e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from to
Commission file number 1-13908
Invesco Ltd.
(Exact Name of
Registrant as Specified in Its Charter)
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Bermuda
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98-0557567 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
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1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA
(Address of Principal Executive Offices)
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30309
(Zip Code) |
Registrants telephone number, including area code: (404) 892-0896
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Exchange on Which Registered |
Common Shares, $0.20 par value per share
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.) Yes o No þ
As of September 30, 2009, the most recent practicable date, 428,778,213 of the companys
common shares, par value $0.20 per share, were outstanding.
TABLE OF CONTENTS
We include cross references to captions elsewhere in this Quarterly Report on Form 10-Q, which
we refer to as this Report, where you can find related additional information. The following
table of contents tells you where to find these captions.
2
Item 1. Financial Statements
Invesco Ltd.
Condensed Consolidated Balance Sheets
(Unaudited)
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As of |
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September 30, |
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December 31, |
$ in millions |
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2009 |
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2008 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
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923.8 |
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585.2 |
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Cash and cash equivalents of consolidated investment products |
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38.3 |
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73.0 |
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Unsettled fund receivables |
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505.8 |
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303.7 |
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Accounts receivable |
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299.9 |
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239.3 |
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Investments |
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174.2 |
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123.6 |
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Prepaid assets |
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59.6 |
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55.6 |
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Other current assets |
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68.7 |
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72.2 |
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Deferred tax asset, net |
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51.1 |
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86.1 |
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Assets held for policyholders |
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1,190.4 |
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840.2 |
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Total current assets |
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3,311.8 |
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2,378.9 |
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Non-current assets: |
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Investments |
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136.9 |
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121.3 |
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Investments of consolidated investment products |
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662.2 |
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843.8 |
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Prepaid assets |
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21.3 |
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36.3 |
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Deferred sales commissions |
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20.6 |
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24.5 |
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Deferred tax asset, net |
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66.6 |
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37.2 |
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Property and equipment, net |
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209.2 |
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205.3 |
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Intangible assets, net |
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142.3 |
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142.8 |
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Goodwill |
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6,378.7 |
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5,966.8 |
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Total non-current assets |
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7,637.8 |
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7,378.0 |
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Total assets |
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10,949.6 |
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9,756.9 |
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Current liabilities: |
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Current maturities of long-term debt |
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294.2 |
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297.2 |
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Unsettled fund payables |
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489.7 |
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288.3 |
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Income taxes payable |
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72.1 |
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37.9 |
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Other current liabilities |
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506.3 |
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639.8 |
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Policyholder payables |
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1,190.4 |
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840.2 |
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Total current liabilities |
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2,552.7 |
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2,103.4 |
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Non-current liabilities: |
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Long-term debt |
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745.7 |
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862.0 |
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Other non-current liabilities |
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227.0 |
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195.3 |
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Total non-current liabilities |
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972.7 |
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1,057.3 |
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Total liabilities |
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3,525.4 |
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3,160.7 |
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Commitments and contingencies (See Note 12) |
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Equity: |
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Equity attributable to common shareholders: |
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Common shares ($0.20 par value; 1,050.0 million authorized; 459.5
million and 426.6 million shares issued as of September 30, 2009,
and December 31, 2008, respectively) |
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91.9 |
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85.3 |
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Additional paid-in-capital |
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5,705.0 |
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5,352.6 |
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Treasury shares |
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(971.9 |
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(1,128.9 |
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Retained earnings |
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1,565.2 |
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1,476.3 |
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Accumulated other comprehensive income/(loss), net of tax |
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336.4 |
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(95.8 |
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Total equity attributable to common shareholders |
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6,726.6 |
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5,689.5 |
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Equity attributable to noncontrolling interests in consolidated entities |
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697.6 |
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906.7 |
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Total equity |
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7,424.2 |
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6,596.2 |
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Total liabilities and equity |
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10,949.6 |
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9,756.9 |
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See accompanying notes.
3
Invesco Ltd.
Condensed Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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$ in millions |
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2009 |
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2008 |
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2009 |
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2008 |
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Operating revenues: |
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Investment management fees |
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570.3 |
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664.9 |
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1,508.4 |
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2,139.3 |
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Service and distribution fees |
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111.8 |
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129.4 |
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301.2 |
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411.1 |
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Performance fees |
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4.3 |
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18.1 |
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23.2 |
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51.3 |
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Other |
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19.4 |
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14.8 |
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46.7 |
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71.5 |
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Total operating revenues |
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705.8 |
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827.2 |
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1,879.5 |
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2,673.2 |
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Operating expenses: |
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Employee compensation |
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238.9 |
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264.1 |
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703.7 |
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819.8 |
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Third-party distribution, service and advisory |
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183.5 |
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220.9 |
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498.0 |
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712.9 |
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Marketing |
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27.7 |
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34.8 |
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78.5 |
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116.9 |
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Property, office and technology |
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63.0 |
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50.5 |
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157.5 |
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156.3 |
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General and administrative |
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41.1 |
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61.7 |
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118.0 |
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204.0 |
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Total operating expenses |
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554.2 |
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632.0 |
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1,555.7 |
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2,009.9 |
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Operating income |
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151.6 |
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195.2 |
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323.8 |
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663.3 |
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Other income/(expense): |
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Equity in earnings of unconsolidated affiliates |
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7.9 |
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8.0 |
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17.9 |
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35.5 |
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Interest income |
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1.7 |
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8.0 |
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7.7 |
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30.0 |
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Gains/(losses) of consolidated investment products, net |
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2.1 |
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2.8 |
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(132.8 |
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(1.2 |
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Interest expense |
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(16.9 |
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(18.3 |
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(49.3 |
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(59.1 |
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Other gains and losses, net |
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2.0 |
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(10.4 |
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7.8 |
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(18.0 |
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Income before income taxes, including gains and losses
attributable to noncontrolling interests |
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148.4 |
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185.3 |
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175.1 |
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650.5 |
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Income tax provision |
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(43.7 |
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(49.2 |
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(100.0 |
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(200.2 |
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Net income, including gains and losses attributable to
noncontrolling interests |
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104.7 |
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136.1 |
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75.1 |
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450.3 |
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(Gains)/losses attributable to noncontrolling interests
in consolidated entities, net |
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0.5 |
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(4.3 |
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136.5 |
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(0.5 |
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Net income attributable to common shareholders |
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105.2 |
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131.8 |
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211.6 |
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449.8 |
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Earnings per share: |
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basic |
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$ |
0.24 |
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$ |
0.34 |
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$ |
0.51 |
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$ |
1.15 |
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diluted |
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$ |
0.24 |
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$ |
0.33 |
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$ |
0.51 |
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$ |
1.12 |
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Dividends declared per share |
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$ |
0.1025 |
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$ |
0.10 |
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$ |
0.3050 |
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$ |
0.42 |
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See accompanying notes.
4
Invesco Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Nine months ended September 30, |
$ in millions |
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2009 |
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2008 |
Operating activities: |
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Net income, including gains and losses attributable to noncontrolling interests |
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75.1 |
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450.3 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Amortization and depreciation |
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52.7 |
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50.4 |
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Share-based compensation expense |
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68.1 |
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89.7 |
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Gain on disposal of property, equipment, software, net |
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(1.2 |
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(2.0 |
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Purchase of trading investments |
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(41.9 |
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(22.9 |
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Sale of trading investments |
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13.1 |
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23.4 |
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Other gains and losses, net |
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(7.8 |
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18.0 |
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(Gains)/losses of consolidated investment products, net |
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132.8 |
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1.2 |
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Tax benefit from share-based compensation |
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39.0 |
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48.3 |
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Excess tax benefits from share-based compensation |
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(0.1 |
) |
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(18.9 |
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Equity in earnings of unconsolidated affiliates |
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(17.9 |
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(35.5 |
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Changes in operating assets and liabilities: |
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Change in cash held by consolidated investment products |
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34.7 |
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(55.1 |
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(Increase)/decrease in receivables |
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(481.8 |
) |
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490.0 |
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Increase/(decrease) in payables |
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269.2 |
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(698.9 |
) |
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Net cash provided by operating activities |
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134.0 |
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338.0 |
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Investing activities: |
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Purchase of property and equipment |
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(23.3 |
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(69.5 |
) |
Disposal of property and equipment |
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6.4 |
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0.1 |
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Dividends from unconsolidated affiliates |
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27.4 |
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28.1 |
|
Purchase of available-for-sale investments |
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(34.7 |
) |
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(98.7 |
) |
Proceeds from sale of available-for-sale investments |
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37.0 |
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63.0 |
|
Purchase of investments by consolidated investment products |
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(37.7 |
) |
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(94.0 |
) |
Proceeds from sale of investments by consolidated investment products |
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28.0 |
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165.6 |
|
Returns of capital in investments of consolidated investment products |
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11.3 |
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71.2 |
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Purchase of other investments |
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(35.9 |
) |
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(17.0 |
) |
Proceeds from sale of other investments |
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9.1 |
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31.6 |
|
Acquisition earn-out payments |
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(130.9 |
) |
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Net cash used in investing activities |
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(12.4 |
) |
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(50.5 |
) |
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Financing activities: |
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Issuance of new shares |
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441.8 |
|
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Proceeds from exercises of share options |
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40.5 |
|
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|
68.5 |
|
Purchases of treasury shares |
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|
|
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(313.3 |
) |
Dividends paid |
|
|
(124.2 |
) |
|
|
(168.4 |
) |
Excess tax benefits from share-based compensation |
|
|
0.1 |
|
|
|
18.9 |
|
Capital invested into consolidated investment products |
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5.5 |
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|
73.3 |
|
Capital distributed by consolidated investment products |
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(35.0 |
) |
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(180.6 |
) |
Borrowings of consolidated investment products |
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28.9 |
|
Repayments of consolidated investment products |
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(9.3 |
) |
Net (repayments)/borrowings under credit facility |
|
|
(12.0 |
) |
|
|
45.6 |
|
Repayments of senior notes |
|
|
(103.0 |
) |
|
|
|
|
Acquisition of remaining noncontrolling interest in subsidiary |
|
|
(10.3 |
) |
|
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|
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|
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|
Net cash provided by/(used in) financing activities |
|
|
203.4 |
|
|
|
(436.4 |
) |
|
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|
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|
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|
|
|
|
|
|
|
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|
|
|
Increase/(decrease) in cash and cash equivalents |
|
|
325.0 |
|
|
|
(148.9 |
) |
Foreign exchange movement on cash and cash equivalents |
|
|
13.6 |
|
|
|
(26.3 |
) |
Cash and cash equivalents, beginning of period |
|
|
585.2 |
|
|
|
915.8 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
923.8 |
|
|
|
740.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
|
Interest paid |
|
|
(41.9 |
) |
|
|
(49.0 |
) |
Interest received |
|
|
8.1 |
|
|
|
30.0 |
|
Taxes paid |
|
|
57.9 |
|
|
|
220.5 |
|
See accompanying notes.
5
Invesco Ltd.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Common Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
controlling |
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
Other |
|
interests in |
|
|
|
|
Common |
|
Paid-in- |
|
Treasury |
|
Retained |
|
Comprehensive |
|
consolidated |
|
Total |
$ in millions |
|
Shares |
|
Capital |
|
Shares |
|
Earnings |
|
Loss |
|
entities |
|
Equity |
January 1, 2009 |
|
|
85.3 |
|
|
|
5,352.6 |
|
|
|
(1,128.9 |
) |
|
|
1,476.3 |
|
|
|
(95.8 |
) |
|
|
906.7 |
|
|
|
6,596.2 |
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
211.6 |
|
|
|
|
|
|
|
(136.5 |
) |
|
|
75.1 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences on
investments in overseas subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
422.4 |
|
|
|
|
|
|
|
422.4 |
|
Change in minimum pension liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
|
|
|
|
|
|
(1.9 |
) |
Change in net unrealized gains on
available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.0 |
|
|
|
|
|
|
|
13.0 |
|
Adoption of FSP FAS 115-2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.5 |
) |
|
|
|
|
|
|
(1.5 |
) |
Tax impacts of changes in accumulated
other comprehensive income balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
507.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of FSP FAS 115-2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
Change in noncontrolling interests in
consolidated entities, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71.2 |
) |
|
|
(71.2 |
) |
Issuance of new shares |
|
|
6.6 |
|
|
|
435.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
441.8 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124.2 |
) |
|
|
|
|
|
|
|
|
|
|
(124.2 |
) |
Employee share plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
68.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.1 |
|
Vested shares |
|
|
|
|
|
|
(90.5 |
) |
|
|
90.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options |
|
|
|
|
|
|
(38.6 |
) |
|
|
79.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.5 |
|
Tax impact of share-based payment |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Modification of share-based payment awards |
|
|
|
|
|
|
(13.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13.0 |
) |
Purchase of shares |
|
|
|
|
|
|
|
|
|
|
(12.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.6 |
) |
Acquisition of remaining noncontrolling
interest in subsidiary |
|
|
|
|
|
|
(8.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
|
|
(10.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
91.9 |
|
|
|
5,705.0 |
|
|
|
(971.9 |
) |
|
|
1,565.2 |
|
|
|
336.4 |
|
|
|
697.6 |
|
|
|
7,424.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Common Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
controlling |
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
Other |
|
interests in |
|
|
|
|
Common |
|
Paid-in- |
|
Treasury |
|
Retained |
|
Comprehensive |
|
consolidated |
|
Total |
$ in millions |
|
Shares |
|
Capital |
|
Shares |
|
Earnings |
|
Income |
|
entities |
|
Equity |
January 1, 2008 |
|
|
84.9 |
|
|
|
5,306.3 |
|
|
|
(954.4 |
) |
|
|
1,201.7 |
|
|
|
952.1 |
|
|
|
1,121.2 |
|
|
|
7,711.8 |
|
Net income, including gains and
losses attributable to noncontrolling
interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
449.8 |
|
|
|
|
|
|
|
0.5 |
|
|
|
450.3 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation differences
on investments in overseas
subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(364.4 |
) |
|
|
|
|
|
|
(364.4 |
) |
Change in minimum pension liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.5 |
|
|
|
|
|
|
|
12.5 |
|
Change in net unrealized gains on
available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.1 |
) |
|
|
|
|
|
|
(14.1 |
) |
Tax impacts of changes in
accumulated other comprehensive
income balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.0 |
) |
|
|
|
|
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in noncontrolling interests in
consolidated entities, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(171.4 |
) |
|
|
(171.4 |
) |
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(168.4 |
) |
|
|
|
|
|
|
|
|
|
|
(168.4 |
) |
Employee share plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
89.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89.7 |
|
Vested shares |
|
|
|
|
|
|
(24.6 |
) |
|
|
24.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options |
|
|
0.4 |
|
|
|
(3.8 |
) |
|
|
72.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.7 |
|
Tax impact of share-based payment |
|
|
|
|
|
|
18.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.9 |
|
Purchase of shares |
|
|
|
|
|
|
|
|
|
|
(313.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(313.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 |
|
|
85.3 |
|
|
|
5,386.5 |
|
|
|
(1,171.0 |
) |
|
|
1,483.1 |
|
|
|
582.1 |
|
|
|
950.3 |
|
|
|
7,316.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
Invesco Ltd.
