieve scale or operational efficiencies in response to these pressures could further compress margins and negatively impact profitability. The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future.
Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level. Our status as a global financial institution and the nature of our client base may enhance the risk that we are targeted by such cyber threats.
Our status as a global financial institution and the nature of our client base may enhance the risk that we are targeted by such cyber threats.
We adjust these liabilities periodically due to changes in interpretations of tax laws, status of tax authority examinations and new regulatory or judicial guidance that could impact the relative merits and risks of tax positions.
We accrue tax liabilities for certain tax issues based on our estimate of whether, and the extent to which, additional taxes may be due. We adjust these liabilities periodically due to changes in interpretations of tax laws, status of tax authority examinations and new regulatory or judicial guidance that could impact the relative merits and risks of tax positions.
The largest component of our net assets, revenues and expenses, as well as our AUM, is presently denominated in U.S. Dollars. However, we have a large number of subsidiaries outside of the U.S. whose functional currencies are not the U.S. Dollar. As a result, fluctuations in the exchange rates to the U.S. Dollar impact our reported financial results.
As many of our subsidiary operations are located outside of the U.S. and have functional currencies other than the U.S. Dollar, changes in the exchange rates to the U.S. Dollar impact our reported financial results. The largest component of our net assets, revenues and expenses, as well as our AUM, is presently denominated in U.S. Dollars.
Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets. • Illiquidity and/or volatility of the global or regional risk asset markets could negatively affect our ability to manage investment products in which client and company assets are invested or client inflows and outflows or to timely meet client redemption requests. • Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial markets and regulatory environments.
Additionally, these factors could impact our ability to realize the carrying value of our goodwill and other intangible assets and have impacted the carrying value of our intangible assets in the past. • Illiquidity and/or volatility of the global or regional risk asset markets could negatively affect our ability to manage investment products in which client and company assets are invested or client inflows and outflows or to timely meet client redemption requests. • In the event that market values of companies involved directly in AI or exposed to AI trends, including those that are part of the Nasdaq-100 Index, decline, we may suffer declines in AUM and revenue, particularly relating to products we advise that track the Nasdaq-100 Index, such as the Invesco QQQ Trust and the Invesco NASDAQ 100 ETF. • Uncertainties regarding geopolitical developments, such as nation state sovereignty, border disputes, diplomatic developments, social instability or changes in governmental policies, can produce volatility in global financial markets and regulatory environments.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, in the U.S., and internationally, and includes regulation targeted specifically at AI technology, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.
The legal and regulatory environment relating to AI is rapidly evolving, in the U.S., E.U., and internationally, and includes regulation targeted specifically at AI technology, including the EU AI Act, portions of which have already come into force with more to follow this year and in future years, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.
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.
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.
Following the completion of a strategic acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time. There can be no assurance that such sellers will do so in a manner that is acceptable to us.
Following the completion of a strategic acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time.
This volatility, including volatility arising from tensions between the U.S. and China, may impact the level and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows. • Changes to tax, tariff and import/export regulations and economic sanctions may have a negative effect on global or regional economic conditions, financial markets and our business.
This volatility, including volatility arising from tensions between the U.S. and China, may impact the level and composition of our AUM and also negatively impact investor sentiment, which could result in reduced or negative flows.
Investors may have difficulty effecting service of process within the U.S. on our directors and officers who reside outside the U.S., even though the company has appointed an agent in the U.S. to receive service of process. 24 Table of Contents Further, it may not be possible in Bermuda or in countries other than the U.S. where the company has assets, to enforce court judgments obtained in the U.S. against the company based on the civil liability provisions of U.S. federal or state securities laws.
Further, it may not be possible in Bermuda or in countries other than the U.S. where the company has assets, to enforce court judgments obtained in the U.S. against the company based on the civil liability provisions of U.S. federal or state securities laws.
We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business.
Developments in these laws and regulations and their application to our business could impede our ability to provide certain products or limit the AUM of certain investment strategies that we provide. We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business.
Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates. Declines in the values of AUM could lead to reduced revenues and net income as management fees are generally calculated based upon the size of AUM.
Additionally, we have investments, including collateralized loan obligations (CLOs), real estate-related loans, commercial loans, income based products inclusive of private strategies, and seed capital in fixed income funds, the valuation of which could vary with changes in interest and default rates as well as credit quality deterioration.
Investment products and clients can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings), or both, may impair the ability of the borrower to make payment of principal and interest.
Investment products and clients can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic conditions, including rising interest rates, inflation, geopolitical instability, or sector-specific stress, may impair the ability of the borrower to make payment of principal and interest. 13 Table of Contents Current and future market and economic developments may increase default and delinquency rates and negatively impact the quality of the credit portfolio.
Subsidiaries operating in the EU and the products and services they provide are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg, the Central Bank of Ireland, the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany and the European Securities and Markets Authority (ESMA).
Subsidiaries operating in the EU and the products and services they provide are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg and Central Bank of Ireland, and by the European Securities and Markets Authority. Such subsidiaries are also subject to various EU Directives, which generally are implemented by member state national legislation and by EU Regulations.
Privacy regulations such as the General Data Protection Regulation (GDPR) in Europe have strengthened privacy rules for organizations handling personal data, granted individuals more rights and control over the use of their personal data, and greatly increased penalties for non-compliance.
General Data Protection Regulation, U.S. state privacy laws and financial sector regulations, India’s Digital Personal Data Protection Act, China’s Personal Information Protection Law and Bermuda's Personal Information Protection Act, have strengthened privacy requirements for organizations handling personal data, granted individuals more rights and control over the use of their personal data and greatly increased penalties for non-compliance.
Investors, particularly in the institutional market, rely on external consultants and other third parties for advice on the choice of investment manager. These consultants and third parties tend to exert a significant degree of influence over their clients' choices, and they may favor one of our competitors over us as better meeting their particular clients' needs.
These consultants and third parties tend to exert a significant degree of influence over their clients' choices, and they may favor one of our competitors over us as better meeting their particular clients' needs. There is no assurance that our investment products will be among their recommended choices in the future.
In addition, changes in individual and corporate income tax rates, including the capital gains and dividend tax rates, could cause investors to view certain investment products we manage less favorably and reduce investor demand for the products and services we offer, which could have an adverse effect on our AUM, revenues and net income. 23 Table of Contents Examinations and audits by tax authorities could result in additional tax payments for prior periods.
However, if unfavorable legislation were to be enacted, or if modifications were to be made to certain existing tax treaties, the consequences could have a materially adverse impact on the company, including increasing our tax burden, increasing the cost of our tax compliance or otherwise adversely affecting our future net income and liquidity. 23 Table of Contents In addition, changes in individual and corporate income tax rates, including the capital gains and dividend tax rates, could cause investors to view certain investment products we manage less favorably and reduce investor demand for the products and services we offer, which could have an adverse effect on our AUM, revenues and net income.
A substantial portion of the products and services we offer in the U.S. are regulated by the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission, the National Futures Association, Department of Labor (DOL) and/or the Texas Department of Banking and in the U.K. are regulated by the Financial Conduct Authority (FCA), and in Hong Kong and China are regulated by the Securities Futures Commission of Hong Kong (SFC) and the China Securities Regulatory Commission, respectively.
Failure to comply with these evolving requirements could result in enforcement actions, reputational harm, and restrictions on our ability to operate in certain jurisdictions. 21 Table of Contents A substantial portion of the products and services we offer in the U.S. are regulated by the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission, National Futures Association, Department of Labor and Texas Department of Banking, in the U.K. are regulated by the Financial Conduct Authority and in Hong Kong, China, and Japan are regulated by the Securities and Futures Commission of Hong Kong, the China Securities Regulatory Commission, and the Financial Services Agency, respectively.
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 European Union (EU) and U.K. subsidiaries are subject to capital requirements under applicable EU and U.K. requirements, and we maintain capital within this European sub-group to satisfy these regulations.
All of our regulated European Union (EU) and U.K. subsidiaries are subject to capital requirements under applicable EU and U.K. requirements, 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.
In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI, if used to perpetrate fraud or launch cyberattacks, could result in losses, liquidity outflows, or other adverse effects at a particular financial institution or exchange.
In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks.
Any payments to us by our subsidiaries could be subject to statutory, regulatory or contractual restrictions and are contingent upon our subsidiaries' earnings and business or regulatory considerations. For example, certain of our subsidiaries are required under applicable laws and regulations to maintain appropriate levels of capital.
Any payments to us by our subsidiaries could be subject to statutory, regulatory or contractual restrictions and are contingent upon our subsidiaries' earnings and business or regulatory considerations. Our financial condition or liquidity could be adversely affected if certain of our subsidiaries are unable to distribute funds to us.
These regulations have materially impacted the asset management industry in the EU and U.K. In particular, the integration of sustainability risks, the disclosure of information on the ESG characteristics of EU products and the integration of investors’ ESG preferences at the point of sale have had a significant impact on the features of EU products and on investment management activities.
These regulations have materially impacted the asset management industry in the EU and U.K in recent years. In particular, these regulations have required the integration of sustainability risks within investment management processes and imposed enhanced disclosure requirements on the ESG characteristics of EU and U.K. investment products.
If we are unable to successfully recover from a man-made or natural disaster, severe weather event, health crisis or pandemic or other business continuity problem, we could suffer material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
These needs could present operational issues or require significant capital and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our AUM, revenues, net income and liquidity. 17 Table of Contents If we are unable to successfully recover from a man-made or natural disaster, severe weather event, health crisis or pandemic or other business continuity problem, we could suffer material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−5 removed6 unchanged
Biggest changeThis structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business.
Biggest changeThis structure supports a more comprehensive, holistic approach to keeping our clients, employees, and critical assets safe, upholding privacy rights, and enabling a secure and resilient business. The information security program for the company is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.
Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Business Continuity, Crisis Management, Global Privacy Office, Business Security, Projects and Strategy.
Our GCSO has experience in the public and private sectors, specializing in security, investigations, and incident response. The Global Security Department oversees, among others, the following groups across Invesco: Information Security, Strategic Intelligence, Corporate Security, Enterprise Resilience, Business Continuity, Crisis Management, Global Privacy Office, Business Security, and Projects & Strategy.
As of December 31, 2024, we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect Invesco’s business strategy, results of operations or financial condition.
The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight. As of December 31, 2025, we have not experienced any cyber incidents that have materially affected or are reasonably likely to materially affect Invesco’s business strategy, results of operations or financial condition. 26 Table of Contents
Removed
The information security program for the company, excluding the subsidiary noted below, is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management.
Removed
One company subsidiary operates on a distinct network and, therefore, manages its own information security program in close coordination with our Global Security Department.
Removed
This subsidiary’s program aligns with all aspects of the company's information security program and is led by a dedicated CISO who reports to the Chief Operating Officer of the subsidiary and has comprehensive experience managing cybersecurity programs. The GCSO has indirect oversight of the subsidiary's CISO and its information security program.
Removed
The Committee reports to the Enterprise Risk Management Committee, which provides updates to the Board to facilitate its oversight. For the subsidiary referenced above, an Enterprise Risk Management Steering Committee provides executive-level oversight and monitoring of its programs that manage information security and cyber related risk.
Removed
The members of this Enterprise Risk Management Steering Committee include the subsidiary’s Chief Executive Officer (CEO), Chief Operating Officer, Head of Risk, Head of Legal, 26 Table of Contents Head of Privacy and the subsidiary’s CISO, as well as the company’s GCSO and CISO. The subsidiary’s CISO provides updates to the Board to facilitate its oversight at least annually.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 2. Properties Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at 1331 Spring Street, Suite 2500, Atlanta, Georgia, 30309, U.S.A.
Biggest changeItem 2. Properties Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at 1331 Spring Street NW, Suite 2500, Atlanta, Georgia, 30309, U.S.A.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed1 unchanged
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Report. 28 Table of Contents Repurchases of Equity Securities The following table shows common share repurchase activity during the three months ended December 31, 2024: Month Total Number of Common Shares Purchased (1) Average Price Paid Per Common Share Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (2) (millions) October 1 - 31, 2024 498,346 $ 17.81 482,194 $ 348.7 November 1 - 30, 2024 450,757 $ 17.82 438,237 $ 340.8 December 1 - 31, 2024 475,546 $ 17.89 458,622 $ 332.6 1,424,649 1,379,053 ____________ (1) An aggregate of 45,596 common shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards during the three months ended December 31, 2024.
