Forward-Looking Statements



The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Condensed
Consolidated Financial Statements and related Notes thereto, which appear
elsewhere in this Report. Except for the historical financial information, this
Report may include statements that constitute "forward-looking statements" under
the United States securities laws. Forward-looking statements include
information concerning future results of our operations, expenses, earnings,
liquidity, cash flow and capital expenditures, industry or market conditions,
assets under management (AUM), geopolitical events and the COVID-19 pandemic and
their respective potential impact on the company, acquisitions and divestitures,
debt and our ability to obtain additional financing or make payments, regulatory
developments, demand for and pricing of our products, the prospects for certain
legal contingencies, and other aspects of our business or general economic
conditions. In addition, words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "projects," "forecasts," and future or
conditional verbs such as "will," "may," "could," "should," and "would" as well
as any other statement that necessarily depends on future events, are intended
to identify forward-looking statements. None of this information should be
considered in isolation from, or as a substitute for, historical financial
statements.

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

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

References

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

Executive Overview



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

The company is an independent investment management firm dedicated to delivering
an investment experience that helps people get more out of life. Our
comprehensive range of active, passive and alternative investment capabilities
has been constructed over many years to help clients achieve their investment
objectives. We draw on this comprehensive range of capabilities to provide
customized solutions designed to deliver key outcomes aligned to client needs.
Invesco benefits from our long-term efforts to ensure a diversified base of AUM.
One of Invesco's core strengths, and a key differentiator for the company within
the industry, is our broad diversification across client domiciles, asset
classes and distribution channels. Our geographic diversification recognizes
growth opportunities in different parts of the world. This broad diversification
mitigates the impact on Invesco of different market cycles and enables the
company to take advantage of growth opportunities in various markets and
channels.
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Most major financial markets gained ground during the early part of 2023,
partially offsetting significant declines experienced last year. However, a
heightened level of volatility persists and financial markets reacted with
caution in March in response to several regional bank failures. Investors once
again sought safety in risk-off assets, and net flows across our industry were
pressured further. The table below summarizes returns based on price
appreciation/(depreciation) of several major market indices for the three months
ended March 31, 2023 and 2022:

                                        Index expressed in                 Three months ended March 31,
Equity Index                                 currency                   2023                         2022
S&P 500                              U.S. Dollar                               7.0  %                       (5.0) %
FTSE 100                             British Pound                             2.4  %                        1.8  %
FTSE 100                             U.S. Dollar                               4.5  %                       (1.2) %
S&P/TSX 60 Index                     Canadian Dollar                           3.2  %                        2.8  %
S&P/TSX 60 Index                     U.S. Dollar                               3.3  %                        4.2  %
MSCI Emerging Markets                U.S. Dollar                               3.5  %                       (7.3) %
Bond Index
Barclays U.S. Aggregate Bond         U.S. Dollar                               3.0  %                       (5.9) %


Despite the volatile markets in early 2023, our diversified product lineup maintained net long-term inflows in certain key capabilities, notably Fixed Income, the Institutional Channel and exchange-traded funds (ETFs).



We remain highly focused on our capital priorities, investing in our key
capabilities, and efficiently allocating our resources. Consistent with our
commitment to improve our leverage profile, we continue to manage our debt to
lower levels. We ended the quarter with no balance on our credit facility and
continued to maintain debt below $1.5 billion, the lowest level in over a
decade. To increase balance sheet flexibility, we amended and restated the
$1.5 billion floating rate credit facility, increasing facility capacity to
$2.0 billion and extending the expiration date from April 26, 2026 to April 26,
2028. As a result of our continued progress to build financial flexibility, and
in accordance with our commitment to return capital to shareholders, the Board
approved a 7% increase in our quarterly dividend to $0.20 per share beginning
with the dividend that will be paid to holders of common shares in the second
quarter of 2023.

As previously disclosed, on February 8, 2023 we announced that Martin L.
Flanagan will retire as President and Chief Executive Officer (CEO) of the
company and as a member of the Board of Directors effective June 30, 2023.
Andrew R. Schlossberg will succeed Mr. Flanagan as President and CEO and as a
member of the Board of Directors effective June 30, 2023. Mr. Schlossberg is
currently Senior Managing Director and Head of Americas and has served in
multiple leadership roles across the company's businesses and locations since
joining the company in 2001. Commencing June 30, 2023, Mr. Flanagan will serve
as Chairman Emeritus for the company and, in this new role, will provide advice,
guidance and support to the company through December 31, 2024.


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



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

The majority of the company's CIP balances are CLO-related. The collateral
assets of the CLOs are held solely to satisfy the obligations of the CLOs. The
company has no right to the benefits from, nor does it bear the risks associated
with, the collateral assets held by the CLOs, beyond the company's direct
investments in, and management and performance fees generated from, the CLOs. If
the company were to liquidate, the collateral assets would not be available to
the general creditors of the company, and as a result, the company does not
consider them to be company assets. Likewise, the investors in the CLOs have no
recourse to the general credit of the company for the notes issued by the CLOs.
The company therefore does not consider this debt to be a company liability.

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Due to the significant impact that CIP has on the presentation of the company's
Consolidated Financial Statements, the company has elected to deconsolidate
these products in its non-GAAP disclosures (among other adjustments). See
"Schedule of Non-GAAP Information" for additional information regarding these
adjustments. The following discussion therefore combines the results presented
under U.S. GAAP with the company's non-GAAP presentation.

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains four distinct sections, which follow the AUM discussion:

•Results of Operations (three months ended March 31, 2023 compared to three months ended March 31, 2022);

•Schedule of Non-GAAP Information;

•Balance Sheet Discussion; and

•Liquidity and Capital Resources.


