INVESCO : Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)
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Management has elected to apply the FAST Act Modernization and Simplification of Regulation S-K, which provides the option to limit the discussion to the two most recent calendar years. The discussion and analysis disclosed herein apply to material changes in the consolidated financial statements for 2020 and 2019. For the comparison of 2019 and 2018, see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company's 2019 Annual Report on Form 10-K, filed with theSecurities and Exchange Commission onMarch 2, 2020 . The following discussion and analysis of the results of operations and financial condition ofInvesco Ltd. and its subsidiaries (collectively, the "company" or "Invesco") should be read in conjunction with the "Forward-looking Statements" disclosure set forth in Part I and the "Risk Factors" set forth in Item 1A of Part I of this Annual Report on Form 10K, each of which describe our risks, uncertainties and other important factors in more detail. 28
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Table of Contents 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 Consolidated Financial Statements of Invesco and the notes thereto contained elsewhere in this Annual Report on Form 10-K. Throughout 2020, global markets experienced record levels of volatility, transitioning quickly from highs in the beginning of the year to extreme lows as global markets first reacted to the COVID-19 pandemic. The pandemic had a severe impact on the economy, increasing unemployment and decreasing consumer spending throughout the global markets. However, beginning inApril 2020 , equity markets in many major indices experienced near continual gains throughout the remainder of 2020, more than reversing losses earlier in the year. The increasing equity markets were driven by the softening of social containment measures and reopening of businesses following shut-downs earlier in the year, accommodative fiscal and monetary policies enacted by many central governments and the authorization of multiple COVID-19 vaccines. Despite the increase in equity markets, the economy contracted in many developed and developing countries in 2020.
The table below summarizes the year ended
appreciation/(depreciation) of several major market indices for 2020 and 2019:
Year ended December 31, Index expressed in Equity Index currency 2020 2019 S&P 500 U.S. Dollar 16.3% 28.9% FTSE 100 British Pound (14.3)% 12.1% FTSE 100 U.S. Dollar (11.8)% 16.7% Nikkei 225 Japanese Yen 16.0% 18.2% Nikkei 225 U.S. Dollar 22.4% 19.9% MSCI Emerging Markets U.S. Dollar 15.8% 15.4% Bond Index Barclays U.S. Aggregate Bond U.S. Dollar 7.5% 8.7% The company's financial results are impacted by the fluctuations in exchange rates against theU.S. Dollar. Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields. Invesco benefits from our long-term efforts to ensure a diversified base of AUM. One of Invesco's core strengths, and a key differentiator for the company within the industry, is our broad diversification across client domiciles, asset classes and distribution channels. Our geographic diversification recognizes growth opportunities in different parts of the world. This broad diversification mitigates the impact on Invesco of different market cycles and enables the company to take advantage of growth opportunities in various markets and channels.
Update on significant events and transactions
Over the past decade, we've been highly focused on investing ahead of shifts in client demand, putting us in a strong position to take advantage of key industry tailwinds in the future. During 2020, we continued to invest in capabilities where we see client demand or future opportunities by hiring strong talent, further upgrading our technology platform and launching new products. We believe the ability to leverage the capabilities developed by our investment teams to meet client demand across the globe is a significant differentiator for our firm. As previously disclosed, we are undertaking a strategic evaluation of our business focusing on four key areas of our expense base: our organizational model, our real estate footprint, management of third party spend, and technology and operations efficiency. We plan to invest in key areas of growth aligned with our strategic plan, including ETFs, Fixed Income,China , Solutions,Alternatives and Global Equities , while creating permanent annual net operating expense improvements of$200 million . A significant element of the savings will be generated from realigning our workforce to support key areas of growth as well as repositioning some of our workforce to lower cost locations. We expect$150 million of the savings to be achieved by 29
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the end of 2021 with the remainder by the end of 2022. Remaining restructuring costs related to the strategic evaluation are estimated to be in a range of$150 to$175 million over the next two years, with$119.0 million incurred in 2020. In 2019, Invesco completed the acquisition ofOppenheimerFunds (OFI), and the integration of our two firms. Building on the combination with OFI, in 2020 we further deepened our relationships with clients in the US, expanded the capabilities we offered globally and further scaled our business for the benefit of clients and shareholders. The firm is also highly focused on delivering the additional capabilities achieved through the combination to institutional and non-US markets.
Managing our business and meeting client needs through COVID-19
Invesco is committed to helping our employees, our clients and our communities navigate the challenges presented by the impacts of COVID-19. The primary focus of our efforts is to ensure the health and safety of our employees while preserving our ability to serve clients and manage assets in a highly dynamic market environment. As always, we are committed to helping our clients achieve their investment objectives through disciplined long-term investing. To this end, we continue to proactively engage with our clients virtually to help them better navigate market volatility by providing thought leadership and other value-added services. We believe our client centric approach will enable our clients to emerge from this crisis stronger. To ensure we continue to meet client needs in a primarily remote-working environment, small select teams are working at alternate sites or operating in split shifts to mitigate the risks associated with the virus. Some of our offices in locations across the globe have begun staged re-openings. We will continue to be responsive to the evolving threat of the virus and may re-close if necessary. Decisions regarding openings and closings of our offices are supported by information from local government and health officials, as well as our own internal research regarding the needs of our employees and clients. Our portfolio managers, research analysts and traders are successfully working remotely or in secure locations with access to all systems necessary to do their jobs and an ability to connect with their teams in managing client assets. Additionally, our operational, control and support teams are primarily working in a remote environment. In light of the remote working environment, we continue to assess and enhance our business continuity plans as well as our internal controls with appropriate adjustments made to address the environment. This thoughtful, coordinated approach helps ensure our ability to continue to meet client needs and to run our business.
Other External Factors Impacting Invesco
Invesco has a larger global presence in key markets than most of our peers. As one of the leading investment managers in theUK andEurope , we were more impacted by continuing uncertainties surrounding Brexit. Additionally, our strong position inAsia-Pacific meant that Invesco was more affected than others by market uncertainties over the trade issues betweenChina and theU.S. OnDecember 24, 2020 , theUK and the EU (European Union ) announced a trade deal after months of negotiations. The deal came into force effectiveDecember 31, 2020 . While the deal announced largely covers goods, details related to the financial services industry are not specifically outlined within the agreement. TheUK and the EU aim to agree byMarch 2021 to a memorandum of understanding establishing a framework for regulatory cooperation on financial services. The Brexit outcome at the end of 2020 was largely anticipated by the market. Invesco is a global business and has been committed for many years to meeting clients' needs acrossEurope in both EU and non-EU countries. Invesco has local teams of experts focused on servicing local clients and fund ranges in different countries to meet a variety of local, country and regional client needs. We currently have a presence in 12 countries acrossEurope . Our staff will be able to continue to reside and work across the relevant regions. The change in theUK's status from an EU to a non-EU country will not change Invesco's focus or commitment to serve its clients acrossEurope . We are fully prepared to continue to operate and deliver for our clients with minimal disruption. Investment exposure to the London Interbank Offered Rate (LIBOR) based interest rates could impact our client portfolios.The UK Financial Conduct Authority (FCA), which regulates LIBOR, has made it clear that the publication of LIBOR is not guaranteed beyond 2021. TheICE Benchmark Administration (IBA), which administers LIBOR, recently consulted on the extension of five of the seven total settings (overnight and one, three, six and twelve month) USD-LIBOR, with a possible cessation extension date toJune 30, 2023 . As a result, firms must transition away from LIBOR to alternative risk-free rates. Working groups and regulators across various jurisdictions have put forth LIBOR transition plan guidance, including recommendations related to the potential cessation extension date of five of seven settings of US Dollar (USD) LIBOR. Invesco continues to actively monitor and adjust the LIBOR transition strategy and timeline as necessary, such as choosing to adhere to the recentInternational Swaps & Derivatives Association (ISDA) protocol that provides a clear fallback rate for legacy LIBOR- 30
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linked derivative contracts upon LIBOR cessation. The discontinuance of LIBOR may adversely affect the amount of interest or other amounts payable or receivable on certain portfolio investments. These changes may also impact the market liquidity and market value of these portfolio investments. Invesco finalized its global assessment of exposure in relation to funds holding LIBOR based instruments and funds utilizing LIBOR as a benchmark and/or performance target. Invesco is prioritizing the mitigation of risks associated with financial instruments held and benchmarks/performance targets used that reference existing LIBOR rates, as well as any impact on Invesco portfolios and investment strategies. Invesco continues to monitor overall industry transition progress and completes ongoing analysis of the suitability of alternative risk-free rates.
Presentation of Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Impact of Consolidated Investment Products
The company provides investment management services to, and has transactions with, various retail mutual funds and similar entities, private equity, real estate, fund-of-funds, collateralized loan obligation products (CLOs), and other investment entities sponsored by the company for the investment of client assets in the normal course of business. The company serves as the investment manager, making day-to-day investment decisions concerning the assets of the products. The company is required to consolidate certain of these managed funds from time-to-time, as discussed more fully in Item 8, Financial Statements and Supplementary Data, Note 1, "Accounting Policies -- Basis of Accounting and Consolidation." Investment products that are consolidated are referred to in this Form 10-K (Report) as consolidated investments products (CIP). The company's economic risk with respect to each investment in CIP is limited to its equity ownership and any uncollected management and performance fees. 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. The impact of CIP is so significant to the presentation of the company's Consolidated Financial Statements that the company has elected to deconsolidate these products in its non-GAAP disclosures. The following discussion therefore combines the results presented underU.S. generally accepted accounting principles (U.S. GAAP) with the company's non-GAAP presentation. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains four distinct sections, which follow after the Assets Under Management discussion: •Results of Operations (year endedDecember 31, 2020 compared toDecember 31, 2019 ); •Schedule of Non-GAAP Information; •Balance Sheet Discussion; and •Liquidity and Capital Resources. To assess the impact of CIP on the company's Results of Operations and Balance Sheet Discussion, refer to Part II, Item 8, Financial Statements, Note 21, "Consolidated Investment Products." The impact on the company's results of operations is illustrated by a column which shows the dollar-value change in the consolidated figures, as caused by the consolidation of CIP. For example, the impact of CIP on operating revenues for the year endedDecember 31, 2020 was a reduction of$39.8 million . This indicates that their consolidation reduced consolidated revenues by this amount, reflecting the elimination upon their consolidation of the operating revenues earned by Invesco for managing these investment products. 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 comparableU.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. 31
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Summary Operating Information
Summary operating information for 2020, 2019 and 2018 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 Financial Measures Summary 2020 2019 2018 Operating revenues 6,145.6 6,117.4 5,314.1 Operating income 920.4 808.2 1,204.9 Operating margin 15.0 % 13.2 % 22.7 % Net income attributable to Invesco Ltd. 524.8 564.7 882.8 Diluted EPS 1.13 1.28 2.14 Non-GAAP Financial Measures Summary Net revenues (1) 4,501.0 4,415.1 3,818.1 Adjusted operating income (2) 1,664.5 1,655.8 1,391.7 Adjusted operating margin (2) 37.0 % 37.5 % 36.5 % Adjusted net income attributable to Invesco Ltd. (3) 892.9 1,124.0 1,002.7 Adjusted diluted EPS (3) 1.93 2.55 2.43 Assets Under Management Ending AUM (billions) 1,349.9 1,226.2 888.2 Average AUM (billions) 1,194.9 1,094.4 958.7 _________ (1)Net revenues is a non-GAAP financial measure. Net revenues are operating revenues plus the net revenues of our Great Wall joint venture; less pass-through revenue adjustments to investment management fees, service and distribution fees and other; plus management and performance fees earned from CIP. See "Schedule of Non-GAAP Information" for the reconciliation of operating revenues to net revenues. (2)Adjusted operating income and adjusted operating margin are non-GAAP financial measures. Adjusted operating margin is adjusted operating income divided by net revenues. Adjusted operating income includes operating income plus the net operating income of our joint venture investments, the operating income impact of the consolidation of investment products, transaction, integration and restructuring adjustments, compensation expense related to market valuation changes in deferred compensation plans and other reconciling items. See "Schedule of Non-GAAP Information," for the reconciliation of operating income to adjusted operating income. (3)Adjusted net income attributable toInvesco Ltd. and adjusted diluted EPS are non-GAAP financial measures. Adjusted net income attributable toInvesco Ltd. is net income attributable toInvesco Ltd. adjusted to exclude the net income of CIP, transaction, integration and restructuring adjustments, the net income impact of deferred compensation plans and other reconciling items. Adjustments made to net income attributable toInvesco Ltd. are tax-affected in arriving at adjusted net income attributable toInvesco Ltd. By calculation, adjusted diluted EPS is adjusted net income attributable toInvesco Ltd. divided by the weighted average number of common shares outstanding (for diluted EPS). See "Schedule of Non-GAAP Information," for the reconciliation of net income attributable toInvesco Ltd. to adjusted net income attributable toInvesco Ltd. 32
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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. As ofDecember 31, 2020 , 55%, 58%, 61%, and 70% of measured ranked actively managed assets performed in the top half of peer groups on a one-, three-, five- and ten-year basis, respectively. The table below presents the one-, three-, five- and ten-year performance of our measured ranked actively managed investment products measured by the percentage of AUM ahead of benchmark and AUM in the top half of peer group. (1) Benchmark Comparison Peer Group Comparison % of AUM Ahead of Benchmark % of AUM In Top Half of Peer Group 1yr 3yr 5yr 10yr 1yr 3yr 5yr 10yr Equities (2) U.S. Core (5%) 16 % 12 % 8 % 12 % 28 % 28 % 24 % 17 % U.S. Growth (7%) 87 % 87 % 53 % 53 % 87 % 87 % 87 % 53 % U.S. Value (7%) 27 % 11 % 3 % 3 % 4 % 0 % 0 % 0 % Sector (2%) 99 % 97 % 76 % 96 % 62 % 59 % 79 % 60 % UK (1%) 13 % 25 % 18 % 40 % 16 % 6 % 9 % 26 % Canadian (<1%) 0 % 0 % 0 % 12 % 11 % 0 % 0 % 11 % Asian (3%) 79 % 79 % 92 % 88 % 53 % 46 % 78 % 79 % Continental European (2%) 14 % 5 % 9 % 90 % 13 % 5 % 9 % 68 % Global (7%) 71 % 71 % 72 % 87 % 78 % 29 % 32 % 47 % Global ExU.S. and Emerging Markets (13%) 89 % 89 % 89 % 98 % 29 % 87 % 71 % 88 % Fixed Income (2) Money Market (15%) 81 % 99 % 100 % 100 % 78 % 78 % 78 % 99 % U.S. Fixed Income (11%) 67 % 82 % 84 % 95 % 65 % 63 % 88 % 92 % Global Fixed Income (6%) 84 % 84 % 87 % 96 % 53 % 54 % 60 % 70 % Stable Value (5%) 100 % 100 % 100 % 100 % 97 % 100 % 100 % 100 % Other (2) Alternatives (8%) 26 % 34 % 73 % 37 % 35 % 33 % 40 % 56 % Balanced (8%) 79 % 75 % 53 % 60 % 55 % 52 % 54 % 91 % ____________ Note: (1) Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, unit investment trusts, fund of funds with component funds managed by Invesco, stable value building block funds and CDOs. Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These results are preliminary and subject to revision. AUM measured in the one, three, five and ten-year quartile rankings represents 53%, 52%, 51% and 47% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one, three, five and ten year basis represents 63%, 62%, 60% and 55% of total Invesco AUM as of 12/31/20. Peer group rankings are sourced from a widely-used third party ranking agency in each fund's market (Lipper, Morningstar, IA, Russell, Mercer, eVestment Alliance, 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 percentage of 5-year total ranked AUM. As ofDecember 31, 2020 , total ranked AUM is$711.0 billion (53% of total Invesco AUM) for 1 year,$700.5 billion (52% of total Invesco AUM) for 3 years,$694.0 billion (51% of Invesco AUM) for 5 years, and$631.5 billion (47% of total Invesco AUM) for 10 years. 33
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Table of Contents Assets Under Management The following presentation and discussion of AUM includes Passive and Active AUM. Passive AUM include index-based ETFs, unit investment trusts (UITs), non-management fee earning AUM and other passive mandates. Active AUM is total AUM less Passive AUM. Non-management fee earning AUM includes non-management fee earning ETFs, UIT and product leverage. The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, these can have a significant impact on overall net revenue yield. The AUM tables and the discussion below refer to certain AUM as long-term. Long-term inflows and the underlying reasons for the movements in this line item include investments from new clients, existing clients adding new accounts/funds or contributions/subscriptions into existing accounts/funds. Long-term outflows reflect client redemptions from accounts/funds and include the return of invested capital on the maturity. We present net flows into money market funds separately because shareholders of those funds typically use them as short-term funding vehicles and because their flows are particularly sensitive to short-term interest rate movements.