Notes to the Condensed Consolidated Financial Statements
1. ACCOUNTING POLICIES
Corporate Information
Invesco Ltd. (Parent) and all of its consolidated entities (collectively, the company or
Invesco) provide retail, institutional and high-net-worth clients with an array of global
investment management capabilities. The companys sole business is investment management.
Basis of Accounting and Consolidation
The accompanying Condensed Consolidated Balance Sheets, Statements of Income, Statements of
Cash Flows, and Statement of Changes in Equity (together, the Condensed Consolidated Financial
Statements) have not been audited and should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the companys Annual Report on Form 10-K for the
year ended December 31, 2008. In the opinion of management, the Condensed Consolidated Financial
Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary
for the fair presentation of the financial condition and results of operations for the interim
periods presented. All significant intercompany transactions, balances, revenues and expenses are
eliminated upon consolidation.
The Condensed Consolidated Financial Statements have been prepared in accordance with
U.S. GAAP and consolidate the financial statements of the Parent, all of its controlled
subsidiaries, any variable interest entities (VIEs) required to be consolidated, and any non-VIE
general partnership investments where the company is deemed to have control. Control is deemed to
be present when the Parent holds a majority voting interest or otherwise has the power to govern
the financial and operating policies of the subsidiary so as to obtain the benefits from its
activities. VIEs, or entities in which the risks and rewards of ownership are not directly linked
to voting interests, for which the company is the primary beneficiary (having the majority of
rewards/risks of ownership) are consolidated. Certain of the companys managed products are
structured as partnerships in which the company is the general partner receiving a management
and/or performance fee. If the company is deemed to have a variable interest in these entities and
is determined to be the primary beneficiary, these entities are consolidated into the companys
financial statements. If the company is not determined to be the primary beneficiary, the equity
method of accounting is used to account for the companys investment in these entities. Non-VIE
general partnership investments are deemed to be controlled by the company and would be
consolidated under a voting interest entity (VOE) model, unless the limited partners have the
substantive ability to remove the general partner without cause based upon a simple majority vote
or can otherwise dissolve the partnership, or unless the limited partners have substantive
participating rights over decision-making. Investment products that are consolidated are referred
to as consolidated investment products in the accompanying Condensed Consolidated Financial
Statements.
A significant portion of consolidated investment products are private equity funds. Private
equity investments made by the underlying funds consist of direct investments in, or fund
investments in other private equity funds that hold direct investments in, equity or debt
securities in operating companies that are generally not initially publicly traded. Private equity
funds are considered investment companies and are therefore accounted for under the American
Institute of Certified Public Accountants Investment Company Audit Guide and are scoped out of
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 320,
Investments Debt and Equity Securities. All of the investments of consolidated investment
products are presented at fair value in the financial statements. The company has retained the
specialized industry accounting principles of these investment products in our Consolidated
Financial Statements. See Note 9, Consolidated Investment Products, for additional details.
The equity method of accounting is used to account for investments in joint ventures and
noncontrolled subsidiaries in which the companys ownership is between 20 and 50 percent. Equity
investments are carried initially at cost (subsequently adjusted to recognize the companys share
of the profit or loss of the investee after the date of acquisition) and are included in
investments on the Condensed Consolidated Balance Sheets. The proportionate share of income or loss
is included in equity in earnings of unconsolidated affiliates in the Condensed Consolidated
Statements of Income.
The financial statements have been prepared primarily on the historical cost basis; however,
certain items are presented using other bases such as fair value, where such treatment is required.
The financial statements of subsidiaries are prepared for the same reporting year as the Parent and
use consistent accounting policies, which, where applicable, have been adjusted to U.S. GAAP from
local
7
generally accepted accounting principles or reporting regulations. Noncontrolling interests in
consolidated entities represent the interests in certain entities consolidated by the company
either because the company has control over the entity or has determined that it is the primary
beneficiary, but of which the company does not own all of the equity.
In preparing the financial statements, management is required to make estimates and
assumptions that affect reported revenues, expenses, assets, liabilities and disclosure of
contingent liabilities. The primary estimates relate to investment valuation, goodwill impairment
and taxes. Use of available information and application of judgment are inherent in the formation
of estimates. Actual results in the future could differ from such estimates and the differences may
be material to the financial statements.
Dividends to shareholders
Dividends to shareholders are recognized on the declaration date. Dividends are declared and
paid on a quarterly basis.
Reclassifications
The presentation of certain prior period reported amounts has been reclassified to be
consistent with the current presentation. Such reclassifications had no impact on net income or
shareholders equity.
Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (FASB
Statement No. 157), which became effective for Invesco on January 1, 2008. FASB Statement No. 157,
which is now encompassed in ASC Topic 820, Fair Value Measurements and Disclosures, clarified how
companies should measure fair value when they are required by U.S. GAAP to use a fair value measure
for recognition or disclosure. FASB Statement No. 157 established a common definition of fair
value, established a framework for measuring fair value under U.S. GAAP, and expanded disclosures
about fair value measurements to eliminate differences in current practice in measuring fair value
under existing accounting standards. The adoption of FASB Statement No. 157 did not result in any
retrospective adjustments to prior period information or in a cumulative effect adjustment to
retained earnings. See Note 2, Fair Value of Assets and Liabilities, for additional disclosures.
In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations
(FASB Statement No. 141(R)), and Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51 (FASB Statement No. 160). Under FASB Statement
No. 141(R), which is now encompassed in ASC Topic 805, Business Combinations (ASC Topic 805), the
acquirer must recognize, with certain exceptions, 100% of the fair values of assets acquired,
liabilities assumed, and noncontrolling interests in acquisitions of less than 100% controlling
interest when the acquisition constitutes a change in control of the acquired entity. Additionally,
when an acquirer obtains partial ownership in an acquiree, an acquirer recognizes and consolidates
assets acquired, liabilities assumed and any noncontrolling interests at 100% of their fair values
at that date regardless of the percentage ownership in the acquiree. As goodwill is calculated as a
residual, all goodwill of the acquired business, not just the acquirers share, is recognized under
this full-goodwill approach. Contingent consideration obligations that are elements of
consideration transferred are recognized as of the acquisition date as part of the fair value
transferred in exchange for the acquired business. Acquisition-related costs incurred in connection
with a business combination shall be expensed. FASB Statement No. 160, which is now encompassed in
ASC Topic 810, Consolidation, establishes new accounting and reporting standards for
noncontrolling interests (formerly known as minority interests) in a subsidiary and for the
deconsolidation of a subsidiary. FASB Statement No. 141(R) and FASB Statement No. 160 became
effective for the company on January 1, 2009. FASB Statement No. 141(R) was applied prospectively,
while FASB Statement No. 160 required retroactive adoption of the presentation and disclosure
requirements for existing noncontrolling interests but prospective adoption of all of its other
requirements. The adoption of FASB Statement No. 141(R) amended the definition of a business, which
led to a change in the companys basis, but not the companys conclusion, of determining that it
has one reporting unit for goodwill impairment purposes. See Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations, Critical Accounting Policies and
Estimates Goodwill for additional information.
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (FASB Statement No. 159), which also became effective for Invesco
on January 1, 2008, at its own discretion. FASB Statement No. 159, which is now encompassed under
ASC Topic 825, Financial Instruments (ASC Topic 825), permits companies to elect, on an instrument-by-instrument
basis, to fair value certain financial assets and financial liabilities with changes in fair value
recognized in earnings as they occur (the fair value option). The company chose not to elect the
FASB Statement No. 159 fair value option for eligible items existing on its balance sheet as of
January 1, 2008, or for any new eligible items recognized subsequent to January 1, 2008.
8
In February 2008, the FASB issued Staff Position No. FAS 157-2, Effective Date of FASB
Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2, which is now encompassed in ASC Topic 820, Fair
Value Measurements and Disclosures (ASC Topic 820), amended FASB Statement No. 157 to delay the
effective date for nonfinancial assets and nonfinancial liabilities except for items that are
recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at
least annually). For items within its scope, FSP FAS 157-2 delayed the effective date of FASB
Statement No. 157 to January 1, 2009. As of January 1, 2008, Invesco applied the fair value
measurement and disclosure provisions of FASB Statement No. 157 to its financial assets and
financial liabilities that are recognized or disclosed at fair value in the financial statements.
As of January 1, 2009, Invesco applied the fair value measurement and disclosure provisions of FASB
Statement No. 157 to nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a non-recurring basis. Those items include:
(1) nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business
combination or other new basis event, but not measured at fair value in subsequent periods; (2)
nonfinancial long-lived assets measured at fair value for an impairment assessment under FASB
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets; (now
encompassed in ASC Topic 360, Property, Plant and Equipment); (3) nonfinancial liabilities for
exit or disposal activities initially measured at fair value under FASB Statement No. 146,
Accounting for Costs Associated with Exit or Disposal Activities; (now encompassed in ASC Topic
420, Exit or Disposal Cost Obligations) and (4) nonfinancial assets and nonfinancial liabilities
measured at fair value in the second step of a goodwill impairment test. The adoption of FSP FAS
157-2 did not have a material impact on the companys financial statements.
In April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life
of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3, which is now encompassed in ASC Topic 350,
Intangibles Goodwill and Other (ASC Topic 350), amended the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life over which to
amortize the cost of a recognized intangible asset under FASB Statement No. 142, Goodwill and
Other Intangible Assets, also now encompassed in ASC Topic 350. FSP FAS 142-3 required an entity
to consider its own assumptions about renewal or extension of the term of the arrangement,
consistent with its expected use of the asset. FSP FAS 142-3 was intended to improve the
consistency between the useful life of an intangible asset determined under FASB Statement No. 142
and the period of expected cash flows used to measure the fair value of the asset under FASB
Statement No. 141(R) (now encompassed in ASC Topic 805, Business Combinations) and other U.S.
GAAP. The guidance provided by FSP FAS 142-3 for determining the useful life of a recognized
intangible asset was to be applied prospectively to intangible assets acquired after the effective
date, which is January 1, 2009. FSP FAS 142-3 did not have a material impact on the companys
financial statements.
During June 2008, the FASB issued Staff Position No. EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF
03-6-1). FSP EITF 03-6-1, which is now encompassed in ASC Topic 260, Earnings Per Share (ASC
Topic 260), addressed whether instruments granted in share-based payment transactions are
participating securities prior to vesting and need to be included in the earnings allocation in
computing earnings per share (EPS) under the two-class method described in FASB Statement No. 128,
Earnings Per Share, also now encompassed in ASC Topic 260. The guidance in the FSP EITF 03-6-1
provided that only those unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents are participating securities that should be included in the
calculation of basic EPS under the two-class method. The FASB concluded that the holder of a
share-based award receives a noncontingent transfer of value each time the entity declares a
dividend, and therefore the share-based award meets the definition of a participating security. FSP
EITF 03-6-1 was effective for financial statements issued for fiscal years beginning after December
15, 2008, with all prior period EPS data being adjusted retrospectively. The adoption of FSP EITF
03-6-1 on January 1, 2009, required the company to include unvested restricted stock units (RSUs)
that contain nonforfeitable dividend equivalents as outstanding common shares for purposes of
calculating basic EPS. The adoption of FSP EITF 03-6-1 did not have a material impact on the
companys calculation of basic EPS. The weighted average number of shares used for the calculation
of prior period earnings per share have been restated to reflect the adoption of EITF 03-6-1. The
adoption of FSP EITF 03-6-1 resulted in a change to the nine months ended September 30, 2008,
reported diluted earnings per share amount of $0.01. There was no change to the three months ended
September 30, 2008, figures.
In October 2008, the FASB issued Staff Position No. FAS 157-3, Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active (FSP FAS 157-3), which became
effective for Invesco for the period ended September 30, 2008. FSP 157-3, which is now encompassed
in ASC Topic 820, clarified the application of FASB Statement No. 157 (also now encompassed in ASC
Topic 820) to financial assets in an inactive market. The FSP included an illustration of the
application of judgment when selecting an appropriate discount rate to apply in the valuation of a
collateralized debt obligation in a market that has become increasingly inactive. The adoption of
FSP 157-3 did not have a material impact on the companys financial statements.
In December 2008, the FASB issued FASB Staff Position No. FAS 140-4 and FIN 46(R)-8,
Disclosures about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP
FAS 140-4 and FIN 46(R)-8), which became effective for the
9
company on March 31, 2009. FSP FAS 140-4 and FIN 46(R)-8, which is now encompassed in ASC
Topic 860, Transfers and Servicing, required additional disclosures by public entities with a)
continuing involvement in transfers of financial assets to a special purpose entity or b) a
variable interest in a variable interest entity. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did
not have a material impact on the companys financial statements. See Note 9, Consolidated
Investment Products, for additional disclosures.
In January 2009, the FASB issued Staff Position No. EITF 99-20-1, Amendments to the
Impairment Guidance of EITF Issue No. 99-20 (FSP EITF 99-20-1), which became effective for the
company on March 31, 2009. FSP EITF 99-20-1, which is now encompassed in ASC Topic 325,
Investments Other, revised the impairment guidance provided by EITF 99-20 for beneficial
interests to make it consistent with the requirements of FASB Statement No. 115 (now encompassed in
ASC Topic 320, Investments Debt and Equity Securities) for determining whether an impairment of
other debt and equity securities is other-than-temporary. FSP EITF 99-20-1 eliminated the
requirement to rely exclusively on market participant assumptions about future cash flows and
permitted the use of reasonable management judgment of the probability that the holder will be
unable to collect all amounts due. Instead, FSP 99-20-1 required that an other-than-temporary
impairment be recognized when it is probable that there has been an adverse change in the holders
estimated cash flows. FSP EITF 99-20-1 did not have a material impact on the companys financial
statements.
On April 9, 2009, the FASB issued three Staff Positions (FSPs) intended to provide additional
application guidance and enhance disclosures regarding fair value measurements and impairments of
securities. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions that Are Not Orderly
(FSP FAS 157-4), now encompassed in ASC Topic 820, provided guidelines for making fair value
measurements more consistent with the principles presented in FASB Statement No. 157. FSP FAS 107-1
and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1), now
encompassed in ASC Topic 825, enhanced consistency in financial reporting by increasing the
frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (FSP FAS 115-2), now encompassed in ASC Topic 320, provided additional guidance designed to create greater clarity and
consistency in accounting for and presenting impairment losses on securities.