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025 and is incorporated by reference in this Report. 28 Table of Contents Repurchases of Equity Securities The following table shows common share repurchase activity during the three months ended December 31, 2025: Month Total Number of Common Shares Purchased (1) Average Price Paid Per Common Share Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (2) (millions) October 1 - 31, 2025 389,050 $ 23.40 366,728 $ 248.7 November 1 - 30, 2025 316,301 $ 23.54 315,213 $ 241.2 December 1 - 31, 2025 352,704 $ 26.17 343,305 $ 232.2 1,058,055 1,025,246 ____________ (1) An aggregate of 32,809 common shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards during the three months ended December 31, 2025.
The following graph illustrates the cumulative total shareholder return of our common shares over the five-year period beginning from the market close on the last trading day of 2019 through and including the last trading day in the fiscal year ended December 31, 2024 and compares it to the cumulative total return of the Standard & Poor's (S&P) 500 Index and to a group of peer investment management companies.
The following graph illustrates the cumulative total shareholder return of our common shares over the five-year period beginning from the market close on the last trading day of 2020 through and including the last trading day in the fiscal year ended December 31, 2025 and compares it to the cumulative total return of the Standard & Poor's (S&P) 500 Index and to a group of peer investment management companies.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, 2025, there were approximately 4,800 holders of record of our common shares.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are listed and traded on the NYSE under the symbol “IVZ.” At January 31, 2026, there were approximately 4,700 holders of record of our common shares.
(2) At December 31, 2024, a balanc e of $332.6 million remains available under the common share repurchase authorization approved by the Board on July 22, 2016. 29 Table of Contents Item 6. [Reserved]
(2) At December 31, 2025, a balanc e of $232.2 million remains available under the common share repurchase authorization approved by the Board on July 22, 2016. 29 Table of Contents Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

146 edited+39 added−23 removed59 unchanged
Biggest changeForeign Exchange Rates During the year ended December 31, 2024, we experienced a decrease in AUM of $16.3 billion due to changes in foreign exchange rates (December 31, 2023: AUM decreased $0.4 billion; December 31, 2022: AUM decreased $26.1 billion). 35 Table of Contents Total AUM by Channel (1) 2024 2023 2022 (in billions) Total Retail Institutional Total Retail Institutional Total Retail Institutional Beginning Assets (January 1) $ 1,585.3 $ 1,042.0 $ 543.3 $ 1,409.2 $ 872.3 $ 536.9 $ 1,610.9 $ 1,106.5 $ 504.4 Long-term inflows 419.0 319.6 99.4 299.1 219.9 79.2 330.3 243.9 86.4 Long-term outflows (353.9) (259.6) (94.3) (288.9) (214.5) (74.4) (330.8) (257.5) (73.3) Net long-term flows 65.1 60.0 5.1 10.2 5.4 4.8 (0.5) (13.6) 13.1 Net flows in non-management fee earning AUM 29.8 28.7 1.1 6.2 5.9 0.3 (3.2) 0.9 (4.1) Net flows in money market funds 23.4 1.5 21.9 (11.1) 1.4 (12.5) 56.4 1.8 54.6 Total net flows 118.3 90.2 28.1 5.3 12.7 (7.4) 52.7 (10.9) 63.6 Reinvested distributions 16.0 15.8 0.2 11.5 11.0 0.5 15.2 14.8 0.4 Market gains and losses 142.7 123.4 19.3 161.1 145.2 15.9 (243.5) (227.3) (16.2) Dispositions — — — (1.4) — (1.4) — — — Foreign currency translation (16.3) (5.8) (10.5) (0.4) 0.8 (1.2) (26.1) (10.8) (15.3) Ending Assets (December 31) $ 1,846.0 $ 1,265.6 $ 580.4 $ 1,585.3 $ 1,042.0 $ 543.3 $ 1,409.2 $ 872.3 $ 536.9 Total AUM by Client Domicile (2) 2024 2023 2022 (in billions) Total Americas APAC EMEA Total Americas APAC EMEA Total Americas APAC EMEA Beginning Assets (January 1) $ 1,585.3 $ 1,133.9 $ 235.5 $ 215.9 $ 1,409.2 $ 999.4 $ 223.5 $ 186.3 $ 1,610.9 $ 1,132.5 $ 247.3 $ 231.1 Long-term inflows 419.0 212.5 121.0 85.5 299.1 154.0 77.1 68.0 330.3 184.0 76.6 69.7 Long-term outflows (353.9) (190.7) (94.9) (68.3) (288.9) (156.0) (67.0) (65.9) (330.8) (193.8) (62.5) (74.5) Net long-term flows 65.1 21.8 26.1 17.2 10.2 (2.0) 10.1 2.1 (0.5) (9.8) 14.1 (4.8) Net flows in non-management fee earning AUM 29.8 23.8 0.1 5.9 6.2 7.2 (0.3) (0.7) (3.2) (3.6) 1.1 (0.7) Net flows in money market funds 23.4 24.0 — (0.6) (11.1) (11.7) 1.3 (0.7) 56.4 58.3 (0.3) (1.6) Total net flows 118.3 69.6 26.2 22.5 5.3 (6.5) 11.1 0.7 52.7 44.9 14.9 (7.1) Reinvested distributions 16.0 15.8 — 0.2 11.5 11.3 — 0.2 15.2 14.9 — 0.3 Market gains and losses 142.7 101.5 16.3 24.9 161.1 130.4 6.3 24.4 (243.5) (191.3) (22.6) (29.6) Transfer — (3.4) 3.6 (0.2) — — — — — — — — Dispositions — — — — (1.4) (1.4) — — — — — — Foreign currency translation (16.3) (1.9) (11.4) (3.0) (0.4) 0.7 (5.4) 4.3 (26.1) (1.6) (16.1) (8.4) Ending Assets (December 31) $ 1,846.0 $ 1,315.5 $ 270.2 $ 260.3 $ 1,585.3 $ 1,133.9 $ 235.5 $ 215.9 $ 1,409.2 $ 999.4 $ 223.5 $ 186.3 ____________ See accompanying notes immediately following these AUM tables. 36 Table of Contents Total AUM by Investment Capability (3) Twelve months ended December 31, 2024 (in billions) Total ETFs and Index (4) Fundamental Fixed Income (5) Fundamental Equities (6) Private Markets (7) APAC Managed (8) Multi-Asset/ Other (9) Global Liquidity (10) QQQ (11) Beginning Assets (January 1) $ 1,585.3 $ 362.1 $ 272.6 $ 260.5 $ 129.7 $ 108.0 $ 57.4 $ 165.0 $ 230.0 Long-term inflows 419.0 192.7 68.5 35.7 25.0 86.7 10.4 — — Long-term outflows (353.9) (121.4) (60.7) (59.9) (20.9) (78.1) (12.9) — — Net long-term flows 65.1 71.3 7.8 (24.2) 4.1 8.6 (2.5) — — Net flows in non-management fee earning AUM 29.8 — — — — — 0.7 — 29.1 Net flows in money market funds 23.4 — — — — (0.2) — 23.6 — Total net flows 118.3 71.3 7.8 (24.2) 4.1 8.4 (1.8) 23.6 29.1 Reinvested distributions 16.0 0.5 2.1 11.6 0.8 — 0.6 0.4 — Market gains and losses 142.7 53.2 3.2 21.2 (4.6) 5.6 3.8 0.5 59.8 Foreign currency translation (16.3) (3.1) (4.6) (2.6) (1.5) (3.2) (1.2) (0.1) — Ending Assets (December 31) $ 1,846.0 $ 484.0 $ 281.1 $ 266.5 $ 128.5 $ 118.8 $ 58.8 $ 189.4 $ 318.9 Average AUM $ 1,712.2 $ 423.8 $ 276.9 $ 269.4 $ 128.5 $ 112.1 $ 59.8 $ 165.9 $ 275.8 Twelve months ended December 31, 2023 Beginning Assets (January 1) $ 1,409.2 $ 285.6 $ 261.3 $ 238.8 $ 129.9 $ 113.6 $ 57.7 $ 176.4 $ 145.9 Long-term inflows 299.1 124.1 60.6 36.7 16.1 52.5 9.1 — — Long-term outflows (288.9) (90.8) (59.6) (54.3) (15.5) (55.1) (13.6) — — Net long-term flows 10.2 33.3 1.0 (17.6) 0.6 (2.6) (4.5) — — Net flows in non-management fee earning AUM 6.2 — — — — — (0.3) — 6.5 Net flows in money market funds (11.1) — — — — 1.2 — (12.3) — Total net flows 5.3 33.3 1.0 (17.6) 0.6 (1.4) (4.8) (12.3) 6.5 Reinvested distributions 11.5 0.3 1.9 7.8 0.8 — 0.4 0.3 — Market gains and losses 161.1 42.5 9.4 29.9 (0.9) (1.1) 3.2 0.5 77.6 Dispositions (1.4) — — — (1.4) — — — — Foreign currency translation (0.4) 0.4 (1.0) 1.6 0.7 (3.1) 0.9 0.1 — Ending Assets (December 31) $ 1,585.3 $ 362.1 $ 272.6 $ 260.5 $ 129.7 $ 108.0 $ 57.4 $ 165.0 $ 230.0 Average AUM $ 1,500.6 $ 316.7 $ 264.5 $ 249.9 $ 128.2 $ 111.0 $ 59.7 $ 183.1 $ 187.5 ___________ See accompanying notes immediately following these AUM tables. 37 Table of Contents Twelve months ended December 31, 2022 (in billions) Total ETFs and Index (4) Fundamental Fixed Income (5) Fundamental Equities (6) Private Markets (7) APAC Managed (8) Multi-Asset/ Other (9) Global Liquidity (10) QQQ (11) Beginning Assets (January 1) $ 1,610.9 $ 303.5 $ 288.5 $ 343.5 $ 134.4 $ 127.9 $ 78.9 $ 119.1 $ 215.1 Long-term inflows 330.3 131.9 70.8 40.4 25.2 53.4 8.6 — — Long-term outflows (330.8) (101.2) (68.6) (70.9) (27.7) (46.7) (15.7) — — Net long-term flows (0.5) 30.7 2.2 (30.5) (2.5) 6.7 (7.1) — — Net flows in non-management fee earning AUM (3.2) — — — — — (4.5) — 1.3 Net flows in money market funds 56.4 — — — — (0.2) — 56.6 — Total net flows 52.7 30.7 2.2 (30.5) (2.5) 6.5 (11.6) 56.6 1.3 Reinvested distributions 15.2 0.5 1.7 11.4 1.0 — 0.6 — — Market gains and losses (243.5) (47.3) (25.1) (81.4) (1.3) (11.3) (7.6) 1.0 (70.5) Foreign currency translation (26.1) (1.8) (6.0) (4.2) (1.7) (9.5) (2.6) (0.3) — Ending Assets (December 31) $ 1,409.2 $ 285.6 $ 261.3 $ 238.8 $ 129.9 $ 113.6 $ 57.7 $ 176.4 $ 145.9 Average AUM $ 1,452.5 $ 293.5 $ 264.5 $ 270.5 $ 134.1 $ 117.8 $ 64.9 $ 138.1 $ 169.1 ____________ See accompanying notes immediately following these AUM tables. 