Changes in AUM were as follows:
2020 2019 2018 $ in billions Total AUM Active Passive Total AUM Active Passive Total AUM Active PassiveJanuary 1 1,226.2 929.2 297.0 888.2 667.2 221.0 937.6 738.8 198.8 Long-term inflows 310.9 204.3 106.6 227.5 146.8 80.7 209.8 139.4 70.4 Long-term outflows (326.6) (236.1) (90.5) (261.9) (196.5) (65.4) (248.8) (176.4) (72.4) Long-term net flows (15.7) (31.8) 16.1 (34.4) (49.7) 15.3 (39.0) (37.0) (2.0) Net flows in non-management fee earning AUM (5.1) - (5.1) 9.2 (0.1) 9.3 2.5 - 2.5 Net flows in money market funds 14.3 14.3 - (2.0) (2.0) - 7.6 7.6 - Total net flows (6.5) (17.5) 11.0 (27.2) (51.8) 24.6 (28.9) (29.4) 0.5 Reinvested distributions 16.9 16.9 - 17.9 17.9 - 11.4 11.4 - Market gains and losses 103.0 40.8 62.2 120.4 73.5 46.9 (67.0) (52.1) (14.9) Acquisitions (1) - - - 224.4 219.9 4.5 47.6 10.5 37.1 Foreign currency translation 10.3 9.9 0.4 2.5 2.5 - (12.5) (12.0) (0.5)December 31 1,349.9 979.3 370.6 1,226.2 929.2 297.0 888.2 667.2 221.0 Average AUM Average long-term AUM 952.0 784.6 167.4 887.1 734.7 152.4 785.5 646.5 139.0 Average AUM 1,194.9 893.0 301.9 1,094.4 830.1 264.3 958.7 726.6 232.1 Revenue yield Gross revenue yield on AUM (2) 53.7 65.4 21.0 57.8 69.1 23.9 56.3 66.2 26.3 Gross revenue yield on AUM before performance fees (2) 53.1 64.6 21.0 56.8 67.8 23.9 55.7 65.4 26.3 Net revenue yield on AUM (3) 37.7 46.4 12.0 40.3 48.6 14.6 39.8 47.5 15.9 Net revenue yield on AUM before performance fees (3) 36.8 45.2 12.0 39.4 47.2 14.6 39.2 46.7 15.9 (1) The acquisition ofOppenheimerFunds business onMay 24, 2019 added$224.4 billion in AUM at that date. The acquisition of Guggenheim Investments' ETF business onApril 6, 2018 added$38.1 billion in AUM at that date. As ofJuly 1, 2018 , we began including 100% of Invesco Great Wall, which added$9.5 billion in AUM during the third quarter of 2018. (2) Gross revenue yield on AUM is equal to annualized total operating revenues divided by average AUM, excluding Invesco Great Wall AUM. Prior to the third quarter 2018, management reflected its interests in Invesco Great Wall on a proportional consolidation basis, which was consistent with the presentation of our share of the AUM from these investments. Given the company's influence on Invesco Great Wall, a change in regulation allowing increased foreign ownership and reaching oral agreement in principle to obtain majority stake of the joint venture, the company began reporting 100% of the flows and AUM for Invesco Great Wall beginning in the third quarter of 2018. Average AUM in 2020 for our JVs inChina was$50.0 billion (2019:$35.6 billion , 2018:$16.2 billion ). It is appropriate to exclude the average AUM of our JVs for purposes of computing gross revenue yield on AUM, because the revenues resulting from 34
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these AUM are not presented in our operating revenues. UnderU.S. GAAP, our share of the net income of the JVs is recorded as equity in earnings of unconsolidated affiliates on our Consolidated Statements of Income. Additionally, the numerator of the gross revenue yield measure, operating revenues, excludes the management fees earned from CIP and our JVs inChina ; however, the denominator of the measure includes the AUM of these investment products. Therefore, the gross revenue yield measure is not considered representative of the company's true effective fee rate from AUM. (3) Net revenue yield on AUM is equal to annualized net revenues divided by average AUM. See "Schedule of Non-GAAP Information" for a reconciliation of operating revenues to net revenues.
Flows
There are numerous drivers of AUM inflows and outflows, including individual investor decisions to change investment preferences, fiduciaries and other gatekeepers making broad asset allocation decisions on behalf of their clients and reallocation of investments within portfolios. We are not a party to these asset allocation decisions, as the company does not generally have access to the underlying investor's decision-making process, including their risk appetite or liquidity needs. Therefore, the company is not in a position to provide meaningful information regarding the drivers of inflows and outflows.
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. As discussed in the "Executive Overview" section of this Management's Discussion and Analysis, during 2020, global equity markets saw significant volatility due to the COVID-19 pandemic beginning inMarch 2020 and continuing through 2020. The resulting decline in AUM adversely impacted our revenues during the first half of the year, but market recovery increased our average AUM and revenues during the second half of the year. However, market dynamics have also changed the AUM product mix, which has an effect on our revenue yield, as discussed further below.
Foreign Exchange Rates
During the year ended
increased by
Acquisitions There were no acquisitions during the year endedDecember 31, 2020 . For the year endedDecember 31, 2019 , we completed the acquisition ofOppenheimerFunds onMay 24, 2019 , which added$224.4 billion in AUM during the year.
Revenue Yield
As a significant proportion of our AUM is based outside of theU.S. , changes in foreign exchange rates result in a change to the mix ofU.S. Dollar denominated AUM with AUM denominated in other currencies. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields. Changes in our AUM mix also significantly impact our net revenue yield. Passive AUM generally earn a lower effective fee rate than active asset classes, and changes in the mix of products therefore have an impact on our net revenue yield. At the industry level, investors continue to shift towards passive products and away from active, and Invesco is able to participate in this trend due to the breadth, strength and diversified nature of our business. In the year endedDecember 31, 2020 , the net revenue yield was 37.7 basis points compared to 40.3 basis points in the year endedDecember 31, 2019 , a decrease of 2.6 basis points. In 2019, yields improved after the second quarter acquisition ofOppenheimerFunds , which contributed AUM of$224.4 billion comprised of$219.9 billion of active and$4.5 billion of passive AUM, increasing the proportion of active AUM and positively impacting net revenue yield. However, AUM mix in 2020 was impacted by flows into lower fee products, from the market impact of the COVID-19 pandemic and from the growth in our QQQ fund, all of which increased the proportion of lower-fee AUM, which has lowered net revenue yield in 2020. As passive products generally have lower fees than active products, the AUM shift towards passive has contributed to the declining net revenue yield. Passive AUM includes our QQQ ETF, for which we do not receive a management fee but which delivers significant marketing and brand value and increases Invesco's footprint, leadership and relevance in the ETF market. AtDecember 31, 2020 , passive AUM were$370.6 billion , representing 27.5% of total AUM at that date; whereas atDecember 31, 2019 , passive AUM were$297.0 billion , representing 24.2% of our total AUM at that date. 35
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Also contributing to the overall decline, the net revenue yield specific to passive AUM has declined, particularly from the impact of the growth of the QQQ fund. AtDecember 31, 2020 , the QQQ fund represented$152.5 billion , or 41.1% of passive AUM. AtDecember 31, 2019 , the QQQ fund represented$86.9 billion , or 29.3% of passive AUM. In the year endedDecember 31, 2020 , the net revenue yield on passive AUM was 12.0 basis points compared to 14.6 basis points in the year endedDecember 31, 2019 , a decrease of 2.6 basis points. Market volatility in 2020 also contributed to investors moving into lower risk assets, such as money market and stable value funds, which are active funds with lower fees. We saw outflows from equity products and alternatives and inflows into fixed income and other relatively lower fee products. These changes have decreased the net revenue yield on active AUM. AtDecember 31, 2020 , active AUM were$979.3 billion , representing 72.5% of total AUM at that date; whereas atDecember 31, 2019 , active AUM were$929.2 billion , representing 75.8% of our total AUM at that date. In the year endedDecember 31, 2020 , the net revenue yield on active AUM was 46.4 basis points compared to 48.6 basis points in the year endedDecember 31, 2019 , a decrease of 2.2 basis points. The changes described above have adversely impacted our revenue and resulting revenue yields, and we expect they will continue to pressure revenues and yields in the near term. 36
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Changes in our AUM by channel, asset class, and client domicile, and average AUM
by asset class, are presented below:
Total AUM by Channel (1) $ in billions Total Retail Institutional December 31, 2019 1,226.2 878.2 348.0 Long-term inflows 310.9 221.6 89.3 Long-term outflows (326.6) (267.6) (59.0) Long-term net flows (15.7) (46.0) 30.3 Net flows in non-management fee earning AUM (5.1) 7.2
(12.3)
Net flows in money market funds 14.3 2.0 12.3 Total net flows (6.5) (36.8) 30.3 Reinvested distributions 16.9 16.3 0.6 Market gains and losses 103.0 85.4 17.6 Foreign currency translation 10.3 4.0 6.3 December 31, 2020 1,349.9 947.1 402.8 December 31, 2018 888.2 566.7 321.5 Long-term inflows 227.5 175.2 52.3 Long-term outflows (261.9) (210.4) (51.5) Long-term net flows (34.4) (35.2) 0.8 Net flows in non-management fee earning AUM 9.2 4.9
4.3
Net flows in money market funds (2.0) 4.2 (6.2) Total net flows (27.2) (26.1) (1.1) Reinvested distributions 17.9 17.6 0.3 Market gains and losses 120.4 102.4 18.0 Acquisitions (4) 224.4 215.8 8.6 Foreign currency translation 2.5 1.8 0.7 December 31, 2019 1,226.2 878.2 348.0 December 31, 2017 937.6 607.6 330.0 Long-term inflows 209.8 158.8 51.0 Long-term outflows (248.8) (194.1) (54.7) Long-term net flows (39.0) (35.3) (3.7) Net flows in non-management fee earning AUM 2.5 2.7
(0.2)
Net flows in money market funds 7.6 9.0 (1.4) Total net flows (28.9) (23.6) (5.3) Reinvested distributions 11.4 11.4 - Market gains and losses (67.0) (62.4) (4.6) Acquisitions (4) 47.6 42.6 5.0 Foreign currency translation (12.5) (8.9) (3.6) December 31, 2018 888.2 566.7 321.5 ____________
See accompanying notes immediately following these AUM tables.
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Table of Contents Passive AUM by Channel (1) $ in billions Total Retail Institutional December 31, 2019 297.0 275.8 21.2 Long-term inflows 106.6 93.6 13.0 Long-term outflows (90.5) (89.0) (1.5) Long-term net flows 16.1 4.6 11.5 Net flows in non-management fee earning AUM (5.1) 7.3 (12.4) Total net flows 11.0 11.9 (0.9) Market gains and losses 62.2 57.9 4.3 Foreign currency translation 0.4 0.4 - December 31, 2020 370.6 346.0 24.6 December 31, 2018 221.0 204.6 16.4 Long-term inflows 80.7 80.1 0.6 Long-term outflows (65.4) (65.4) - Long-term net flows 15.3 14.7 0.6 Net flows in non-management fee earning AUM 9.3 5.1 4.2 Total net flows 24.6 19.8 4.8 Market gains and losses 46.9 46.9 - Acquisitions (4) 4.5 4.5 - December 31, 2019 297.0 275.8 21.2 December 31, 2017 198.8 181.9 16.9 Long-term inflows 70.4 70.4 - Long-term outflows (72.4) (72.4) - Long-term net flows (2.0) (2.0) - Net flows in non-management fee earning AUM 2.5 2.7 (0.2) Total net flows 0.5 0.7 (0.2) Market gains and losses (14.9) (14.5) (0.4) Acquisitions (4) 37.1 37.1 - Foreign currency translation (0.5) (0.6) 0.1 December 31, 2018 221.0 204.6 16.4 ____________
See accompanying notes immediately following these AUM tables.