FSP FAS 157-4 addressed the measurement of fair value of financial assets when there is no
active market or where the price inputs being used could be indicative of distressed sales. FSP FAS
157-4 reaffirmed the definition of fair value already reflected in FASB Statement No. 157, which is
the price that would be paid to sell an asset in an orderly transaction (as opposed to a distressed
or forced transaction) at the measurement date under current market conditions. FSP FAS 157-4 also
reaffirmed the need to use judgment to ascertain if a formerly active market has become inactive
and in determining fair values when markets have become inactive. FSP FAS 157-4 became effective
for the company for the period ended June 30, 2009. The application of FSP FAS 157-4 did not result
in a change in valuation techniques or related inputs used to obtain the fair value measurement of
its assets that are carried at fair value in the statement of financial position; however, it did
result in expanded disclosures of fair valued assets by major security type. See Note 2, Fair
Value of Assets and Liabilities, and Note 9, Consolidated Investment Products, for additional
details.
FSP FAS 107-1 was issued to improve the fair value disclosures for any financial instruments
that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing
FSP FAS 107-1, fair values of these assets and liabilities were only disclosed on an annual basis.
FSP FAS 107-1 required these disclosures on a quarterly basis, providing qualitative and
quantitative information about fair value estimates for all those financial instruments not
measured on the balance sheet at fair value. FSP FAS 107-1 became effective for the company for the
period ended June 30, 2009, which required the company to make annual disclosures in its interim
financial statements, which are included in Note 2, Fair Value of Assets and Liabilities, Note 3,
Investments, and Note 4, Long-Term Debt.
FSP FAS 115-2 was intended to improve the consistency in the timing of impairment recognition
and provide greater clarity to investors about the credit and noncredit components of impaired debt
securities that are not expected to be sold. FSP FAS 115-2 required increased and more timely
disclosures sought by investors regarding expected cash flows, credit losses, and an aging of
securities with unrealized losses. The company adopted FSP FAS 115-2 on April 1, 2009. Upon
adoption, the company recorded a cumulative effect adjustment of $1.5 million to the April 1, 2009,
opening balance of retained earnings with a corresponding adjustment to accumulated other
comprehensive income.
In May 2009, the FASB issued Statement No. 165, Subsequent Events (SFAS 165). SFAS 165,
which is now encompassed in ASC Topic 855, Subsequent Events, established general standards of
accounting for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically, SFAS 165 provided
clarity around the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions
10
that may occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements, and the disclosure that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 was effective for
interim and annual financial reporting periods ending after June 15, 2009, and was applied
prospectively. The company has made the required disclosures at Note 14, Subsequent Events.
In June 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets
an amendment of FASB Statement No. 140, (FASB Statement No. 166), which addresses the effects of
eliminating the qualifying special-purpose entity concept from FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (FASB Statement
No. 140), and will generally subject those entities to the consolidation guidance applied to other
VIEs as provided by FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R) (FASB
Statement No. 167). FASB Statements No. 166 and 167 have yet to be entered by the FASB into the
ASC. Specifically, FASB Statement No. 166 introduces the concept of a participating interest, which
will limit the circumstances where the transfer of a portion of a financial asset will qualify as a
sale, assuming all other derecogntion criteria are met, and clarifies and amends the derecogntion
criteria for determining whether a transfer qualifies for sale accounting. FASB Statement No. 166
will be applied prospectively to new transfers of financial assets occurring on or after January 1,
2010. The company is currently assessing the impact of FASB Statement No. 166 on its Condensed
Consolidated Financial Statements.
In June 2009, the FASB issued Statement No. 167, which addresses the effects of eliminating
the qualifying special-purpose entity concept from FASB Statement No. 140 and amends certain
provisions of FIN 46(R). Specifically, FASB Statement No. 167 amends certain provisions for
determining whether an entity is a VIE, it requires a qualitative rather than a quantitative
analysis to determine whether the company is the primary beneficiary of a VIE, it amends FIN
46(R)s consideration of related party relationships in the determination of the primary
beneficiary of a VIE by providing an exception regarding de facto agency relationships in certain
circumstances, it requires continuous assessments of whether the company is a VIEs primary
beneficiary, and it requires enhanced disclosures about the companys involvement with VIEs, which
are generally consistent with those disclosures required by FSP FAS 140-4 and FIN 46(R)-8 discussed
above. The company is currently assessing the impact of FASB Statement No. 167 on its Condensed
Consolidated Financial Statements. FASB Statement No. 167, which is effective January 1, 2010, may
have a significant impact on the presentation of the companys financial statements,
as its provisions may require the company to consolidate many managed investment products that are
not currently consolidated.
In July 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles A Replacement of FASB Statement No.
162, (FASB Statement No. 168). FASB Statement No. 168 replaced the existing hierarchy of U.S.
Generally Accepted Accounting Principles with the FASB ASC as the single source of authoritative
U.S. accounting and reporting standards applicable for all nongovernmental entities, with the
exception of guidance issued by the U.S. Securities and Exchange Commission and its staff. FASB
Statement No. 168 is now encompassed in ASC Topic 105, Generally Accepted Accounting Principles,
and was effective July 1, 2009. The company has replaced references to FASB accounting standards
with ASC references, where applicable and relevant, in this Report.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Investments in
Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2009-12). ASU
2009-12 amends ASC Topic 820 to provide further guidance on how to measure the fair value of
investments in alternative investments, such as hedge, private equity, real estate, venture
capital, offshore and fund of funds. ASU 2009-12 permits, as a practical expedient, the measurement
of fair value of an investment on the basis of the net asset value per share of the investment (or
its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with ASC Topic 946, U.S. GAAP for Investment Companies, including measurement
of all or substantially all of the funds underlying investments being accounted for at fair value
in accordance with ASC Topic 820. ASU 2009-12 is effective for interim and annual periods ending
after December 15, 2009. The company is currently assessing the impact of ASU 2009-12 on its
Condensed Consolidated Financial Statements.
11
2. FAIR VALUE OF ASSETS AND LIABILITIES
The carrying value and fair value of financial instruments is presented in the below summary
table:
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September 30, 2009 |
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December 31, 2008 |
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Footnote |
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Carrying |
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Carrying |
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$ in millions |
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Reference |
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Value |
|
Fair Value |
|
Value |
|
Fair Value |
Cash and cash equivalents |
|
2 |
|
|
923.8 |
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|
923.8 |
|
|
|
585.2 |
|
|
|
585.2 |
|
Available for sale investments |
|
2, 3 |
|
|
108.9 |
|
|
|
108.9 |
|
|
|
103.9 |
|
|
|
103.9 |
|
Assets held for policyholders |
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|
|
|
|
|
1,190.4 |
|
|
|
1,190.4 |
|
|
|
840.2 |
|
|
|
840.2 |
|
Trading investments |
|
2, 3 |
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81.0 |
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81.0 |
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36.2 |
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|
36.2 |
|
Support agreements |
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9, 12 |
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(2.5 |
) |
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(2.5 |
) |
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(5.5 |
) |
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(5.5 |
) |
Policyholder payables |
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(1,190.4 |
) |
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(1,190.4 |
) |
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(840.2 |
) |
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(840.2 |
) |
Current maturities of long-term debt |
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4 |
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(294.2 |
) |
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(296.1 |
) |
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(297.2 |
) |
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(277.3 |
) |
Long-term debt |
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4 |
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(745.7 |
) |
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(753.1 |
) |
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(862.0 |
) |
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(711.2 |
) |
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71.3 |
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62.0 |
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(439.4 |
) |
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(268.7 |
) |
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A three-level valuation hierarchy exists for disclosure of fair value measurements based upon
the transparency of inputs to the valuation of an asset or liability as of the measurement date.
The three levels are defined as follows:
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Level 1 inputs to the valuation methodology are quoted prices (unadjusted)
for identical assets or liabilities in active markets. |
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Level 2 inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the financial
instrument. |
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Level 3 inputs to the valuation methodology are unobservable and significant
to the fair value measurement. |
An asset or liabilitys categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
There are three types of valuation approaches: a market approach, which uses observable prices
and other relevant information that is generated by market transactions involving identical or
comparable assets or liabilities; an income approach, which uses valuation techniques to convert
future amounts to a single, discounted present value amount; and a cost approach, which is based on
the amount that currently would be required to replace the service capacity of an asset.
The following is a description of the valuation methodologies used for assets and liabilities
measured at fair value, as well as the general classification of such assets and liabilities
pursuant to the valuation hierarchy.
Cash equivalents
Cash equivalents include cash investments in money market funds and time deposits. Cash and
cash equivalents invested in affiliated money market funds totaled $612.3 million at September 30,
2009 (December 31, 2008: $209.4 million). Cash investments in money market funds are valued under
the market approach through the use of quoted market prices in an active market, which is the net
asset value of the underlying funds, and are classified within level 1 of the valuation hierarchy.
Cash investments in time deposits of $145.3 million at September 30, 2009 (December 31, 2008:
$156.4 million) are very short-term in nature and are accordingly valued at cost plus accrued
interest, which approximates fair value, and are classified within level 2 of the valuation
hierarchy.
Available-for-sale investments
Available-for-sale investments include amounts seeded into affiliated investment products,
foreign time deposits and investments in affiliated collateralized loan obligations (CLOs). Seed
money is valued under the market approach through the use of quoted market prices available in an
active market and is classified within level 1 of the valuation hierarchy. Seed money investments
are investments held in Invesco managed funds with the purpose of providing capital to the funds
during their development periods. These investments are recorded at fair value using quoted market
prices in active markets; there is no modeling or additional information needed to arrive at the
fair values of these investments. Foreign time deposits are valued under the income approach based
on observable interest rates and are classified within level 2 of the valuation hierarchy. CLOs are
valued using an income approach
12
through the use of certain observable and unobservable inputs. Due to current liquidity
constraints within the market for CLO products that require the use of unobservable inputs, these
investments are classified as level 3 within the valuation hierarchy.
Trading investments
Trading investments primarily include the investments of the deferred compensation plans that
are offered to certain Invesco employees. These investments are primarily invested in affiliated
funds that are held to economically hedge current and non-current deferred compensation
liabilities. Trading securities are valued under the market approach through the use of quoted
prices in an active market and are classified within level 1 of the valuation hierarchy.
Assets held for policyholders
Assets held for policyholders represent investments held by one of the companys subsidiaries,
which is an insurance entity that was established to facilitate retirement savings plans in the
U.K. The assets held for policyholders are accounted for at fair value pursuant to ASC Topic 944,
Financial Services Insurance, and are comprised primarily of affiliated unitized funds. The
assets are measured at fair value under the market approach based on the quoted prices of the
underlying funds in an active market and are classified within level 1 of the valuation hierarchy.
The policyholder liabilities are indexed to the value of the assets held for policyholders.
The following table presents, for each of the hierarchy levels described above, the carrying
value of the companys assets, including major security type for equity and debt securities, which
are measured at fair value on the face of the statement of financial position as of September 30,
2009.
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As of September 30, 2009 |
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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Fair Value |
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Identical Assets |
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Observable Inputs |
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Unobservable Inputs |
$ in millions |
|
Measurements |
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(Level 1) |
|
(Level 2) |
|
(Level 3) |
Current assets: |
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Cash equivalents: |
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Money market funds |
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612.3 |
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612.3 |
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Time deposits |
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145.3 |
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145.3 |
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Investments:* |
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Available-for-sale: |
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Seed money |
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71.6 |
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71.6 |
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Foreign time deposits |
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21.1 |
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21.1 |
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Trading investments: |
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Investments related to
deferred compensation plans |
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80.8 |
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80.8 |
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Other |
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0.2 |
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0.2 |
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Assets held for policyholders |
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1,190.4 |
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1,190.4 |
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Total current assets |
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2,121.7 |
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1,955.3 |
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166.4 |
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Non-current assets: |
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Investments available-for-sale: |
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|
Collateralized loan obligations |
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|
16.2 |
|
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|
16.2 |
|
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Total assets at fair value |
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|
2,137.9 |
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|
1,955.3 |
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|
166.4 |
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16.2 |
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* |
|
Other current cost method investments of $0.5 million are excluded
from this table. Other non-current equity and cost method investments
of $120.7 million are also excluded from this table. These investments
are not measured at fair value, in accordance with applicable
accounting standards. |
13
The following table presents, for each of the hierarchy levels described above, the carrying
value of the companys assets that are measured at fair value as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 |
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
Significant Other |
|
Significant |
|
|
Fair Value |
|
Identical Assets |
|
Observable Inputs |
|
Unobservable Inputs |
$ in millions |
|
Measurements |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
365.8 |
|
|
|
209.4 |
|
|
|
156.4 |
|
|
|
|
|
Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
86.4 |
|
|
|
69.1 |
|
|
|
17.3 |
|
|
|
|
|
Trading investments |
|
|
36.2 |
|
|
|
36.2 |
|
|
|
|
|
|
|
|
|
Assets held for policyholders |
|
|
840.2 |
|
|
|
840.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,328.6 |
|
|
|
1,154.9 |
|
|
|
173.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments available-for-sale* |
|
|
17.5 |
|
|
|
|
|
|
|
|
|
|
|
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
|
1,346.1 |
|
|
|
1,154.9 |
|
|
|
173.7 |
|
|
|
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Other current cost method investments of $1.0 million are excluded
from this table. Other non-current equity and cost method investments
of $103.8 million are also excluded from this table. These investments
are not measured at fair value, in accordance with applicable
accounting standards. |
The following table shows a reconciliation of the beginning and ending fair value measurements
for level 3 assets during the three and nine month periods ending September 30, 2009, which are
comprised solely of CLOs, and are valued using significant unobservable inputs:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended Sept 30, |
|
Ended Sept 30, |
$ in millions |
|
2009 |
|
2009 |
Beginning balance |
|
|
13.4 |
|
|
|
17.5 |
|
Net unrealized gains and losses included in accumulated other comprehensive income/(loss)* |
|
|
3.6 |
|
|
|
4.5 |
|
Purchases and issuances |
|
|
|
|
|
|
|
|
Other-than-temporary impairment included in other gains and losses, net |
|
|
(0.8 |
) |
|
|
(5.2 |
) |
Return of capital |
|
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
16.2 |
|
|
|
16.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Of these net unrealized gains and losses included in accumulated other
comprehensive income/(loss), $3.6 million for the three months ended
September 30, 2009, and $4.5 million for the nine months ended
September 30, 2009, are attributed to the change in unrealized gains
and losses related to assets still held at September 30, 2009. |
14
The following table shows a reconciliation of the beginning and ending fair value measurements
for level 3 assets during the three and nine month periods ending September 30, 2008, which are
comprised solely of CLOs, and are valued using significant unobservable inputs:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended Sept 30, |
|
Ended Sept 30, |
$ in millions |
|
2008 |
|
2008 |
Beginning balance |
|
|
30.7 |
|
|
|
39.0 |
|
Net unrealized gains and losses included in accumulated other comprehensive income* |
|
|
|
|
|
|
(0.2 |
) |
Purchases and issuances |
|
|
0.7 |
|
|
|
1.5 |
|
Other-than-temporary impairment included in other gains and losses, net |
|
|
(9.4 |
) |
|
|
(16.8 |
) |
Return of capital |
|
|
(0.8 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
21.2 |
|
|
|
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Of these net unrealized gains and losses included in accumulated other
comprehensive income, $0.0 million for the three months ended
September 30, 2008, and $0.2 million for the nine months ended
September 30, 2008, are attributed to the change in unrealized gains
and losses related to assets still held at September 30, 2008. |
3. INVESTMENTS
Current Investments
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
September 30, |
|
December 31, |
$ in millions |
|
2009 |
|
2008 |
Available-for-sale investments: |
|
|
|
|
|
|
|
|
Seed money |
|
|
71.6 |
|
|
|
69.1 |
|
Foreign time deposits |
|
|
21.1 |
|
|
|
17.3 |
|
Trading investments: |
|
|
|
|
|
|
|
|
Investments related to deferred compensation plans |
|
|
80.8 |
|
|
|
35.5 |
|
Other |
|
|
0.2 |
|
|
|
0.7 |
|
Other |
|
|
0.5 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
Total current investments |
|
|
174.2 |
|
|
|
123.6 |
|
|
|
|
|
|
|
|
|
|
Non-current Investments
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
September 30, |
|
December 31, |
$ in millions |
|
2009 |
|
2008 |
Available-for-sale investments: |
|
|
|
|
|
|
|
|
Collateralized loan obligations |
|
|
16.2 |
|
|
|
17.5 |
|
Other |
|
|
8.9 |
|
|
|
8.5 |
|
Equity method investments |
|
|
111.8 |
|
|
|
95.3 |
|
|
|
|
|
|
|
|
|
|
Total non-current investments |
|
|
136.9 |
|
|
|
121.3 |
|
|
|
|
|
|
|
|
|
|
15
The
portion of trading gains and losses for the nine months ended
September 30, 2009 that relates to trading securities
still held at September 30, 2009 was $15.5 million. Realized gains and losses recognized in the
income statement during the year from investments classified as available-for-sale are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
For the Nine Months Ended |
|
|
September 30, 2009 |
|
September 30, 2009 |
|
|
Proceeds |
|
Gross |
|
Gross |
|
Proceeds |
|
Gross |
|
Gross |
|
|
from |
|
Realized |
|
Realized |
|
from |
|
Realized |
|
Realized |
$ in millions |
|
Sales |
|
Gains |
|
Losses |
|
Sales |
|
Gains |
|
Losses |
Current available-for-sale investments |
|
|
7.3 |
|
|
|
2.5 |
|
|
|
(0.2 |
) |
|
|
35.0 |
|
|
|
5.6 |
|
|
|
(1.6 |
) |
Non-current available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
Upon the sale of available-for-sale securities, net realized gains of $2.3 million and
$4.0 million were transferred from accumulated other comprehensive income into the Condensed
Consolidated Statements of Income during the three and nine months ended September 30, 2009,
respectively. The specific identification method is used to determine the realized gain or loss on
securities sold or otherwise disposed.