38 Table of Contents Active AUM by Channel (1) 2024 2023 2022 (in billions) Total Retail Institutional Total Retail Institutional Total Retail Institutional Beginning Assets (January 1) $ 985.3 $ 501.5 $ 483.8 $ 976.2 $ 482.1 $ 494.1 $ 1,082.5 $ 631.7 $ 450.8 Long-term inflows 194.0 109.6 84.4 164.3 98.8 65.5 197.9 117.0 80.9 Long-term outflows (209.4) (128.8) (80.6) (193.3) (126.0) (67.3) (226.2) (157.5) (68.7) Net long-term flows (15.4) (19.2) 3.8 (29.0) (27.2) (1.8) (28.3) (40.5) 12.2 Net flows in non-management fee earning AUM — — — — 0.1 (0.1) — — — Net flows in money market funds 23.4 1.5 21.9 (11.1) 1.4 (12.5) 56.4 1.8 54.6 Total net flows 8.0 (17.7) 25.7 (40.1) (25.7) (14.4) 28.1 (38.7) 66.8 Reinvested distributions 16.0 15.8 0.2 11.5 11.0 0.5 15.2 14.8 0.4 Market gains and losses 30.0 22.4 7.6 40.0 33.7 6.3 (125.6) (115.6) (10.0) Dispositions — — — (1.4) — (1.4) — — — Foreign currency translation (12.8) (4.5) (8.3) (0.9) 0.4 (1.3) (24.0) (10.1) (13.9) Ending Assets (December 31) $ 1,026.5 $ 517.5 $ 509.0 $ 985.3 $ 501.5 $ 483.8 $ 976.2 $ 482.1 $ 494.1 Active AUM by Client Domicile (2) 2024 2023 2022 (in billions) Total Americas APAC EMEA Total Americas APAC EMEA Total Americas APAC EMEA Beginning Assets (January 1) $ 985.3 $ 671.4 $ 192.0 $ 121.9 $ 976.2 $ 670.8 $ 191.0 $ 114.4 $ 1,082.5 $ 724.5 $ 208.8 $ 149.2 Long-term inflows 194.0 84.1 84.7 25.2 164.3 78.0 61.1 25.2 197.9 104.0 69.3 24.6 Long-term outflows (209.4) (111.8) (70.2) (27.4) (193.3) (109.7) (55.0) (28.6) (226.2) (133.4) (56.1) (36.7) Net long-term flows (15.4) (27.7) 14.5 (2.2) (29.0) (31.7) 6.1 (3.4) (28.3) (29.4) 13.2 (12.1) Net flows in non-management fee earning AUM — — — — — — — — — — 0.1 (0.1) Net flows in money market funds 23.4 24.0 — (0.6) (11.1) (11.7) 1.3 (0.7) 56.4 58.3 (0.3) (1.6) Total net flows 8.0 (3.7) 14.5 (2.8) (40.1) (43.4) 7.4 (4.1) 28.1 28.9 13.0 (13.8) Reinvested distributions 16.0 15.8 — 0.2 11.5 11.3 — 0.2 15.2 14.9 — 0.3 Market gains and losses 30.0 19.7 6.2 4.1 40.0 33.4 (1.0) 7.6 (125.6) (96.0) (16.3) (13.3) Transfer — (3.4) 3.6 (0.2) — — — — — — — — Dispositions — — — — (1.4) (1.4) — — — — — — Foreign currency translation (12.8) (1.6) (8.9) (2.3) (0.9) 0.7 (5.4) 3.8 (24.0) (1.5) (14.5) (8.0) Ending Assets (December 31) $ 1,026.5 $ 698.2 $ 207.4 $ 120.9 $ 985.3 $ 671.4 $ 192.0 $ 121.9 $ 976.2 $ 670.8 $ 191.0 $ 114.4 ____________ See accompanying notes immediately following these AUM tables. 39 Table of Contents Passive AUM by Channel (1) 2024 2023 2022 (in billions) Total Retail Institutional Total Retail Institutional Total Retail Institutional Beginning Assets (January 1) $ 600.0 $ 540.5 $ 59.5 $ 433.0 $ 390.2 $ 42.8 $ 528.4 $ 474.8 $ 53.6 Long-term inflows 225.0 210.0 15.0 134.8 121.1 13.7 132.4 126.9 5.5 Long-term outflows (144.5) (130.8) (13.7) (95.6) (88.5) (7.1) (104.6) (100.0) (4.6) Net long-term flows 80.5 79.2 1.3 39.2 32.6 6.6 27.8 26.9 0.9 Net flows in non-management fee earning AUM 29.8 28.7 1.1 6.2 5.8 0.4 (3.2) 0.9 (4.1) Total net flows 110.3 107.9 2.4 45.4 38.4 7.0 24.6 27.8 (3.2) Market gains and losses 112.7 101.0 11.7 121.1 111.5 9.6 (117.9) (111.7) (6.2) Foreign currency translation (3.5) (1.3) (2.2) 0.5 0.4 0.1 (2.1) (0.7) (1.4) Ending Assets (December 31) $ 819.5 $ 748.1 $ 71.4 $ 600.0 $ 540.5 $ 59.5 $ 433.0 $ 390.2 $ 42.8 Passive AUM by Client Domicile (2) 2024 2023 2022 (in billions) Total Americas APAC EMEA Total Americas APAC EMEA Total Americas APAC EMEA Beginning Assets (January 1) $ 600.0 $ 462.5 $ 43.5 $ 94.0 $ 433.0 $ 328.6 $ 32.5 $ 71.9 $ 528.4 $ 408.0 $ 38.5 $ 81.9 Long-term inflows 225.0 128.4 36.3 60.3 134.8 76.0 16.0 42.8 132.4 80.0 7.3 45.1 Long-term outflows (144.5) (78.9) (24.7) (40.9) (95.6) (46.3) (12.0) (37.3) (104.6) (60.4) (6.4) (37.8) Net long-term flows 80.5 49.5 11.6 19.4 39.2 29.7 4.0 5.5 27.8 19.6 0.9 7.3 Net flows in non-management fee earning AUM 29.8 23.8 0.1 5.9 6.2 7.2 (0.3) (0.7) (3.2) (3.6) 1.0 (0.6) Total net flows 110.3 73.3 11.7 25.3 45.4 36.9 3.7 4.8 24.6 16.0 1.9 6.7 Market gains and losses 112.7 81.8 10.1 20.8 121.1 97.0 7.3 16.8 (117.9) (95.3) (6.3) (16.3) Foreign currency translation (3.5) (0.3) (2.5) (0.7) 0.5 — — 0.5 (2.1) (0.1) (1.6) (0.4) Ending Assets (December 31) $ 819.5 $ 617.3 $ 62.8 $ 139.4 $ 600.0 $ 462.5 $ 43.5 $ 94.0 $ 433.0 $ 328.6 $ 32.5 $ 71.9 ____________ See accompanying notes immediately following these AUM tables. 40 Table of Contents Invesco Ltd.
Biggest changeForeign Exchange Rates During the year ended December 31, 2025, we experienced an increase in AUM of $17.0 billion due to changes in foreign exchange rates (December 31, 2024: AUM decreased $16.3 billion; December 31, 2023: AUM decreased $0.4 billion). 35 Table of Contents Total AUM by Channel (1) 2025 2024 2023 (in billions) Total Retail Institutional Total Retail Institutional Total Retail Institutional Beginning Assets (January 1) $ 1,846.0 $ 1,265.6 $ 580.4 $ 1,585.3 $ 1,042.0 $ 543.3 $ 1,409.2 $ 872.3 $ 536.9 Long-term inflows 515.0 359.0 156.0 419.0 319.6 99.4 299.1 219.9 79.2 Long-term outflows (433.8) (308.1) (125.7) (353.9) (259.6) (94.3) (288.9) (214.5) (74.4) Net long-term flows 81.2 50.9 30.3 65.1 60.0 5.1 10.2 5.4 4.8 Net flows in non-management fee earning AUM 22.1 22.7 (0.6) 29.8 28.7 1.1 6.2 5.9 0.3 Net flows in money market funds 1.1 4.2 (3.1) 23.4 1.5 21.9 (11.1) 1.4 (12.5) Total net flows 104.4 77.8 26.6 118.3 90.2 28.1 5.3 12.7 (7.4) Reinvested distributions 24.5 24.3 0.2 16.0 15.8 0.2 11.5 11.0 0.5 Market gains and losses 193.9 160.1 33.8 142.7 123.4 19.3 161.1 145.2 15.9 Transfers — (9.5) 9.5 — — — — — — Dispositions (15.9) (9.4) (6.5) — — — (1.4) — (1.4) Foreign currency translation 17.0 6.8 10.2 (16.3) (5.8) (10.5) (0.4) 0.8 (1.2) Ending Assets (December 31) $ 2,169.9 $ 1,515.7 $ 654.2 $ 1,846.0 $ 1,265.6 $ 580.4 $ 1,585.3 $ 1,042.0 $ 543.3 Total AUM by Client Domicile (2) 2025 2024 2023 (in billions) Total Americas APAC EMEA Total Americas APAC EMEA Total Americas APAC EMEA Beginning Assets (January 1) $ 1,846.0 $ 1,315.5 $ 270.2 $ 260.3 $ 1,585.3 $ 1,133.9 $ 235.5 $ 215.9 $ 1,409.2 $ 999.4 $ 223.5 $ 186.3 Long-term inflows 515.0 241.9 178.0 95.1 419.0 212.5 121.0 85.5 299.1 154.0 77.1 68.0 Long-term outflows (433.8) (231.3) (143.1) (59.4) (353.9) (190.7) (94.9) (68.3) (288.9) (156.0) (67.0) (65.9) Net long-term flows 81.2 10.6 34.9 35.7 65.1 21.8 26.1 17.2 10.2 (2.0) 10.1 2.1 Net flows in non-management fee earning AUM 22.1 25.4 1.4 (4.7) 29.8 23.8 0.1 5.9 6.2 7.2 (0.3) (0.7) Net flows in money market funds 1.1 (3.3) 3.7 0.7 23.4 24.0 — (0.6) (11.1) (11.7) 1.3 (0.7) Total net flows 104.4 32.7 40.0 31.7 118.3 69.6 26.2 22.5 5.3 (6.5) 11.1 0.7 Reinvested distributions 24.5 24.0 — 0.5 16.0 15.8 — 0.2 11.5 11.3 — 0.2 Market gains and losses 193.9 118.5 20.6 54.8 142.7 101.5 16.3 24.9 161.1 130.4 6.3 24.4 Transfer — — — — — (3.4) 3.6 (0.2) — — — — Dispositions (15.9) — (15.9) — — — — — (1.4) (1.4) — — Foreign currency translation 17.0 1.7 6.1 9.2 (16.3) (1.9) (11.4) (3.0) (0.4) 0.7 (5.4) 4.3 Ending Assets (December 31) $ 2,169.9 $ 1,492.4 $ 321.0 $ 356.5 $ 1,846.0 $ 1,315.5 $ 270.2 $ 260.3 $ 1,585.3 $ 1,133.9 $ 235.5 $ 215.9 ____________ See accompanying notes immediately following these AUM tables. 36 Table of Contents Total AUM by Investment Capability (3) Twelve months ended December 31, 2025 (in billions) Total ETFs and Index (4) Fundamental Fixed Income (5) Fundamental Equities (6) Private Markets (7) China JV (8) Multi-Asset/ Other (9) Global Liquidity (10) QQQ (11) Beginning Assets (January 1) $ 1,846.0 $ 484.9 $ 279.1 $ 276.7 $ 129.6 $ 93.2 $ 72.2 $ 191.4 $ 318.9 Long-term inflows 515.0 197.6 89.6 50.5 28.4 124.0 19.9 — 5.0 Long-term outflows (433.8) (135.4) (72.5) (71.6) (30.6) (101.2) (19.0) — (3.5) Net long-term flows 81.2 62.2 17.1 (21.1) (2.2) 22.8 0.9 — 1.5 Net flows in non-management fee earning AUM 22.1 — — — — — 0.3 — 21.8 Net flows in money market funds 1.1 — — — — 3.2 0.3 (2.4) — Total net flows 104.4 62.2 17.1 (21.1) (2.2) 26.0 1.5 (2.4) 23.3 Reinvested distributions 24.5 0.6 2.2 20.1 0.8 — 0.6 0.2 — Market gains and losses 193.9 79.0 11.0 20.6 (0.1) 8.5 9.7 0.2 65.0 Dispositions (15.9) — — — — — (15.9) — — Foreign currency translation 17.0 3.5 2.1 2.1 2.6 4.8 1.6 0.3 — Ending Assets (December 31) $ 2,169.9 $ 630.2 $ 311.5 $ 298.4 $ 130.7 $ 132.5 $ 69.7 $ 189.7 $ 407.2 Average AUM $ 2,000.1 $ 553.6 $ 299.0 $ 284.0 $ 131.3 $ 108.7 $ 75.6 $ 196.1 $ 351.8 Twelve months ended December 31, 2024 (in billions) Total ETFs and Index (4) Fundamental Fixed Income (5) Fundamental Equities (6) Private Markets (7) China JV (8) Multi-Asset/ Other (9) Global Liquidity (10) QQQ (11) Beginning Assets (January 1) $ 1,585.3 $ 363.0 $ 270.7 $ 274.2 $ 130.8 $ 83.5 $ 66.2 $ 166.9 $ 230.0 Long-term inflows 419.0 193.0 68.5 38.3 25.1 75.3 18.8 — — Long-term outflows (353.9) (121.8) (60.8) (66.8) (20.9) (64.9) (18.7) — — Net long-term flows 65.1 71.2 7.7 (28.5) 4.2 10.4 0.1 — — Net flows in non-management fee earning AUM 29.8 — — — — — 0.7 — 29.1 Net flows in money market funds 23.4 — — — — (0.8) 0.6 23.6 — Total net flows 118.3 71.2 7.7 (28.5) 4.2 9.6 1.4 23.6 29.1 Reinvested distributions 16.0 0.5 2.1 11.6 0.8 — 0.6 0.4 — Market gains and losses 142.7 53.3 3.1 22.6 (4.6) 2.4 5.5 0.6 59.8 Foreign currency translation (16.3) (3.1) (4.5) (3.2) (1.6) (2.3) (1.5) (0.1) — Ending Assets (December 31) $ 1,846.0 $ 484.9 $ 279.1 $ 276.7 $ 129.6 $ 93.2 $ 72.2 $ 191.4 $ 318.9 Average AUM $ 1,712.2 $ 424.7 $ 274.9 $ 280.4 $ 129.6 $ 87.5 $ 71.4 $ 167.9 $ 275.8 ___________ See accompanying notes immediately following these AUM tables. 37 Table of Contents Twelve months ended December 31, 2023 (in billions) Total ETFs and Index (4) Fundamental Fixed Income (5) Fundamental Equities (6) Private Markets (7) China JV (8) Multi-Asset/ Other (9) Global Liquidity (10) QQQ (11) Beginning Assets (January 1) $ 1,409.2 $ 286.2 $ 259.5 $ 255.3 $ 130.5 $ 89.3 $ 64.3 $ 178.2 $ 145.9 Long-term inflows 299.1 124.9 60.7 38.6 16.6 44.7 13.6 — — Long-term outflows (288.9) (91.2) (59.7) (59.6) (15.5) (46.2) (16.7) — — Net long-term flows 10.2 33.7 1.0 (21.0) 1.1 (1.5) (3.1) — — Net flows in non-management fee earning AUM 6.2 — — — — — (0.3) — 6.5 Net flows in money market funds (11.1) — — — — 1.3 (0.1) (12.3) — Total net flows 5.3 33.7 1.0 (21.0) 1.1 (0.2) (3.5) (12.3) 6.5 Reinvested distributions 11.5 0.3 1.9 7.8 0.8 — 0.4 0.3 — Market gains and losses 161.1 42.3 9.5 30.9 (0.9) (3.0) 4.2 0.5 77.6 Dispositions (1.4) — — — (1.4) — — — — Foreign currency translation (0.4) 0.5 (1.2) 1.2 0.7 (2.6) 0.8 0.2 — Ending Assets (December 31) $ 1,585.3 $ 363.0 $ 270.7 $ 274.2 $ 130.8 $ 83.5 $ 66.2 $ 166.9 $ 230.0 Average AUM $ 1,500.6 $ 317.5 $ 262.6 $ 265.5 $ 128.8 $ 86.6 $ 67.1 $ 185.0 $ 187.5 ____________ See accompanying notes immediately following these AUM tables. 38 Table of Contents Invesco Ltd.