                                       17
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Summary Operating Information

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


Summary operating information is presented in the table below:

$ in millions, other than per common share amounts, operating margins and AUM

                                                           Three months ended March 31,
U.S. GAAP Financial Measures Summary                                     2023                      2022
Operating revenues                                                         1,418.2                   1,629.4
Operating income                                                             209.5                     377.7
Operating margin                                                              14.8  %                   23.2  %
Net income attributable to Invesco Ltd.                                      145.0                     197.7
Diluted EPS                                                                   0.32                      0.43

Non-GAAP Financial Measures Summary(1)
Net revenues                                                               1,075.9                   1,252.4
Adjusted operating income                                                    326.9                     494.6
Adjusted operating margin                                                     30.4  %                   39.5  %
Adjusted net income attributable to Invesco Ltd.                             173.4                     259.3
Adjusted diluted EPS                                                          0.38                      0.56

Assets Under Management
Ending AUM (billions)                                                      1,483.0                   1,555.9
Average AUM (billions)                                                     1,463.0                   1,545.1


_________

(1)Net revenues, Adjusted operating income (and by calculation, adjusted
operating margin), and Adjusted net income attributable to Invesco Ltd. (and by
calculation, adjusted diluted EPS) are non-GAAP financial measures, based on
methodologies other than U.S. GAAP. See "Schedule of Non-GAAP Information" for a
reconciliation of the most directly comparable U.S. GAAP measures to the
non-GAAP measures.

                                       18
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Investment Capabilities Performance Overview

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

                                                    Benchmark Comparison                                 Peer Group Comparison
                                              % of AUM In Top Half of Benchmark                    % of AUM in Top Half of Peer Group
                                         1yr           3yr          5yr          10yr          1yr           3yr          5yr         10yr
Equities (2)
U.S. Core (4%)                               52  %        41  %        31  %        16  %          27  %        27  %       15  %         -  %
U.S. Growth (5%)                              -  %        27  %        45  %        45  %           -  %         -  %       30  %        30  %
U.S. Value (6%)                              79  %        61  %        78  %        54  %          80  %        61  %       48  %        48  %
Sector (1%)                                   8  %         8  %        25  %        55  %           8  %        26  %       33  %        56  %
U.K. (1%)                                    55  %        39  %        33  %        46  %          85  %        32  %       45  %        40  %
Canadian (<1%)                               87  %       100  %        66  %        45  %          63  %       100  %       42  %         -  %
Asian (4%)                                   63  %        79  %        85 

% 91 % 60 % 39 % 48 % 81 % Continental European (2%)

                    80  %        75  %        11  

% 92 % 84 % 79 % 24 % 75 % Global (5%)

                                  35  %        26  %        10  %        84  %          65  %        23  %        4  %        16  %
Global Ex U.S. and Emerging Markets
(8%)                                         90  %        34  %        97  %        99  %          99  %        16  %       15  %        66  %
Fixed Income (2)
Money Market (29%)                           92  %        95  %        98  %       100  %          86  %        86  %       86  %        99  %
U.S. Fixed Income (10%)                      32  %        94  %        77  %        97  %          45  %        84  %       64  %        92  %
Global Fixed Income (6%)                     50  %        91  %        90  %        97  %          66  %        70  %       68  %        92  %
Stable Value (5%)                             -  %       100  %       100  %       100  %          97  %        97  %       97  %       100  %
Other (2)
Alternatives (5%)                            54  %        39  %        69  %        75  %          42  %        49  %       39  %        48  %
Balanced (7%)                                89  %        68  %        64  %        62  %          89  %        84  %       83  %        94  %


_________

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

Data as of March 31, 2023. AUM measured in the one, three, five and ten year
quartile rankings represents 46%, 46%, 46% and 41% of total Invesco AUM,
respectively, and AUM measured versus benchmark on a one, three, five and ten
year basis represents 60%, 57%, 56% and 51% of total Invesco AUM. Peer group
rankings are sourced from a widely-used third party ranking agency in each
fund's market (e.g., Morningstar, IA, Lipper, eVestment, Mercer, Galaxy, SITCA,
Value Research) and asset-weighted in USD. Rankings are as of prior quarter-end
for most institutional products and prior month-end for Australian retail funds
due to their late release by third parties. Rankings are calculated against all
funds in each peer group. Rankings for the primary share class of the most
representative fund in each composite are applied to all products within each
composite. Performance assumes the reinvestment of dividends. Past performance
is not indicative of future results and may not reflect an investor's
experience.

(2)  Numbers in parenthesis reflect AUM for each investment product (see Note
above for exclusions) as a percentage of the total AUM for the five-year peer
group ($680.9 billion).


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Assets Under Management

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

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

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

Changes in AUM were as follows:

For the three months ended March 31,


                                                                      2023                                                            2022
$ in billions                                Total AUM               Active                Passive               Total AUM            Active            Passive
December 31                                 1,409.2                  976.2                 433.0                1,610.9             1,082.5             528.4
Long-term inflows                              79.4                   46.9                  32.5                  106.3                61.7              44.6
Long-term outflows                            (76.5)                 (49.4)                (27.1)                 (89.1)              (60.9)            (28.2)
Net long-term flows                             2.9                   (2.5)                  5.4                   17.2                 0.8              16.4
Net flows in non-management fee earning
AUM                                            (1.6)                     -                  (1.6)                  (1.0)                  -             

(1.0)


Net flows in money market funds                 7.7                    7.7                     -                   12.8                12.8                 -
Total net flows                                 9.0                    5.2                   3.8                   29.0                13.6              15.4
Reinvested distributions                        1.0                    1.0                     -                    0.8                 0.8                 -
Market gains and losses                        61.9                   20.9                  41.0                  (80.9)              (50.0)            (30.9)

Foreign currency translation                    1.9                    1.9                     -                   (3.9)               (4.2)              0.3
March 31                                    1,483.0                1,005.2                 477.8                1,555.9             1,042.7             513.2
Average AUM
Average long-term AUM                       1,083.2                  788.5                 294.7                1,187.7               895.6             292.1
Average AUM                                 1,463.0                1,002.0                 461.0                1,545.1             1,050.0             495.1
Average QQQ AUM                               156.1                        N/A             156.1                  189.0                     N/A         189.0