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Table of Contents Total AUM by Asset Class (2) $ in billions Total Equity Fixed Income Balanced Money Market Alternatives December 31, 2019 1,226.2 598.8 283.5 67.3 91.4 185.2 Long-term inflows 310.9 134.6 102.9 30.5 - 42.9 Long-term outflows (326.6) (167.4) (76.8) (29.7) - (52.7) Long-term net flows (15.7) (32.8) 26.1 0.8 - (9.8) Net flows in non-management fee earning AUM (5.1) 17.2 (22.3) - - - Net flows in money market funds 14.3 - - - 14.3 - Total net flows (6.5) (15.6) 3.8 0.8 14.3 (9.8) Reinvested distributions 16.9 11.5 2.3 1.8 - 1.3 Market gains and losses 103.0 92.2 4.7 7.1 1.2 (2.2) Foreign currency translation 10.3 2.7 2.1 1.9 1.6 2.0 December 31, 2020 1,349.9 689.6 296.4 78.9 108.5 176.5 Average AUM 1,194.9 573.1 275.3 65.1 108.4 173.0 % of total average AUM 100.0 % 48.0 % 23.0 % 5.4 % 9.1 % 14.5 % December 31, 2018 888.2 369.1 208.6 55.4 89.9 165.2 Long-term inflows 227.5 100.9 68.0 18.8 0.2 39.6 Long-term outflows (261.9) (132.4) (53.9) (20.4) (0.1) (55.1) Long-term net flows (34.4) (31.5) 14.1 (1.6) 0.1 (15.5) Net flows in non-management fee earning AUM 9.2 2.9 6.3 - - - Net flows in money market funds (2.0) - - - (2.0) - Total net flows (27.2) (28.6) 20.4 (1.6) (1.9) (15.5) Reinvested distributions 17.9 12.9 1.6 1.9 - 1.5 Market gains and losses 120.4 94.0 9.9 7.6 - 8.9 Acquisitions (4) 224.4 149.7 42.5 3.7 3.7 24.8 Foreign currency translation 2.5 1.7 0.5 0.3 (0.3) 0.3 December 31, 2019 1,226.2 598.8 283.5 67.3 91.4 185.2 Average AUM 1,094.4 503.9 253.8 62.1 95.4 179.2 % of total average AUM 100.0 % 46.0 % 23.2 % 5.7 % 8.7 % 16.4 % December 31, 2017 937.6 412.6 204.3 62.3 78.6 179.8 Long-term inflows 209.8 96.8 51.4 13.1 6.9 41.6 Long-term outflows (248.8) (126.0) (53.6) (15.1) (5.4) (48.7) Long-term net flows (39.0) (29.2) (2.2) (2.0) 1.5 (7.1) Net flows in non-management fee earning AUM 2.5 3.1 (0.6) - - - Net flows in money market funds 7.6 - - - 7.6 - Total net flows (28.9) (26.1) (2.8) (2.0) 9.1 (7.1) Reinvested distributions 11.4 8.4 1.0 1.4 - 0.6 Market gains and losses (67.0) (49.5) (3.8) (7.0) 0.6 (7.3) Acquisitions (4) 47.6 29.5 11.5 3.1 2.2 1.3 Foreign currency translation (12.5) (5.8) (1.6) (2.4) (0.6) (2.1) December 31, 2018 888.2 369.1 208.6 55.4 89.9 165.2 Average AUM 958.7 422.8 209.9 62.1 85.6 178.3 % of total average AUM 100.0 % 44.1 % 21.9 % 6.5 % 8.9 % 18.6 % ____________
See accompanying notes immediately following these AUM tables.
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Passive AUM by Asset Class (2) $ in billions Total Equity Fixed Income Balanced Money Market Alternatives December 31, 2019 297.0 217.1 58.9 0.9 - 20.1 Long-term inflows 106.6 73.4 12.6 0.1 - 20.5 Long-term outflows (90.5) (63.0) (11.5) - - (16.0) Long-term net flows 16.1 10.4 1.1 0.1 - 4.5 Net flows in non-management fee earning AUM (5.1) 17.2 (22.3) - - - Total net flows 11.0 27.6 (21.2) 0.1 - 4.5 Market gains and losses 62.2 61.4 (0.8) - - 1.6 Foreign currency translation 0.4 0.3 0.1 - - - December 31, 2020 370.6 306.4 37.0 1.0 - 26.2 Average AUM 301.9 237.5 40.8 0.8 - 22.9 % of total average AUM 100.0 % 78.6 % 13.5 % 0.3 % - % 7.6 % December 31, 2018 221.0 155.3 47.2 0.7 - 17.8 Long-term inflows 80.7 57.9 10.9 0.1 - 11.8 Long-term outflows (65.4) (48.2) (6.0) - - (11.2) Long-term net flows 15.3 9.7 4.9 0.1 - 0.6 Net flows in non-management fee earning AUM 9.3 3.0 6.3 - - - Total net flows 24.6 12.7 11.2 0.1 - 0.6 Market gains and losses 46.9 44.7 0.4 0.1 - 1.7 Acquisitions (4) 4.5 4.5 - - - - Foreign currency translation - (0.1) 0.1 - - - December 31, 2019 297.0 217.1 58.9 0.9 - 20.1 Average AUM 264.3 189.2 55.7 0.8 - 18.6 % of total average AUM 100.0 % 71.6 % 21.1 % 0.3 % - % 7.0 % December 31, 2017 198.8 134.7 42.4 0.8 - 20.9 Long-term inflows 70.4 49.3 10.8 - - 10.3 Long-term outflows (72.4) (47.4) (12.0) - - (13.0) Long-term net flows (2.0) 1.9 (1.2) - - (2.7) Net flows in non-management fee earning AUM 2.5 3.1 (0.6) - - - Total net flows 0.5 5.0 (1.8) - - (2.7) Market gains and losses (14.9) (11.1) (1.9) (0.1) - (1.8) Acquisitions (4) 37.1 27.1 8.7 - - 1.3 Foreign currency translation (0.5) (0.4) (0.2) - - 0.1 December 31, 2018 221.0 155.3 47.2 0.7 - 17.8 Average AUM 232.1 162.2 47.4 0.8 - 21.7 % of total average AUM 100.0 % 69.9 % 20.4 % 0.3 % - % 9.3 % ____________
See accompanying notes immediately following these AUM tables.
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Total AUM by Client Domicile (3) $ in billions Total Americas UK EMEA ex UK Asia December 31, 2019 1,226.2 879.5 74.4 143.7 128.6 Long-term inflows 310.9 176.2 13.0 57.6 64.1 Long-term outflows (326.6) (206.7) (19.6) (55.5) (44.8) Long-term net flows (15.7) (30.5) (6.6) 2.1 19.3 Net flows in non-management fee earning AUM (5.1) 3.6 0.2 (9.6) 0.7 Net flows in money market funds 14.3 10.9 0.1 0.2 3.1 Total net flows (6.5) (16.0) (6.3) (7.3) 23.1 Reinvested distributions 16.9 16.6 0.2 - 0.1 Market gains and losses 103.0 79.3 (2.7) 12.7 13.7 Foreign currency translation 10.3 0.5 1.3 2.7 5.8 December 31, 2020 1,349.9 959.9 66.9 151.8 171.3 December 31, 2018 888.2 581.6 76.6 125.5 104.5 Long-term inflows 227.5 124.6 9.1 51.7 42.1 Long-term outflows (261.9) (158.2) (20.2) (49.7) (33.8) Long-term net flows (34.4) (33.6) (11.1) 2.0 8.3 Net flows in non-management fee earning AUM 9.2 6.3 0.2 2.4 0.3 Net flows in money market funds (2.0) (3.9) - (2.3) 4.2 Total net flows (27.2) (31.2) (10.9) 2.1 12.8 Reinvested distributions 17.9 17.5 0.4 - - Market gains and losses 120.4 88.1 5.5 15.3 11.5 Transfer - (1.3) (0.3) 1.6 - Acquisitions (4) 224.4 223.7 0.7 - - Foreign currency translation 2.5 1.1 2.4 (0.8) (0.2) December 31, 2019 1,226.2 879.5 74.4 143.7 128.6 December 31, 2017 937.6 610.4 93.6 144.5 89.1 Long-term inflows 209.8 108.3 13.6 58.3 29.6 Long-term outflows (248.8) (139.3) (18.6) (65.7) (25.2) Long-term net flows (39.0) (31.0) (5.0) (7.4) 4.4 Net flows in non-management fee earning AUM 2.5 2.7 (0.1) (0.2) 0.1 Net flows in money market funds 7.6 (2.1) - 0.9 8.8 Total net flows (28.9) (30.4) (5.1) (6.7) 13.3 Reinvested distributions 11.4 10.8 0.6 - - Market gains and losses (67.0) (44.7) (7.3) (8.6) (6.4) Transfer - (0.4) (0.4) 0.7 0.1 Acquisitions (4) 47.6 38.1 - - 9.5 Foreign currency translation (12.5) (2.2) (4.8) (4.4) (1.1) December 31, 2018 888.2 581.6 76.6 125.5 104.5 ____________
See accompanying notes immediately following these AUM tables.
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Passive AUM by Client Domicile (3) $ in billions Total Americas UK EMEA ex UK Asia December 31, 2019 297.0 240.0 0.7 51.4 4.9 Long-term inflows 106.6 67.6 0.7 35.5 2.8 Long-term outflows (90.5) (59.5) (0.9) (27.9) (2.2) Long-term net flows 16.1 8.1 (0.2) 7.6 0.6 Net flows in non-management fee earning AUM (5.1) 3.6 0.2 (9.6) 0.7 Total net flows 11.0 11.7 - (2.0) 1.3 Market gains and losses 62.2 51.4 0.1 9.0 1.7 Foreign currency translation 0.4 (0.1) - 0.5 - December 31, 2020 370.6 303.0 0.8 58.9 7.9 December 31, 2018 221.0 184.0 0.7 32.6 3.7 Long-term inflows 80.7 48.6 0.5 29.7 1.9 Long-term outflows (65.4) (42.6) (0.4) (20.3) (2.1) Long-term net flows 15.3 6.0 0.1 9.4 (0.2) Net flows in non-management fee earning AUM 9.3 6.4 0.2 2.4 0.3 Total net flows 24.6 12.4 0.3 11.8 0.1 Market gains and losses 46.9 39.1 (0.3) 7.0 1.1 Acquisitions (4) 4.5 4.5 - - - December 31, 2019 297.0 240.0 0.7 51.4 4.9 December 31, 2017 198.8 160.1 0.8 34.7 3.2 Long-term inflows 70.4 40.1 0.4 28.4 1.5 Long-term outflows (72.4) (42.5) (0.5) (28.3) (1.1) Long-term net flows (2.0) (2.4) (0.1) 0.1 0.4 Net flows in non-management fee earning AUM 2.5 2.7 (0.1) (0.2) 0.1 Total net flows 0.5 0.3 (0.2) (0.1) 0.5 Market gains and losses (14.9) (13.3) 0.1 (1.6) (0.1) Acquisitions (4) 37.1 36.9 - - 0.2 Foreign currency translation (0.5) - - (0.4) (0.1) December 31, 2018 221.0 184.0 0.7 32.6 3.7 ____________ (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. (4) The acquisition ofOppenheimerFunds business onMay 24, 2019 added$224.4 billion in AUM at that date. The acquisition of Guggenheim Investments' ETF business onApril 6, 2018 added$38.1 billion in AUM during the second quarter of 2018. As ofJuly 1, 2018 , we began including 100% of Invesco Great Wall, which added$9.5 billion in AUM during the third quarter of 2018.
Results of Operations for the Year Ended
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
The results of theOppenheimerFunds acquisition are included fromMay 24, 2019 (date of acquisition), the results of Guggenheim Investments' ETF business are included fromApril 6, 2018 (date of acquisition) and the results ofIntelliflo are included fromJune 4, 2018 (date of acquisition). 42
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Operating Revenues and Net Revenues
The main categories of revenues, and the dollar and percentage change between the periods, are as follows: Variance Years ended December 31, 2020 vs 2019 2019 vs 2018 $ in millions 2020 2019 2018 $ Change % Change $ Change % Change Investment management fees 4,451.0 4,506.3 4,082.3 (55.3) (1.2) % 424.0 10.4 % Service and distribution fees 1,419.0 1,276.5 968.5 142.5 11.2 % 308.0 31.8 % Performance fees 65.6 102.2 56.9 (36.6) (35.8) % 45.3 79.6 % Other 210.0 232.4 206.4 (22.4) (9.6) % 26.0 12.6 % Total operating revenues 6,145.6 6,117.4 5,314.1 28.2 0.5 % 803.3 15.1 % Invesco Great Wall 263.2 157.2 83.6 106.0 67.4 % 73.6 88.0 % Revenue Adjustments: Investment management fees (779.8) (814.4) (817.9) 34.6 (4.2) % 3.5 (0.4) % Service and distribution fees (986.1) (886.3) (629.7) (99.8) 11.3 % (256.6) 40.7 % Other (181.7) (192.3) (160.6) 10.6 (5.5) % (31.7) 19.7 % Total Revenue Adjustments (1) (1,947.6) (1,893.0) (1,608.2) (54.6) 2.9 % (284.8) 17.7 % CIP 39.8 33.5 28.6 6.3 18.8 % 4.9 17.1 % Net revenues (2) 4,501.0 4,415.1 3,818.1 85.9 1.9 % 597.0 15.6 % _________ (1) Total revenue adjustments includes passed through investment management, service and distribution, and other revenues and equal the same amount as the third party distribution, service and advisory expenses. (2) Net revenues are operating revenues less revenue adjustments, plus net revenues from Invesco Great Wall, plus management and performance fees earned from CIP. See "Schedule of Non-GAAP Information" for additional important disclosures regarding the use of net revenues. The impact of foreign exchange rate movements increased operating revenues by$13.2 million , equivalent to 0.2% of total operating revenues during the year endedDecember 31, 2020 when compared to the year endedDecember 31, 2019 ($63.9 million decrease in 2019 or 1.0% of 2019 total operating revenues). Additionally, 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) and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. As discussed in the "Executive Overview" section above, equity markets showed extreme volatility as global markets reacted to the COVID-19 pandemic in the year endedDecember 31, 2020 , with all time highs at the beginning of the period, followed by an extreme downturn and a subsequent recovery resulting in record highs in equity values by the end of the period. The 2020 results were also impacted by shifts in the mix of AUM, resulting both from flows and from the market impact of the COVID-19 pandemic, which has adversely impacted our revenue and resulting revenue yields in 2020. 43
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Table of Contents Investment Management Fees Investment management fees decreased by$55.3 million (1.2%) in the year endedDecember 31, 2020 , to$4,451.0 million (year endedDecember 31, 2019 :$4,506.3 million ). The impact of foreign exchange rate movements increased investment management fees by$11.1 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange movements, investment management fees decreased by$66.4 million (1.5%). Average AUM increased 9.2% when compared to the 2019 period primarily driven by the acquiredOppenheimerFunds business (acquiredMay 24, 2019 ). However, shifts in the mix of AUM, resulting both from flows and from the market impact of the COVID-19 pandemic, resulted in a lower revenue yield on AUM in 2020, which resulted in lower revenues. See the company's disclosures regarding the changes in AUM and revenue yields during the years endedDecember 31, 2020 andDecember 31, 2019 in the "Assets Under Management" section above for additional information regarding the impact of changes in AUM on management fee yields.