Peer group ranking are sourced from a widely-used third party ranking agency in each fund’s market (Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end for most institutional products and prior month-end for Australian retail funds due to their late release by third parties.
Peer group rankings are sourced from a widely-used third-party ranking agency in each fund’s market (Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA, Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end for most institutional products and prior month-end for Australian retail funds due to their late release by third parties.
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 dividend is payable quarterly on a non-cumulative basis when, if and as declared by our Board.
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.
GAAP measures to the non-GAAP measures. To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses (non-operating income/expense) sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.
GAAP measures to the non-GAAP measures. To enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense and other income and expenses 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.
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.
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 liquidity evaluations and decisions.
Purchase obligations are recorded as liabilities in the company's Consolidated Financial Statements when services are provided. 52 Table of Contents Capital Management Our capital management priorities have evolved with the growth and success of our business and include, in no particular order of priority: reinvestment in the business, maintaining a strong balance sheet and returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends.
Purchase obligations are recorded as liabilities in the company's Consolidated Financial Statements when services are provided. 50 Table of Contents Capital Management Our capital management priorities have evolved with the growth and success of our business and include, in no particular order of priority: reinvestment in the business, maintaining a strong balance sheet and returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends.
For additional income tax information, please refer to Note 14, “Taxation,” in Part II, Item 8, Financial Statements and Supplementary Data. 47 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 and Adjusted diluted EPS.
For additional income tax information, please refer to Note 14, “Taxation,” in Part II, Item 8, Financial Statements and Supplementary Data. 45 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 and Adjusted diluted EPS.
A decline in the value of AUM could lead to reduced revenues as management fees are generally calculated based upon the value of AUM. Off Balance Sheet Commitments See Part II, Item 8, Financial Statements and Supplementary Data - Note 17, “Commitments and Contingencies,” for more information regarding undrawn capital commitments.
A decline in the value of AUM could lead to reduced revenues as management fees are generally calculated based upon the value of AUM. Off Balance Sheet Commitments See Item 8, Financial Statements and Supplementary Data - Note 17, “Commitments and Contingencies,” for more information regarding undrawn capital commitments.
Adjusted net income is reduced by the amount of earning attributable to the noncontrolling interests. (3) CIP: See Part II, Item 8, Financial Statements and Supplementary Data, Note 18, “Consolidated Investment Products,” for a detailed analysis of the impact to the company’s Condensed Consolidated Financial Statements from the consolidation of CIP.
Adjusted net income is reduced by the amount of earning attributable to the noncontrolling interests. (3) CIP: See Item 8, Financial Statements and Supplementary Data, Note 18, “Consolidated Investment Products,” for a detailed analysis of the impact to the company’s Condensed Consolidated Financial Statements from the consolidation of CIP.
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.
Accordingly, management believes that it is appropriate to adjust operating revenues for the impact of CIP in calculating Net revenues. As Investment management and Performance fees earned by Invesco from the CIP are eliminated upon consolidation of the CIP, management believes that it is appropriate to add these Operating revenues back in the calculation of Net revenues.
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 years ended December 31, 2024 and December 31, 2023.
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 years ended December 31, 2025 and December 31, 2024.
Summary operating information for 2024, 2023 and 2022 is presented in the table below. (in millions, other than per common share amounts, operating margins and AUM) Year ended December 31, U.S.
Summary operating information for 2025, 2024 and 2023 is presented in the table below. (in millions, other than per common share amounts, operating margins and AUM) Year ended December 31, U.S.
GAAP basis to the cash flow information, excluding the impact of the cash flows of CIP for the reasons outlined in footnote 1 to the table: Years ended December 31, Cash flows information (1) 2024 2023 2022 (in millions) U.S. GAAP Impact of CIP Excluding CIP U.S. GAAP Impact of CIP Excluding CIP U.S.
GAAP basis to the cash flow information, excluding the impact of the cash flows of CIP for the reasons outlined in footnote 1 to the table: Years ended December 31, Cash flows information (1) 2025 2024 2023 (in millions) U.S. GAAP Impact of CIP Excluding CIP U.S. GAAP Impact of CIP Excluding CIP U.S.
GAAP basis to the balance sheet information excluding the impact of CIP for the reasons outlined in footnote 1 to the table: December 31, 2024 December 31, 2023 Balance sheet information (in millions) U.S. GAAP Impact of CIP Excluding CIP U.S.
GAAP basis to the balance sheet information excluding the impact of CIP for the reasons outlined in footnote 1 to the table: December 31, 2025 December 31, 2024 Balance sheet information (in millions) U.S. GAAP Impact of CIP Excluding CIP U.S.
The company is exposed to liquidity risk through its $890.6 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 revolving credit agreement, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.
The company is exposed to liquidity risk through its $1,825.1 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 Revolving Credit Agreement, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for 2024 and 2023.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for 2025 and 2024.
(3) Adjustments for unrealized gains and losses from investments, as defined in our revolving credit agreement, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.
(3) Adjustments for unrealized gains and losses from investments, as defined in our Credit Agreements, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.
GAAP. See “Schedule of Non-GAAP Information” for a reconciliation of the most directly comparable U.S. GAAP measures to the non-GAAP measures. 32 Table of Contents Investment Capabilities Performance Overview Invesco's first strategic objective is a commitment to deliver the excellence our clients expect, which includes strong investment performance over the long-term for our clients.
GAAP. See “Schedule of Non-GAAP Information” for a reconciliation of the most directly comparable U.S. GAAP measures to the non-GAAP measures. 32 Table of Contents Investment Capabilities Performance Overview Among Invesco's strategic objectives is a commitment to deliver the excellence our clients expect, which includes strong investment performance over the long-term for our clients.
The calculation of Covenant Adjusted EBITDA above (a reconciliation from Net income attributable to Invesco Ltd.) is defined by our revolving credit agreement, and therefore Net income attributable to Invesco Ltd. is the most appropriate GAAP measure from which to reconcile to Covenant Adjusted EBITDA.
The calculation of Covenant Adjusted EBITDA above (a reconciliation from Net income attributable to Invesco Ltd.) is defined by our Credit Agreements, and therefore Net income attributable to Invesco Ltd. is the most appropriate GAAP measure from which to reconcile to Covenant Adjusted EBITDA.
Therefore, the consolidation of investment products did not have an impact on Net income attributable to Invesco for the year ended December 31, 2024 and 2023. Also, the net income or loss of CIP is taxed at the investor level, not at the product level; therefore, a tax provision is not reflected in the net impact of CIP.
Therefore, the consolidation of investment products did not have an impact on Net income attributable to Invesco for the years ended December 31, 2025 and 2024. Also, the net income or loss of CIP is taxed at the investor level, not at the product level; therefore, a tax provision is not reflected in the net impact of CIP.
(12) 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. 50 Table of Contents Balance Sheet Discussion (1) The following table represents a reconciliation of the balance sheet information presented on a U.S.
(17) 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. 48 Table of Contents Balance Sheet Discussion (1) The following table represents a reconciliation of the balance sheet information presented on a U.S.
See Part II, Item 8, Financial Statements and Supplementary Data - Note 2, "Fair Value of Assets and Liabilities" for information regarding Cash and cash equivalents invested in affiliated money market funds. 56 Table of Contents Liquidity Risk Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities as the same become due.
See Item 8, Financial Statements and Supplementary Data - Note 2, "Fair Value of Assets and Liabilities" for information regarding Cash and cash equivalents invested in affiliated money market funds. Liquidity Risk Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities as the same become due.
Notes to the reconciliations follow the tables. Reconciliation of Operating revenues to Net revenues: (in millions) 2024 2023 2022 Operating revenues, U.S.
Notes to the reconciliations follow the tables. Reconciliation of Operating revenues to Net revenues: (in millions) 2025 2024 2023 Operating revenues, U.S.
See Part II, Item 8, Financial Statements and Supplementary Data - Note 18, “Consolidated Investment Products,” for additional details. 53 Table of Contents Cash Flows Discussion The following table represents a reconciliation of the cash flow information presented on a U.S.
See Item 8, Financial Statements and Supplementary Data - Note 18, “Consolidated Investment Products,” for additional details. 51 Table of Contents Cash Flows Discussion The following table represents a reconciliation of the cash flow information presented on a U.S.
For the comparison of 2023 and 2022, see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s 2023 Annual Report on Form 10-K, filed with the SEC on February 21, 2024.
For the comparison of 2024 and 2023, see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 25, 2025.
(4) Covenant Adjusted EBITDA and Adjusted debt are non-GAAP financial measures that are used by management in connection with certain debt covenant calculations under our revolving credit agreement.
(4) Covenant Adjusted EBITDA and Adjusted debt are non-GAAP financial measures that are used by management in connection with certain debt covenant calculations under our Credit Agreements.
These costs are reimbursed by the related funds. Third-party distribution, service and advisory expenses were $2,025.6 million for the year ended December 31, 2024 as compared to $1,825.2 million for the year ended December 31, 2023.
These costs are reimbursed by the related funds. Third-party distribution, service and advisory expenses were $2,127.1 million for the year ended December 31, 2025 as compared to $2,025.6 million for the year ended December 31, 2024.
Therefore, movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period.