                                                                        

For the three months ended March 31,


                                                                       2023                               2022
Revenue yield (bps) (1)
U.S. GAAP Gross revenue yield                                                  41.3                               45.1
Net revenue yield ex performance fees ex QQQ (2)                               32.7                               36.6
Active net revenue yield ex performance fees                                   37.6                               41.9
Passive net revenue yield ex QQQ (2)                                           16.7                               18.4


___________

(1)  U.S. GAAP gross revenue yield is not considered a meaningful effective fee
rate measure. Gross revenue yield on AUM is equal to U.S. GAAP annualized total
operating revenues divided by average AUM, excluding Invesco Great Wall Fund
Management Company Limited (IGW) AUM. It is appropriate to exclude the average
AUM of IGW as the revenues resulting from these AUM are not presented in U.S.
GAAP operating revenues. The average AUM for IGW in the three months ended
March 31, 2023 was $91.0 billion (three months ended March 31, 2022: $99.3
billion). Additionally, the U.S. GAAP gross revenue yield is not a good measure
because the numerator of the U.S. GAAP gross revenue yield excludes the
management fees earned from CIP; however, the denominator of the measure
includes the AUM of these investment products. Net revenue yield metrics include
the net revenues and average AUM of IGW and CIP. See "Schedule of Non-GAAP
Information" for a reconciliation of operating revenues to net revenues.

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

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Flows



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

Market Returns

Market gains and losses include the net change in AUM resulting from changes in
market values of the underlying securities from period to period. The table in
the "Executive Overview" section of this Management's Discussion and Analysis of
Financial Condition and Results of Operations summarizes returns based on price
appreciation/(depreciation) of several major market indices for the three months
ended March 31, 2023 and 2022.

Foreign Exchange Rates



During the three months ended March 31, 2023, we experienced an increase in AUM
of $1.9 billion due to changes in foreign exchange rates. In the three months
ended March 31, 2022, AUM decreased by $3.9 billion due to foreign exchange rate
changes.


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Total AUM by Channel (1)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                                                  Total                Retail               Institutional
December 31, 2022                                             1,409.2                 872.3                  536.9
Long-term inflows                                                79.4                  54.8                   24.6
Long-term outflows                                              (76.5)                (58.5)                 (18.0)
Net long-term flows                                               2.9                  (3.7)                   6.6
Net flows in non-management fee earning AUM                      (1.6)                 (2.7)                   1.1
Net flows in money market funds                                   7.7                   1.2                    6.5
Total net flows                                                   9.0                  (5.2)                  14.2
Reinvested distributions                                          1.0                   0.9                    0.1

Market gains and losses                                          61.9                  55.7                    6.2

Foreign currency translation                                      1.9                   1.2                    0.7
March 31, 2023                                                1,483.0                 924.9                  558.1

December 31, 2021                                             1,610.9               1,106.5                  504.4
Long-term inflows                                               106.3                  81.1                   25.2
Long-term outflows                                              (89.1)                (70.7)                 (18.4)
Net long-term flows                                              17.2                  10.4                    6.8
Net flows in non-management fee earning AUM                      (1.0)                  0.4                   (1.4)
Net flows in money market funds                                  12.8                   2.1                   10.7
Total net flows                                                  29.0                  12.9                   16.1
Reinvested distributions                                          0.8                   0.7                    0.1

Market gains and losses                                         (80.9)                (74.3)                  (6.6)

Foreign currency translation                                     (3.9)                 (1.1)                  (2.8)
March 31, 2022                                                1,555.9               1,044.7                  511.2


________

See accompanying notes immediately following these AUM tables.












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Active AUM by Channel (1)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                          Total          Retail        Institutional
December 31, 2022                      976.2         482.1             494.1
Long-term inflows                       46.9          26.3              20.6
Long-term outflows                     (49.4)        (33.0)            (16.4)
Net long-term flows                     (2.5)         (6.7)              4.2

Net flows in money market funds          7.7           1.2               6.5
Total net flows                          5.2          (5.5)             10.7
Reinvested distributions                 1.0           0.9               0.1
Market gains and losses                 20.9          17.1               3.8

Foreign currency translation             1.9           1.0               0.9
March 31, 2023                       1,005.2         495.6             509.6

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

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

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

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


________

See accompanying notes immediately following these AUM tables.


























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Passive AUM by Channel (1)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                                     Total         Retail        Institutional
December 31, 2022                                433.0         390.2              42.8
Long-term inflows                                 32.5          28.5               4.0
Long-term outflows                               (27.1)        (25.5)             (1.6)
Net long-term flows                                5.4           3.0               2.4

Net flows in non-management fee earning AUM (1.6) (2.7)


       1.1

Total net flows                                    3.8           0.3               3.5

Market gains and losses                           41.0          38.6               2.4

Foreign currency translation                         -           0.2              (0.2)
March 31, 2023                                   477.8         429.3              48.5

December 31, 2021                                528.4         474.8              53.6
Long-term inflows                                 44.6          44.0               0.6
Long-term outflows                               (28.2)        (27.3)             (0.9)
Net long-term flows                               16.4          16.7              (0.3)

Net flows in non-management fee earning AUM (1.0) 0.4


      (1.4)

Total net flows                                   15.4          17.1              (1.7)

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

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


____________

See accompanying notes immediately following these AUM tables.



