Service and Distribution Fees
In the year endedDecember 31, 2020 , service and distribution fees increased by$142.5 million (11.2%) to$1,419.0 million (year endedDecember 31, 2019 :$1,276.5 million ). The impact of foreign exchange rate movements increased service and distribution fees by$0.3 million in the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange movements, service and distribution fees increased by$142.2 million . The total increase is made up of higher distribution fees of$85.1 million , transfer agency fees of$43.6 million , custody fees of$6.1 million and administrative fees of$4.6 million . The increase is primarily a result of revenues earned from the acquiredOppenheimerFunds business (acquiredMay 24, 2019 ). Performance Fees Of our$1,349.9 billion in AUM atDecember 31, 2020 , approximately$59.1 billion or 4.4%, could potentially earn performance fees, including carried interests and performance fees related to partnership investments and separate accounts. Of our$1,226.2 billion in AUM atDecember 31, 2019 , approximately$48.5 billion or 4.0%, could potentially earn performance fees, including carried interests and performance fees related to partnership investments and separate accounts. In the year endedDecember 31, 2020 , performance fees decreased by$36.6 million (35.8%) to$65.6 million (year endedDecember 31, 2019 :$102.2 million ). Performance fees in 2020 were primarily generated by$52.1 million from real estate,$7.1 million from fixed income,$3.5 million fromUK closed end funds, and$3.0 million from institutional funds. Performance fees in 2019 were primarily generated by$59.2 million from real estate,$20.1 million from fixed income,$11.4 million from private equity funds,$7.1 million fromUK closed end funds, and$4.4 million from institutional funds.
Other Revenues
In the year endedDecember 31, 2020 , other revenues decreased by$22.4 million (9.6%) to$210.0 million (year endedDecember 31, 2019 :$232.4 million ). The impact of foreign exchange rate movements increased other revenues by$0.5 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . The decrease in other revenues was primarily driven by decreases in UIT front end fees of$19.6 million , front end fees of$2.5 million and real estate transaction fees of$2.4 million , partially offset by an increase in other transaction fees of$1.5 million .
Invesco Great Wall
The company's most significant joint venture arrangement is our 49% investment inInvesco Great Wall Fund Management Company Limited (the "Invesco Great Wall" joint venture). Management believes that the net revenues from Invesco Great Wall should be added to total operating revenues to arrive at net revenues, as it is important to evaluate the contribution to the business that Invesco Great Wall is making. See "Schedule of Non-GAAP Information" for additional disclosures regarding the use of net revenues. The company began reporting 100% of Invesco Great Wall in its net revenues and adjusted operating expenses in the third quarter of 2018. As a result, the company's non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable to non-controlling interests. 44
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Net revenues from Invesco Great Wall were$263.2 million and average AUM was$50.0 billion for the year endedDecember 31, 2020 (net revenues were$157.2 million and average AUM was$35.6 billion , for the year endedDecember 31, 2019 ). The impact of foreign exchange rate movements for the year endedDecember 31, 2020 increased net revenues from Invesco Great Wall by$3.0 million as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange movements, net revenues from Invesco Great Wall were$260.2 million . The increase in revenue is driven by a 58.5% increase in management fees, reflective of a 40.4% increase in average AUM in the year endedDecember 31, 2020 when compared to the prior period as well as increased performance fees of$34.4 million compared to$6.2 million in 2019.
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 increased by$6.3 million to$39.8 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$33.5 million ). The increase is primarily due to the increase in management fees earned from newly launched CLOs.
Operating Expenses
The main categories of operating expenses, and the dollar and percentage changes
between periods, are as follows:
Variance Years ended December 31, 2020 vs 2019 2019 vs 2018 $ in millions 2020 2019 2018 $ Change % Change $ Change % Change Third-party distribution, service and advisory 1,947.6 1,893.0 1,608.2 54.6 2.9 % 284.8 17.7 % Employee compensation 1,807.9 1,709.3 1,494.4 98.6 5.8 % 214.9 14.4 % Marketing 83.3 135.6 134.8 (52.3) (38.6) % 0.8 0.6 % Property, office and technology 512.3 494.1 410.5 18.2 3.7 % 83.6 20.4 % General and administrative 480.8 404.2 324.4 76.6 19.0 % 79.8 24.6 % Transaction, integration and restructuring 393.3 673.0 136.9 (279.7) (41.6) % 536.1 391.6 % Total operating expenses 5,225.2 5,309.2 4,109.2 (84.0) (1.6) % 1,200.0 29.2 %
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 % of Total Operating % of Operating Operating % of Operating Operating % of Operating $ in millions 2020 Expenses Revenues 2019 Expenses Revenues 2018 Expenses Revenues Third-party distribution, service and advisory 1,947.6 37.3 % 31.7 % 1,893.0 35.7 % 30.9 % 1,608.2 39.1 % 30.3 % Employee compensation 1,807.9 34.6 % 29.4 % 1,709.3 32.2 % 27.9 % 1,494.4 36.4 % 28.1 % Marketing 83.3 1.6 % 1.4 % 135.6 2.6 % 2.2 % 134.8 3.3 % 2.5 % Property, office and technology 512.3 9.8 % 8.3 % 494.1 9.3 % 8.1 % 410.5 10.0 % 7.7 % General and administrative 480.8 9.2 % 7.8 % 404.2 7.6 % 6.6 % 324.4 7.9 % 6.1 % Transaction, integration and restructuring 393.3 7.5 % 6.4 % 673.0 12.7 % 11.0 % 136.9 3.3 % 2.6 % Total operating expenses 5,225.2 100.0 % 85.0 % 5,309.2 100 % 86.8 % 4,109.2 100.0 % 77.3 % 45
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During the year endedDecember 31, 2020 , operating expenses decreased by$84.0 million (1.6%) to$5,225.2 million (year endedDecember 31, 2019 :$5,309.2 million ). The impact of foreign exchange rate movements decreased operating expenses by$4.0 million , or 0.1% of total operating expenses, during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 .
Third-Party Distribution, Service and Advisory
Third-party distribution, service and advisory expenses include periodic "renewal" commissions paid to brokers and independent financial advisors for the continuing oversight of their clients' assets over the time they are invested and are payments for the servicing of client accounts. Renewal commissions are calculated based upon a percentage of the AUM value and apply to much of the company's non-U.S. retail operations. As discussed above, the revenues from the company'sU.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds as third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. Third-party distribution expenses also include the amortization of upfront commissions paid to broker-dealers for sales of fund shares with a contingent deferred sales charge (a charge levied to the investor for client redemption of AUM within a certain contracted period of time). The upfront distribution commissions are amortized over the redemption period. Also included in third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client common share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds. Third party distribution service and advisory expenses increased by$54.6 million (2.9%) in the year endedDecember 31, 2020 to$1,947.6 million (year endedDecember 31, 2019 :$1,893.0 million ). The impact of foreign exchange rate movements increased third party costs by$1.0 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange rate changes, the increase in costs was$53.6 million . Included are increases of$97.1 million in service fees (primarily 12b-1 and transfer agent fees),$22.9 million in sales commissions,$12.2 million in fund expenses,$4.4 million in unitary fees and$4.2 million in front end load commissions. These increases were partially offset by decreases of$53.8 million in transaction fees and$40.1 million in renewal commissions. The increase is primarily a result of increased AUM from the acquiredOppenheimerFunds business (acquiredMay 24, 2019 ). See "Schedule of Non-GAAP Information" for additional disclosures.
Employee Compensation
Employee compensation includes salary, cash bonuses and common share-based
payment plans designed to attract and retain the highest caliber employees.
Employee staff benefit plan costs and payroll taxes are also included in
employee compensation.
Employee compensation increased$98.6 million (5.8%) to$1,807.9 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$1,709.3 million ). The impact of foreign exchange rate movements increased employee compensation by$3.0 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange rate changes, the increase in employee compensation was$95.6 million . The increase was related to an increase of$57.3 million in base salaries and$47.3 million in staff bonus and commissions, partially offset by$9.0 million in other variable compensation. The increase was driven by increased average headcount for the year endedDecember 31, 2020 versusDecember 31, 2019 as a result of theOppenheimerFunds acquisition (acquiredMay 24, 2019 ). Headcount atDecember 31, 2020 was 8,512 (December 31, 2019 ; 8,821), with the decrease primarily due to the strategic evaluation initiative impacts in the fourth quarter of 2020 as well as realized synergies occurring after theOppenheimerFunds acquisition.
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, and the cost of marketing-related employee travel. Marketing expenses decreased by$52.3 million (38.6%) in the year endedDecember 31, 2020 to$83.3 million (year endedDecember 31, 2019 :$135.6 million ). The impact of foreign exchange rate movements increased marketing expenses by$0.2 million . After allowing for foreign exchange rate movements, marketing expenses decreased$52.5 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . The decrease was related to decreased travel, client events and advertising as a result of the COVID-19 pandemic. 46
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Property, Office and Technology
Property, office and technology expenses include rent and utilities for our various leased facilities, depreciation of company-owned property, capitalized software and computer equipment costs, minor non-capitalized computer equipment and software purchases and related maintenance payments, and costs related to externally provided operations, technology, middle office and back office management services. Property, office and technology expenses increased by$18.2 million (3.7%) to$512.3 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$494.1 million ). The impact of foreign exchange rate movements decreased property, office and technology expenses by$0.3 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange rate movements, expenses increased$18.5 million . This increase was primarily comprised of lease expenses, software maintenance and depreciation. The increase is primarily a result of the acquiredOppenheimerFunds business (acquiredMay 24, 2019 ).
General and Administrative
General and administrative expenses include professional services costs, such as information service subscriptions, irrecoverable indirect taxes, non-marketing related employee travel expenditures, consulting fees, audit, tax and legal fees, professional insurance costs and recruitment and training costs. General and administrative expenses increased by$76.6 million (19.0%) to$480.8 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$404.2 million ). The impact of foreign exchange rate movements decreased general and administrative expenses by$7.9 million during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . After allowing for foreign exchange rate movements, the increase was$84.5 million . The increase was primarily driven by the previously disclosed S&P 500 equal weight funds rebalancing correction of$105.3 million . (See Note 20, "Commitments and Contingencies", for additional details). The remaining increase in general and administrative expense was a result of the acquiredOppenheimerFunds business (acquiredMay 24, 2019 ) with increases in professional services and regulatory costs, fund expenses, market data services costs and irrecoverable indirect taxes and temporary labor expenses, partially offset by decreases in travel expenses and fund expenses incurred by CIP.
Transaction, Integration and Restructuring
The transaction, integration and restructuring charges reflect legal, regulatory, advisory, valuation and other professional services or consulting fees, and travel costs related to a business combination transaction or restructuring initiatives related to changes in the scope of the business or the manner in which the business is conducted. Also included in these charges are severance-related expenses and any contract termination costs associated with these efforts. Additionally, these charges reflect the costs of temporary staff involved in executing the transaction or initiative, and the costs of amortizing acquired intangible assets and integrating an acquired business into the company's existing operations, including incremental costs associated with achieving expense savings following a business combination or restructuring initiative. Transaction, integration and restructuring charges were$393.3 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$673.0 million ). Transaction and integration related costs were$245.5 million during the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$659.8 million ) primarily related to theOppenheimerFunds acquisition. Transaction and integration costs include$78.4 million of compensation related expenses,$62.5 million of amortization of management contracts and other intangible assets,$59.1 million of professional services costs,$17.8 million related to lease charges,$8.0 million related to accelerated amortization and$15.3 million of other expenses. Restructuring costs were$147.8 million for the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$13.2 million ). Restructuring costs related to the strategic evaluation initiative announced in the third quarter of 2020 were$119.0 million , which is primarily composed of severance and other personnel-related charges. (See Note 14, "Restructuring", for additional details). Other restructuring costs related to additional cost-saving initiatives were$28.8 million which included compensation related expenses of$14.7 million and non-compensation related expenses of$14.1 million . 47
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Operating Income, Adjusted Operating Income, Operating Margin and Adjusted
Operating Margin
Operating income increased by$112.2 million (13.9%) to$920.4 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$808.2 million ). Operating margin (operating income divided by operating revenues), increased to 15.0% in the year endedDecember 31, 2020 from 13.2% in the year endedDecember 31, 2019 . Adjusted operating income increased by$8.7 million (0.5%) to$1,664.5 million in the year endedDecember 31, 2020 from$1,655.8 million in the year endedDecember 31, 2019 . Adjusted operating margin decreased to 37.0% in the year endedDecember 31, 2020 from 37.5% in the year endedDecember 31, 2019 . See "Schedule of Non-GAAP Information" for a reconciliation of operating revenues to net revenues, a reconciliation of operating income to adjusted operating income and additional important disclosures regarding net revenues, adjusted operating income and adjusted operating margin.