Therefore, movements in global capital market levels, net inflows (or outflows), and changes in the mix of investment products betwe en and within asset classes and geographies may materially affect our revenues from period to period.
If the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund.
If the entity qualifies as a VIE and the company is deemed to have the power to direct the activities of the fund that most significantly impact the fund's economic performance and the obligation to absorb losses/right to receive benefits from the fund that could potentially be significant to the fund, then the company is deemed to be the fund's primary beneficiary and is required to consolidate the fund.
We are in compliance with all regulatory minimum net capital requirements. As of December 31, 2024, the company's minimum regulatory capital requirement was $324.9 million (December 31, 2023: $395.8 million). We meet the regulatory liquidity and working capital requirements by holding cash and cash equivalents in the European sub-group.
We are in compliance with all regulatory minimum net capital requirements. As of December 31, 2025, the company's minimum regulatory capital requirement was $309.9 million (December 31, 2024: $324.9 million). We meet the regulatory liquidity and working capital requirements by holding cash and cash equivalents in the European sub-group.
Assessing if the company has the power to direct the activities that most significantly impact the fund’s economic results may involve significant judgment. Recent Accounting Standards See Part II, Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements.”
Assessing if the company has the power to direct the activities that most significantly impact the fund’s economic results may involve significant judgment. Recent Accounting Standards See Item 8, Financial Statements and Supplementary Data - Note 1, “Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements.” 57 Table of Contents
Marketing Marketing expenses include the cost of direct advertising of our products through trade publications, television and other media, and public relations costs, such as the marketing of the company's products through conferences or other sponsorships. Marketing expenses were $81.3 million for the year ended December 31, 2024 as compared to $82.1 million for the year ended December 31, 2023.
Marketing Marketing expenses include the cost of direct advertising of our products through trade publications, television and other media, and public relations costs, such as the marketing of the company's products through conferences or other sponsorships. Marketing expenses were $84.0 million for the year ended December 31, 2025 as compared to $81.3 million for the year ended December 31, 2024.
GAAP gross revenue yield is not a good measure because the numerator excludes the management fees earned from CIP; however, the denominator of the measure includes the AUM of these investment products. Net revenue yield metrics include the net revenues and average AUM of IGW and CIP.
GAAP gross revenue yield is not a good measure b ecause the numerator excludes the management fees earned from CIP, although the denominator of the measure includes the AUM of these investment products. Net revenue yield metrics include the Net revenues and average AUM of IGW and CIP.
The decrease in net interest income was primarily a result of newly consolidated investment products in the year ended December 31, 2023 which were deconsolidated in the year ended December 31, 2024 as well as lower net interest income earned by the CLOs.
The decrease in net interest income was primarily a result of a newly consolidated investment product in the year ended December 31, 2024 which was deconsolidated in the year ended December 31, 2025 as well as lower net interest income earned by the CLOs.
(5) Fundamental Fixed Income includes Fixed Income products, including certain ETFs managed within this capability. (6) Fundamental Equities includes Equity products. (7) Private Markets includes Private Credit and Real Estate investments comprised primarily of Real Estate, CLOs, Private Credit and listed real assets, including certain ETFs managed within this capability.
(5) Fundamental Fixed Income includes Fixed Income products, including certain ETFs managed within this capability. (6) Fundamental Equities includes Equity products. (7) Private Markets includes Private Credit and Real Estate investments comprised primarily of Real Estate, CLOs, Private Credit and listed real assets, including certain ETFs managed within this capability. (8) China JV includes AUM managed by IGW.
Common Share Repurchase Plan During 2024, the company repurchased 2.9 million shares for $49.6 million in the open market as compared to 9.6 million shares for $150 million during 2023. At December 31, 2024, approximately $332.6 million remained authorized under the company's common share repurchase authorization approved by the Board on July 22, 2016 (December 31, 2023: $382.2 million).
Common Share Repurchase Plan During 2025, the company repurchased 5.4 million shares for $100.4 million in the open market as compared to 2.9 million shares for $49.6 million during 2024. At December 31, 2025, approximately $232.2 million remained authorized under the company's common share repurchase authorization approved by the Board on July 22, 2016 (December 31, 2024: $332.6 million).
See discussion above on how AUM changes impact our Investment management fees. 42 Table of Contents Service and Distribution Fees For the year ended December 31, 2024, Service and distribution fees were $1,479.7 million as compared to $1,374.6 million for the year ended December 31, 2023.
See discussion above on how AUM changes impact our Investment management fees. 40 Table of Contents Service and Distribution Fees For the year ended December 31, 2025, Service and distribution fees were $1,518.1 million as compared to $1,479.7 million for the year ended December 31, 2024.
Cash inflows for the year ended December 31, 2024, excluding the impact of CIP, were primarily driven by operating income and changes in payables and receivables due to the timing of payments and receipts.
Cash inflows for the year ended December 31, 2025, excluding the impact of CIP, were primarily driven by operating income and changes in receivables, other assets, payables, and accrued liabilities due to the timing of receipts and payments.
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 upon maturity.
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 upon maturity.
Investing Activities Cash outflows for the year ended December 31, 2024, excluding the impact of CIP, includes purchases of investments of $307.0 million (year ended December 31, 2023: $108.2 million) and property, equipment and software of $69.1 million (year ended December 31, 2023: $164.3 million), partially offset by proceeds of $135.9 million from Capital distributions from equity method investees (year ended December 31, 2023: $28.0 million).
Investing Activities Cash outflows for the year ended December 31, 2025, excluding the impact of CIP, includes purchases of investments of $147.9 million (year ended December 31, 2024: $307.0 million) and property, equipment and software of $84.3 million (year ended December 31, 2024: $69.1 million), partially offset by proceeds of $156.0 million from capital distributions from equity method investees (year ended December 31, 2024: $135.9 million).
As of December 31, 2024, the company's purchase obligations totaled $694.4 million (December 31, 2023: $663.5 million) and primarily reflect standard service contracts for portfolio, market data, office-related services and third-party marketing and promotional services.
As of December 31, 2025, the company's purchase obligations totaled $1,015.2 million (December 31, 2024: $694.4 million) and primarily reflect standard service contracts for portfolio, market data, office-related services, and third-party marketing and promotional services.
On January 27, 2025, the company declared a preferred dividend of $14.75 per preferred share representing the period from December 1, 2024 through February 28, 2025. The preferred dividend is payable on March 3, 2025.
On January 26, 2026, the company declared a preferred dividend of $14.75 per preferred share representing the period from December 1, 2025 through February 28, 2026. The preferred dividend is payable on March 2, 2026.
GAAP basis $ 832.1 $ (434.8) $ 1,317.7 Invesco Great Wall (2) 163.3 201.9 262.7 CIP (3) 60.2 84.8 65.7 Transaction, integration and restructuring (4) — 41.6 21.2 Amortization and impairment of intangible assets (5) 44.8 1,298.8 63.8 Compensation expense related to market valuation changes of deferred compensation liabilities (6) 70.2 41.2 (46.3) One-time acceleration of compensation expense for currently outstanding Long-term awards (7) 147.6 — — General and administrative (8) 52.5 (20.0) (70.0) Adjusted operating income $ 1,370.7 $ 1,213.5 $ 1,614.8 Operating margin (9) 13.7 % (7.6) % 21.8 % Adjusted operating margin (10) 31.1 % 28.2 % 34.8 % 48 Table of Contents Reconciliation of Net income/(loss) attributable to Invesco to Adjusted net income attributable to Invesco: (in millions, except per common share data) 2024 2023 2022 Net income/(loss) attributable to Invesco Ltd., U.S.
GAAP basis $ (695.7) $ 832.1 $ (434.8) Invesco Great Wall (2) 234.0 163.3 201.9 CIP (3) 84.6 60.2 84.8 Transaction, integration and restructuring (4) — — 41.6 Amortization and impairment of intangible assets (5) 1,832.4 44.8 1,298.8 Compensation expense related to market valuation changes of deferred compensation liabilities (6) 77.6 70.2 41.2 One-time acceleration of compensation expense for outstanding Long-Term Awards (7) — 147.6 — Severance (8) 16.9 — — Software impairment (9) 8.0 — — General and administrative (10) — 52.5 (20.0) Adjusted operating income $ 1,557.8 $ 1,370.7 $ 1,213.5 Operating margin (11) (10.9) % 13.7 % (7.6) % Adjusted operating margin (12) 33.4 % 31.1 % 28.2 % 46 Table of Contents Reconciliation of Net income/(loss) attributable to Invesco to Adjusted net income attributable to Invesco: (in millions, except per common share data) 2025 2024 2023 Net income/(loss) attributable to Invesco Ltd., U.S.
For the year ended December 31, 2024, other gains and losses of CIP were a net loss of $57.9 million as compared to a net loss of $176.3 million for the year ended December 31, 2023. The net losses for the years ended December 31, 2024 and 2023 were attributable to market-driven losses on investments held by consolidated funds.
For the year ended December 31, 2025, other gains and losses of CIP were a net gain of $67.9 million as compared to a net loss of $57.9 million for the year ended December 31, 2024. The net gain for the year ended December 31, 2025 was attributable to market-driven gains on investments held by consolidated funds.
We remain committed to returning capital to shareholders longer term through a combination of share repurchases and modestly increasing 30 Table of Contents dividends. During the year, the company repurchased 2.9 million common shares for $49.6 million in the open market, and we expect to continue common share repurchases on a regular basis going forward.
We remain committed to returning capital to shareholders longer term through a combination of share repurchases and modestly increasing dividends. During the year, the company repurchased 5.4 million common shares for $100.4 million in the open market, and we expect to continue common share repurchases on a regular basis going forward.
Performance fees for the years ended December 31, 2024 and 2023 were primarily generated from multi-asset/other, private markets real estate and fundamental equities products. Other Revenues For the year ended December 31, 2024, Other revenues were $198.6 million as compared to $189.1 million for the year ended December 31, 2023.
Performance fees for the years ended December 31, 2025 and 2024 were primarily generated from multi-asset/other, private markets and fundamental equities products. Other Revenues For the year ended December 31, 2025, Other revenues were $202.2 million as compared to $198.6 million for the year ended December 31, 2024.
Due to the non-recurring nature of this item, the company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period. (8) General and administrative: In 2024, the company removed the expense related to the settlement of regulatory matters.
Due to the non-recurring nature of this item, the company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period.
Other gains and losses, net Other gains and losses, net was a gain of $47.7 million for the year ended December 31, 2024 as compared to a net gain of $98.0 million for the year ended December 31, 2023.
Other gains and losses, net Other gains and losses, net was a gain of $55.9 million for the year ended December 31, 2025 as compared to a net gain of $47.7 million for the year ended December 31, 2024.
GAAP basis $ 6,067.0 $ 5,716.4 $ 6,048.9 Revenue adjustments: (1) Investment management fees (816.6) (766.4) (764.7) Service and distribution fees (1,048.8) (911.7) (961.1) Other (160.2) (147.1) (160.4) Total revenue adjustments (2,025.6) (1,825.2) (1,886.2) Invesco Great Wall (2) 318.1 368.3 432.7 CIP (3) 41.0 51.2 49.6 Net revenues $ 4,400.5 $ 4,310.7 $ 4,645.0 Reconciliation of Operating income/(loss) to Adjusted operating income: (in millions) 2024 2023 2022 Operating income/(loss), U.S.
GAAP basis $ 6,377.1 $ 6,067.0 $ 5,716.4 Revenue adjustments: (1) Investment management fees (909.3) (816.6) (766.4) Service and distribution fees (1,070.6) (1,048.8) (911.7) Other (147.2) (160.2) (147.1) Total revenue adjustments (2,127.1) (2,025.6) (1,825.2) Invesco Great Wall (2) 364.0 318.1 368.3 CIP (3) 44.5 41.0 51.2 Net revenues $ 4,658.5 $ 4,400.5 $ 4,310.7 Reconciliation of Operating income/(loss) to Adjusted operating income: (in millions) 2025 2024 2023 Operating income/(loss), U.S.
(2) Unusual or otherwise non-recurring gains and losses, as defined in our revolving credit agreement, are adjusted for in the determination of Covenant Adjusted EBITDA.
(2) Unusual or otherwise non-recurring gains and losses, as defined in our C redit Agreements, are adjusted for in the determination of Covenant Adjusted EBITDA.