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AUM by Asset Class (2)


As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                               Total                 Equity              Fixed Income              Balanced              Money Market              Alternatives
December 31, 2022                            1,409.2                637.0                     313.7                  67.1                     203.5                     187.9
Long-term inflows                               79.4                 39.4                      28.6                   3.3                         -                       8.1
Long-term outflows                             (76.5)               (34.6)                    (26.1)                 (4.7)                        -                     (11.1)
Net long-term flows                              2.9                  4.8                       2.5                  (1.4)                        -                      (3.0)
Net flows in non-management fee
earning AUM                                     (1.6)                (2.7)                      1.1                     -                         -                         -
Net flows in money market funds                  7.7                    -                         -                     -                       7.7                         -
Total net flows                                  9.0                  2.1                       3.6                  (1.4)                      7.7                      (3.0)
Reinvested distributions                         1.0                  0.2                       0.4                   0.2                         -                       0.2
Market gains and losses                         61.9                 55.6                       3.9                   1.7                       0.1                       0.6

Foreign currency translation                     1.9                  0.8                       0.2                   0.3                       0.2                       0.4
March 31, 2023                               1,483.0                695.7                     321.8                  67.9                     211.5                     186.1
Average AUM                                  1,463.0                674.0                     318.1                  68.8                     213.6                     188.5
% of total average AUM                         100.0  %              46.1  %                   21.7  %                4.7  %                   14.6  %                   12.9  %

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

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


________

See accompanying notes immediately following these AUM tables.


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Active AUM by Asset Class (2)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                             Total                 Equity              Fixed Income              Balanced              Money Market              Alternatives
December 31, 2022                            976.2                277.5                     273.0                  66.3                     203.5                     155.9
Long-term inflows                             46.9                 15.0                      23.2                   3.3                         -                       5.4
Long-term outflows                           (49.4)               (15.4)                    (23.5)                 (4.7)                        -                      (5.8)
Net long-term flows                           (2.5)                (0.4)                     (0.3)                 (1.4)                        -                      (0.4)

Net flows in money market funds                7.7                    -                         -                     -                       7.7                         -
Total net flows                                5.2                 (0.4)                     (0.3)                 (1.4)                      7.7                      (0.4)
Reinvested distributions                       1.0                  0.2                       0.4                   0.2                         -                       0.2
Market gains and losses                       20.9                 16.1                       3.5                   1.7                       0.1                      (0.5)

Foreign currency translation                   1.9                  0.9                       0.1                   0.3                       0.2                       0.4
March 31, 2023                             1,005.2                294.3                     276.7                  67.1                     211.5                     155.6
Average AUM                                1,002.0                289.5                     274.4                  67.9                     213.6                     156.6
% of total average AUM                       100.0  %              28.9  %                   27.4  %                6.8  %                   21.3  %                   15.6  %

December 31, 2021                          1,082.5                389.6                     293.1                  87.4                     148.8                     163.6
Long-term inflows                             61.7                 19.1                      24.5                   5.5                         -                      12.6
Long-term outflows                           (60.9)               (24.2)                    (22.0)                 (6.2)                        -                      (8.5)
Net long-term flows                            0.8                 (5.1)                      2.5                  (0.7)                        -                       4.1

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

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


________

See accompanying notes immediately following these AUM tables.













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Passive AUM by Asset Class (2)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                              Total                Equity           Fixed Income           Balanced           Money Market           Alternatives
December 31, 2022                            433.0                359.5                40.7                   0.8                   -                      32.0
Long-term inflows                             32.5                 24.4                 5.4                     -                   -                       2.7
Long-term outflows                           (27.1)               (19.2)               (2.6)                    -                   -                      (5.3)
Net long-term flows                            5.4                  5.2                 2.8                     -                   -                      (2.6)
Net flows in non-management fee
earning AUM                                   (1.6)                (2.7)                1.1                     -                   -                         -

Total net flows                                3.8                  2.5                 3.9                     -                   -                      (2.6)

Market gains and losses                       41.0                 39.5                 0.4                     -                   -                       1.1

Foreign currency translation                     -                 (0.1)                0.1                     -                   -                         -
March 31, 2023                               477.8                401.4                45.1                   0.8                   -                      30.5
Average AUM                                  461.0                384.5                43.7                   0.9                   -                      31.9
% of total average AUM                       100.0  %              83.4  %              9.5  %                0.2  %                -  %                    6.9  %

December 31, 2021                            528.4                452.0                41.7                   1.2                   -                      33.5
Long-term inflows                             44.6                 31.5                 4.9                     -                   -                       8.2
Long-term outflows                           (28.2)               (20.8)               (2.6)                 (0.1)                  -                      (4.7)
Net long-term flows                           16.4                 10.7                 2.3                  (0.1)                  -                       3.5
Net flows in non-management fee
earning AUM                                   (1.0)                 0.4                (1.4)                    -                   -                         -

Total net flows                               15.4                 11.1                 0.9                  (0.1)                  -                       3.5

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

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


________

See accompanying notes immediately following these AUM tables.


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Total AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                                      Total          Americas         APAC        EMEA
December 31, 2022                                1,409.2           999.4          223.5       186.3
Long-term inflows                                   79.4            42.1           19.1        18.2
Long-term outflows                                 (76.5)          (41.4)         (19.1)      (16.0)
Net long-term flows                                  2.9             0.7              -         2.2
Net flows in non-management fee earning AUM         (1.6)            0.5           (1.3)       (0.8)
Net flows in money market funds                      7.7             6.4            1.3           -
Total net flows                                      9.0             7.6              -         1.4
Reinvested distributions                             1.0             1.0              -           -
Market gains and losses                             61.9            47.6            5.3         9.0

Foreign currency translation                         1.9             0.1           (0.2)        2.0
March 31, 2023                                   1,483.0         1,055.7          228.6       198.7

December 31, 2021                                1,610.9         1,132.5          247.3       231.1
Long-term inflows                                  106.3            61.5           21.4        23.4
Long-term outflows                                 (89.1)          (53.6)         (15.8)      (19.7)
Net long-term flows                                 17.2             7.9            5.6         3.7
Net flows in non-management fee earning AUM         (1.0)           (2.2)          (0.1)        1.3
Net flows in money market funds                     12.8            12.4            1.2        (0.8)
Total net flows                                     29.0            18.1            6.7         4.2
Reinvested distributions                             0.8             0.8              -           -
Market gains and losses                            (80.9)          (60.0)         (12.4)       (8.5)

Foreign currency translation                        (3.9)            0.1           (1.8)       (2.2)
March 31, 2022                                   1,555.9         1,091.5          239.8       224.6


________

See accompanying notes immediately following these AUM tables.


