Other Income and Expenses
The main categories of other income and expenses, and the dollar and percentage
changes between periods are as follows:
Variance Years ended December 31, 2020 vs 2019 2019 vs 2018 $ in millions 2020 2019 2018 $ Change % Change $ Change % Change Equity in earnings of unconsolidated affiliates 72.7 56.4 33.8 16.3 28.9 % 22.6 66.9 % Interest and dividend income 20.5 28.5 21.3 (8.0) (28.1) % 7.2 33.8 % Interest expense (129.3) (135.7) (111.5) 6.4 (4.7) % (24.2) 21.7 % Other gains and losses, net 44.9 65.7 (40.0) (20.8) (31.7) % 105.7 N/A Other income/(expense) of CIP, net 139.9 149.8 29.6 (9.9) (6.6) % 120.2 406.1 % Total other income and expenses 148.7 164.7 (66.8) (16.0) (9.7) % 231.5 (346.6) %
Equity in earnings of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates increased by
(28.9%) to
joint venture investments in
Interest expense
Interest expense decreased by$6.4 million (4.7%) to$129.3 million in the year endedDecember 31, 2020 (year endedDecember 31, 2019 :$135.7 million ), driven by the lower average balance on the credit facility during the year endedDecember 31, 2020 compared to the year endedDecember 31, 2019 .
Other gains and losses, net
Other gains and losses, net were a gain of$44.9 million in the year endedDecember 31, 2020 , compared to a net gain of$65.7 million in the year endedDecember 31, 2019 . Included in the 2020 gain were$57.5 million of gains on the appreciation of investments and instruments related to our deferred compensation plans,$15.3 million of gains on the mark-to-market of acquisition-related contingent consideration liabilities, and$2.5 million of gains related to our defined benefit pension plan. These gains were partially offset by losses during the period of$15.8 million related to the mark-to-market on seed money investments, net realized investment losses of$9.8 million , an investment impairment charge of$3.6 million and$2.4 million of net foreign exchange losses on intercompany loans. See Item 8, Financial Statements and Supplementary Data, - Note 16, "Other Gains and Losses, Net," for additional information.
Other income/(expense) of CIP
In the year endedDecember 31, 2020 , interest and dividend income of CIP decreased by$43.1 million (12.5%) to$302.3 million (year endedDecember 31, 2019 :$345.4 million ). Interest expense of CIP decreased by$34.0 million (14.9%) to$194.5 million (year endedDecember 31, 2019 :$228.5 million ). The decrease in interest income and interest expense of CIP is primarily due to less net interest income for CLOs in 2020. 48
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Included in other gains/(losses) of CIP, net, are realized and unrealized gains and losses on the underlying investments and debt of CIP. In the year endedDecember 31, 2020 , other gains and losses of CIP were a net gain of$32.1 million , compared to a net gain of$32.9 million in the year endedDecember 31, 2019 . The net gain during 2020 was attributable to market-driven gains of investments held by consolidated funds.
Net impact of CIP and related noncontrolling interests in consolidated entities
The net impact to net income attributable toInvesco Ltd. in each period primarily represents the changes in the value of the company's holding in its consolidated CLOs, which is reclassified into other gains/(losses) from accumulated other comprehensive income upon consolidation. The consolidation of investment products during the year endedDecember 31, 2020 resulted in a net increase to net income attributable toInvesco Ltd. of$9.4 million (year endedDecember 31, 2019 :$1.6 million net decrease). Noncontrolling interests in consolidated entities represent the profit or loss amounts attributed to third party investors in CIP. The impact of any gains or losses resulting from valuation changes in the investments of non-CLO CIP attributable to the interests of third parties are offset by resulting changes in gains and losses attributable to noncontrolling interests in consolidated entities and therefore do not have a material effect on the financial condition, operating results (including earnings per common share), liquidity or capital resources of the company's common shareholders. Similarly, any gains or losses resulting from valuation changes in the investments of CLOs attributable to the interests of third parties are offset by the calculated value of the notes issued by the CLOs (offsetting in other gains/(losses) of CIP) and therefore also do not have a material effect on the financial condition, operating results (including earnings per common share), liquidity or capital resources of the company's common shareholders.
Additionally, CIP represent less than 1% of the company’s AUM. Therefore, the
net gains or losses of CIP are not indicative of the performance of the
company’s aggregate AUM.
Income Before Taxes
Total income before taxes includes income/losses of CIP; however, the company's operating revenues earned from CIP are not included in operating revenues underU.S. GAAP, as such operating revenues are eliminated upon consolidation. Therefore, Foreign operating revenues in Item 8. Financial Statements and Supplementary Data, Note 19, "Geographic Information," in which CIP has been eliminated, may not correlate. TotalU.S. income before taxes increased$334.7 million during the year endedDecember 31, 2020 to$845.8 million from$511.1 million for the year endedDecember 31, 2019 and includesU.S. income of CIP of$40.1 million (December 31, 2019 :$24.2 million ).U.S. income from CIP increased$15.9 million (65.7%) from 2019 primarily due to the impact of gains on consolidated retail products. Excluding CIP,U.S. income before taxes in 2020 increased$318.8 million (65.5%) fromDecember 31, 2019 due to a larger increase inU.S. operating revenues than operating expenses. Total Foreign income before taxes decreased$238.5 million during the year endedDecember 31, 2020 to$223.3 million from$461.8 million during the year endedDecember 31, 2019 and includes foreign income of CIP of$15.2 million (December 31, 2019 : foreign income of CIP of$23.7 million ). Foreign income from CIP decreased$8.5 million (35.6%) from 2019 primarily due to lower net gains on consolidated retail products. Excluding CIP, foreign income decreased by$230.0 million (52.5%) from 2019 due to a larger decrease in foreign operating revenues and other income than operating expenses.
Income Tax Expense
Our effective tax rate increased to 24.5% for the year endedDecember 31, 2020 from 24.2% for the year endedDecember 31, 2019 primarily due to the increase in income generated in higher taxing jurisdictions relative to total income and an increase in the unfavorable adjustment for common share-based compensation. For additional income tax information, refer to Note 17, "Taxation," in Item 8. Financial Statements and Supplementary Data. 49
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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 toInvesco Ltd. and adjusted diluted earnings per common share (EPS). The company believes the adjusted measures provide valuable insight into the company's ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company's management with the establishment of operational budgets and forecasts and assist the Board of Directors and management of the company in determining incentive compensation decisions. The most directly comparableU.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable toInvesco Ltd. and diluted EPS. Each of these measures is discussed more fully below. The following are reconciliations of operating revenues, operating income (and by calculation, operating margin), and net income attributable toInvesco Ltd. (and by calculation, diluted EPS) on aU.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 toInvesco Ltd. (and by calculation, adjusted diluted EPS). These non-GAAP measures should not be considered as substitutes for anyU.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:
$ in millions
2020 2019 2018 2017 2016 Operating revenues, U.S. GAAP basis 6,145.6 6,117.4 5,314.1 5,160.3 4,734.4 Invesco Great Wall (1) 263.2 157.2 83.6 48.7 43.7 Revenue Adjustments: (2) Investment management fees (779.8) (814.4) (817.9) (914.2) (840.1) Service and distribution fees (986.1) (886.3) (629.7) (551.2) (547.6) Other (181.7) (192.3) (160.6) (21.1) (19.5) Total Revenue Adjustments (1,947.6) (1,893.0) (1,608.2) (1,486.5) (1,407.2) CIP (3) 39.8 33.5 28.6 32.4 22.3 Net revenues 4,501.0 4,415.1 3,818.1 3,754.9 3,393.2
Reconciliation of Operating income to Adjusted operating income:
$ in millions
2020 2019 2018 2017 2016 Operating income, U.S. GAAP basis 920.4 808.2 1,204.9 1,279.1 1,152.4 Invesco Great Wall (1) 143.7 76.5 31.1 18.4 15.9 CIP (3) 62.0 61.6 44.8 42.9 51.0 Transaction, integration and restructuring (4) 393.3 673.0 136.9 101.8 69.0 Compensation expense related to market valuation changes in deferred compensation plans (5) 39.8 36.5 (3.2) 20.3 8.1 Other reconciling items (6) 105.3 - (22.8) 19.7 1.0 Adjusted operating income 1,664.5 1,655.8 1,391.7 1,482.2 1,297.4 Operating margin* 15.0 % 13.2 % 22.7 % 24.8 % 24.3 % Adjusted operating margin** 37.0 % 37.5 % 36.5 % 39.5 % 38.2 % 50
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Reconciliation of Net income attributable toInvesco Ltd. to Adjusted net income attributable toInvesco Ltd. : $ in millions, except per common share data 2020 2019 2018 2017 2016 Net income attributable toInvesco Ltd. ,U.S. GAAP basis 524.8 564.7 882.8 1,127.3 854.2 CIP (3) (9.4) 1.6 (8.8) (2.3) (3.0) Transaction, integration and restructuring, net of tax (4) 339.7 558.1 138.6 91.9 68.3 Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax (5) (20.1) (7.9) 15.4 (4.6) (2.5) Other reconciling items, net of tax (6) 57.9 7.5 (25.3) (106.4) 7.1 Adjusted net income attributable to Invesco Ltd. 892.9 1,124.0 1,002.7 1,105.9 924.1 Average common shares outstanding - diluted 462.5 440.5 412.5 409.9 415.0 Diluted EPS$1.13 $1.28 $2.14 $2.75 $2.06 Adjusted diluted EPS***$1.93 $2.55 $2.43 $2.70 $2.23 ____________ * Operating margin is equal to operating income divided by operating revenues. ** Adjusted operating margin is equal to adjusted operating income divided by net revenues. *** Adjusted diluted EPS is equal to adjusted net income attributable toInvesco Ltd. divided by the weighted average number of common and restricted common shares outstanding. There is no difference between the calculated earnings per common share amounts presented above and the calculated earnings per common share amounts under the two class method. (1) Invesco Great Wall Prior to the third quarter of 2018, management reflected its interests in Invesco Great Wall on a proportional consolidation basis, which was consistent with the presentation of our share of the AUM from these investments. Given the company's influence on Invesco Great Wall, a change in regulation allowing increased foreign ownership, and reaching oral agreement in principle in the third quarter of 2018 to obtain a majority stake of the joint venture, the company began reporting 100% of the flows and AUM for Invesco Great Wall. Also beginning in the third quarter of 2018, the company's non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable to non-controlling interests. (2) Revenue Adjustments Management believes that adjustments to investment management fees, service and distribution fees and other revenues from operating revenues appropriately reflect these revenues as being passed through to external parties who perform functions on behalf of, and distribute, the company's managed funds. Further, these adjustments vary by geography due to the differences in distribution channels. The net revenue presentation assists in identifying the revenue contribution generated by the business, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison withU.S. peer investment managers and within Invesco's own investment units. Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This financial measure is an indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company's performance relative to industry competitors and within the company for capital allocation purposes. Investment management fees are adjusted by renewal commissions and certain administrative fees. Service and distribution fees are primarily adjusted by distribution fees passed through to broker dealers for certain share classes and pass through fund-related costs. Other is primarily adjusted by transaction fees passed through to third parties. While the terms used for these types of adjustments vary by geography, they are all costs that are driven by the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements, the company must reflect these revenues and expenses gross underU.S. GAAP on the consolidated statements of income. 51
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(3) CIP See Item 8, Financial Statements and Supplementary Data, Note 21, "Consolidated Investment Products," for a detailed analysis of the impact to the company's Consolidated Financial Statements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove the revenues and expenses recorded by the consolidated products that have been included in theU.S. GAAP Consolidated Statements of Income. 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, operating income and net income for the impact of CIP in calculating the respective net revenues, adjusted operating income and adjusted net income. CIP Revenue: Year ended December 31, $ in millions, except per common share data 2020 2019 2018 2017 2016 Management fees earned from CIP, eliminated upon consolidation 39.8 33.5 28.6 25.5 20.8 Performance fees earned from CIP, eliminated upon consolidation - - - 6.9 1.5 CIP related adjustments in arriving at net revenues 39.8 33.5 28.6 32.4 22.3 (4) Transaction, integration and restructuring related adjustments The transaction, integration and restructuring charges reflect legal, regulatory, advisory, valuation and other professional services or consulting fees, and travel costs related to a business combination transaction or restructuring initiatives related to changes in the scope of the business, or manner in which the business is conducted. Also included in these charges are severance-related expenses and any contract termination costs associated with these efforts. Additionally, these charges reflect the costs of temporary staff involved in executing the transaction or initiative, and the costs of amortizing acquired intangible assets and integrating an acquired business into the company's existing operations, including incremental costs associated with achieving synergy savings following a business combination or restructuring initiative. Management believes it is useful to investors and other users of our Consolidated Financial Statements to adjust for the transaction, integration and restructuring charges in arriving at adjusted operating income, adjusted operating margin and adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and restructuring related charges. See "Results of Operations for the Year EndedDecember 31, 2020 compared toDecember 31, 2019 -- Transaction, Integration and Restructuring" for additional details.
(5) Market movement on deferred compensation plan liabilities
Certain deferred compensation plan awards are linked to the appreciation (depreciation) of specified investments, typically managed by the company. Invesco hedges economically the exposure to market movements by holding these investments on its balance sheet and through total return swap financial instruments.U.S. GAAP requires the appreciation (depreciation) in the compensation liability to be expensed over the award vesting period in proportion to the vested amount of the award as part of compensation expense. The full value of the investment and financial instrument appreciation (depreciation) are immediately recorded below operating income in other gains and losses. This creates a timing difference between the recognition of the compensation expense and the investment gain or loss impacting net income attributable toInvesco Ltd. and diluted EPS which will reverse over the life of the award and net to zero at the end of the multi-year vesting period. During periods of high market volatility, these timing differences impact compensation expense, operating income and operating margin in a manner which, over the life of the award, will ultimately be offset by gains and losses recorded below operating income on the Consolidated Statements of Income. The non-GAAP measures exclude the mismatch created by differingU.S. GAAP treatments of the market movement on the liability and the investments. 52
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Since these plans are hedged economically, management believes it is useful to reflect the offset ultimately achieved from hedging the investment market exposure in the calculation of adjusted operating income (and by calculation, adjusted operating margin) and adjusted net income (and by calculation, adjusted diluted EPS), to produce results that will be more comparable period to period. The related fund shares or swaps will have been purchased on or around the date of grant, eliminating any ultimate cash impact from market movements that occur over the vesting period. Additionally, dividend income from investments held to hedge economically deferred compensation plans is recorded as dividend income and as compensation expense on the company's Consolidated Statements of Income on the record dates. This dividend income is passed through to the employee participants in the plan and is not retained by the company. The non-GAAP measures exclude this dividend income and related compensation expense.