This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates. (2) Client domicile groups AUM by the domicile of the underlying clients. (3) Investment capabilities are descriptive groupings of AUM by investment strategy.
This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates. (2) Client domicile groups AUM by the domicile of the underlying clients. (3) Investment capabilities are descriptive groupings of AUM by investment strategy. (4) ETFs and Index includes ETFs and Indexed Strategies and excludes Invesco QQQ Trust.
Financing cash outflows during the year ended December 31, 2024 also included a $600.0 million redemption of senior notes. Net borrowings under the revolving credit agreement were zero during the years ended December 31, 2024 and December 31, 2023. 54 Table of Contents Dividends When declared, Invesco pays dividends on a quarterly basis in arrears.
Financing cash inflows included net borrowings under the Revolving Credit Agreement of $437.7 million during the year ended December 31, 2025 (year ended December 31, 2024: zero). Financing cash outflows during the year ended December 31, 2024 also included a $600.0 million redemption of senior notes. Dividends When declared, Invesco pays dividends on a quarterly basis in arrears.
Income Tax Expense The income tax provision was an expense of $252.9 million for the year ended December 31, 2024, compared to a benefit of $(69.7) million for the year ended December 31, 2023, resulting in effective tax rates of 25.2% and 29.3% for the years ended December 31, 2024 and 2023, respectively.
Income Tax Expense The income tax provision was a benefit of $(204.6) million for the year ended December 31, 2025, compared to an expense of $252.9 million for the year ended December 31, 2024, resulting in effective tax rates of 53.9% and 25.2% for the years ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, the company repurchased 2.9 million common shares for $49.6 million in the open market. As of December 31, 2024, approximately $332.6 million remained authorized under the company’s common share repurchase authorization approved by the Board on July 22, 2016.
During the year ended December 31, 2025, the company repurchased 5.4 million common shares for $100.4 million in the open market. As of December 31, 2025, approximately $232.2 million remained authorized under the company’s common share repurchase authorization approved by the Board on July 22, 2016.
On January 27, 2025, the company declared a fourth quarter 2024 cash dividend of $0.205 per common share to the holders of common shares. The dividend is payable on March 4, 2025, to common shareholders of record at the close of business on February 14, 2025, with an ex-dividend date of February 14, 2025.
On January 26, 2026, the company declared a fourth quarter 2025 cash dividend of $0.21 per common share to the holders of common shares. The dividend is payable on March 3, 2026, to common shareholders of record at the close of business on February 13, 2026, with an ex-dividend date of February 13, 2026.
GAAP basis $ 538.0 $ (333.7) $ 683.9 Adjustments (excluding tax): Transaction, integration and restructuring (4) — 41.6 21.2 Amortization and impairment of intangible assets (5) 44.8 1,298.8 63.8 Deferred compensation net market valuation changes (6) 17.6 (18.6) 73.6 One-time acceleration of compensation expense for currently outstanding Long-term awards (7) 147.6 — — General and administrative (8) 52.5 (20.0) (70.0) Total adjustments excluding tax $ 262.5 $ 1,301.8 $ 88.6 Tax adjustment for amortization of intangible assets and goodwill (11) 17.6 16.7 14.2 Tax adjustment for impairment of intangible assets — (296.1) — Other tax effects of adjustments above (36.4) 1.0 (13.5) Adjusted net income attributable to Invesco Ltd. $ 781.7 $ 689.7 $ 773.2 Average common shares outstanding - diluted 457.7 456.2 459.5 Diluted EPS $ 1.18 $ (0.73) $ 1.49 Adjusted diluted EPS (12) $ 1.71 $ 1.51 $ 1.68 ____________ (1) Revenue adjustments: The company calculates Net revenues by reducing Operating revenues to exclude fees that are passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds.
GAAP basis $ (726.3) $ 538.0 $ (333.7) Adjustments (excluding tax): Transaction, integration and restructuring (4) — — 41.6 Amortization and impairment of intangible assets (5) 1,832.4 44.8 1,298.8 Deferred compensation net market valuation changes (6) 8.5 17.6 (18.6) One-time acceleration of compensation expense for outstanding Long-Term Awards (7) — 147.6 — Severance (8) 16.9 — — Software impairment (9) 8.0 — — General and administrative (10) — 52.5 (20.0) Total adjustments excluding tax $ 1,865.8 $ 262.5 $ 1,301.8 Impact of deferred income tax rate change (13) (39.0) — — Tax adjustment for amortization of intangible assets and goodwill (14) 16.4 17.6 16.7 Tax adjustment for impairment of intangible assets (15) (427.0) — (296.1) Other tax effects of adjustments above (7.9) (36.4) 1.0 Cost of preferred stock repurchase (16) 240.0 — — Adjusted net income attributable to Invesco Ltd. $ 922.0 $ 781.7 $ 689.7 Average common shares outstanding - diluted 455.0 457.7 456.2 Diluted EPS $ (1.60) $ 1.18 $ (0.73) Adjusted diluted EPS (17) $ 2.03 $ 1.71 $ 1.51 ____________ (1) Revenue adjustments: The company calculates Net revenues by reducing Operating revenues to exclude fees that are passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds.
Management and Performance fees earned from CIP were $41.0 million in the year ended December 31, 2024, as compared to $51.2 million for the year ended December 31, 2023. 43 Table of Contents Operating Expenses The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows: Years ended December 31, 2024 vs 2023 2023 vs 2022 (in millions) 2024 2023 2022 $ Change % Change $ Change % Change Third-party distribution, service and advisory $ 2,025.6 $ 1,825.2 $ 1,886.2 $ 200.4 11.0 % $ (61.0) (3.2) % Employee compensation 2,014.2 1,885.8 1,725.1 128.4 6.8 % 160.7 9.3 % Marketing (1) 81.3 82.1 94.6 (0.8) (1.0) % (12.5) (13.2) % Property, office and technology (1) 474.3 450.1 446.7 24.2 5.4 % 3.4 0.8 % General and administrative (1) 594.7 567.6 493.6 27.1 4.8 % 74.0 15.0 % Transaction, integration and restructuring (2) — 41.6 21.2 (41.6) N/A 20.4 96.2 % Amortization and impairment of intangibles 44.8 1,298.8 63.8 (1,254.0) (96.6) % 1,235.0 1,935.7 % Total operating expenses $ 5,234.9 $ 6,151.2 $ 4,731.2 $ (916.3) (14.9) % $ 1,420.0 30.0 % The table below 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.
Investment management and Performance fees earned from CIP were $44.5 million in the year ended December 31, 2025, as compared to $41.0 million for the year ended December 31, 2024. 41 Table of Contents Operating Expenses The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows: Years ended December 31, 2025 vs 2024 2024 vs 2023 (in millions) 2025 2024 2023 $ Change % Change $ Change % Change Third-party distribution, service and advisory $ 2,127.1 $ 2,025.6 $ 1,825.2 $ 101.5 5.0 % $ 200.4 11.0 % Employee compensation 2,002.8 2,014.2 1,885.8 (11.4) (0.6) % 128.4 6.8 % Marketing 84.0 81.3 82.1 2.7 3.3 % (0.8) (1.0) % Property, office and technology 450.0 474.3 450.1 (24.3) (5.1) % 24.2 5.4 % General and administrative 576.5 594.7 567.6 (18.2) (3.1) % 27.1 4.8 % Transaction, integration and restructuring (1) — — 41.6 — N/A (41.6) N/A Amortization and impairment of intangibles 1,832.4 44.8 1,298.8 1,787.6 3,990.2 % (1,254.0) (96.6) % Total operating expenses $ 7,072.8 $ 5,234.9 $ 6,151.2 $ 1,837.9 35.1 % $ (916.3) (14.9) % The table below 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.
Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. (2) Amounts include Accounts receivable, Property, equipment and software, and Other assets. (3) Amounts include Cash and cash equivalents of CIP. (4) Amounts include Accrued compensation and benefits, Accounts payable and accrued expenses, and Deferred tax liabilities.
Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. (2) Amounts include Accounts receivable, Property, equipment and software, and Other assets. (3) Amounts also include Cash and cash equivalents, Accounts receivable, and Other assets of CIP.
The calculation of 2024 Adjusted debt is defined in our amended revolving credit agreement and equals debt of $890.6 million plus $3.2 million in letters of credit less $500.0 million of excess unrestricted cash (cash and cash equivalents less the minimum regulatory capital requirement, not to exceed $500 million (2023: $500.0 million).
The calculation of 2025 Adjusted debt is defined in our Credit Agreements and equals debt of $1,825.1 million plus $3.6 million in letters of credit less $600.0 million of excess unrestricted cash (cash and cash equivalents less the minimum regulatory capital requirement, not to exceed $600 million (2024: $500.0 million).
GAAP Financial Measures Summary 2024 2023 2022 Operating revenues $ 6,067.0 $ 5,716.4 $ 6,048.9 Operating income/(loss) $ 832.1 $ (434.8) $ 1,317.7 Operating margin 13.7 % (7.6) % 21.8 % Net income/(loss) attributable to Invesco Ltd. $ 538.0 $ (333.7) $ 683.9 Diluted earnings per share (EPS) $ 1.18 $ (0.73) $ 1.49 Non-GAAP Financial Measures Summary (1) Net revenues $ 4,400.5 $ 4,310.7 $ 4,645.0 Adjusted operating income $ 1,370.7 $ 1,213.5 $ 1,614.8 Adjusted operating margin 31.1 % 28.2 % 34.8 % Adjusted net income attributable to Invesco Ltd. $ 781.7 $ 689.7 $ 773.2 Adjusted diluted earnings per share (EPS) $ 1.71 $ 1.51 $ 1.68 Assets Under Management Ending AUM (billions) $ 1,846.0 $ 1,585.3 $ 1,409.2 Average AUM (billions) $ 1,712.2 $ 1,500.6 $ 1,452.5 _________ (1) Net revenues, Adjusted Operating Income (and by calculation, adjusted operating margin), and Adjusted Net Income (and by calculation, adjusted diluted EPS) are non-GAAP financial measures, based on methodologies other than U.S.
GAAP Financial Measures Summary 2025 2024 2023 Operating revenues $ 6,377.1 $ 6,067.0 $ 5,716.4 Operating income/(loss) $ (695.7) $ 832.1 $ (434.8) Operating margin (10.9) % 13.7 % (7.6) % Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 $ (333.7) Diluted earnings per share (EPS) $ (1.60) $ 1.18 $ (0.73) Non-GAAP Financial Measures Summary (1) Net revenues $ 4,658.5 $ 4,400.5 $ 4,310.7 Adjusted operating income $ 1,557.8 $ 1,370.7 $ 1,213.5 Adjusted operating margin 33.4 % 31.1 % 28.2 % Adjusted net income attributable to Invesco Ltd. $ 922.0 $ 781.7 $ 689.7 Adjusted diluted earnings per share (EPS) $ 2.03 $ 1.71 $ 1.51 Assets Under Management Ending AUM (billions) $ 2,169.9 $ 1,846.0 $ 1,585.3 Average AUM (billions) $ 2,000.1 $ 1,712.2 $ 1,500.6 _________ (1) Net revenues, Adjusted operating income (and by calculation, Adjusted operating margin), and Adjusted net income (and by calculation, Adjusted diluted EPS) are non-GAAP financial measures, based on methodologies other than U.S.
(5) Amortization and impairment of intangible assets: The company removes amortization and non-cash impairment expense related to acquired assets in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition-related charges.
The company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS, as this will aid comparability of our results period to period and aid comparability with peer companies that may not have similar reorganization related charges.
This overview and the remainder of this management's discussion and analysis and supplements should be read in conjunction with the Consolidated Financial Statements of Invesco Ltd. and the notes thereto contained elsewhere in this Annual Report on Form 10-K.
This overview and the remainder of this management's discussion and analysis and supplements should be read in conjunction with the Consolidated Financial Statements of Invesco Ltd. and the notes thereto contained elsewhere in this Annual Report on Form 10-K. The company’s financial results are impacted by the fluctuations in exchange rates against the U.S.
Operating Income, Adjusted Operating Income, Operating Margin and Adjusted Operating Margin Operating income was $832.1 million in the year ended December 31, 2024, as compared to an operating loss of $434.8 million for the year ended December 31, 2023.