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Active AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                          Total         Americas        APAC        EMEA
December 31, 2022                      976.2         670.8          191.0       114.4
Long-term inflows                       46.9          21.7           16.8         8.4
Long-term outflows                     (49.4)        (27.2)         (15.8)       (6.4)
Net long-term flows                     (2.5)         (5.5)           1.0         2.0

Net flows in money market funds          7.7           6.4            1.3           -
Total net flows                          5.2           0.9            2.3         2.0
Reinvested distributions                 1.0           1.0              -           -
Market gains and losses                 20.9          15.9            1.7         3.3

Foreign currency translation             1.9           0.1            0.1         1.7
March 31, 2023                       1,005.2         688.7          195.1       121.4

December 31, 2021                    1,082.5         724.5          208.8       149.2
Long-term inflows                       61.7          34.5           19.8         7.4
Long-term outflows                     (60.9)        (35.5)         (14.7)      (10.7)
Net long-term flows                      0.8          (1.0)           5.1        (3.3)

Net flows in money market funds         12.8          12.4            1.2        (0.8)
Total net flows                         13.6          11.4            6.3        (4.1)
Reinvested distributions                 0.8           0.8              -           -
Market gains and losses                (50.0)        (33.6)         (10.5)       (5.9)

Foreign currency translation            (4.2)          0.1           (2.3)       (2.0)
March 31, 2022                       1,042.7         703.2          202.3       137.2


________

See accompanying notes immediately following these AUM tables.

























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Passive AUM by Client Domicile (3)

As of and for the Three Months Ended March 31, 2023 and 2022:



$ in billions                                     Total        Americas       APAC       EMEA
December 31, 2022                                433.0         328.6          32.5       71.9
Long-term inflows                                 32.5          20.4           2.3        9.8
Long-term outflows                               (27.1)        (14.2)         (3.3)      (9.6)
Net long-term flows                                5.4           6.2          (1.0)       0.2
Net flows in non-management fee earning AUM       (1.6)          0.5          (1.3)      (0.8)

Total net flows                                    3.8           6.7          (2.3)      (0.6)

Market gains and losses                           41.0          31.7           3.6        5.7

Foreign currency translation                         -             -          (0.3)       0.3
March 31, 2023                                   477.8         367.0          33.5       77.3

December 31, 2021                                528.4         408.0          38.5       81.9
Long-term inflows                                 44.6          27.0           1.6       16.0
Long-term outflows                               (28.2)        (18.1)         (1.1)      (9.0)
Net long-term flows                               16.4           8.9           0.5        7.0
Net flows in non-management fee earning AUM       (1.0)         (2.2)         (0.1)       1.3

Total net flows                                   15.4           6.7           0.4        8.3

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

Foreign currency translation                       0.3             -           0.5       (0.2)
March 31, 2022                                   513.2         388.3          37.5       87.4


____________

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

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

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




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Results of Operations for the three months ended March 31, 2023 compared to the
three months ended March 31, 2022

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

Operating Revenues and Net Revenues

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



                                                                                                                                  Variance
                                                                Three months ended March 31,                                    2023 vs 2022
$ in millions                                              2023                               2022                    $ Change                 % Change
Investment management fees                                1,027.9                              1,180.5                     (152.6)                  (12.9) %
Service and distribution fees                               334.2                                379.0                      (44.8)                  (11.8) %
Performance fees                                              5.6                                  1.0                        4.6                   460.0  %
Other                                                        50.5                                 68.9                      (18.4)                  (26.7) %
Total operating revenues                                  1,418.2                              1,629.4                     (211.2)                  (13.0) %

Revenue Adjustments:
Investment management fees                                 (189.8)                              (205.9)                      16.1                    (7.8) %
Service and distribution fees                              (225.3)                              (257.7)                      32.4                   (12.6) %
Other                                                       (40.0)                               (49.0)                       9.0                   (18.4) %
Total Revenue Adjustments (1)                              (455.1)                              (512.6)                      57.5                   (11.2) %
Invesco Great Wall                                          100.5                                124.1                      (23.6)                  (19.0) %
CIP                                                          12.3                                 11.5                        0.8                     7.0  %
Net revenues (2)                                          1,075.9                              1,252.4                     (176.5)                  (14.1) %


____________

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

(2) See "Schedule of Non-GAAP Information" for additional important disclosures regarding the use of net revenues.




The impact of foreign exchange rate movements decreased operating revenues by
$27.2 million during the three months ended March 31, 2023 when compared to the
three months ended March 31, 2022.

Our revenues are directly influenced by the level and composition of our AUM.
Therefore, movements in global capital market levels, net business inflows (or
outflows), changes in the mix of investment products between asset classes and
geographies may materially affect our revenues from period to period. See the
company's disclosures regarding the changes in AUM during the three months ended
March 31, 2023 and March 31, 2022 in the "Assets Under Management" section above
for additional information.

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

Average AUM was $1,463.0 billion in the three months ended March 31, 2023, as
compared to $1,545.1 billion in the three months ended March 31, 2022. In
addition to the impact of lower AUM, investors continued to shift AUM toward
lower yield passive products, such as ETFs, during three months ended March 31,
2023.

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Investment Management Fees

Investment management fees were $1,027.9 million for three months ended
March 31, 2023 as compared to $1,180.5 million for three months ended March 31,
2022. The impact of foreign exchange rate movements decreased investment
management fees by $24.0 million during the three months ended March 31, 2023 as
compared to the three months ended March 31, 2022. After allowing for foreign
exchange movements, investment management fees decreased by $128.6 million as a
result of a decline in average AUM and lower revenue yields when compared to the
three months ended March 31, 2022 period.