Gross unrealized holding gains and losses recognized in other accumulated comprehensive income
from available-for-sale investments are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
December 31, 2008 |
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
|
|
|
|
|
|
|
Holding |
|
Holding |
|
Fair |
|
|
|
|
|
Holding |
|
Holding |
|
Fair |
$ in millions |
|
Cost |
|
Gains |
|
Losses |
|
Value |
|
Cost |
|
Gains |
|
Losses |
|
Value |
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seed money |
|
|
72.9 |
|
|
|
5.6 |
|
|
|
(6.9 |
) |
|
|
71.6 |
|
|
|
78.9 |
|
|
|
3.7 |
|
|
|
(13.5 |
) |
|
|
69.1 |
|
Foreign time deposits |
|
|
21.1 |
|
|
|
|
|
|
|
|
|
|
|
21.1 |
|
|
|
17.3 |
|
|
|
|
|
|
|
|
|
|
|
17.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current available-for-sale investments |
|
|
94.0 |
|
|
|
5.6 |
|
|
|
(6.9 |
) |
|
|
92.7 |
|
|
|
96.2 |
|
|
|
3.7 |
|
|
|
(13.5 |
) |
|
|
86.4 |
|
Non-current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLOs |
|
|
12.8 |
|
|
|
3.6 |
|
|
|
(0.2 |
) |
|
|
16.2 |
|
|
|
17.1 |
|
|
|
0.4 |
|
|
|
|
|
|
|
17.5 |
|
Other |
|
|
7.2 |
|
|
|
1.7 |
|
|
|
|
|
|
|
8.9 |
|
|
|
6.8 |
|
|
|
1.7 |
|
|
|
|
|
|
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current available-for-sale
investments: |
|
|
20.0 |
|
|
|
5.3 |
|
|
|
(0.2 |
) |
|
|
25.1 |
|
|
|
23.9 |
|
|
|
2.1 |
|
|
|
|
|
|
|
26.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114.0 |
|
|
|
10.9 |
|
|
|
(7.1 |
) |
|
|
117.8 |
|
|
|
120.1 |
|
|
|
5.8 |
|
|
|
(13.5 |
) |
|
|
112.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale debt securities as of September 30, 2009, by maturity, are set out below:
|
|
|
|
|
|
|
Available-for-Sale |
$ in millions |
|
(Fair Value) |
Less than one year |
|
|
20.5 |
|
One to five years |
|
|
2.1 |
|
Five to ten years |
|
|
4.1 |
|
Greater than ten years |
|
|
10.6 |
|
|
|
|
|
|
Total available-for-sale |
|
|
37.3 |
|
|
|
|
|
|
The following table provides the breakdown of available-for-sale investments with unrealized
losses at September 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
12 Months or Greater |
|
Total |
|
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
$ in millions |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
Seed money |
|
|
6.4 |
|
|
|
(0.5 |
) |
|
|
23.6 |
|
|
|
(6.4 |
) |
|
|
30.0 |
|
|
|
(6.9 |
) |
CLOs |
|
|
1.3 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
(0.2 |
) |
16
The following table provides the breakdown of available-for-sale investments with unrealized
losses at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
12 Months or Greater |
|
Total |
|
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
$ in millions |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
Seed money |
|
|
47.1 |
|
|
|
(12.8 |
) |
|
|
8.7 |
|
|
|
(0.7 |
) |
|
|
55.8 |
|
|
|
(13.5 |
) |
The company has reviewed investment securities for other-than-temporary impairment in
accordance with its accounting policy and has recognized other-than-temporary impairment charges of
$5.2 million and $2.7 million on CLOs and seed money, respectively, during the nine months ended
September 30, 2009, as discussed in Note 2.
As of September 30, 2009, the company reviewed the cash flow estimates of its CLOs, which are
based on the underlying pools of securities and take into account the overall credit quality of the
issuers, the forecasted default rates of the securities, and the companys past experience in
managing similar securities. These estimates of future cash flows, taking into account both timing
and amounts and discounted using appropriate discount rates, indicated a sustained decline in
valuation, resulting in credit-related other-than-temporary impairment charges recorded in other
gains and losses, net, on the Condensed Consolidated Statements of Income during the three- and
nine-months ended September 30, 2009, of $0.8 million and $5.2 million, respectively. These
securities may recover their value over time; the company does not intend to sell its CLO
investments before maturity.
As
discussed in Note 1, Accounting Policies, the company
adopted FSP FAS 115-2, now encompassed in ASC Topic 320, on April 1,
2009. Upon adoption, the company recorded a cumulative effect adjustment of $1.5 million to the
April 1, 2009, opening balance of retained earnings with a corresponding adjustment to accumulated
other comprehensive income, representing the non-credit component of previously-recognized
other-than-temporary impairment. During the three months ended September 30, 2009, $0.3 million was
recorded as a charge to other comprehensive income from other-than-temporary impairment related to
non-credit related factors, primarily the change in discount rates during the period. A rollforward
of the cumulative credit-related other-than-temporary impairment charges recognized in earnings for
which some portion of the impairment was recorded in other comprehensive income is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
In millions |
|
September 30, 2009 |
|
September 30, 2009 |
Beginning balance |
|
|
17.6 |
|
|
|
16.8 |
|
Additional credit losses recognized during the period related to securities for which: |
|
|
|
|
|
|
|
|
No OTTI has been previously recognized |
|
|
|
|
|
|
|
|
OTTI has been previously recognized |
|
|
0.6 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
18.2 |
|
|
|
18.2 |
|
|
|
|
|
|
|
|
|
|
The gross unrealized losses from seed money investments during 2009 were primarily caused by
declines in the market value of the underlying funds and foreign exchange movements. After
conducting a review of the financial condition and near-term prospects of the underlying securities
in the seeded funds as well as the severity and duration of the impairment, the company does not
consider any material portion of its gross unrealized losses on these securities to be
other-than-temporarily impaired. The securities are expected to recover their value over time and
the company has the intent and ability to hold the securities until this recovery occurs.
17
4. LONG-TERM DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
December 31, 2008 |
|
|
Carrying |
|
|
|
|
|
Carrying |
|
|
$ in millions |
|
Value |
|
Fair Value |
|
Value |
|
Fair Value |
Unsecured Senior Notes*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5% due December 15, 2009 |
|
|
294.2 |
|
|
|
296.1 |
|
|
|
297.2 |
|
|
|
277.3 |
|
5.625% due April 17, 2012 |
|
|
215.1 |
|
|
|
220.9 |
|
|
|
300.0 |
|
|
|
231.0 |
|
5.375% due February 27, 2013 |
|
|
333.5 |
|
|
|
336.8 |
|
|
|
350.0 |
|
|
|
299.5 |
|
5.375% due December 15, 2014 |
|
|
197.1 |
|
|
|
195.4 |
|
|
|
200.0 |
|
|
|
168.7 |
|
Floating rate credit facility expiring March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
12.0 |
|
|
|
12.0 |
|
Floating rate credit facility expiring June 9, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
1,039.9 |
|
|
|
1,049.2 |
|
|
|
1,159.2 |
|
|
|
988.5 |
|
Less: current maturities of long-term debt |
|
|
294.2 |
|
|
|
296.1 |
|
|
|
297.2 |
|
|
|
277.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
745.7 |
|
|
|
753.1 |
|
|
|
862.0 |
|
|
|
711.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The companys Senior Note indentures contain certain restrictions on
mergers or consolidations. Beyond these items, there are no other
restrictive covenants in the indentures. |
On June 2, 2009, the company commenced a tender offer for the maximum aggregate principal
amount of the outstanding 5.625% senior notes due 2012, the 5.375% senior notes due 2013, and the
5.375% senior notes due 2014 (collectively, the Notes) that it could purchase for $100.0 million
at a purchase price per $1,000 principal amount determined in accordance with the procedures of a
modified Dutch Auction (tender offer). The tender offer expired at midnight on June 29, 2009, and
on June 30, 2009, $104.3 million of the Notes had been retired, generating a gross gain of $4.3
million upon the retirement of debt at a discount ($3.3 million net of related expenses and the
write-off of remaining unamortized debt discount costs), which was recorded in other gains and
losses, net, on the Condensed Consolidated Statements of Income in the three months ended June 30,
2009.
The fair market value of the companys long term debt was determined by market quotes provided
by Bloomberg. In the absence of an active market, the company relies upon the average price quoted
by brokers for determining the fair market value of the debt. The level of trading, both in number
of trades and amount of Notes traded, has increased to a level that the company believes to be a
reasonable representation of the current fair market value of the Notes.
Analysis of Borrowings by Maturity:
|
|
|
|
|
$ in millions |
|
September 30, 2009 |
2009 |
|
|
294.2 |
|
2010 |
|
|
|
|
2011 |
|
|
|
|
2012 |
|
|
215.1 |
|
2013 |
|
|
333.5 |
|
Thereafter |
|
|
197.1 |
|
|
|
|
|
|
Total long-term debt |
|
|
1,039.9 |
|
|
|
|
|
|
On June 9, 2009, the company completed a new three-year $500.0 million revolving bank credit
facility. The new credit facility replaced the $900.0 million credit facility that was scheduled to
expire on March 31, 2010, but was terminated concurrent with the entry into the new credit
facility. No early termination fees were incurred, and at the time of the termination, there were
no loans outstanding under the prior credit facility.
Amounts borrowed under the new credit facility are repayable at maturity on June 9, 2012,
provided that such maturity date will automatically be accelerated to March 16, 2012, if 90% or
more of the $300.0 million face amount of the companys 5.625% senior notes due 2012, are not
repaid, repurchased or defeased prior to March 16, 2012. Subject to certain conditions, the company
has the right to increase the aggregate borrowings under the new credit facility up to $750.0
million.
18
At September 30, 2009, there was no outstanding balance on the new credit facility expiring
June 9, 2012. Borrowings under the new credit facility will bear interest at (i) LIBOR for
specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of
America prime rate, (b) the Federal Funds rate plus 0.50% and (c) LIBOR for an interest period of
one month plus 1.00%), plus, in either case, an applicable margin determined with reference to the
companys credit ratings and specified credit default spreads. Based on credit ratings as of
September 30, 2009, of the company and such credit default spreads, the applicable margin for
LIBOR-based loans was 1.50% and for base rate loans was 0.50%. In addition, the company is required
to pay the lenders a facility fee on the aggregate commitments of the lenders (whether or not used)
at a rate per annum which is based on the companys credit ratings. Based on credit ratings as of
September 30, 2009, the annual facility fee was equal to 0.50%. The weighted average interest rate
on the prior credit facility expiring March 31, 2010, was 4.06% at September 30, 2008.
The credit agreement governing the new credit facility contains customary restrictive
covenants on the company and its subsidiaries. Restrictive covenants in the credit agreement
include, but are not limited to: prohibitions on creating, incurring or assuming any liens; making
or holding external loans; entering into certain restrictive merger arrangements; selling, leasing,
transferring or otherwise disposing of assets; making certain investments; making a material change
in the nature of the business; making material amendments to organic documents; making a
significant accounting policy change in certain situations; making or entering into restrictive
agreements; becoming a general partner to certain investments; entering into transactions with
affiliates; incurring certain indebtedness through the non-guarantor subsidiaries; and making
certain restricted payments (with respect to equity and debt holders). Many of these restrictions
are subject to certain minimum thresholds and exceptions. Financial covenants under the credit
agreement include: (i) the quarterly maintenance of a debt/EBITDA ratio, as defined in the credit
agreement, of not greater than 3.25:1.00 through December 31, 2010, and not greater than 3.00:1.00
thereafter, (ii) a 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, and (iii) maintenance on a monthly basis of consolidated long-term assets under
management (as defined in the credit agreement) of not less than $194.8 billion, which amount is
subject to a one-time reset by the company under certain conditions.
The credit agreement governing the new credit facility also contains customary provisions
regarding events of default which could result in an acceleration or increase in amounts due,
including (subject to certain materiality thresholds and grace periods) payment default, failure to
comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency
proceedings, change of control, certain judgments, ERISA matters, cross-default to other debt
agreements, governmental action prohibiting or restricting the company or its subsidiaries in a
manner that has a material adverse effect and failure of certain guaranty obligations.
The lenders (and their respective affiliates) may have provided, and may in the future
provide, investment banking, cash management, underwriting, lending, commercial banking, leasing,
foreign exchange, trust or other advisory services to the company and its subsidiaries and
affiliates. These parties may have received, and may in the future receive, customary compensation
for these services.