Operating Income, Adjusted Operating Income, Operating Margin and Adjusted Operating Margin Operating loss was $(695.7) million for the year ended December 31, 2025, as compared to an operating gain of $832.1 million for the year ended December 31, 2024.
Operating Revenues and Net Revenues The main categories of revenues, and the dollar and percentage change between the periods, are as follows: Years ended December 31, 2024 vs 2023 2023 vs 2022 (in millions) 2024 2023 2022 $ Change % Change $ Change % Change Investment management fees $ 4,342.3 $ 4,106.0 $ 4,358.4 $ 236.3 5.8 % $ (252.4) (5.8) % Service and distribution fees 1,479.7 1,374.6 1,405.5 105.1 7.6 % (30.9) (2.2) % Performance fees 46.4 46.7 68.2 (0.3) (0.6) % (21.5) (31.5) % Other 198.6 189.1 216.8 9.5 5.0 % (27.7) (12.8) % Total operating revenues $ 6,067.0 $ 5,716.4 $ 6,048.9 $ 350.6 6.1 % $ (332.5) (5.5) % Revenue Adjustments: Investment management fees $ (816.6) $ (766.4) $ (764.7) $ (50.2) 6.6 % $ (1.7) 0.2 % Service and distribution fees (1,048.8) (911.7) (961.1) (137.1) 15.0 % 49.4 (5.1) % Other (160.2) (147.1) (160.4) (13.1) 8.9 % 13.3 (8.3) % Total Revenue Adjustments (1) (2,025.6) (1,825.2) (1,886.2) (200.4) 11.0 % 61.0 (3.2) % Invesco Great Wall 318.1 368.3 432.7 (50.2) (13.6) % (64.4) (14.9) % CIP 41.0 51.2 49.6 (10.2) (19.9) % 1.6 3.2 % Net revenues (2) $ 4,400.5 $ 4,310.7 $ 4,645.0 $ 89.8 2.1 % $ (334.3) (7.2) % _________ (1) Total Revenue Adjustments remove pass through investment management fees, service and distribution fees, and other revenues and equal the same amount as the Third-party distribution, service and advisory expenses.
Operating Revenues and Net Revenues The main categories of revenues, and the dollar and percentage change between the periods, are as follows: Years ended December 31, 2025 vs 2024 2024 vs 2023 (in millions) 2025 2024 2023 $ Change % Change $ Change % Change Investment management fees $ 4,615.3 $ 4,342.3 $ 4,106.0 $ 273.0 6.3% $ 236.3 5.8 % Service and distribution fees 1,518.1 1,479.7 1,374.6 38.4 2.6 % 105.1 7.6 % Performance fees 41.5 46.4 46.7 (4.9) (10.6) % (0.3) (0.6) % Other 202.2 198.6 189.1 3.6 1.8 % 9.5 5.0 % Total operating revenues 6,377.1 6,067.0 5,716.4 310.1 5.1 % 350.6 6.1 % Revenue Adjustments: Investment management fees (909.3) (816.6) (766.4) (92.7) 11.4 % (50.2) 6.6 % Service and distribution fees (1,070.6) (1,048.8) (911.7) (21.8) 2.1 % (137.1) 15.0 % Other (147.2) (160.2) (147.1) 13.0 (8.1) % (13.1) 8.9 % Total Revenue Adjustments (1) (2,127.1) (2,025.6) (1,825.2) (101.5) 5.0 % (200.4) 11.0 % Invesco Great Wall 364.0 318.1 368.3 45.9 14.4 % (50.2) (13.6) % CIP 44.5 41.0 51.2 3.5 8.5 % (10.2) (19.9) % Net revenues (2) $ 4,658.5 $ 4,400.5 $ 4,310.7 $ 258.0 5.9 % $ 89.8 2.1 % _________ (1) Total Revenue Adjustments remove pass through investment management fees, service and distribution fees, and other revenues and equal the same amount as the Third-party distribution, service and advisory expenses.
Financial covenants under the revolving credit agreement include: (i) the quarterly maintenance of an Adjusted debt/Earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses (Covenant Adjusted EBITDA) leverage ratio, as defined in the revolving credit agreement, of not greater than 3.25:1.00, (ii) an interest coverage ratio (Covenant Adjusted EBITDA/interest expense for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00.
For the year ended December 31, 2025, the company's weighted average cost of debt was 4.81% (year ended December 31, 2024: 4.64%). 53 Table of Contents Financial covenants under the Revolving Credit Agreement and Term Loan Agreements (collectively, Credit Agreements) include: (i) the quarterly maintenance of an Adjusted debt/Earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses (Covenant Adjusted EBITDA) leverage ratio, as defined in the Credit Agreements, of not greater than 3.25:1.00, and (ii) an interest coverage ratio (Covenant Adjusted EBITDA, as defined in the Credit Agreements, divided by interest expense for the four consecutive fiscal quarters ended on or immediately prior to the date of determination) of not less than 4.00:1.00.
Operating expenses decreased $916.3 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023. The year ended December 31, 2023 included a $1,248.9 million non-cash impairment of our indefinite-lived intangible assets related to prior acquisitions of management contracts of U.S. retail mutual funds.
Operating expenses increased $1,837.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 and included a $1,794.9 million non-cash impairment of our indefinite-lived intangible assets related to prior acquisitions of management contracts of U.S. retail mutual funds. Excluding the intangible asset impairment, Operating expenses increased $43.0 million.
As of December 31, 2024, the balance on the $2.0 billion revolving credit agreement was zero. In the ordinary course of business, Invesco enters into contracts or purchase obligations with third parties whereby the third parties provide services to or on behalf of Invesco. Purchase obligations represent fixed-price contracts, which are either non-cancelable or cancellable with a penalty.
In the ordinary course of business, Invesco enters into contracts or purchase obligations with third parties whereby the third parties provide services to or on behalf of Invesco. Purchase obligations represent fixed-price contracts, which are either non-cancelable or cancellable with a penalty.
GAAP Impact of CIP Excluding CIP Cash and cash equivalents beginning of the period $ 1,931.6 $ (462.4) $ 1,469.2 $ 1,434.1 $ (199.4) $ 1,234.7 $ 2,147.1 $ (250.7) $ 1,896.4 Cash flows from operating activities 1,190.0 (114.8) 1,075.2 1,300.8 (136.6) 1,164.2 703.2 414.1 1,117.3 Cash flows from investing activities 68.4 (308.4) (240.0) (244.3) 72.8 (171.5) (375.6) 81.5 (294.1) Cash flows from financing activities (1,661.6) 374.0 (1,287.6) (585.4) (196.8) (782.2) (966.9) (449.4) (1,416.3) Increase/(decrease) in cash and cash equivalents (403.2) (49.2) (452.4) 471.1 (260.6) 210.5 (639.3) 46.2 (593.1) Foreign exchange movement on cash and cash equivalents (32.4) 2.1 (30.3) 26.4 (2.4) 24.0 (73.7) 5.1 (68.6) Cash and cash equivalents, end of the period $ 1,496.0 $ (509.5) $ 986.5 $ 1,931.6 $ (462.4) $ 1,469.2 $ 1,434.1 $ (199.4) $ 1,234.7 Cash and cash equivalents $ 986.5 $ — $ 986.5 $ 1,469.2 $ — $ 1,469.2 $ 1,234.7 $ — $ 1,234.7 Cash and cash equivalents of CIP 509.5 (509.5) — 462.4 (462.4) — 199.4 (199.4) — Total cash and cash equivalents per consolidated statement of cash flows $ 1,496.0 $ (509.5) $ 986.5 $ 1,931.6 $ (462.4) $ 1,469.2 $ 1,434.1 $ (199.4) $ 1,234.7 ____________ (1) These tables include non-GAAP presentations.
GAAP Impact of CIP Excluding CIP Cash and cash equivalents, beginning of the period $ 1,496.0 $ (509.5) $ 986.5 $ 1,931.6 $ (462.4) $ 1,469.2 $ 1,434.1 $ (199.4) $ 1,234.7 Cash flows from operating activities 1,525.3 (165.0) 1,360.3 1,190.0 (114.8) 1,075.2 1,300.8 (136.6) 1,164.2 Cash flows from investing activities (974.4) 1,134.7 160.3 68.4 (308.4) (240.0) (244.3) 72.8 (171.5) Cash flows from financing activities (149.5) (1,365.6) (1,515.1) (1,661.6) 374.0 (1,287.6) (585.4) (196.8) (782.2) Increase/(decrease) in cash and cash equivalents 401.4 (395.9) 5.5 (403.2) (49.2) (452.4) 471.1 (260.6) 210.5 Foreign exchange movement on cash and cash equivalents 82.4 (36.9) 45.5 (32.4) 2.1 (30.3) 26.4 (2.4) 24.0 Cash and cash equivalents, end of the period $ 1,979.8 $ (942.3) $ 1,037.5 $ 1,496.0 $ (509.5) $ 986.5 $ 1,931.6 $ (462.4) $ 1,469.2 Cash and cash equivalents $ 1,037.5 $ — $ 1,037.5 $ 986.5 $ — $ 986.5 $ 1,469.2 $ — $ 1,469.2 Cash and cash equivalents of CIP 942.3 (942.3) — 509.5 (509.5) — 462.4 (462.4) — Total cash and cash equivalents per consolidated statement of cash flows $ 1,979.8 $ (942.3) $ 1,037.5 $ 1,496.0 $ (509.5) $ 986.5 $ 1,931.6 $ (462.4) $ 1,469.2 ____________ (1) These tables include non-GAAP presentations.
Other Income and Expenses The main categories of other income and expenses, and the dollar and percentage changes between periods are as follows: Years ended December 31, 2024 vs 2023 2023 vs 2022 (in millions) 2024 2023 2022 $ Change % Change $ Change % Change Equity in earnings of unconsolidated affiliates $ 43.0 $ 71.3 $ 106.1 $ (28.3) (39.7) % $ (34.8) (32.8) % Interest and dividend income 58.9 47.8 24.4 11.1 23.2 % 23.4 95.9 % Interest expense (58.0) (70.5) (85.2) 12.5 (17.7) % 14.7 (17.3) % Other gains and losses, net 47.7 98.0 (139.5) (50.3) (51.3) % 237.5 N/A Other income/(expense) of CIP, net 81.6 50.3 24.2 31.3 62.2 % 26.1 107.9 % Total other income and expenses $ 173.2 $ 196.9 $ (70.0) $ (23.7) (12.0) % $ 266.9 N/A Equity in earnings of unconsolidated affiliates Equity in earnings of unconsolidated affiliates decreased to $43.0 million for the year ended December 31, 2024 as compared to $71.3 million for the year ended December 31, 2023.
Other Income and Expenses The main categories of other income and expenses, and the dollar and percentage changes between periods are as follows: Years ended December 31, 2025 vs 2024 2024 vs 2023 (in millions) 2025 2024 2023 $ Change % Change $ Change % Change Equity in earnings of unconsolidated affiliates $ 104.8 $ 43.0 $ 71.3 $ 61.8 143.7 % $ (28.3) (39.7) % Interest and dividend income 53.9 58.9 47.8 (5.0) (8.5) % 11.1 23.2 % Interest expense (82.5) (58.0) (70.5) (24.5) 42.2 % 12.5 (17.7) % Other gains and losses, net 55.9 47.7 98.0 8.2 17.2 % (50.3) (51.3) % Other income/(expense) of CIP, net 184.2 81.6 50.3 102.6 125.7 % 31.3 62.2 % Total other income and expenses $ 316.3 $ 173.2 $ 196.9 $ 143.1 82.6 % $ (23.7) (12.0) % Equity in earnings of unconsolidated affiliates Equity in earnings of unconsolidated affiliates increased to $104.8 million for the year ended December 31, 2025 as compared to $43.0 million for the year ended December 31, 2024.
Net revenues from IGW were $318.1 million and average AUM was $88.6 billion for the year ended December 31, 2024 (Net revenues were $368.3 million and average AUM was $87.2 billion, for the year ended December 31, 2023).
Net revenues from IGW were $364.0 million and average AUM was $109.0 billion for the year ended December 31, 2025 (Net revenues were $318.1 million and average AUM was $88.6 billion, for the year ended December 31, 2024).
Based on our annual impairment analysis as of October 1, 2024, we determined that the estimated fair value of the indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds exceeded its carrying value of $4,572.1 million by $267.4 million or 6%.