Service and Distribution Fees



In the three months ended March 31, 2023, service and distribution fees were
$334.2 million as compared to $379.0 million for the three months ended
March 31, 2022. The impact of foreign exchange rate movements decreased service
and distribution fees by $3.0 million during the three months ended March 31,
2023 as compared to the three months ended March 31, 2022. After allowing for
foreign exchange movements, service and distribution fees decreased by $41.8
million. The decrease is primarily driven by lower distribution fees of $24.8
million and transfer agency fees of $15.0 million, both of which are the result
of lower AUM during the period.

Performance Fees

In the three months ended March 31, 2023, performance fees were $5.6 million as compared to $1.0 million for the three months ended March 31, 2022.

Other Revenues



In the three months ended March 31, 2023, other revenues were $50.5 million as
compared to $68.9 million for the three months ended March 31, 2022. The
decrease in other revenues was primarily driven by lower real estate transaction
fees and front end fees of $15.8 million and $6.7 million, respectively,
partially offset by a $6.0 million increase in other revenues.

Invesco Great Wall



The company's most significant joint venture is our 49% investment in IGW.
Management reflects 100% of IGW's results in its net revenues and adjusted
operating expenses because it is important to evaluate the contribution that IGW
is making to the business. The company's non-GAAP operating results reflect the
economics of these holdings on a basis consistent with the underlying AUM and
flows. Adjusted net income is reduced by the amount of earnings attributable to
the 51% noncontrolling interests. See "Schedule of Non-GAAP Information" for
additional disclosures regarding the use of net revenues.

Net revenues from IGW were $100.5 million and average AUM was $91.0 billion for
the three months ended March 31, 2023 (net revenues were $124.1 million and
average AUM was $99.3 billion for the three months ended March 31, 2022). The
impact of foreign exchange rate movements during the three months ended
March 31, 2023 decreased net revenues by $7.8 million as compared to the three
months ended March 31, 2022. After allowing for foreign exchange movements, net
revenues from IGW were $108.3 million. The decrease in revenue is a result of
lower average AUM and a reduction in net revenue yield due to changes in the mix
of AUM.

Management, performance and other fees earned from CIP



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

Management and performance fees earned from CIP were $12.3 million for the three months ended March 31, 2023 (three months ended March 31, 2022: $11.5 million).


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Operating Expenses

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



                                                                                                                             Variance
                                                         Three months ended March 31,                                      2023 vs 2022
$ in millions                                       2023                               2022                      $ Change                   % Change
Third-party distribution, service and
advisory                                             455.1                                 512.6                        (57.5)                   (11.2) %
Employee compensation                                462.8                                 432.9                         29.9                      6.9  %
Marketing                                             25.0                                  21.7                          3.3                     15.2  %
Property, office and technology                      134.4                                 132.0                          2.4                      1.8  %
General and administrative                            75.7                                 102.2                        (26.5)                   (25.9) %
Transaction, integration and restructuring            41.6                                  35.2                          6.4                     18.2  %
Amortization of intangibles                           14.1                                  15.1                         (1.0)                    (6.6) %
Total operating expenses                           1,208.7                               1,251.7                        (43.0)                    (3.4) %


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.



                                                          % of Total                                                              % of Total
                             Three months ended           Operating            % of Operating        Three months ended           Operating            % of Operating
$ in millions                  March 31, 2023              Expenses               Revenues             March 31, 2022              Expenses               Revenues
Third-party distribution,
service and advisory                   455.1                    37.6  %                32.1  %                 512.6                    41.0  %                31.5  %
Employee compensation                      462.8                38.3  %                32.6  %                 432.9                    34.6  %                26.6  %
Marketing                                   25.0                 2.1  %                 1.8  %                  21.7                     1.7  %                 1.3  %
Property, office and
technology                                 134.4                11.1  %                 9.5  %                 132.0                    10.5  %                 8.1  %
General and administrative                  75.7                 6.3  %                 5.3  %                 102.2                     8.2  %                 6.3  %
Transaction, integration and
restructuring                               41.6                 3.4  %                 2.9  %                  35.2                     2.8  %                 2.2  %
Amortization of intangibles                 14.1                 1.2  %                 1.0  %                  15.1                     1.2  %                 0.8  %
Total operating expenses             1,208.7                   100.0  %                85.2  %               1,251.7                   100.0  %                76.8  %



During the three months ended March 31, 2023, operating expenses decreased by
$43.0 million as compared to the three months ended March 31, 2022. The impact
of foreign exchange rate movements decreased operating expenses by $25.4 million
during the three months ended March 31, 2023 as compared to the three months
ended March 31, 2022.

Third-Party Distribution, Service and Advisory



Third-party distribution, service and advisory expenses were $455.1 million for
the three months ended March 31, 2023 as compared to $512.6 million for the
three months ended March 31, 2022. The impact of foreign exchange rate movements
decreased third-party costs by $6.1 million during the three months ended
March 31, 2023 as compared to the three months ended March 31, 2022. After
allowing for foreign exchange rate changes, the decrease in costs was $51.4
million. The decrease is primarily due to a decrease of $23.6 million in
distribution and service fees resulting from lower average AUM as well as
decreases of $19.9 million in renewal commissions and $6.7 million in
transaction fees.

Employee Compensation



Employee compensation was $462.8 million for the three months ended March 31,
2023 as compared to $432.9 million for the three months ended March 31, 2022.
The impact of foreign exchange rate movements decreased employee compensation by
$12.9 million during the three months ended March 31, 2023 as compared to the
three months ended March 31, 2022. After allowing for foreign exchange rate
changes, there was an increase in employee compensation of $42.8 million. This
increase was primarily driven by increases of $33.7 million related to
mark-to-market gains on deferred compensation
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liabilities and costs associated with our previously announced executive
retirements and other organizational changes of $13.3 million. We expect to
recognize additional costs in the second quarter of approximately $20 million
primarily related to executive retirements.