See below for a reconciliation of deferred compensation related items:
$ in millions
2020 2019 2018 2017 2016 Market movement on deferred compensation plan liabilities: Compensation expense related to market valuation changes in deferred compensation liability 39.8 36.5 (3.2) 20.3 8.1 Adjustments to operating income 39.8 36.5 (3.2) 20.3 8.1 Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense) (65.8) (46.8) 23.1 (27.6) (12.1)
Taxation:
Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense 5.9 2.4 (4.5) 2.7 1.5 Adjustments to net income attributable to Invesco Ltd. (20.1) (7.9) 15.4 (4.6) (2.5) 53
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Table of Contents (6) Other reconciling items Each of these other reconciling items has been adjusted fromU.S. GAAP to arrive at the company's non-GAAP financial measures for the reasons either outlined in the paragraphs above, due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted fromU.S. GAAP in a prior period. $ in millions 2020 2019 2018 2017 2016 Other non-GAAP adjustments: Fund rebalancing correction (a) 105.3 - -
Prior period impact of multi-year VAT tax recovery
(b)
- - (22.8) - - Senior executive retirement and related costs (c) - - - 19.7 - Regulatory charge - - - - 1.0 Adjustments to operating income 105.3 - (22.8) 19.7 1.0 Foreign exchange hedge (d) (1.2) 0.9 (8.2) 20.6 (14.2) Change in contingent consideration estimates (e) (15.2) 7.8 (0.9) (7.6) 7.4 Foreign exchange gain related to business acquisitions (f) - - - (12.1) - Other-than-temporary impairment (g) - - - - 17.8 Employee benefit plan termination (h) - - - - (8.6)
Taxation:
Taxation on fund rebalancing correction (a) (25.3) - - - - Taxation on foreign exchange hedge amortization (d) 0.3 (0.2) 2.1 (7.8) 5.0 Taxation on change in consideration estimates (e) 3.7 (1.0) 0.2 2.9 (2.8) State tax uncertain tax position (i) (9.0) - - 12.2 - Impact of tax rate changes (j) (0.7) - - (130.7) -
Taxation on prior period impact of multi-year VAT
tax recovery (b)
- - 4.3 - -
Taxation on senior executive retirement and related
costs (c)
- - - (5.9) - Taxation on foreign exchange gain related to business acquisitions (f) - - - 2.3 - Taxation on employee benefit plan termination (h) - - - - 3.3 Taxation on regulatory-related charges - - - - (1.8) Adjustments to net income attributable to Invesco Ltd. 57.9 7.5 (25.3) (106.4) 7.1 ____________ (a)The company recorded a charge of$105.3 million in the second quarter of 2020 due to a previously disclosed S&P 500 equal weight funds rebalancing correction. Due to the unique character and magnitude of this item, it has been adjusted fromU.S. GAAP to arrive at the company's non-GAAP financial measures. (b)As a result of an increase in our recoverable VAT from applying additional regulatory guidance, a credit was recorded in the third quarter of 2018. The portion of the cumulative adjustment representing 2015 through 2017 has been removed for non-GAAP purposes. (c)Operating expenses for 2017 reflect the cost of multiple senior executive retirements. The costs incurred in one quarter were unprecedented, and the company deemed it appropriate to adjust these costs from theU.S. GAAP total compensation in an effort to isolate and evaluate our level of compensation going forward. The result of this adjustment was$19.7 million related to accelerated vesting of deferred compensation and other separation costs. (d)Included within other gains and losses, net is the mark-to-market of foreign exchange put option contracts intended to provide protection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and the Euro/U.S. Dollar foreign exchange rates. The Pound Sterling contracts provided coverage throughJune 30, 2020 , and the Euro contracts provided coverage throughDecember 27, 2017 . The adjustment fromU.S. GAAP to non- 54
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GAAP earnings removes the impact of market volatility; therefore, the company's non-GAAP results include only the amortization of the cost of the contracts during the contract period. (e)In 2019, the company made digital wealth acquisitions, which resulted in a contingent consideration liability. Adjustment to the fair value of the digital wealth acquisitions contingent consideration liability is a decrease of$6.2 million in 2020. In 2015, the company acquired investment management contracts from Deutsche Bank, and the purchase price was solely comprised of contingent consideration payable in future periods. Remaining adjustments represent the change in the fair value of the Deutsche Bank contingent consideration liability. (f)Other gains and losses for 2017 includes a realized gain of$12.1 million related to revaluation of Euros held in theUK in anticipation of payment for the European ETF business acquisition. (g)Other-than-temporary impairment includes an impairment charge of$17.8 million in 2016 that is related to the acquisition ofInvesco Asset Management (India) Private Limited . (h)Employee benefit plan termination: Operating expenses for 2016 include an incremental credit of$8.6 million related to an employee benefit plan termination. (i)The income tax provision for 2020 includes a tax benefit of$9.0 million resulting from the reversal of the accrual for uncertain tax positions which was included in the$12.2 million of expense related to uncertain tax positions originally reflected in the income tax provision in 2017. Both the 2017 expense and the 2020 benefit have been removed from the company's non-GAAP results in the respective periods. (j)2020 included both a non-cash income tax benefit of$4.3 million arising from the revaluation of certain intangible deferred tax liabilities due to tax rate changes partially offset by a non-cash income tax expense of$3.6 million arising from the revaluation of certain deferred tax liabilities due to the increase in theUK corporate tax rate. 2017 included a$130.7 million tax benefit due to the revaluation of deferred tax assets and liabilities to reflect the impacts of the 2017 Tax Cut and Jobs Act enacted inthe United States . 55
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Table of Contents Balance Sheet Discussion (1) The following table represents a reconciliation of the balance sheet information presented on aU.S. GAAP basis to the balance sheet information excluding the impact of CIP and policyholder balances for the reasons outlined in footnote 1 to the table: As ofDecember 31, 2020 As ofDecember 31, 2019 Balance sheet information $ in millionsU.S. GAAP Impact of CIP Impact of Policyholders As AdjustedU.S. GAAP Impact of CIP Impact of Policyholders As Adjusted
ASSETS
Cash and cash equivalents 1,408.4 - - 1,408.4 1,049.0 - - 1,049.0 Unsettled fund receivables 109.4 - - 109.4 162.7 - - 162.7 Investments 826.8 (421.4) - 1,248.2 829.5 (640.2) - 1,469.7 Assets of CIP: Investments and other assets of CIP 8,085.5 8,085.5 - - 7,980.9 7,980.9 - - Cash and cash equivalents of CIP 301.7 301.7 - - 652.2 652.2 - - Assets held for policyholders 7,582.1 - 7,582.1 - 10,835.6 - 10,835.6 -Goodwill and intangible assets, net 16,221.9 - - 16,221.9 15,867.7 - - 15,867.7 Other assets (2) 1,968.3 (5.1) - 1,973.4 2,042.7 (5.6) - 2,048.3 Total assets 36,504.1 7,960.7 7,582.1 20,961.3 39,420.3 7,987.3 10,835.6 20,597.4 LIABILITIES Liabilities of CIP: Debt of CIP 6,714.1 6,714.1 - - 6,234.6 6,234.6 - - Other liabilities of CIP 588.6 588.6 - - 949.6 949.6 - - Policyholder payables 7,582.1 - 7,582.1 - 10,835.6 - 10,835.6 - Unsettled fund payables 98.4 - - 98.4 154.2 - - 154.2 Long-term debt 2,082.6 - - 2,082.6 2,080.3 - - 2,080.3 Other liabilities (3) 4,417.6 - - 4,417.6 4,464.2 (35.2) - 4,499.4 Total liabilities 21,483.4 7,302.7 7,582.1 6,598.6 24,718.5 7,149.0 10,835.6 6,733.9 EQUITY Total equity attributable toInvesco Ltd. 14,361.8 (0.1) - 14,361.9 13,862.5 (0.1) - 13,862.6 Noncontrolling interests (4) 658.9 658.1 - 0.8 839.3 838.4 - 0.9 Total equity 15,020.7 658.0 - 14,362.7 14,701.8 838.3 - 13,863.5 Total liabilities and equity 36,504.1 7,960.7 7,582.1 20,961.3 39,420.3 7,987.3 10,835.6 20,597.4 ____________ (1) These tables include non-GAAP presentations. Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco's shareholder's equity. (2) Amounts include restricted cash, accounts receivable, prepaid assets, property, equipment and software, right-of-use assets and other assets. (3) Amounts include accrued compensation and benefits, accounts payable and accrued expenses, lease liability and deferred tax liabilities. (4) Amounts include redeemable noncontrolling interests in consolidated entities and equity attributable to nonredeemable noncontrolling interests in consolidated entities. 56
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Table of Contents Cash and cash equivalents Cash and cash equivalents increased by$359.4 million from$1,049.0 million atDecember 31, 2019 to$1,408.4 million atDecember 31, 2020 . See "Cash Flows Discussion" in the following section within this Management's Discussion and Analysis for additional discussion regarding the movements in cash flows during the periods. See Item 8, Financial Statements and Supplementary Data - Note 1, "Accounting Policies - Cash and Cash Equivalents," regarding requirements to retain liquid resources in certain jurisdictions.
Investments
As ofDecember 31, 2020 , we had$826.8 million in investments (December 31, 2019 :$829.5 million ). Included in investments are$153.5 million of seed money investments in affiliated funds used to seed funds as we launch new products, and$202.7 million of investments related to assets held for deferred compensation plans, which are also held primarily in affiliated funds. Seed investments decreased by a net$82.0 million during the year endedDecember 31, 2020 . The decreases in the period were redemptions of$311.5 million and$17.1 million of market valuation changes and foreign exchange movements. The decrease in the period was partially offset by purchases of$56.5 million and a non-cash increase of$190.1 million due to the deconsolidation of certain CIP in the period (restoring the company's formerly eliminated investment balances). Investments related to deferred compensation awards increased by a net$10.3 million during the period due to purchases of$25.1 million and$17.1 million of market valuation changes and foreign exchange movements. The increase in the period was partially offset by dispositions of$31.9 million . Included in investments are$426.1 million in equity method investments in Invesco Great Wall and in certain of the company's private equity partnerships, real estate partnerships and other co-investments (December 31, 2019 :$350.8 million ). The increase of$75.3 million in equity method investments was driven by an increase from partnership contributions of$53.2 million ,$72.7 million in current period earnings and a non-cash increase of$49.4 million related to the deconsolidation of certain investments during the period (restoring the company's formerly eliminated investment balances). This increase was partially offset by a decrease of$71.8 million due to distributions from partnership investments,$27.6 million due to the Invesco Great Wall dividend and$0.6 million in market valuation changes and foreign exchange rates. Also included in investments are foreign time deposits of$29.9 million , a decrease of$2.1 million from theDecember 31, 2019 balance of$32.0 million .
Assets held for policyholders and policyholder payables
One of our subsidiaries,Invesco Pensions Limited , is an insurance company that was established to facilitate retirement savings plans in theUK . The entity holds assets that are managed for its clients on its balance sheet with an equal and offsetting liability. The decrease in the balance of these accounts from$10,835.6 million atDecember 31, 2019 to$7,582.1 million atDecember 31, 2020 , was the result of net business outflows of$3,357.5 million and negative market movements of$3.6 million , partially offset by positive foreign exchange rate movements of$107.6 million .
Liquidity and Capital Resources
Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our credit facility and further capital market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating, debt and other obligations as they come due and anticipated future capital requirements. Material changes in the company's capital structure over the last two years include: 2020: In an effort to maintain financial flexibility and maintain capital strength, the company reduced our common dividend to$0.155 per common share beginning with the dividend paid in the second quarter of 2020. Also, onApril 23, 2020 , the company announced its plan to redeem approximately$200 million of seed capital investments where appropriate from certain of our investment products. As ofDecember 31, 2020 , the company has redeemed$232 million of seed capital investments.
As the company’s focus is on increasing financial strength and building
liquidity, the company did not repurchase any of its shares in the open market
during 2020. An aggregate of 3.4 million common shares were withheld in the
amount of
share vestings during the year ended
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In regard to its previously completed forward contracts, the company prepaid$191 million against the forward payable, resulting in a remaining forward contract liability of$309 million as ofDecember 31, 2020 . The$117 million liability related to the forward contract entered into onMay 13, 2019 was settled onJanuary 4, 2021 . The remaining amounts owed on the forward contracts entered into in July and August of 2019 will settle onApril 1, 2021 for$177 million ($192 million liability net of$15 million of collateral paid). Refer to Note 10, "Share Capital," for additional details.
As of
was zero.
2019: As discussed in Note 2, "Business Combinations, the company completed its acquisition ofOppenheimerFunds onMay 24, 2019 . Consideration for the acquisition included 81.9 million shares, which were composed of 75.7 million newly issued common shares and 6.2 million employee restricted common stock awards. The company also issued$4.0 billion in perpetual, non-cumulative preferred shares with a 21-year non-call period and a fixed rate of 5.9%. See "Dividends" section below for a discussion of the preferred and common dividends. The company repurchased 5.6 million common shares in open market transactions utilizing$110.8 million in cash and entered into three forward contracts during 2019, whereby the counterparty purchased$500.0 million (25.8 million shares) of the company's common shares. See Note 10, "Share Capital," for details of these forward contracts and the related treasury shares recorded as ofDecember 31, 2019 . Additionally, during the year, 3.3 million common shares were withheld on vesting events in the amount of$59.0 million relating to purchases of common shares from employees to satisfy tax withholding requirements at the time of common share vesting. The forward contract completed in the fourth quarter of 2018 for$300 million of common shares settled onJuly 1, 2019 . During 2019, the company paid$330.8 million towards the outstanding balance on the credit facility. As ofDecember 31, 2019 the remaining balance on the credit facility was zero. Capital Management
Our capital management priorities have evolved with the growth and success of
our business and include:
•Reinvestment in the business; •Maintain strong balance sheet; •Moderate growth of dividends (as further discussed in the "Dividends" section below); and •Share repurchases. These priorities are executed in a manner consistent with our desire to maintain strong, investment grade credit ratings. As of the filing of the Report, Invesco held credit ratings of BBB+/Stable, A3/Stable and A-/Stable fromStandard & Poor's Ratings Service ("S&P"),Moody's Investor Services ("Moody's") and Fitch Ratings ("Fitch"), respectively. Our ability to continue to access the capital markets in a timely manner depends on several factors, including our credit ratings, the condition of the global economy including the impact of COVID-19, investors' willingness to purchase our securities, interest rates, credit spreads and the valuation levels of equity markets. If we are unable to access capital markets in a timely manner, our business could be adversely impacted. See also Item 1A - "Risk Factors," for more detailed discussion on reliance on credit ratings. Certain of our subsidiaries are required to maintain minimum levels of capital. Such requirements may change from time-to-time as additional guidance is released based on a variety of factors, including balance sheet composition, assessment of risk exposures and governance, and review from regulators. These and other similar provisions of applicable laws and regulations may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. Our financial condition or liquidity could be adversely affected if certain of our subsidiaries are unable to distribute funds to us. All of our regulated EU andUK subsidiaries are subject to consolidated capital requirements under applicable EU andUK requirements, including those arising from the EU's Capital Requirements Directive and theUK's Internal Capital Adequacy Assessment Process (ICAAP), and we maintain capital within this European sub-group to satisfy these regulations. We meet these requirements in part by holding cash and cash equivalents. This retained cash can be used for general business purposes in the European sub-group in the countries where it is located. Due to the capital restrictions, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between international jurisdictions may have adverse tax consequences. We are in compliance with all regulatory minimum net capital requirements. As ofDecember 31, 2020 , the company's minimum regulatory capital requirement was$763.6 million (December 31, 2019 :$753.6 million ); the increase was primarily driven by the strengthening of the Pound Sterling against theU.S. Dollar partially offset by lower AUM in theUK . 58
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The total amount of non-
The consolidation of$8,387.2 million and$6,714.1 million of total assets and long-term debt of CIP as ofDecember 31, 2020 , respectively, did not impact the company's liquidity and capital resources. The majority of CIP balances related to consolidated CLOs. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company's direct investments in, and management and performance fees generated from these products, which are eliminated upon consolidation. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be company assets. Likewise, if the CLOs were to liquidate, their investors would have no recourse to the general credit of the company. The company therefore does not consider this debt to be an obligation of the company. See Item 8, Financial Statements and Supplementary Data - Note 21, "Consolidated Investment Products," for additional details.