5. COMMON SHARES AND SHARES OUTSTANDING
Movements in the number of common shares issued are represented in the table below:
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
Nine Months |
|
|
Ended Sept 30, |
|
Ended Sept 30, |
In millions |
|
2009 |
|
2008 |
Shares Issued Beginning Balance |
|
|
426.6 |
|
|
|
424.7 |
|
Issue of new shares |
|
|
32.9 |
|
|
|
|
|
Exercise of options |
|
|
|
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
Shares Issued Ending Balance |
|
|
459.5 |
|
|
|
426.6 |
|
|
|
|
|
|
|
|
|
|
Less: Treasury shares for which dividend and voting rights do not apply |
|
|
(30.7 |
) |
|
|
(42.0 |
) |
|
|
|
|
|
|
|
|
|
Shares outstanding |
|
|
428.8 |
|
|
|
384.6 |
|
|
|
|
|
|
|
|
|
|
On May 26, 2009, the company issued 32.9 million shares in a public offering that produced
gross proceeds of $460.5 million ($441.8 million net of related expenses).
Total
treasury shares at September 30, 2009, were 43.3 million (September 30, 2008: 53.2 million), including 12.6 million unvested restricted stock awards (September 30, 2008: 11.2
million) for which dividend and voting rights apply.
19
During the nine months ended September 30, 2009, Invesco Ltd. did not purchase any shares in
the market and in private transactions with current executive and other officers of the company
(nine months ended September 30, 2008: 12.3 million shares at a cost of $313.3 million).
Separately, an aggregate of 1.1 million shares were withheld on vesting events during the nine
months ended September 30, 2009, to meet employees withholding tax obligations (2008: 0 shares).
The value of these shares withheld was $12.6 million (nine months ended September 30, 2008: $0).
6. OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income/(loss) were as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
$ in millions |
|
2009 |
|
2008 |
Net unrealized gains/(losses) on available-for-sale investments |
|
|
3.8 |
|
|
|
(7.7 |
) |
Tax on unrealized (losses)/gains on available-for-sale investments |
|
|
(0.9 |
) |
|
|
0.1 |
|
Cumulative foreign currency translation adjustments |
|
|
376.1 |
|
|
|
(46.3 |
) |
Tax on cumulative foreign currency translation adjustments |
|
|
2.0 |
|
|
|
1.3 |
|
Pension liability adjustments |
|
|
(61.3 |
) |
|
|
(59.4 |
) |
Tax on pension liability adjustments |
|
|
16.7 |
|
|
|
16.2 |
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income/(loss) |
|
|
336.4 |
|
|
|
(95.8 |
) |
|
|
|
|
|
|
|
|
|
Total other comprehensive income details are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
$ in millions |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Net income, including gains and losses attributable to
noncontrolling interests |
|
|
104.7 |
|
|
|
136.1 |
|
|
|
75.1 |
|
|
|
450.3 |
|
Adoption of FSP FAS 115-2 |
|
|
|
|
|
|
|
|
|
|
(1.5 |
) |
|
|
|
|
Unrealized holding gains and losses on available-for-sale investments |
|
|
11.4 |
|
|
|
(17.7 |
) |
|
|
9.1 |
|
|
|
(26.8 |
) |
Tax on net unrealized holding gains and losses on available-for-sale
investments |
|
|
(0.6 |
) |
|
|
1.6 |
|
|
|
(1.8 |
) |
|
|
4.1 |
|
Reclassification adjustments for net gains and losses on
available-for-sale investments included in net income |
|
|
(1.5 |
) |
|
|
8.3 |
|
|
|
3.9 |
|
|
|
12.7 |
|
Tax on reclassification adjustments for net gains and losses on
available-for-sale investments included in net income |
|
|
0.4 |
|
|
|
(0.4 |
) |
|
|
0.8 |
|
|
|
(2.2 |
) |
Foreign currency translation adjustments |
|
|
102.9 |
|
|
|
(356.3 |
) |
|
|
422.4 |
|
|
|
(364.4 |
) |
Tax on foreign currency translation adjustments |
|
|
(0.2 |
) |
|
|
(1.7 |
) |
|
|
0.6 |
|
|
|
(1.8 |
) |
Adjustments to pension liability |
|
|
1.6 |
|
|
|
12.3 |
|
|
|
(1.9 |
) |
|
|
12.5 |
|
Tax on adjustments to pension liability |
|
|
(1.4 |
) |
|
|
(4.1 |
) |
|
|
0.6 |
|
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss) |
|
|
217.3 |
|
|
|
(221.9 |
) |
|
|
507.3 |
|
|
|
80.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. TAXATION
At September 30, 2009, the total amount of gross unrecognized tax benefits was $38.7 million
as compared to the December 31, 2008, total amount of $55.9 million. During the three months ended
September 30, 2009, a net tax benefit of $11.9 million was recognized as a result of the expiration
of the statute of limitations for certain tax positions related to the 2005 tax year.
The company and its subsidiaries file annual income tax returns in the United States (U.S.)
federal jurisdiction, various U.S. state and local jurisdictions, and in numerous foreign
jurisdictions. A number of years may elapse before an uncertain tax position, for which the company
has unrecognized tax benefits, is finally resolved. To the extent that the company has favorable
tax settlements, or determines that accrued amounts are no longer needed due to a lapse in the
applicable statute of limitations or other reasons, such liabilities, as well as the related
interest and penalty, would be reversed as a reduction of income tax expense (net of federal tax
effects, if applicable) in the period such determination is made.
20
8. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income attributable to common
shareholders by the weighted average number of shares outstanding during the periods, excluding
treasury shares. Diluted earnings per share is computed using the treasury stock method, which
requires computing share equivalents and dividing net income attributable to common shareholders by
the total weighted average number of shares and share equivalents outstanding during the periods.
The calculation of earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
Attributable to |
|
|
|
|
|
|
|
|
|
Common |
|
|
Weighted Average |
|
|
Per Share |
|
In millions, except per share data |
|
Shareholders |
|
|
Number of Shares* |
|
|
Amount |
|
For the three months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
105.2 |
|
|
|
431.6 |
|
|
$ |
0.24 |
|
Dilutive effect of share-based awards |
|
|
|
|
|
|
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
105.2 |
|
|
|
437.7 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
131.8 |
|
|
|
388.4 |
|
|
$ |
0.34 |
|
Dilutive effect of share-based awards |
|
|
|
|
|
|
10.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
131.8 |
|
|
|
399.3 |
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
Attributable to |
|
|
|
|
|
|
|
|
|
Common |
|
|
Weighted Average |
|
|
Per Share |
|
In millions, except per share data |
|
Shareholders |
|
|
Number of Shares* |
|
|
Amount |
|
For the nine months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
211.6 |
|
|
|
411.5 |
|
|
$ |
0.51 |
|
Dilutive effect of share-based awards |
|
|
|
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
211.6 |
|
|
|
417.8 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
449.8 |
|
|
|
389.5 |
|
|
$ |
1.15 |
|
Dilutive effect of share-based awards |
|
|
|
|
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
449.8 |
|
|
|
400.2 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The basic weighted average number of shares for the three months ended
and the nine months ended September 30, 2008, was restated upon the
adoption of EITF 03-6-1, as discussed in Note 1. The adoption of FSP
EITF 03-6-1 resulted in a change to the nine months ended September
30, 2008, reported diluted earnings per share amount of $0.01. There
was no change to the three months ended September 30, 2008, figures. |
See Note 10, Share-based Compensation, for a summary of share awards outstanding under the
companys share-based payment programs. These programs could result in the issuance of common
shares that would affect the measurement of basic and diluted earnings per share.
Options to purchase 12.9 million shares at a weighted average exercise price of 1,876 pence
were outstanding for the nine months ended September 30, 2009 (nine months ended September 30,
2008: 13.8 million share options at a weighted average exercise price of 1,890 pence), but were not
included in the computation of diluted earnings per share because the options exercise price was
greater than the average market price of the shares and therefore their inclusion would have been
anti-dilutive.
The company excluded 1.6 million contingently issuable shares from the diluted earnings per
share computation for the nine months ended September 30, 2009 (nine months ended September 30,
2008: 0.4 million contingently issuable shares), because the necessary performance conditions for
the shares to be issuable had not yet been satisfied at the end of the respective period. There
21
were no contingently issuable shares that were excluded from the computation of diluted
earnings per share during the nine months ended September 30, 2009 and 2008, due to their inclusion
being anti-dilutive.
9. CONSOLIDATED INVESTMENT PRODUCTS
The company provides investment management services to, and has transactions with, various
private equity, real estate, fund-of-funds, 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. Certain of these investments are considered to be variable
interest entities (VIEs). If
the company is the primary beneficiary of the VIEs, then the investment products are consolidated
into the companys financial statements. Other partnership
entities are consolidated under a voting interest entity (VOE) model where the company is the general partner and is presumed to have
control, in the absence of simple majority kick-out rights to remove the general partner, simple
majority liquidation rights to dissolve the partnership, or any substantive participating rights of
the other limited partners.
For investment products that are structured as partnerships and are determined to be VIEs,
including private equity, real estate and fund-of-funds products, the company evaluates the
structure of the partnership to determine if it is the primary beneficiary of the investment
product. This evaluation includes assessing the rights of the limited partners to transfer their
economic interests in the investment product. If the limited partners lack objective rights to
transfer their economic interests, they are considered to be de facto agents of the company,
resulting in the company determining that it is the primary beneficiary of the investment product.
The company generally takes less than a 1% investment in these entities as the general partner.
Interests in unconsolidated private equity, real estate and fund-of-funds products are classified
as equity method investments in the companys Condensed Consolidated Balance Sheets. The companys
risk with respect to each investment is limited to its equity ownership and any uncollected
management fees. Therefore, gains or losses of consolidated investment products have not had a
significant impact on the companys results of operations, liquidity or capital resources. The
company has no right to the benefits from, nor does it bear the risks associated with, these
investments, beyond the companys minimal direct investments in, and management fees generated
from, the investment products. If the company were to liquidate, these investments would not be
available to the general creditors of the company, and as a result, the company does not consider
investments held by consolidated investment products to be company assets.
For CLO entities, as discussed in Note 2, Fair Value of Assets and Liabilities, the company
generally takes only a relatively small portion of the unrated, junior subordinated positions. The
companys investments in CLOs are generally subordinated to other interests in the entities and
entitle the investors to receive the residual cash flows, if any, from the entities. Investors in
CLOs have no recourse against the company for any losses sustained in the CLO structure. The
companys ownership interests, which are classified as available-for-sale investments on the
companys Condensed Consolidated Balance Sheets, combined with its other interests (management and
incentive fees), are quantitatively assessed to determine if the company is the primary beneficiary
of these entities. The company determined that it did not absorb the majority of the expected gains
or losses from the CLOs and therefore is not their primary beneficiary. The companys equity
interest in the CLOs of $16.2 million at September 30, 2009 (December 31, 2008: $17.5 million),
represents its maximum risk of loss.
As discussed in Note 12, Commitments and Contingencies, the company has entered into
contingent support agreements for two of its investment trusts to enable them to sustain a stable
pricing structure, creating variable interests in these VIEs. The company earns management fees
from the trusts and has a small investment in one of these trusts. The company was not deemed to be
the primary beneficiary of these trusts after considering any explicit and implicit variable
interests in relation to the total expected gains and losses of the trusts. The maximum committed
amount under the support agreements, which represents the companys maximum risk of loss, is
equivalent to the amount of support that the trusts required as of September 30, 2009, to maintain
the net asset value of the trusts at $1.00 per share. The recorded fair value of the guarantees
related to these agreements at September 30, 2009, was estimated to be $2.5 million (December 31,
2008: $5.5 million), which was recorded as a guarantee obligation in the Condensed Consolidated
Balance Sheet. The fair value of these agreements is lower than the maximum support amount
reflecting managements estimation that the likelihood of funding under the support agreement is
low, as significant investor redemptions out of the trusts before the scheduled maturity of the
underlying securities or significant credit default issues of the securities held within the
trusts portfolios would be required to trigger funding by the company.
In June 2009, the company invested in the initial public offering of Invesco Mortgage Capital
Inc. (NYSE: IVR), a real estate investment trust which is managed by the company. The company
purchased 75,000 common shares of IVR at $20.00 per share and 1,425,000 limited partner units at
$20.00 per unit through private placements for a total of $30.0 million. The company determined
that IVR is a VIE and that its investment represents a variable interest. The companys ownership
interests, which are classified as equity method investments on the companys Condensed
Consolidated Balance Sheets, combined with its other interests (management
22
fees), were quantitatively assessed to determine if the company is the primary beneficiary of
IVR. The company determined that it did not absorb the majority of the expected gains or losses
from IVR and therefore is not its primary beneficiary.
At September 30, 2009, the companys maximum risk of loss in significant VIEs in which the
company is not the primary beneficiary is presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companys Maximum |
$ in millions |
|
Carrying Value |
|
Risk of Loss |
CLOs |
|
|
16.2 |
|
|
|
16.2 |
|
Partnership and trust investments |
|
|
18.8 |
|
|
|
18.8 |
|
Investments in Invesco Mortgage Capital Inc. |
|
|
30.0 |
|
|
|
30.0 |
|
Support agreements* |
|
|
(2.5 |
) |
|
|
20.0 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
85.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
As of September 30, 2009, the committed support under these agreements was $20.0 million with an
internal approval mechanism to increase the maximum possible support to $65.0 million at the option
of the company. |
The following tables reflect the impact of consolidation at fair value of investment products
into the Condensed Consolidated Balance Sheets as of September 30, 2009, and December 31, 2008, and
the Condensed Consolidated Statements of Income for the three and nine-month periods ended
September 30, 2009, and 2008.