Headcount at March 31, 2023 was 8,561 (March 31, 2022: 8,549).

Marketing



Marketing expenses were $25.0 million for the three months ended March 31, 2023
as compared to $21.7 million for the three months ended March 31, 2022. The
impact of foreign exchange rate movements decreased marketing expenses by $0.8
million during the three months ended March 31, 2023 as compared to the three
months ended March 31, 2022.

Property, Office and Technology



Property, office and technology costs were $134.4 million for the three months
ended March 31, 2023 as compared to $132.0 million for the three months ended
March 31, 2022. The impact of foreign exchange rate movements decreased
property, office and technology expenses by $3.8 million during the three months
ended March 31, 2023 as compared to the three months ended March 31, 2022. After
allowing for foreign exchange rate movements, the increase was $6.2 million. The
increase was driven by higher property and office costs of $5.1 million as a
result of overlapping rent associated with the move to our new Atlanta
headquarters.

General and Administrative



General and administrative expenses were $75.7 million for the three months
ended March 31, 2023 as compared to $102.2 million for the three months ended
March 31, 2022. The impact of foreign exchange rate movements decreased general
and administrative expenses by $1.8 million during the three months ended
March 31, 2023 as compared to the three months ended March 31, 2022. After
allowing for foreign exchange rate movements, the decrease was $24.7 million.
The decrease was primarily due to $20 million of final recoveries related to
losses incurred in previous periods and $9.8 million of indirect tax refunds
which were received in the first quarter of 2023. The decrease was partially
offset by higher travel and market data services costs.

Transaction, Integration and Restructuring

For the three months ended March 31, 2023, transaction, integration and restructuring charges were $41.6 million as compared to $35.2 million for the three months ended March 31, 2022. These costs are primarily comprised of compensation-related restructuring costs in connection with our strategic evaluation which we completed during the first quarter of 2023 (see Note 9, "Restructuring," for additional details).

Other Income and Expenses

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



                                                                                                                            Variance
                                                          Three months ended March 31,                                    2023 vs 2022
$ in millions                                        2023                              2022                     $ Change                   % Change
Equity in earnings of unconsolidated
affiliates                                             26.1                                33.4                         (7.3)                   (21.9) %
Interest and dividend income                            8.6                                 1.2                          7.4                    616.7  %
Interest expense                                      (18.0)                              (23.2)                         5.2                    (22.4) %
Other gains/(losses), net                              27.4                               (45.5)                        72.9                         N/A
Other income/(expense) of CIP, net                    (17.9)                              (23.3)                         5.4                    (23.2) %
Total other income and expenses                        26.2                               (57.4)                        83.6                         

N/A

Equity in earnings of unconsolidated affiliates



Equity in earnings of unconsolidated affiliates decreased $7.3 million to $26.1
million for the three months ended March 31, 2023 as compared to $33.4 million
for the three months ended March 31, 2022. The decrease is primarily driven by a
decrease of $6.0 million in our joint venture investment in IGW due to lower
revenues.

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Interest expense

Interest expense was $18.0 million for the three months ended March 31, 2023 as
compared to $23.2 million for the three months ended March 31, 2022 as a result
of a decrease in debt.

Other gains/(losses), net

Other gains/(losses), net was a gain of $27.4 million for the three months ended
March 31, 2023 as compared to a $45.5 million loss for the three months ended
March 31, 2022. Included in the gain for the first quarter of 2023 were $22.2
million of gains on investments and instruments held for our deferred
compensation plans and $5.3 million of net gains related to the mark-to-market
on seed capital investments. Included in the loss for the first quarter of 2022
were $42.9 million of losses on investments and instruments held for our
deferred compensation plans and $5.9 million of net losses related to the
mark-to-market on seed capital investments, partially offset by $2.4 million of
net foreign exchange gains on intercompany loans.

Other income/(expense) of CIP, net



For the three months ended March 31, 2023, other income/(expense) of CIP, net
was a net expense of $17.9 million for the three months ended March 31, 2023
(three months ended March 31, 2022: net expense of $23.3 million). Interest and
dividend income of CIP increased $65.1 million to $139.6 million (three months
ended March 31, 2022: $74.5 million). Interest expense of CIP increased $51.8
million to $94.3 million (three months ended March 31, 2022: $42.5 million).
Unrealized gains/(losses) of CIP were net losses of $63.2 million (three months
ended March 31, 2022: net losses of $55.3 million). The net losses during the
three months ended March 31, 2023 and 2022 were attributable to market-driven
losses on investments held by consolidated funds.

Net impact of CIP and related noncontrolling interests in consolidated entities



The consolidation of investment products did not have an impact on net income
attributable to Invesco for the three months ended March 31, 2023 and March 31,
2022. The adjustment to net income for the net income/(loss) attributable to
noncontrolling interests in consolidated entities represents the profit or loss
attributable to third-party investors. The impact of any realized or unrealized
gains or losses attributable to the interests of third-parties, which is
reflected in other income/(expense) of CIP, net, is offset by this adjustment to
arrive at net income attributable to Invesco. 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.

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

Income Tax Expense



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

Our effective tax rate increased to 29.7% for the three months ended March 31,
2023 (three months ended March 31, 2022: 25.9%). The rate increase is primarily
due to the impact that the increase in the net loss attributable to
non-controlling interests in CIP has on the effective tax rate.
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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. The company believes the adjusted measures provide valuable insight
into the company's ongoing operational performance and assist in comparisons to
its competitors. These measures also assist the company's management with the
establishment of operational budgets and forecasts. The most directly comparable
U.S. GAAP measures are operating revenues (and by calculation, gross revenue
yield on AUM), operating income, operating margin, net income attributable to
Invesco and diluted EPS. Each of these measures is discussed more fully below.