We assessed the reasonableness of the estimated fair value of the intangible assets by considering applicable market data. Based on our annual impairment analysis as of October 1, 2025, we determined that the carrying value of the indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds of $4,571.7 million exceeded the estimated fair value.
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.
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.
The decrease was primarily driven by a decrease in income of $13.5 million from our joint venture investment in IGW and $9.6 million from our private markets real estate investments. Interest and dividend income Interest and dividend income was $58.9 million for the year ended December 31, 2024 as compared to $47.8 million for the year ended December 31, 2023.
The increase was primarily driven by an increase in income of $28.9 million from our private markets real estate investments and $27.7 million from our joint venture investment in IGW. Interest and dividend income Interest and dividend income was $53.9 million for the year ended December 31, 2025 as compared to $58.9 million for the year ended December 31, 2024.
An income approach includes assumptions for current market conditions, including the asset’s updated forecasts of AUM to take into consideration market gains or losses, net long-term flows and the corresponding changes in revenue and expenses.
Management used an income approach to value indefinite-lived intangible assets related to acquired management contracts of U.S. retail mutual funds. An income approach includes assumptions for current market conditions, including the asset’s updated forecasts of AUM to take into consideration market gains or losses, net long-term flows and the corresponding changes in revenue and expenses.
(1) 1 st Quartile 2 nd Quartile Above Benchmark 1yr 3yr 5yr 1yr 3yr 5yr 1yr 3yr 5yr Overall 48 % 49 % 47 % 23 % 20 % 23 % 64 % 62 % 68 % Fundamental Equities 33 % 37 % 35 % 38 % 27 % 20 % 46 % 44 % 46 % Fundamental Fixed Income 40 % 40 % 38 % 26 % 23 % 44 % 60 % 52 % 60 % Multi-Asset 40 % 34 % 30 % 23 % 12 % 28 % 61 % 61 % 72 % ____________ (1) Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, UITs, fund of funds with component funds managed by Invesco, stable value building block funds and collateralized debt obligations.
(1) 1 st Quartile 2 nd Quartile Above Benchmark 1yr 3yr 5yr 1yr 3yr 5yr 1yr 3yr 5yr Overall 38 % 44 % 48 % 27 % 26 % 19 % 61 % 63 % 70 % Fundamental Equities 19 % 31 % 40 % 34 % 28 % 10 % 39 % 35 % 52 % Fundamental Fixed Income 15 % 22 % 23 % 38 % 44 % 42 % 45 % 59 % 64 % Multi-Asset 44 % 55 % 46 % 19 % 6 % 6 % 76 % 77 % 71 % ____________ (1) Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, UITs, fund of funds with component funds managed by Invesco, stable value building block funds and collateralized debt obligations.
As of December 31, 2024, our maximum exposure to credit risk related to our Cash and cash equivalent balances is $986.5 million, of which $479.3 million is invested in affiliated money market funds.
As of December 31, 2025, our maximum exposure to credit risk related to our Cash and cash equivalent balance is $1,037.5 million, of which $477.9 million is invested in affiliated money market funds.
The following table reconciles the investment balance to the total seed capital and co-investment balance. 51 Table of Contents (in millions) December 31, 2024 December 31, 2023 Investments $ 1,240.0 $ 919.1 Net investment in CIP 401.4 527.4 Less: Investments related to deferred compensation plans, joint ventures, and other investments (515.8) (490.5) Total seed capital and co-investments (1) $ 1,125.6 $ 956.0 ____________ (1) Included in the total seed and co-investment balance as of December 31, 2024 is $414.0 million of seed capital and $711.6 million of co-investments (December 31, 2023: $314.1 million of seed capital and $641.9 million of co-investments).
(in millions) December 31, 2025 December 31, 2024 Investments $ 1,381.1 $ 1,240.0 Net investment in CIP 397.1 401.4 Less: Investments related to deferred compensation plans, joint ventures, and other investments (611.9) (515.8) Total seed capital and co-investments (1) $ 1,166.3 $ 1,125.6 ____________ (1) Included in the total seed and co-investment balance as of December 31, 2025 is $477.8 million of seed capital and $688.5 million of co-investments (December 31, 2024: $414.0 million of seed capital and $711.6 million of co-investments).
At December 31, 2024, our leverage ratio was 0.25:1.00 (December 31, 2023: 0.69:1.00), and our interest coverage ratio was 26.84:1.00 (December 31, 2023: 20.40:1.00). 55 Table of Contents The December 31, 2024 and 2023 coverage ratio calculations are as follows: (in millions) December 31, 2024 December 31, 2023 Net income/(loss) attributable to Invesco Ltd. $ 538.0 $ (333.7) Dividends on preferred shares 236.8 236.8 Interest expense 58.0 70.5 Tax expense/(benefit) 252.9 (69.7) Amortization/depreciation/impairment (1) 184.1 1,431.7 Common share-based compensation expense 71.1 114.6 One-time acceleration of compensation expense for currently outstanding Long-term awards (2) 147.6 — Regulatory matters (2) 52.5 — Unrealized (gains)/losses from investments, net (3) 16.0 (11.9) Covenant Adjusted EBITDA (4) $ 1,557.0 $ 1,438.3 Adjusted debt (4) $ 393.8 $ 992.4 Leverage ratio (Adjusted debt/Covenant Adjusted EBITDA - maximum 3.25:1.00) 0.25 0.69 Interest coverage (Covenant Adjusted EBITDA/Interest expense - minimum 4.00:1.00) 26.84 20.40 ____________ (1) Includes amortization of cloud technology implementation costs.
The December 31, 2025 and 2024 coverage ratio calculations are as follows: (in millions) December 31, 2025 December 31, 2024 Net income/(loss) attributable to Invesco Ltd. $ (726.3) $ 538.0 Dividends on preferred shares 204.6 236.8 Interest expense 82.5 58.0 Tax expense/(benefit) (204.6) 252.9 Amortization/depreciation/impairment (1) 1,982.0 184.1 Common share-based compensation expense 78.0 71.1 One-time acceleration of compensation expense for outstanding Long-Term Awards (2) — 147.6 Severance (2) 16.9 — Regulatory matters (2) — 52.5 Cost of preferred stock repurchase (2) 240.0 — Unrealized (gains)/losses from investments, net (3) 5.0 16.0 Covenant Adjusted EBITDA (4) $ 1,678.1 $ 1,557.0 Adjusted debt (4) $ 1,228.7 $ 393.8 Leverage ratio (Adjusted debt/Covenant Adjusted EBITDA - maximum 3.25:1.00) 0.73 0.25 Interest coverage (Covenant Adjusted EBITDA/Interest expense - minimum 4.00:1.00) 20.34 26.84 ____________ (1) Includes the 2025 $1,794.9 million non-cash impairment of our indefinite-lived intangible assets and the impairment of software implementation costs.
Other Items Certain of our subsidiaries are required to maintain minimum levels of regulatory capital, liquidity, and working 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.
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.
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.
Net revenue yield includes net revenues from Invesco QQQ Trust beginning on December 20, 2025. 34 Table of Contents 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs such, the impact on operating margin or net income of a decline in the market values of AUM may be greater than the percentage decline in the market value of AUM. 59 Table of Contents Securities Market Risk The company's exposure to market risk from financial instruments measured at fair value arises primarily from its investments.
Biggest changeSecurities Market Risk The company's exposure to market risk from financial instruments measured at fair value arises primarily from its investments.
Dollar floating and fixed rate obligations. The sensitivity of our financial assets to interest rate risk is immaterial. 60 Table of Contents Foreign Exchange Rate Risk The company has transactional currency exposures that occur when any of the company’s subsidiaries receive or pay cash in a currency different from its functional currency.
Dollar floating and fixed rate obligations. The sensitivity of our financial assets to interest rate risk is immaterial. Foreign Exchange Rate Risk The company has transactional currency exposures that occur when any of the company’s subsidiaries receive or pay cash in a currency different from its functional currency.
If a 10% increase or decrease in the fair values of Invesco’s net investments in CIP were to occur, it would result in a corresponding increase or decrease in our Net income attributable to Invesco Ltd. Cash balances invested in money market funds of $479.3 million have been excluded from the table above.
If a 10% increase or decrease in the fair values of Invesco’s net investments in CIP were to occur, it would result in a corresponding increase or decrease in our Net income attributable to Invesco Ltd. 58 Table of Contents Cash balances invested in money market funds of $477.9 million have been excluded from the table above.
The interest rate profile of the financial liabilities of the company on December 31 was: (in millions) December 31, 2024 December 31, 2023 Debt Fixed rate $ 890.6 $ 1,489.5 Floating rate — — Total $ 890.6 $ 1,489.5 Weighted average interest rate percentage 4.6 % 4.3 % Weighted average period for which rate is fixed in years 8.9 6.0 See Item 8, Financial Statements and Supplementary Data, Note 8, “Debt,” for additional disclosures relating to the U.S.
The interest rate profile of the financial liabilities of the company on December 31 was: (in millions) December 31, 2025 December 31, 2024 Debt Fixed rate $ 891.5 $ 890.6 Floating rate 933.6 — Total $ 1,825.1 $ 890.6 Weighted average interest rate percentage 4.8 % 4.6 % Weighted average period for which rate is fixed in years 7.9 8.9 See Item 8, Financial Statements and Supplementary Data, Note 8, “Debt,” for additional disclosures relating to the U.S.
At December 31, 2024, $219.6 million of these equity investments are held to hedge economically certain deferred compensation plans in which the company's employees participate. In addition to holding equity investments, the company has a total return swap (TRS) to economically hedge certain deferred compensation plan liabilities. The notional value of the TRS at December 31, 2024 was $421.2 million.
At December 31, 2025, $128.2 million of these equity investments are held to hedge economically certain deferred compensation plans in which the company's employees participate. In addition to holding equity investments, the company has a total return swap (TRS) to economically hedge certain deferred compensation plan liabilities. The notional value of the TRS at December 31, 2025 was $553.0 million.
The company is exposed to interest rate risk primarily through its external debt and cash and cash equivalent investments. On December 31, 2024, the interest rates on 100.0% of the company's borrowings were fixed for a weighted average period of 8.9 years, and the company had a balance of zero on its revolving credit agreement.
The company is exposed to interest rate risk primarily through its Debt and Cash and cash equivalent investments. On December 31, 2025, the interest rates on 48.8% of the company's borrowings were fixed for a weighted average period of 7.9 years, and the company had a balance of $437.7 million on its Revolving Credit Agreement .
The impact of the revaluation is recorded in the Consolidated Statements of Income. Net foreign exchange revaluation gains and losses were zero in 2024 (2023: $0.9 million of losses) and are included in General and administrative expenses and Other gains and losses, net on the Consolidated Statements of Income. 61 Table of Contents
The impact of the revaluation is recorded in the Consolidated Statements of Income. Net foreign exchange revaluation losses were $8.3 million in 2025 (2024: zero revaluation gains and losses) and are included in General and administrative expenses and Other gains and losses, net on the Consolidated Statements of Income. 59 Table of Contents
The following table summarizes the impact of a 10% increase or decrease in the fair values of these financial instruments: December 31, 2024 (in millions) Fair Value Fair Value assuming 10% increase Fair Value assuming 10% decrease Equity investments (1) $ 371.2 $ 408.3 $ 334.1 Total assets measured at fair value exposed to market risk $ 371.2 $ 408.3 $ 334.1 Net investments in CIP (2) $ 401.4 $ 441.5 $ 361.3 ____________ (1) If such a 10% increase or decrease in fair values were to occur, the change attributable to $371.2 million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.
The following table summarizes the impact of a 10% increase or decrease in the fair values of these financial instruments: December 31, 2025 (in millions) Fair Value Fair Value assuming 10% increase Fair Value assuming 10% decrease Equity investments (1) $ 414.4 $ 455.8 $ 373.0 Total assets measured at fair value exposed to market risk $ 414.4 $ 455.8 $ 373.0 Net investments in CIP (2) $ 397.1 $ 436.8 $ 357.4 ____________ (1) If such a 10% increase or decrease in fair values were to occur, the change attributable to $414.4 million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.
Certain expenses, including distribution and compensation expenses, may not vary in proportion with the changes in the market value of AUM.
Certain expenses, including distribution and compensation expenses, may not vary in proportion with the changes in the market value of AUM. As such, the impact on operating margin or net income of a decline in the market values of AUM may be greater than the percentage decline in the market value of AUM.

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