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
As of September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
3,270.5 |
|
|
|
9.7 |
|
|
|
32.1 |
|
|
|
(0.5 |
) |
|
|
3,311.8 |
|
Non-current assets |
|
|
6,983.6 |
|
|
|
64.5 |
|
|
|
597.7 |
|
|
|
(8.0 |
) |
|
|
7,637.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
10,254.1 |
|
|
|
74.2 |
|
|
|
629.8 |
|
|
|
(8.5 |
) |
|
|
10,949.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
2,549.5 |
|
|
|
0.7 |
|
|
|
3.0 |
|
|
|
(0.5 |
) |
|
|
2,552.7 |
|
Non-current liabilities |
|
|
972.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
972.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,522.2 |
|
|
|
0.7 |
|
|
|
3.0 |
|
|
|
(0.5 |
) |
|
|
3,525.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to common shareholders |
|
|
6,726.6 |
|
|
|
0.1 |
|
|
|
7.9 |
|
|
|
(8.0 |
) |
|
|
6,726.6 |
|
Equity attributable to noncontrolling interests
in consolidated entities |
|
|
5.3 |
|
|
|
73.4 |
|
|
|
618.9 |
|
|
|
|
|
|
|
697.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
10,254.1 |
|
|
|
74.2 |
|
|
|
629.8 |
|
|
|
(8.5 |
) |
|
|
10,949.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
As of December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
2,301.7 |
|
|
|
13.6 |
|
|
|
64.1 |
|
|
|
(0.5 |
) |
|
|
2,378.9 |
|
Non-current assets |
|
|
6,550.5 |
|
|
|
141.9 |
|
|
|
701.9 |
|
|
|
(16.3 |
) |
|
|
7,378.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
8,852.2 |
|
|
|
155.5 |
|
|
|
766.0 |
|
|
|
(16.8 |
) |
|
|
9,756.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
2,098.3 |
|
|
|
1.1 |
|
|
|
4.5 |
|
|
|
(0.5 |
) |
|
|
2,103.4 |
|
Non-current liabilities |
|
|
1,057.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,057.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,155.6 |
|
|
|
1.1 |
|
|
|
4.5 |
|
|
|
(0.5 |
) |
|
|
3,160.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to common shareholders |
|
|
5,689.5 |
|
|
|
0.9 |
|
|
|
15.4 |
|
|
|
(16.3 |
) |
|
|
5,689.5 |
|
Equity attributable to noncontrolling interests
in consolidated entities |
|
|
7.1 |
|
|
|
153.5 |
|
|
|
746.1 |
|
|
|
|
|
|
|
906.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
8,852.2 |
|
|
|
155.5 |
|
|
|
766.0 |
|
|
|
(16.8 |
) |
|
|
9,756.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Before Consolidation column includes Invescos equity interest in
the investment products, accounted for under the equity method. |
23
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
Three Months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
708.1 |
|
|
|
|
|
|
|
(0.4 |
) |
|
|
(1.9 |
) |
|
|
705.8 |
|
Total operating expenses |
|
|
(553.3 |
) |
|
|
(0.3 |
) |
|
|
(2.5 |
) |
|
|
1.9 |
|
|
|
(554.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
154.8 |
|
|
|
(0.3 |
) |
|
|
(2.9 |
) |
|
|
|
|
|
|
151.6 |
|
Equity in earnings of unconsolidated affiliates |
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
7.9 |
|
Interest income |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7 |
|
Other investment income/(losses) |
|
|
2.0 |
|
|
|
0.5 |
|
|
|
1.6 |
|
|
|
|
|
|
|
4.1 |
|
Interest expense |
|
|
(16.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, including gains
and losses attributable to noncontrolling
interests |
|
|
149.2 |
|
|
|
0.2 |
|
|
|
(1.3 |
) |
|
|
0.3 |
|
|
|
148.4 |
|
Income tax provision |
|
|
(43.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
105.5 |
|
|
|
0.2 |
|
|
|
(1.3 |
) |
|
|
0.3 |
|
|
|
104.7 |
|
(Gains)/losses attributable to noncontrolling
interests in consolidated entities, net |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
|
|
1.0 |
|
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
105.2 |
|
|
|
|
|
|
|
(0.3 |
) |
|
|
0.3 |
|
|
|
105.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
Three Months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
827.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
827.2 |
|
Total operating expenses |
|
|
(632.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(632.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
195.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
195.2 |
|
Equity in earnings of unconsolidated affiliates |
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
8.0 |
|
Interest income |
|
|
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.0 |
|
Other investment income/(losses) |
|
|
(10.4 |
) |
|
|
9.2 |
|
|
|
(6.4 |
) |
|
|
|
|
|
|
(7.6 |
) |
Interest expense |
|
|
(18.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, including gains
and losses attributable to noncontrolling
interests |
|
|
181.3 |
|
|
|
9.2 |
|
|
|
(6.4 |
) |
|
|
1.2 |
|
|
|
185.3 |
|
Income tax provision |
|
|
(49.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
132.1 |
|
|
|
9.2 |
|
|
|
(6.4 |
) |
|
|
1.2 |
|
|
|
136.1 |
|
(Gains)/losses attributable to noncontrolling
interests in consolidated entities, net |
|
|
(0.3 |
) |
|
|
(10.2 |
) |
|
|
6.2 |
|
|
|
|
|
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
131.8 |
|
|
|
(1.0 |
) |
|
|
(0.2 |
) |
|
|
1.2 |
|
|
|
131.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Before Consolidation column includes Invescos equity interest in
the investment products, accounted for under the equity method. |
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
Nine Months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
1,883.6 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
(5.9 |
) |
|
|
1,879.5 |
|
Total operating expenses |
|
|
(1,553.0 |
) |
|
|
(1.3 |
) |
|
|
(7.3 |
) |
|
|
5.9 |
|
|
|
(1,555.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
330.6 |
|
|
|
(1.0 |
) |
|
|
(5.8 |
) |
|
|
|
|
|
|
323.8 |
|
Equity in earnings of unconsolidated affiliates |
|
|
15.4 |
|
|
|
|
|
|
|
|
|
|
|
2.5 |
|
|
|
17.9 |
|
Interest income |
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
|
Other investment income/(losses) |
|
|
7.8 |
|
|
|
(16.0 |
) |
|
|
(116.8 |
) |
|
|
|
|
|
|
(125.0 |
) |
Interest expense |
|
|
(49.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, including gains
and losses attributable to noncontrolling
interests |
|
|
312.2 |
|
|
|
(17.0 |
) |
|
|
(122.6 |
) |
|
|
2.5 |
|
|
|
175.1 |
|
Income tax provision |
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss), including gains and losses
attributable to noncontrolling interests |
|
|
212.2 |
|
|
|
(17.0 |
) |
|
|
(122.6 |
) |
|
|
2.5 |
|
|
|
75.1 |
|
(Gains)/losses attributable to noncontrolling
interests in consolidated entities, net |
|
|
(0.6 |
) |
|
|
17.0 |
|
|
|
120.1 |
|
|
|
|
|
|
|
136.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
211.6 |
|
|
|
|
|
|
|
(2.5 |
) |
|
|
2.5 |
|
|
|
211.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable |
|
Voting |
|
|
|
|
|
|
Before |
|
Interest |
|
Interest |
|
|
|
|
$ in millions |
|
Consolidation* |
|
Entities |
|
Entities |
|
Eliminations |
|
Total |
Nine Months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
2,669.6 |
|
|
|
0.1 |
|
|
|
5.5 |
|
|
|
(2.0 |
) |
|
|
2,673.2 |
|
Total operating expenses |
|
|
(2,006.0 |
) |
|
|
(0.7 |
) |
|
|
(5.2 |
) |
|
|
2.0 |
|
|
|
(2,009.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
663.6 |
|
|
|
(0.6 |
) |
|
|
0.3 |
|
|
|
|
|
|
|
663.3 |
|
Equity in earnings of unconsolidated affiliates |
|
|
34.6 |
|
|
|
|
|
|
|
|
|
|
|
0.9 |
|
|
|
35.5 |
|
Interest income |
|
|
30.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.0 |
|
Other investment income/(losses) |
|
|
(18.0 |
) |
|
|
24.0 |
|
|
|
(25.2 |
) |
|
|
|
|
|
|
(19.2 |
) |
Interest expense |
|
|
(59.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(59.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes , including gains
and losses attributable to noncontrolling
interests |
|
|
651.1 |
|
|
|
23.4 |
|
|
|
(24.9 |
) |
|
|
0.9 |
|
|
|
650.5 |
|
Income tax provision |
|
|
(200.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
450.9 |
|
|
|
23.4 |
|
|
|
(24.9 |
) |
|
|
0.9 |
|
|
|
450.3 |
|
(Gains)/losses attributable to noncontrolling
interests in consolidated entities, net |
|
|
(1.1 |
) |
|
|
(23.4 |
) |
|
|
24.0 |
|
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
449.8 |
|
|
|
|
|
|
|
(0.9 |
) |
|
|
0.9 |
|
|
|
449.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Before Consolidation column includes Invescos equity interest in
the investment products, accounted for under the equity method. |
During the nine months ended September 30, 2009, the company deconsolidated $53.3 million of
investments held by consolidated investment products and related noncontrolling interests in
consolidated entities as a result of determining that the company is no longer the primary
beneficiary. The amounts deconsolidated from the Condensed Consolidated Balance Sheet is
illustrated in the table below. There was no net impact to the Condensed Consolidated Statement of
Income for the nine months ended September 30, 2009, from the deconsolidation of these investment
products.
25
Balance Sheet
|
|
|
|
|
|
|
VIEs |
$ in millions |
|
deconsolidated |
Nine months ended September 30, 2009 |
|
|
|
|
Current assets |
|
|
|
|
Non-current assets |
|
|
53.3 |
|
|
|
|
|
|
Total assets |
|
|
53.3 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
Total equity attributable to common shareholders |
|
|
|
|
Equity attributable to noncontrolling interests in consolidated entities |
|
|
53.3 |
|
|
|
|
|
|
Total liabilities and equity |
|
|
53.3 |
|
|
|
|
|
|
As a result of amendments made to limited partnership agreements of certain real estate
partnerships in the six months ended June 30, 2008, the company determined that it no longer
controlled certain real estate partnerships. Accordingly, amounts reflected in the VOEs
deconsolidated column of the table below were deconsolidated effective April 1, 2008. Amendments
were made to other limited partnership agreements to add objective transfer criteria, whereby the
limited partners have the ability to transfer their economic interests in the funds to other
investors without restrictive consent of the general partner. As a result of the addition of
objective transfer criteria, a reconsideration event, the non-affiliated limited partner investors
are now no longer deemed de facto agents of the general partner. Accordingly, amounts reflected in
the VIEs deconsolidated column of the table below were deconsolidated effective April 1, 2008. This
reconsideration event also triggered the consolidation at April 1, 2008, under the VOE
consolidation model, of $148.1 million of net assets of consolidated investment products and $146.6
million of related minority interest. There was no net impact to the Condensed Consolidated
Statement of Income for the nine months ended September 30, 2008, from the consolidation or
deconsolidation of these investment products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOEs |
|
VIEs |
|
VOEs |
$ in millions |
|
consolidated* |
|
deconsolidated* |
|
deconsolidated |
Nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
5.4 |
|
|
|
0.4 |
|
|
|
2.4 |
|
Non-current assets |
|
|
142.8 |
|
|
|
|
|
|
|
398.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
148.2 |
|
|
|
0.4 |
|
|
|
400.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
0.1 |
|
|
|
|
|
|
|
136.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
0.1 |
|
|
|
|
|
|
|
136.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to common shareholders |
|
|
1.5 |
|
|
|
0.4 |
|
|
|
8.1 |
|
Equity attributable to noncontrolling
interests in consolidated entities |
|
|
146.6 |
|
|
|
|
|
|
|
256.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
148.2 |
|
|
|
0.4 |
|
|
|
400.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The company changed the basis of consolidation of $610.5 million in
net assets of consolidated investment products and the related
minority interest of $600.5 million effective April 1, 2008, from a
VOE consolidation model to a VIE consolidation model, which is not
reflected in these columns. This change did not impact our
Consolidated Financial Statements, as the amounts were already being
consolidated. |
26
The carrying value of investments held by consolidated investment products is also their fair
value. The following table presents the fair value hierarchy levels of investments held by
consolidated investment products, which are measured at fair value as of September 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009 |
|
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|
|
Fair Value |
|
for Identical |
|
Observable |
|
Unobservable |
$ in millions |
|
Measurements |
|
Assets (Level 1) |
|
Inputs (Level 2) |
|
Inputs (Level 3) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
109.9 |
|
|
|
6.8 |
|
|
|
|
|
|
|
103.1 |
|
Investments in other private equity funds |
|
|
536.8 |
|
|
|
|
|
|
|
|
|
|
|
536.8 |
|
Debt securities issued by in U.S. Treasury |
|
|
15.5 |
|
|
|
15.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held by consolidated
investment products |
|
|
662.2 |
|
|
|
22.3 |
|
|
|
|
|
|
|
639.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the fair value hierarchy levels of the carrying value of
investments held by consolidated investment products, which are measured at fair value as of
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 |
|
|
|
|
|
|
Quoted Prices in |
|
Significant |
|
|
|
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|
|
Fair Value |
|
for Identical |
|
Observable |
|
Unobservable |
$ in millions |
|
Measurements |
|
Assets (Level 1) |
|
Inputs (Level 2) |
|
Inputs (Level 3) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held
by consolidated
investment
products |
|
|
843.8 |
|
|
|
82.8 |
|
|
|
|
|
|
|
761.0 |
|
The following table shows a reconciliation of the beginning and ending fair value measurements
for level 3 assets using significant unobservable inputs:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended Sept 30, |
|
Ended Sept 30, |
$ in millions |
|
2009 |
|
2009 |
Beginning balance |
|
|
632.4 |
|
|
|
761.0 |
|
Purchases and sales, net |
|
|
6.1 |
|
|
|
12.3 |
|
Gains and losses included in the Condensed Consolidated Statement of Income* |
|
|
1.4 |
|
|
|
(133.4 |
) |
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
639.9 |
|
|
|
639.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Included in gains and losses in the Condensed Consolidated Statement
of Income for the three and nine months ended September 30, 2009, are
$1.1 million and $126.4 million, respectively, in net unrealized
losses attributable to investments held at September 30, 2009, by
consolidated investment products. |
Consolidated investment products are generally structured as partnerships. For private equity
partnerships, fair value is determined by reviewing each investment for the sale of additional
securities of an issuer to sophisticated investors or for investee financial conditions and
fundamentals. Publicly traded portfolio investments are carried at market value as determined by
their most recent quoted sale, or if there is no recent sale, at their most recent bid price. For
these investments held by consolidated investment products, level 1 classification indicates that
fair values have been determined using unadjusted quoted prices in active markets for identical
assets that the partnership has the ability to access. Level 2 classification may indicate that
fair values have been determined using quoted prices in active markets but give effect to certain
lock-up restrictions surrounding the holding period of the underlying investments.
The fair value of level 3 investments held by consolidated investment products are derived
from inputs that are unobservable and which reflect the limited partnerships own determinations
about the assumptions that market participants would use in pricing the investments, including
assumptions about risk. These inputs are developed based on the partnerships own data, which is
adjusted if information indicates that market participants would use different assumptions. The
partnerships which invest directly into private equity portfolio companies (direct private equity
funds) take into account various market conditions, subsequent rounds of financing,
27
liquidity, financial condition, purchase multiples paid in other comparable third-party
transactions, the price of securities of other companies comparable to the portfolio company, and
operating results and other financial data of the portfolio company, as applicable.
The partnerships which invest into other private equity funds (funds of funds) take into
account information received from those underlying funds, including their reported net asset values
and evidence as to their fair value approach, including consistency of their fair value
application. These investments do not trade in active markets and represent illiquid long-term
investments that generally require future capital commitments. While the partnerships reported
share of the underlying net asset values of the underlying funds is usually the most significant
input in arriving at fair value and is generally representative of fair value, other information
may also be used to value such investments at a premium or discount to the net asset values as
reported by the funds, including allocations of priority returns within the funds as well as any
specific conditions and events affecting the funds.