Cash Flow Discussion
The ability to consistently generate cash flow from operations in excess of dividend payments, common share repurchases, capital expenditures and ongoing operating expenses is one of our company's fundamental financial strengths. Operations continue to be financed from current earnings and borrowings. Our principal uses of cash, other than for operating expenses, include dividend payments, capital expenditures, acquisitions, purchase of our common shares in the open market and investments in certain new investment products. The following table represents a reconciliation of the cash flow information presented on aU.S. GAAP basis to the cash flow information, excluding the impact of the cash flows of Consolidated Investment Products for the reasons outlined in footnote 1 to the table: Cash Flow Information (1) Year endedDecember 31, 2020 Year endedDecember 31, 2019 Year endedDecember 31, 2018 $ in millionsU.S. GAAP Impact of CIP Excluding CIPU.S. GAAP Impact of CIP Excluding CIPU.S. GAAP Impact of CIP Excluding CIP
Cash and cash equivalents, beginning of the period 1,701.2
652.2 1,049.0 1,805.4 657.7 1,147.7 2,517.7 511.3 2,006.4 Cash flows from operating activities (1) 1,230.3 (72.7) 1,303.0 1,116.6 (158.3) 1,274.9 828.8 (234.2) 1,063.0 Cash flows from investing activities (865.1) (735.4) (129.7) (1,425.4) (1,507.4) 82.0 (2,898.7) (1,248.0) (1,650.7) Cash flows from financing activities (285.9) 426.3 (712.2) 201.3 1,674.6 (1,473.3) 1,540.0 1,767.2 (227.2) Increase/(decrease) in cash and cash equivalents 79.3 (381.8) 461.1 (107.5) 8.9 (116.4) (529.9) 285.0 (814.9) Foreign exchange movement on cash and cash equivalents 53.3 25.8 27.5 10.7 (7.0) 17.7 (44.8) (1.0) (43.8) Net cash inflows (outflows) upon consolidation/deconsolidation of CIP 5.5 5.5 - (7.4) (7.4) - (137.6) (137.6) - Cash, cash equivalents and restricted cash, end of the period 1,839.3 301.7 1,537.6 1,701.2 652.2 1,049.0 1,805.4 657.7 1,147.7
Cash and cash equivalents 1,408.4 - 1,408.4 1,049.0 - 1,049.0 1,147.7 - 1,147.7 Restricted cash 129.2 - 129.2 - - - - - - Cash and cash equivalents of CIP 301.7 301.7 - 652.2 652.2 - 657.7 657.7 -
Total cash, cash equivalents and restricted cash per
consolidated statement of cash flows
1,839.3 301.7 1,537.6 1,701.2 652.2 1,049.0 1,805.4 657.7 1,147.7 ____________ (1) These tables include non-GAAP presentations. Cash held by CIP is not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. The cash flows of CIP do not form part of the company's cash flow management processes, nor do they form part of the company's significant liquidity evaluations and decisions. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco's shareholder's equity. The impact of cash inflows/outflows from policyholder assets and liabilities are reflected within cash flows from operating activities as changes in receivables and/or payables, as applicable. As discussed in Note 2, "Business Combinations," theOppenheimerFunds acquisition purchase price was allocated to the assets acquired and liabilities assumed at fair value as of the date of the transaction. The issuance of common stock and preferred stock consideration represents a non-cash financing activity related to the statement of cash flows. 59
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Table of Contents Operating Activities Operating cash flows include the receipt of investment management and other fees generated from AUM, offset by operating expenses and changes in operating assets and liabilities. Although some receipts and payments are seasonal, particularly bonus payments which are paid out during the first quarter, in general, after allowing for the change in cash held by CIP, and investment activities, our operating cash flows move in the same direction as our operating income. During 2020, cash provided by operating activities was$1,230.3 million compared to$1,116.6 million provided during 2019 (an increase of$113.7 million ). As shown in the tables above, the impact of CIP to operating activities was$72.7 million of cash used during 2020 compared to$158.3 million of cash used during 2019. Excluding the impact of CIP, cash provided by operations was$1,303.0 million during 2020 compared to$1,274.9 million of cash provided by operations during 2019. Cash inflows for the year endedDecember 31, 2020 , excluding the impact of CIP, included a$112.2 million increase in operating income as well as net investment redemptions of$293.8 million , including seed money and deferred compensation investments (year endedDecember 31, 2019 : net investment redemptions of$156.4 million ). Inflows were partially offset by net outflows from the changes in payables and receivables due to the timing of payments and receipts compared to net inflows in the year endedDecember 31, 2019 .
Investing Activities
Net cash used in investing activities totaled$865.1 million for the year endedDecember 31, 2020 (2019: net cash used in$1,425.4 million ). As shown in the tables above, the impact of CIP on investing activities, including investment purchases, sales and returns of capital, was$735.4 million used (2019:$1,507.4 million used). Excluding the impact of CIP cash flows, net cash used in investing activities was$129.7 million (2019: net cash provided of$82.0 million ). Cash outflows for the year endedDecember 31, 2020 , excluding the impact of CIP, included purchases of investments of$200.3 million (year endedDecember 31, 2019 :$325.7 million ), partially offset by collected proceeds of$185.6 million from sales and returns of capital of investments (year endedDecember 31, 2019 :$215.5 million ). Investing inflows for the year endedDecember 31, 2019 also included net cash acquired of$290.5 million primarily related to theOppenheimerFunds acquisition (See Note 2, "Business Combinations," for additional information regarding cash acquired as a result of the acquisition) as well as net collateral received of$26.0 million on the forward contracts. As ofDecember 31, 2019 , the collateral was in a net receivable position. During the year endedDecember 31, 2020 , the company had capital expenditures of$115.0 million (2019:$124.3 million ). Our capital expenditures related principally in each period to technology initiatives, including enhancements to platforms from which we maintain our portfolio management systems and fund accounting systems, improvements in computer hardware and software desktop products for employees, new telecommunications products to enhance our internal information flow and tools to prevent security breaches from external threats. Also, in each period, a portion of these costs related to leasehold improvements made to the various buildings and workspaces used in our offices. These projects have been funded with proceeds from our operating cash flows. In 2020, our capital expenditures also included remaining technology integrations related to theOppenheimerFunds acquisition.
Financing Activities
Net cash used in financing activities totaled$285.9 million for the year endedDecember 31, 2020 (2019: cash provided of$201.3 million ). As shown in the tables above, the impact of CIP on financing activities provided cash of$426.3 million during the year (2019: cash provided of$1,674.6 million ). Excluding the impact of CIP, financing activities used cash of$712.2 million in the year endedDecember 31, 2020 (2019: cash used of$1,473.3 million ). Financing cash outflows during the year endedDecember 31, 2020 included$357.4 million of dividend payments for the common dividends declared in January, April, July andOctober 2020 (year endedDecember 31, 2019 : dividends paid of$529.1 million ),$236.8 million of preferred dividend payments for dividends declared in January, April, July andOctober 2020 (year endedDecember 31, 2019 :$123.6 million for dividends declared in July andNovember 2019 ), a$190.6 million prepayment on the forward contracts, the payment of$47.1 million to meet employees' withholding tax obligations on common share vestings (year endedDecember 31, 2019 :$59.0 million ) and a payment of$22.3 million of contingent consideration (year endedDecember 31, 2019 :$20.0 million ). These outflows were partially offset by inflows of$142.0 million of net collateral received on the forward contracts. As ofDecember 31, 2020 , the collateral was in a net payable position. Financing outflows for the year endedDecember 31, 2019 also included net repayment on the credit facility of$330.8 million ,$300 million 60
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settlement of the forward contract completed in the fourth quarter of 2018, and
purchases of common shares through open market transactions totaling
million
Dividends
When declared, Invesco pays dividends on a quarterly basis in arrears. Holders of our preferred shares are eligible to receive dividends at an annual rate of 5.9% of the liquidation preference of$1,000 per share, or$59 per share per annum. The preferred stock dividend is payable quarterly on a non-cumulative basis when, if and as declared by our board of directors. However, if we have not declared and paid or set aside for payment full quarterly dividends on the preferred stock for a particular dividend period, we may not declare or pay dividends on, or redeem, purchase or acquire, our common stock or other junior securities in the next succeeding dividend period. In addition, if we have not declared and paid or set aside for payment quarterly dividends on the preferred stock for six quarterly periods, whether or not consecutive, the number of directors of the company will be increased by two and the holders of the preferred shares shall have the right to elect such two additional members of the Board of Directors. OnJanuary 26, 2021 , the company announced a preferred dividend of$14.75 per preferred share to the holders of preferred shares, representing the period fromDecember 1, 2020 throughFebruary 28, 2021 , payable onMarch 1, 2021 , to shareholders of record at the close of business onFebruary 16, 2021 .
On
the close of business on
The declaration, payment and amount of any future dividends will be declared by our Board of Directors and will depend upon, among other factors, our earnings, financial condition and capital requirements at the time such declaration and payment are considered. The Board has a policy of managing dividends in a prudent fashion, with due consideration given to profit levels, overall debt levels, and historical dividend payouts.
Common Share Repurchase Plan
During the year endedDecember 31, 2020 , no common shares were repurchased in the open market (December 31, 2019 : 5.6 million shares at a cost of$110.8 million ). Separately, an aggregate of 3.4 million common shares were withheld on vesting events during the year endedDecember 31, 2020 to meet employees' withholding tax obligations (December 31, 2019 : 3.3 million). The fair value of these shares withheld at the respective withholding dates was$47.1 million (December 31, 2019 :$59.0 million ). During the year endedDecember 31, 2019 , the company entered into three forward contracts to repurchase$500.0 million of shares as part of its announced$1.2 billion common stock buyback program. Under these contracts, the counterparty purchased 25.8 million shares during the year endedDecember 31, 2019 . See Note 10, "Share Capital," for details of these forward contracts. AtDecember 31, 2020 , approximately$732.2 million remained authorized under the company's common share repurchase authorization approved by the Board onJuly 22, 2016 (December 31, 2019 :$732.2 million ).
The forward contract completed on
settled on
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Table of Contents Long-term debt
The carrying value of our long-term debt at
million
following:
$ in millions
December 31, 2020 December 31, 2019
- - Unsecured Senior Notes:$600 million 3.125% - due November 30, 2022 598.7 598.1$600 million 4.000% - due January 30, 2024 596.8 595.8$500 million 3.750% - due January 15, 2026 496.7 496.1$400 million 5.375% - due November 30, 2043 390.4 390.3 Long-term debt 2,082.6 2,080.3
For the year ended
debt was 3.77% (year ended
Financial covenants under the credit agreement include: (i) the quarterly maintenance of an adjusted debt/EBITDA leverage ratio, as defined in the credit agreement, of not greater than 3.25:1.00, (ii) an interest coverage ratio (EBITDA, as defined in the credit agreement/interest payable for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. As ofDecember 31, 2020 , we were in compliance with our financial covenants. AtDecember 31, 2020 , our leverage ratio was 1.37:1.00 (December 31, 2019 : 1.31:1.00), and our interest coverage ratio was 11.83:1.00 (December 31, 2019 : 11.76:1.00).
The
Last four quarters ended $ millions December 31, 2020 December 31, 2019 Net income attributable to Invesco Ltd. 524.8 564.7 Dividends on preferred shares 236.8 123.6 Impact of CIP on net income attributable to Invesco Ltd. (9.4) 1.6 Tax expense 261.6 235.1 Amortization/depreciation 203.5 177.6 Interest expense 129.3 135.7 Common share-based compensation expense 188.5 207.5 Unrealized (gains)/losses from investments, net (1) (5.6) (37.1) Pre-acquisition EBITDA of acquired business - 186.6 EBITDA (2) 1,529.5 1,595.3 Adjusted debt (2)$2,094.2 $2,091.5 Leverage ratio (Adjusted debt/EBITDA - maximum 3.25:1.00) 1.37 1.31 Interest coverage (EBITDA/Interest Expense - minimum 4.00:1.00) 11.83 11.76 ____________ (1)Adjustments for unrealized gains and losses from investments, as defined in our credit facility, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures. (2)EBITDA and Adjusted debt are non-GAAP financial measures that are used by management in connection with certain debt covenant calculations under our credit agreement. The calculation of EBITDA above (a reconciliation from net income attributable toInvesco Ltd. ) is defined by our credit agreement, and therefore net income attributable toInvesco Ltd. is the most appropriate GAAP measure from which to reconcile to EBITDA. The calculation of Adjusted debt is defined in our credit facility and equals long-term debt of$2,082.6 million plus$11.6 million in letters of credit.