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

Reconciliation of Operating revenues to Net revenues:


                                             Three months ended March 31,
$ in millions                               2023                        

2022


Operating revenues, U.S. GAAP basis     1,418.2                       1,629.4

Revenue Adjustments (2)
Investment management fees               (189.8)                       (205.9)
Service and distribution fees            (225.3)                       (257.7)
Other                                     (40.0)                        (49.0)
Total Revenue Adjustments                (455.1)                       (512.6)
Invesco Great Wall (1)                    100.5                         124.1
CIP (3)                                    12.3                          11.5
Net revenues                            1,075.9                       1,252.4


Reconciliation of Operating income to Adjusted operating income:



                                                                         Three months ended March 31,
$ in millions                                                            2023                     2022
Operating income, U.S. GAAP basis                                           209.5                    377.7
Invesco Great Wall (1)                                                       54.6                     73.7
CIP (3)                                                                      14.7                     14.8
Transaction, integration and restructuring (4)                               41.6                     35.2
Amortization of intangible assets (8)                                        14.1                     15.1

Compensation expense related to market valuation changes in deferred compensation plans (10)

                                             12.4                    (21.9)

General and administrative (7)                                              (20.0)                       -
Adjusted operating income                                                   326.9                    494.6

Operating margin(5)                                                          14.8  %                  23.2  %
Adjusted operating margin(6)                                                 30.4  %                  39.5  %


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Table of Contents Reconciliation of net income attributable to Invesco to Adjusted net income attributable to Invesco:



                                                                               Three months ended March 31,
$ in millions, except per common share data                               2023                               2022
Net income attributable to Invesco Ltd., U.S. GAAP basis                   145.0                                197.7

Adjustments (excluding tax):
Transaction, integration and restructuring (4)                              41.6                                 35.2
Amortization of intangible assets (8)                                       14.1                                 15.1

Deferred compensation plan market valuation changes and dividend income less compensation expense (10)

                                      (10.4)                                20.5
General and administrative (7)                                             (20.0)                                   -
Total adjustments excluding tax                                             25.3                                 70.8

Tax adjustment for amortization of intangible assets and goodwill (9)

                                                                          4.2                                     3.7
Other tax effects of adjustments above                                      (1.1)                               (12.9)
Adjusted net income attributable to Invesco Ltd. (11)                      173.4                                259.3

Average common shares outstanding - diluted                                458.9                                462.4
Diluted EPS                                                                $0.32                                $0.43
Adjusted diluted EPS(12)                                                   $0.38                                $0.56


____________

(1) Invesco Great Wall: The company reflects 100% of IGW in its net revenues and
adjusted operating expenses. The company's non-GAAP operating results reflect
the economics of these holdings on a basis consistent with the underlying AUM
and flows. Adjusted net income is reduced by the amount of earnings attributable
to the 51% noncontrolling interests.

(2) 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.
The net revenue presentation assists in identifying the revenue contribution
generated by the company, removing distortions caused by the differing
distribution channel fees and allowing for a fair comparison with U.S. peer
investment managers and within Invesco's own investment units. Additionally,
management evaluates net revenue yield on AUM, which is equal to net revenues
divided by average AUM during the reporting period, as an indicator of the basis
point net revenues we receive for each dollar of AUM we manage.

Investment management fees are adjusted by renewal commissions and certain
administrative fees. Service and distribution fees are primarily adjusted by
distribution fees passed through to broker dealers for certain share classes and
pass through fund-related costs. Other revenues are primarily adjusted by
transaction fees passed through to third parties.

(3) CIP: See note 12, "Consolidated Investment Products," for a detailed
analysis of the impact to the company's Condensed Consolidated Financial
Statements from the consolidation of CIP. The company believes that the CIP may
impact a reader's analysis of our underlying results of operations and could
result in investor confusion or the production of information about the company
by analysts or external credit rating agencies that is not reflective of the
underlying results of operations and financial condition of the company.
Accordingly, the company believes that it is appropriate to adjust operating
revenues and operating income for the impact of CIP in calculating the
respective net revenues and adjusted operating income.

(4) Transaction, integration and restructuring: The company believes it is
useful to adjust for the transaction, integration and restructuring charges in
arriving at adjusted operating income, adjusted operating margin and adjusted
diluted EPS, as this will aid comparability of our results period to period, and
aid comparability with peer companies that may not have similar acquisition and
restructuring related charges.

(5) Operating margin is equal to operating income divided by operating revenues.

(6) Adjusted operating margin is equal to adjusted operating income divided by net revenues.

(7) General and administrative: The 2023 adjustment removes insurance recoveries related to fund-related losses incurred in prior periods.



(8) Amortization of intangible assets: The company removes amortization expense
related to acquired assets in arriving at adjusted operating income, adjusted
operating margin and adjusted diluted EPS, as this will aid comparability of our
results period to period, and aid comparability with peer companies that may not
have similar acquisition-related charges.

(9) Tax adjustment for amortization of intangible assets and goodwill: The
company reflects the tax benefit realized on the tax amortization of goodwill
and intangibles in adjusted net income. The company believes it is useful to
include this tax benefit in arriving at the adjusted diluted EPS measure.

(10) Market movement on deferred compensation plan liabilities: Certain deferred
compensation plan awards involve a return to the employee linked to the
appreciation (depreciation) of specified investments. The company hedges
economically the exposure to market movements for these investments. Since these
plans are hedged economically, the company believes it is useful to reflect the
offset ultimately achieved from hedging the market exposure in the calculation
of adjusted operating income (and by calculation, adjusted operating margin) and
adjusted net income (and by calculation, adjusted diluted EPS) to produce
results that will be more comparable period to period.

(11) The effective tax rate on adjusted net income attributable to Invesco Ltd. is 24.1% (first quarter 2022: 24.2%).

(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.


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