The discussion that follows identifies risks associated with the company’s
liquidity and capital resources. The Item 1. Business — Risk Management section
contains a broader discussion of the company’s overall approach to risk
management.
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Table of Contents Credit and Liquidity Risk Capital management involves the management of the company's liquidity and cash flows. The company manages its capital by reviewing annual and projected cash flow forecasts and by monitoring credit, liquidity and market risks, such as interest rate and foreign currency risks (as discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market Risk"), through measurement and analysis. The company is primarily exposed to credit risk through its cash and cash equivalent deposits, which are held by external firms. The company invests its cash balances in its own institutional money market products, as well as with external high credit-quality financial institutions. These arrangements create exposure to concentrations of credit risk.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. All cash and cash equivalent balances are subject to credit risk, as they represent deposits made by the company with external banks and other institutions. As ofDecember 31, 2020 , our maximum exposure to credit risk related to our cash and cash equivalent balances is$1,408.4 million . See Item 8, Financial Statements and Supplementary Data - Note 22, "Related Parties," for information regarding cash and cash equivalents invested in affiliated money market funds.
The company does not utilize credit derivatives or similar instruments to
mitigate the maximum exposure to credit risk. The company does not expect any
counterparties to its financial instruments to fail to meet their obligations.
Liquidity Risk
Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities as the same become due. The company is exposed to liquidity risk through its$2,082.6 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 credit facility, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.
Effects of Inflation
Inflation can impact our organization primarily in two ways. First, inflationary pressures can result in increases in our cost structure, especially to the extent that large expense components such as compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, our profitability could be negatively impacted. Secondly, the value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment. Declines in the values of these AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM. Off Balance Sheet Commitments
See Item 8, Financial Statements and Supplementary Data – Note 20, “Commitments
and Contingencies – Off Balance Sheet Commitments,” for more information
regarding undrawn capital commitments.
Contractual Obligations
We have various financial obligations that require future cash payments. The following table outlines the timing of payment requirements related to our commitments as ofDecember 31, 2020 : $ in millions Total (4,5,6,7) Within 1 Year 1-3 Years 3-5 Years More Than 5
Years
Long-term debt (1) 2,082.6 - 598.7 596.8 887.1 Estimated interest payments on long-term debt (1) 719.1 83.0 147.2 92.5 396.4 Operating leases (2) 584.1 81.2 144.1 98.8 260.0 Purchase obligations (3) 874.3 568.2 157.1 70.0 79.0 Total 4,260.1 732.4 1,047.1 858.1 1,622.5 ____________ 63
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(1) Long-term debt includes$2,082.6 million of fixed rate debt. Fixed interest payments are reflected in the table above in the periods they are due, and include any issuance discounts. The table above includes the company's debt; debt of CIP is excluded from the table above, as the company is not obligated for these amounts. See Item 8, Financial Statements and Supplementary Data - Note 21, "Consolidated Investment Products," for additional information.
(2) Operating leases reflect obligations for leased building space and other
assets.
Included in the table above is an additional operating lease the company entered into during the third quarter of 2019, but has not yet commenced. The expected lease obligations are approximately$232.5 million which will be paid over an expected lease term of 15 years. This operating lease will commence in fiscal year 2022. See Item 8, Financial Statements and Supplementary Data - Note 15, "Operating Leases," for additional information. (3) 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 included in the contractual obligations table above represent fixed-price contracts, which are either non-cancelable or cancelable with a penalty. AtDecember 31, 2020 , the company's obligations primarily reflect standard service contracts for portfolio, market data, office-related services and third-party marketing and promotional services. In addition, the company is a party to certain variable-price contractual arrangements (e.g., contingent future payments based on AUM levels, number of accounts, transaction volume, etc.) for which the company is reimbursed by affiliated funds and as such are not included in the table above. Purchase obligations are recorded as liabilities in the company's Consolidated Financial Statements when services are provided. Purchase obligations also include contingent consideration liabilities. During the year endedDecember 31, 2019 , the company entered into three forward contracts to repurchase$500.0 million of shares as part of its announced$1.2 billion common stock buyback program. AtDecember 31, 2020 the payable was$309.0 million and is included in other liabilities. See Item 8, Financial Statements and Supplementary Data - Note 10, "Share Capital," for additional details. (4) The company has capital commitments into co-invested funds that are to be drawn down over the life of the partnership as investment opportunities are identified. AtDecember 31, 2020 , the company's undrawn capital and purchase commitments were$453.5 million . These are not included in the above table. See Item 8, Financial Statements and Supplementary Data - Note 20, "Commitments and Contingencies," for additional details. (5) The company had$61.9 million of gross unrecognized tax benefits atDecember 31, 2020 . Due to the uncertainty with respect to the timing and amounts that will ultimately be paid, this amount has been excluded from the contractual obligations table above. See Item 8, Financial Statements and Supplementary Data, Note 17, "Taxation," for a discussion regarding income taxes. (6) In addition to the contractual obligations in the table above, we periodically make contributions to defined benefit pension plans. For the years endedDecember 31, 2020 and 2019, we contributed$25.5 million and$24.0 million , respectively, to these plans. In 2021, we expect to contribute$15.2 million to our defined benefit pension plans. See Item 8, Financial Statements and Supplementary Data - Note 13, "Retirement Benefit Plans," for detailed benefit pension plan information. The company has various other compensation and benefit obligations, including bonuses, commissions and incentive payments payable, defined contribution plan matching contribution obligations, and deferred compensation arrangements, that are excluded from the table above. (7) In addition to the contractual obligations in the table above, and pursuant to an agreement entered into at the consummation of the acquisition ofOppenheimerFunds , MassMutual, as the holder of seed capital investments in certain funds and accounts included in the acquisition, has the right to redeem its seed capital investments in accordance with an agreed upon schedule. In the event MassMutual exercises its redemption rights and the applicable fund or account is unable to meet such redemption (for example, due to illiquid investments or the need to maintain a level of investment in the fund), the company would be required to fund such redemption to MassMutual and seek reimbursement from the applicable fund or account at a later time when the fund or account is able to fulfill a redemption request. MassMutual has exercised its redemption rights and redeemed a portion of the seed capital per the agreed upon schedule. AtDecember 31, 2020 , the total amount of seed capital subject to this agreement is approximately$357.8 million . As of the date of this report, the company was not required to fund these redemptions nor does the company anticipate having to fund any of the seed capital subject to this agreement. 64
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Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 1, "Accounting Policies." Critical accounting policies and estimates are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future. The discussion below provides information on the significant judgments and assumptions applied in each area and should be read in conjunction with the significant accounting policies footnote previously referenced.
Our goodwill impairment testing conducted during 2020 and 2019 indicated that the fair value of the reporting unit more likely than not exceeded its carrying value. During our annual impairment test in 2020 and 2019, management performed the optional qualitative approach which indicated that a quantitative assessment of the goodwill impairment test was not necessary. Due to the decline in our assets under management resulting from COVID-19, management also performed a quantitative goodwill impairment test which indicated no impairment. The company cannot predict the occurrence of future events that might adversely affect the reported value of goodwill that totaled$8,916.3 million and$8,509.4 million atDecember 31, 2020 andDecember 31, 2019 , respectively. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on the company's AUM or any other material negative change in AUM and related effective fee rates. When management utilizes the option to first assess goodwill impairment on a qualitative basis, the totality of certain events and circumstances are assessed to determine if it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. Such events and circumstances include macroeconomic conditions, industry and market considerations, overall financial performance of the company and or significant changes in share price. If the qualitative assessment indicates that an impairment may be likely or management elected to not perform the qualitative assessment, management performs a quantitative test to determine the fair value of the reporting unit. The fair value of the reporting unit is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The income approach includes inputs that require significant management judgment, including AUM growth rates, projected effective fee rates, pre-tax profit margins, effective tax rates and discount rates. The quantitative test includes assumptions updated for current market conditions, including the company's updated forecasts for changes in AUM due to market gains or losses and long-term net flows and the corresponding changes in revenue and expenses. Market gains are based upon historical returns of the S&P 500 index, treasury bond returns and treasury bill returns, as applicable to the company's AUM mix on the testing date. The most sensitive of these assumptions are the AUM growth rate, fee rates, operating expense and the discount rate to determine present value. The discount rates used are estimates of the weighted average cost of capital for the investment management sector reflecting the overall industry risks associated with future cash flows and have been calculated consistently from period to period. While the company believes all assumptions utilized in our assessment are reasonable and appropriate, changes in these estimates could produce different fair value amounts and therefore different goodwill impairment assessments.
Intangible Assets
Where evidence exists that the underlying arrangements have a high likelihood of continued renewal at little or no cost to the company, the intangible asset is assigned an indefinite life and reviewed for impairment on an annual basis. Similar toGoodwill , management has the option to first assess indefinite-lived intangible assets for qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable (i.e., the carrying amount exceeds the fair value of the intangible asset). In addition, management's judgment is required to estimate the period over which definite-lived intangible assets will contribute to the company's cash flows and the pattern in which these assets will be consumed. A change in the remaining useful life of any of these assets, or the reclassification of an indefinite-lived intangible asset to a definite-lived intangible asset, could have a significant impact on the company's amortization expense, which was$62.5 million ,$52.7 million and$29.7 million for the years endedDecember 31, 2020 , 2019 and 2018, respectively. Intangible assets not subject to amortization are tested for impairment annually as ofOctober 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired. If a quantitative assessment is required, the impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If required, fair value 65
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is generally determined using an income approach where estimated future cash flows are discounted to arrive at a single present value amount. The income approach includes inputs that require significant management judgment, including AUM growth rates, product mix, projected effective fee rates, pre-tax profit margins, effective tax rates and discount rates. The most sensitive of these assumptions to the determination of the estimated fair value are the AUM growth rate, fee rates, operating expense and discount rate, which is a weighted average cost of capital including consideration of company size premiums. Changes in these estimates could produce different fair value amounts and therefore different impairment conclusions. During 2020 and 2019, our annual impairment reviews of indefinite-lived intangible assets determined that no impairment existed at the respective review dates, the classifications of indefinite-lived and definite-lived remain appropriate, and no changes to the expected lives of the definite-lived intangible assets were required. Due to the decline in our assets under management resulting from COVID-19, management also performed a quantitative impairment test on certain indefinite-lived intangible assets in the first quarter of 2020 which indicated no impairment.
Income Taxes
We operate in numerous countries, states and other taxing jurisdictions. The income tax laws are complex and subject to different interpretations by the taxpayer and the relevant taxing authorities. Significant judgment is required in the determination of our annual income tax provisions, which includes the assessment of deferred tax assets and uncertain tax positions, as well as the interpretation and application of existing and newly enacted tax laws, regulation changes, and new judicial rulings. Therefore, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements due to changes in the interpretation of applicable guidance or as a result of examinations by taxing authorities. Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred income tax asset, the company considers all available evidence, which includes the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry back and carry forward periods, among other factors. In the assessment of uncertain tax positions, significant judgment is required to estimate the range of possible outcomes and determine the probability, on a more likely than not basis, of favorable or unfavorable outcomes upon ultimate settlement of an issue. Unrecognized tax benefits as well as the related interest and penalties, are regularly evaluated and adjusted as appropriate to reflect changes that could impact the relative merits and risks of tax positions. The company recognizes any interest and penalties related to unrecognized tax benefits on the Consolidated Statements of Income as components of income tax expense. CIP Assessing if an entity is a variable interest entity (VIE) or voting interest entity (VOE) involves judgment and analysis on a structure-by-structure basis. Factors assessed as part of the analysis include the legal organization of the entity, the company's contractual involvement with the entity and any related party or de facto agent implications of the company's involvement with the entity. A VIE, in the context of the company and its managed funds, is a fund that does not have sufficient equity to finance its operations without additional subordinated financial support, or a fund for which the risks and rewards of ownership are not directly linked to voting interests. 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. Assessing if the company has the power to direct the activities that most significantly impact the fund's economic results may involve significant judgment.
As of
Contingencies
Contingencies arise when we have a present obligation as a result of a past event that is both probable and reasonably estimable. We must from time to time make material estimates with respect to legal and other contingencies. The nature of our business requires compliance with various laws and regulations, as well as various contractual obligations, and exposes us to a variety of legal proceedings and matters in the ordinary course of business. While the outcomes of matters such as these are inherently uncertain and difficult to predict, we maintain reserves reflected in accounts payable and accrued expenses, as 66
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appropriate, for identified losses that are, in our judgment, probable and reasonably estimable. We expense any related legal fees as they are incurred. Management's judgment is based on the advice of legal counsel, ruling on various motions by the applicable court, review of the outcome of similar matters, if applicable, and review of guidance from governmental and other regulatory authorities, if applicable. Contingent consideration payable in relation to a business acquisition is recorded as of the acquisition date as part of the fair value transferred in exchange for the acquired business. As described in Item 8, Financial Statements and Supplementary Data - Note 20, "Commitments and Contingencies," the company has accrued an estimated liability of$387.8 million related to a restatement of certain historical fund financial statements. The liability represents the expected reimbursement to fund shareholders and excludes any amounts that may be recovered through indemnification and insurance recoveries, as well as other remediation costs related to the matter, such as legal and consulting costs, or the costs of communicating with fund shareholders. Uncertainties remain as of the date of this report regarding the nature, scope and amounts of such costs, as well as the degree to which the company will ultimately be financially responsible for bearing such costs. Regarding the estimated liability, the primary source of uncertainty is the activity of the underlying fund shareholders in omnibus accounts, the majority of which data the company has not yet received. The determination of the liability due to each fund shareholder will be based on a number of factors, including: •The timing of fund shareholder transactions, •The frequency and magnitude of fund shareholder transactions, •The dates on which each fund shareholder opened and closed his or her account, and •The difference between the historical net asset value of the Funds and the corrected price on the dates when a fund shareholder engaged in transaction activity and the Funds made distributions The calculation of the liability depends on these variables in the aggregate; therefore, it is not possible to evaluate the impact of possible trends in each variable on the overall calculation. Additionally, given the unique nature of each outstanding third-party data set, we are not able to determine a range of reasonably possible outcomes at this time.
Recent Accounting Standards
See Item 8, Financial Statements and Supplementary Data - Note 1, "Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements."
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