Unforeseen events might occur that would subsequently change the fair values of these
investments, but such changes would be inconsequential to the company due to its minimal
investments in these products (and the large offsetting noncontrolling interests resulting from
their consolidation). Any gains or losses resulting from valuation changes in these investments are
substantially 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 share), liquidity or capital resources of the
companys common shareholders.
10. SHARE-BASED COMPENSATION
The company recognized total share-based compensation expenses of $68.1 million in the nine
months ended September 30, 2009 (September 30, 2008: $89.7 million). The total income tax benefit
recognized in the Consolidated Statements of Income for share-based compensation arrangements was
$21.9 million for the nine months ended September 30, 2009 (September 30, 2008: $27.6 million).
Cash received from the exercise of share options and sharesave plan awards granted under
share-based compensation arrangements was $40.5 million in the nine months ended September 30, 2009
(September 30, 2008: $68.5 million). The excess tax benefit realized from share option exercises
was $0.1 million in the nine months ended September 30, 2009 (September 30, 2008: $18.9 million).
Share Awards
Share awards are broadly classified into two categories: time-vested and performance-vested
share awards. Share awards are measured at fair value at the date of grant and are expensed on a
straight-line or accelerated basis over the vesting period, based on the companys estimate of
shares that will eventually vest.
Time-vested awards vest ratably over or cliff-vest at the end of a period of continued
employee service. Performance-vested awards cliff-vest at the end of or vest ratably over a defined
vesting period of continued employee service upon the companys attainment of certain performance
criteria, generally the attainment of cumulative earnings per share growth targets at the end of
the vesting period reflecting a compound annual growth rate of between 10.0% and 15.0% per annum
during a three-year period. Time-vested and performance-vested share awards are granted in the form
of restricted share awards (RSAs) or restricted share units (RSUs). Dividends accrue directly to
the employee holder of RSAs, and cash payments in lieu of dividends are made to employee holders of
certain RSUs. There is therefore no discount to the fair value of these share awards at their grant
date. Movements on share awards priced in Pounds Sterling prior to the companys primary share
listing moving to the New York Stock Exchange from the London Stock Exchange, which occurred on
December 4, 2007, in connection with the redomicile of the company from the U.K. to Bermuda, are
detailed below:
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2009 |
|
Nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Time- |
|
Performance- |
|
Grant Date |
|
Time- |
|
Performance- |
Millions of shares, except fair values |
|
Vested |
|
Vested |
|
Fair Value (pence) |
|
Vested |
|
Vested |
Unvested at the beginning of period |
|
|
10.2 |
|
|
|
6.0 |
|
|
|
9.62 |
|
|
|
15.2 |
|
|
|
6.2 |
|
Forfeited during the period |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
8.90 |
|
|
|
(0.6 |
) |
|
|
(0.1 |
) |
Modification of share-based payment awards* |
|
|
|
|
|
|
(1.4 |
) |
|
|
9.37 |
|
|
|
|
|
|
|
|
|
Vested and distributed during the period |
|
|
(1.9 |
) |
|
|
(2.2 |
) |
|
|
8.31 |
|
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at the end of the period |
|
|
8.0 |
|
|
|
2.3 |
|
|
|
10.22 |
|
|
|
13.1 |
|
|
|
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
During the nine months ended September 30, 2009, the company modified
the terms of 1.4 million equity-settled share-based payment awards
such that the awards are now deferred cash awards. As a result of this
modification, $13.0 million was reclassified out of additional paid in
capital and into other current and non-current liabilities on the
Condensed Consolidated Balance Sheet during the period. There was no
impact to the Condensed Consolidated Statement of Income or earnings
per share as a result of this modification. |
Subsequent to the companys primary share listing moving to the New York Stock Exchange,
shares are now priced in U.S. dollars. Movements on share awards priced in U.S. dollars are
detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2009 |
|
Nine months ended September 30, 2008 |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
Weighted Average |
|
|
Time- |
|
Grant Date |
|
Time- |
|
Grant Date |
Millions of shares, except fair values |
|
Vested |
|
Fair Value ($) |
|
Vested |
|
Fair Value ($) |
Unvested at the beginning of period |
|
|
3.5 |
|
|
|
26.67 |
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
8.9 |
|
|
|
11.49 |
|
|
|
3.6 |
|
|
|
26.96 |
|
Forfeited during the period |
|
|
(0.1 |
) |
|
|
22.94 |
|
|
|
(0.1 |
) |
|
|
27.01 |
|
Vested and distributed during the period |
|
|
(0.6 |
) |
|
|
26.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at the end of the period |
|
|
11.7 |
|
|
|
15.24 |
|
|
|
3.5 |
|
|
|
26.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share awards outstanding at September 30, 2009, had a weighted average remaining contractual
life of 1.35 years.
Share Options
The company has not granted awards of share options since 2005. The company maintains two
historical option plans with outstanding share options: the 2000 Share Option Plan and the No. 3
Executive Share Option Scheme.
The share option plans provided for a grant price equal to the quoted market price of the
companys shares on the date of grant. If the options remain unexercised after a period of 10 years
from the date of grant, the options expire. Furthermore, options are forfeited if the employee
leaves the company before the options vest. The share option programs were valued using a
stochastic model (a lattice model) at grant date.
Changes in outstanding share option awards are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Nine months ended September 30, 2009 |
|
September 30, 2008 |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
Options |
|
Exercise Price |
|
Options |
|
|
(millions of shares) |
|
(£ Sterling) |
|
(millions of shares) |
Outstanding at the beginning of the period |
|
|
23.1 |
|
|
|
14.06 |
|
|
|
29.7 |
|
Forfeited during the period |
|
|
(0.8 |
) |
|
|
17.41 |
|
|
|
(1.1 |
) |
Exercised during the period |
|
|
(2.5 |
) |
|
|
9.02 |
|
|
|
(4.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the period |
|
|
19.8 |
|
|
|
14.56 |
|
|
|
24.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the period |
|
|
19.5 |
|
|
|
14.74 |
|
|
|
21.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
The share option exercise prices are denominated in Pounds Sterling. Upon exercise, the Pound
Sterling exercise price will be converted to U.S. dollars using the foreign exchange rate in effect
on the exercise date. The options outstanding at September 30, 2009, had a range of exercise prices
from 50 pence to 3,360 pence, and a weighted average remaining contractual life of 2.72 years (for
options exercisable at September 30, 2009, the weighted average remaining contractual life is 2.69
years). The total intrinsic value of options exercised during the nine months ended September 30,
2009 and 2008, was $13.2 million and $41.3 million, respectively. At September 30, 2009, the
aggregate intrinsic value of options outstanding and options exercisable was $86.7 million and
$81.2 million, respectively. The market price of the companys common stock at September 30, 2009,
was $22.76.
11. RETIREMENT BENEFIT PLANS
Defined Contribution Plans
The company operates defined contribution retirement benefit plans for all qualifying
employees. The assets of the plans are held separately from those of the company in funds under the
control of trustees. When employees leave the plans prior to vesting fully in the contributions,
the contributions payable by the company are reduced by the amount of forfeited contributions.
The total amounts charged to the Condensed Consolidated Statements of Income for the nine
months ended September 30, 2009 and 2008, of $32.5 million and $35.2 million, respectively,
represent contributions payable or paid to these plans by the company at rates specified in the
rules of the plans. As of September 30, 2009, accrued contributions of $13.7 million (December 31,
2008: $21.0 million) for the current year will be paid to the plans when due.
Defined Benefit Plans
The company maintains legacy defined benefit pension plans for qualifying employees of its
subsidiaries in the U.K., Ireland, Germany, Taiwan, and the U.S. All defined benefit plans are
closed to new participants, and the U.S. plan benefits have been frozen. The company also maintains
a post-retirement medical plan in the U.S., which was closed to new participants in 2005. In 2006,
the plan was amended to eliminate benefits for all participants who will not meet retirement
eligibility by 2008. The assets of all defined benefit schemes are held in separate
trustee-administered funds. Under the plans, the employees are generally entitled to retirement
benefits based on final salary at retirement.
The components of net periodic benefit cost in respect of these defined benefit plans are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
Retirement Plans |
|
Medical Plan |
|
Retirement Plans |
|
Medical Plan |
$ in millions |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Service cost |
|
|
1.6 |
|
|
|
1.8 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
8.3 |
|
|
|
5.5 |
|
|
|
0.3 |
|
|
|
0.2 |
|
Interest cost |
|
|
4.8 |
|
|
|
4.8 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
14.6 |
|
|
|
14.5 |
|
|
|
1.9 |
|
|
|
1.9 |
|
Expected return on plan assets |
|
|
(5.3 |
) |
|
|
(5.4 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(15.8 |
) |
|
|
(16.7 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
(1.5 |
) |
|
|
(1.5 |
) |
Amortization of net actuarial (loss)/gain |
|
|
0.3 |
|
|
|
2.7 |
|
|
|
1.1 |
|
|
|
1.2 |
|
|
|
0.8 |
|
|
|
3.7 |
|
|
|
3.2 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
1.4 |
|
|
|
3.9 |
|
|
|
1.2 |
|
|
|
1.4 |
|
|
|
7.9 |
|
|
|
7.0 |
|
|
|
3.6 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated amounts of contributions expected to be paid to the plans during 2009 is
$6.3 million for retirement plans, with no expected contribution to the medical plan.
12. COMMITMENTS AND CONTINGENCIES
Commitments and contingencies may arise in the ordinary course of business.
The company has transactions with various private equity, real estate and other investment
entities sponsored by the company for the investment of client assets in the normal course of
business. Many of the companys investment products are structured as limited partnerships. The
companys investment may take the form of the general partner or a limited partner, and the
entities are structured such that each partner makes capital commitments that are to be drawn down
over the life of the partnership as investment opportunities are identified. At September 30, 2009,
the companys undrawn capital commitments were $85.5 million (December 31, 2008: $36.5 million).
30
The volatility and valuation dislocations that occurred from 2007 to the date of this Report
in certain sectors of the fixed income market have generated pricing issues in many areas of the
market. As a result of these valuation dislocations, during the fourth quarter of 2007, Invesco
elected to enter into contingent support agreements for two of its investment trusts to enable them
to sustain a stable pricing structure. These two trusts are unregistered trusts that invest in
fixed income securities and are available only to accredited investors. In June 2009, the
agreements were amended to extend the term through December 31, 2009. As of September 30, 2009, the
committed support under these agreements was $20.0 million with an internal approval mechanism to
increase the maximum possible support to $65.0 million at the option of the company. The recorded
fair value of the guarantees related to these agreements at September 30, 2009, was estimated to be
$2.5 million (December 31, 2008: $5.5 million), which was recorded in other current liabilities on
the Condensed Consolidated Balance Sheet. No payments have been made under either agreement nor has
Invesco realized any losses from the support agreements through the date of this Report. These
trusts were not consolidated because the company was not deemed to be the primary beneficiary.
A subsidiary of the company has received an assessment from the Canada Revenue Agency (CRA)
for goods and services tax (GST) related to various taxation periods from November 1999 to December
2003 in the amount of $19.9 million related to GST on sales charges collected from investors upon
the redemption of certain mutual funds. Management believes that the CRAs claims are unfounded and
that this assessment is unlikely to stand, and accordingly no provision has been recorded in the
Condensed Consolidated Financial Statements.
Acquisition Contingencies
Contingent consideration related to acquisitions includes the following:
|
|
|
Earn-outs relating to the Invesco PowerShares acquisition. A contingent payment of up to
$500.0 million could be due in October 2011, five years after the date of acquisition, based
on compound annual growth in management fees (as defined and adjusted pursuant to the
acquisition agreement) from an assumed base of $17.5 million at closing. The Year 5
management fees will be reduced by $50.0 million, for purposes of the calculation, since the
second contingent payment was earned. For a compound annual growth rate (CAGR) in Year 5
below 15%, no additional payment will be made. For a CAGR in Year 5 between 15% and 75%,
$5.0 million for each CAGR point above 15%, for a maximum payment of $300.0 million for a 75%
CAGR. For a CAGR in Year 5 between 75% and 100%, $300.0 million, plus an additional
$8.0 million for each CAGR point above 75%, for a maximum total payment of $500.0 million for
a 100% CAGR. |
|
|
|
Earn-outs relating to the WL Ross acquisition. Contingent payments of up to $55.0 million
are due each year for the five years following the October 2006 date of acquisition based on
the size and number of future fund launches in which W.L. Ross & Co. is integrally involved.
The maximum remaining contingent payments of $165.0 million would require annual fund
launches to total $4.0 billion. The April 3, 2009, earn-out calculation resulted in an
addition to goodwill and a non-interest bearing note payable to the sellers of $6.5 million,
payable at the next measurement date, October 3, 2009. See Note 14, Subsequent Events, for
details of the October 3, 2009, measurement date adjustment. |
Legal Contingencies
Following the industry-wide regulatory investigations in 2003 and 2004, multiple lawsuits
based on market timing allegations were filed against various parties affiliated with Invesco.
These lawsuits were consolidated in the United States District Court for the District of Maryland,
together with market timing lawsuits brought against affiliates of other mutual fund companies, and
on September 29, 2004, three amended complaints were filed against company-affiliated parties: (1)
a putative shareholder class action complaint brought on behalf of shareholders of AIM funds
formerly advised by Invesco Funds Group, Inc.; (2) a derivative complaint purportedly brought on
behalf of certain AIM funds and the shareholders of such funds; and (3) an ERISA complaint
purportedly brought on behalf of participants in the companys 401(k) plan. The company and
plaintiffs have reached settlements in principle of these lawsuits. The proposed settlements, which
are subject to court approval, call for a payment by the company of $9.8 million, recorded in
general and administrative expenses in the Consolidated Statement of Income during the three months
ended December 31, 2007, in exchange for dismissal with prejudice of all pending claims. In
addition, under the terms of the proposed settlements, the company may incur certain costs in
connection with providing notice of the proposed settlements to affected shareholders. Based on
information currently available, it is not believed that any such incremental notice costs will
have any material effect on the consolidated financial position or results of operations of the
company.
31
The asset management industry also is subject to extensive levels of ongoing regulatory
oversight and examination. In the United States and other jurisdictions in which the company
operates, governmental authorities regularly make inquiries, hold investigations and administer
market conduct examinations with respect to compliance with applicable laws and regulations.
Additional lawsuits or regulatory enforcement actions arising out of these inquiries may in the
future be filed against the company and related entities and individuals in the U.S. and other
jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or
client confidence as a result of such inquiries and/or litigation could result in a significant
decline in assets under management, which would have an adverse effect on the companys future
financial results and its ability to grow its business.
In the normal course of its business, the company is subject to various litigation matters.
Although there can be no assurances, at this time management believes, based on information
currently available to it, that it is not probable that the ultimate outcome of any of these
actions will have a material adverse effect on the consolidated financial condition or results of
operations of the company.
13. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Prior to the December 4, 2007, redomicile of the company from the United Kingdom to Bermuda
and the relisting of the company from the London Stock Exchange to the New York Stock Exchange,
INVESCO PLC (now known as Invesco Holding Company Limited), the Issuer, issued 4.5% $300.0 million
senior notes due 2009, 5.625% $300.0 million senior notes due 2012, 5.375% $350.0 million senior
notes due 2013 and 5.375% $200.0 million senior notes due 2014. These senior notes, are fully and
unconditionally guaranteed as to payment of principal, interest and any other amounts due thereon
by Invesco Ltd. (the Parent), together with the following wholly owned subsidiaries: Invesco Aim
Management Group, Inc., Invesco Aim Advisors, Inc., Invesco North American Holdings, Inc., and
Invesco Institutional (N.A.), Inc. (the Guarantors). On June 9, 2009, in connection with the new
credit facility agreement discussed in Note 4, Long-term Debt, IVZ, Inc. also became a guarantor
of the senior notes. The companys remaining consolidated subsidiaries do not guarantee this debt.
The guarantees of each of the Guarantors are joint and several. Presented below are Condensed
Consolidating Balance Sheets as of September 30, 2009, and December 31, 2008, Condensed
Consolidating Statements of Income for the three and nine months ended September 30, 2009 and 2008,
and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2009
and 2008.
32
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
As of September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for policyholders |
|
|
|
|
|
|
1,190.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,190.4 |
|
Other current assets |
|
|
535.5 |
|
|
|
1,545.9 |
|
|
|
7.7 |
|
|
|
32.3 |
|
|
|
|
|
|
|
2,121.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
535.5 |
|
|
|
2,736.3 |
|
|
|
7.7 |
|
|
|
32.3 |
|
|
|
|
|
|
|
3,311.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
2,302.8 |
|
|
|
3,620.4 |
|
|
|
455.5 |
|
|
|
|
|
|
|
|
|
|
|
6,378.7 |
|
Investments in subsidiaries |
|
|
729.1 |
|
|
|
5.7 |
|
|
|
4,645.7 |
|
|
|
6,281.1 |
|
|
|
(11,661.6 |
) |
|
|
|
|
Other non-current assets |
|
|
156.0 |
|
|
|
1,101.8 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
1,259.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
3,723.4 |
|
|
|
7,464.2 |
|
|
|
5,110.2 |
|
|
|
6,313.4 |
|
|
|
(11,661.6 |
) |
|
|
10,949.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policyholder payables |
|
|
|
|
|
|
1,190.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,190.4 |
|
Other current liabilities |
|
|
20.1 |
|
|
|
1,034.7 |
|
|
|
307.0 |
|
|
|
0.5 |
|
|
|
|
|
|
|
1,362.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
20.1 |
|
|
|
2,225.1 |
|
|
|
307.0 |
|
|
|
0.5 |
|
|
|
|
|
|
|
2,552.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany balances |
|
|
1,417.5 |
|
|
|
(1,418.4 |
) |
|
|
414.6 |
|
|
|
(413.7 |
) |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
31.3 |
|
|
|
195.7 |
|
|
|
745.7 |
|
|
|
|
|
|
|
|
|
|
|
972.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,468.9 |
|
|
|
1,002.4 |
|
|
|
1,467.3 |
|
|
|
(413.2 |
) |
|
|
|
|
|
|
3,525.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to common shareholders |
|
|
2,254.5 |
|
|
|
5,764.2 |
|
|
|
3,642.9 |
|
|
|
6,726.6 |
|
|
|
(11,661.6 |
) |
|
|
6,726.6 |
|
Equity attributable to noncontrolling interests
in consolidated entities |
|
|
|
|
|
|
697.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
697.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
2,254.5 |
|
|
|
6,461.8 |
|
|
|
3,642.9 |
|
|
|
6,726.6 |
|
|
|
(11,661.6 |
) |
|
|
7,424.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
3,723.4 |
|
|
|
7,464.2 |
|
|
|
5,110.2 |
|
|
|
6,313.4 |
|
|
|
(11,661.6 |
) |
|
|
10,949.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
As of December 31,2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for policyholders |
|
|
|
|
|
|
840.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
840.2 |
|
Other current assets |
|
|
96.9 |
|
|
|
1,406.7 |
|
|
|
10.7 |
|
|
|
24.4 |
|
|
|
|
|
|
|
1,538.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
96.9 |
|
|
|
2,246.9 |
|
|
|
10.7 |
|
|
|
24.4 |
|
|
|
|
|
|
|
2,378.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
2,302.8 |
|
|
|
3,236.8 |
|
|
|
427.2 |
|
|
|
|
|
|
|
|
|
|
|
5,966.8 |
|
Investments in subsidiaries |
|
|
718.2 |
|
|
|
2,201.7 |
|
|
|
4,081.3 |
|
|
|
5,658.5 |
|
|
|
(12,659.7 |
) |
|
|
|
|
Other non-current assets |
|
|
94.4 |
|
|
|
1,305.6 |
|
|
|
11.2 |
|
|
|
|
|
|
|
|
|
|
|
1,411.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
3,212.3 |
|
|
|
8,991.0 |
|
|
|
4,530.4 |
|
|
|
5,682.9 |
|
|
|
(12,659.7 |
) |
|
|
9,756.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policyholder payables |
|
|
|
|
|
|
840.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
840.2 |
|
Other current liabilities |
|
|
38.2 |
|
|
|
933.2 |
|
|
|
291.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
1,263.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
38.2 |
|
|
|
1,773.4 |
|
|
|
291.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
2,103.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany balances |
|
|
385.0 |
|
|
|
(768.7 |
) |
|
|
390.8 |
|
|
|
(7.1 |
) |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
33.2 |
|
|
|
162.1 |
|
|
|
862.0 |
|
|
|
|
|
|
|
|
|
|
|
1,057.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
456.4 |
|
|
|
1,166.8 |
|
|
|
1,544.2 |
|
|
|
(6.7 |
) |
|
|
|
|
|
|
3,160.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to common shareholders |
|
|
2,755.9 |
|
|
|
6,917.5 |
|
|
|
2,986.2 |
|
|
|
5,689.6 |
|
|
|
(12,659.7 |
) |
|
|
5,689.5 |
|
Equity attributable to noncontrolling interests
in consolidated entities |
|
|
|
|
|
|
906.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
906.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
2,755.9 |
|
|
|
7,824.2 |
|
|
|
2,986.2 |
|
|
|
5,689.6 |
|
|
|
(12,659.7 |
) |
|
|
6,596.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
3,212.3 |
|
|
|
8,991.0 |
|
|
|
4,530.4 |
|
|
|
5,682.9 |
|
|
|
(12,659.7 |
) |
|
|
9,756.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
Condensed Consolidating Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the three months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
148.9 |
|
|
|
556.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
705.8 |
|
Total operating expenses |
|
|
110.0 |
|
|
|
440.5 |
|
|
|
0.3 |
|
|
|
3.4 |
|
|
|
|
|
|
|
554.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
38.9 |
|
|
|
116.4 |
|
|
|
(0.3 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
151.6 |
|
Equity in earnings of unconsolidated affiliates |
|
|
0.3 |
|
|
|
6.9 |
|
|
|
32.8 |
|
|
|
99.8 |
|
|
|
(131.9 |
) |
|
|
7.9 |
|
Other income/(expense) |
|
|
(28.8 |
) |
|
|
20.4 |
|
|
|
(11.5 |
) |
|
|
8.8 |
|
|
|
|
|
|
|
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before income taxes, including
gains and losses attributable to noncontrolling
interests |
|
|
10.4 |
|
|
|
143.7 |
|
|
|
21.0 |
|
|
|
105.2 |
|
|
|
(131.9 |
) |
|
|
148.4 |
|
Income tax provision |
|
|
11.7 |
|
|
|
(62.3 |
) |
|
|
6.9 |
|
|
|
|
|
|
|
|
|
|
|
(43.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
22.1 |
|
|
|
81.4 |
|
|
|
27.9 |
|
|
|
105.2 |
|
|
|
(131.9 |
) |
|
|
104.7 |
|
Losses attributable to the noncontrolling
interests in consolidated entities, net |
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
22.1 |
|
|
|
81.9 |
|
|
|
27.9 |
|
|
|
105.2 |
|
|
|
(131.9 |
) |
|
|
105.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the three months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
178.0 |
|
|
|
649.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
827.2 |
|
Total operating expenses |
|
|
129.2 |
|
|
|
492.4 |
|
|
|
3.3 |
|
|
|
7.1 |
|
|
|
|
|
|
|
632.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
48.8 |
|
|
|
156.8 |
|
|
|
(3.3 |
) |
|
|
(7.1 |
) |
|
|
|
|
|
|
195.2 |
|
Equity in earnings of unconsolidated affiliates |
|
|
21.6 |
|
|
|
47.4 |
|
|
|
78.2 |
|
|
|
138.4 |
|
|
|
(277.6 |
) |
|
|
8.0 |
|
Other income/(expense) |
|
|
(0.4 |
) |
|
|
1.3 |
|
|
|
(19.3 |
) |
|
|
0.5 |
|
|
|
|
|
|
|
(17.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before income taxes, including
gains and losses attributable to noncontrolling
interests |
|
|
70.0 |
|
|
|
205.5 |
|
|
|
55.6 |
|
|
|
131.8 |
|
|
|
(277.6 |
) |
|
|
185.3 |
|
Income tax provision |
|
|
(8.6 |
) |
|
|
(45.3 |
) |
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
(49.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
61.4 |
|
|
|
160.2 |
|
|
|
60.3 |
|
|
|
131.8 |
|
|
|
(277.6 |
) |
|
|
136.1 |
|
Gains attributable to the noncontrolling
interests in consolidated entities, net |
|
|
|
|
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
61.4 |
|
|
|
155.9 |
|
|
|
60.3 |
|
|
|
131.8 |
|
|
|
(277.6 |
) |
|
|
131.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the nine months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
394.2 |
|
|
|
1,485.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,879.5 |
|
Total operating expenses |
|
|
304.5 |
|
|
|
1,240.3 |
|
|
|
1.0 |
|
|
|
9.9 |
|
|
|
|
|
|
|
1,555.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
89.7 |
|
|
|
245.0 |
|
|
|
(1.0 |
) |
|
|
(9.9 |
) |
|
|
|
|
|
|
323.8 |
|
Equity in earnings of unconsolidated affiliates |
|
|
15.0 |
|
|
|
47.0 |
|
|
|
83.9 |
|
|
|
214.8 |
|
|
|
(342.8 |
) |
|
|
17.9 |
|
Other income/(expense) |
|
|
(30.4 |
) |
|
|
(128.7 |
) |
|
|
(14.1 |
) |
|
|
6.6 |
|
|
|
|
|
|
|
(166.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before income taxes, including
gains and losses attributable to noncontrolling
interests |
|
|
74.3 |
|
|
|
163.3 |
|
|
|
68.8 |
|
|
|
211.5 |
|
|
|
(342.8 |
) |
|
|
175.1 |
|
Income tax provision |
|
|
(6.7 |
) |
|
|
(81.1 |
) |
|
|
(12.2 |
) |
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
67.6 |
|
|
|
82.2 |
|
|
|
56.6 |
|
|
|
211.5 |
|
|
|
(342.8 |
) |
|
|
75.1 |
|
Losses attributable to the noncontrolling
interests in consolidated entities, net |
|
|
|
|
|
|
136.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
67.6 |
|
|
|
218.7 |
|
|
|
56.6 |
|
|
|
211.5 |
|
|
|
(342.8 |
) |
|
|
211.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
551.2 |
|
|
|
2,122.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,673.2 |
|
Total operating expenses |
|
|
391.6 |
|
|
|
1,591.8 |
|
|
|
5.3 |
|
|
|
21.2 |
|
|
|
|
|
|
|
2,009.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
|
159.6 |
|
|
|
530.2 |
|
|
|
(5.3 |
) |
|
|
(21.2 |
) |
|
|
|
|
|
|
663.3 |
|
Equity in earnings of unconsolidated affiliates |
|
|
54.5 |
|
|
|
119.5 |
|
|
|
259.3 |
|
|
|
471.0 |
|
|
|
(868.8 |
) |
|
|
35.5 |
|
Other income/(expense) |
|
|
(2.8 |
) |
|
|
(9.9 |
) |
|
|
(35.6 |
) |
|
|
|
|
|
|
|
|
|
|
(48.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before income taxes, including
gains and losses attributable to noncontrolling
interests |
|
|
211.3 |
|
|
|
639.8 |
|
|
|
218.4 |
|
|
|
449.8 |
|
|
|
(868.8 |
) |
|
|
650.5 |
|
Income tax provision |
|
|
(71.1 |
) |
|
|
(127.1 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
(200.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, including gains and losses
attributable to noncontrolling interests |
|
|
140.2 |
|
|
|
512.7 |
|
|
|
216.4 |
|
|
|
449.8 |
|
|
|
(868.8 |
) |
|
|
450.3 |
|
Gains attributable to the noncontrolling
interests in consolidated entities, net |
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common shareholders |
|
|
140.2 |
|
|
|
512.2 |
|
|
|
216.4 |
|
|
|
449.8 |
|
|
|
(868.8 |
) |
|
|
449.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the nine months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
21.3 |
|
|
|
175.5 |
|
|
|
119.2 |
|
|
|
80.5 |
|
|
|
(262.5 |
) |
|
|
134.0 |
|
Net cash used in investing activities |
|
|
(12.4 |
) |
|
|
28.5 |
|
|
|
|
|
|
|
(28.5 |
) |
|
|
|
|
|
|
(12.4 |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
112.4 |
|
|
|
(119.4 |
) |
|
|
(52.1 |
) |
|
|
262.5 |
|
|
|
203.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
8.9 |
|
|
|
316.4 |
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
325.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
$ in millions |
|
Guarantors |
|
Guarantors |
|
Issuer |
|
Parent |
|
Eliminations |
|
Consolidated |
For the nine months ended September 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
139.2 |
|
|
|
112.9 |
|
|
|
25.1 |
|
|
|
451.8 |
|
|
|
(391.0 |
) |
|
|
338.0 |
|
Net cash used in investing activities |
|
|
(142.7 |
) |
|
|
136.8 |
|
|
|
81.8 |
|
|
|
(44.5 |
) |
|
|
(81.9 |
) |
|
|
(50.5 |
) |
Net cash used in financing activities |
|
|
|
|
|
|
(438.6 |
) |
|
|
(57.5 |
) |
|
|
(413.2 |
) |
|
|
472.9 |
|
|
|
(436.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(3.5 |
) |
|
|
(188.9 |
) |
|
|
49.4 |
|
|
|
(5.9 |
) |
|
|
|
|
|
|
(148.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
14. SUBSEQUENT EVENTS
On October 16, 2009, the company declared a third quarter 2009 dividend of 10.25 cents per
share, payable on December 2, 2009, to shareholders of record at the close of business on November
18, 2009.
On October 19, 2009, the company announced that it entered into a definitive agreement to
acquire Morgan Stanleys retail asset management business, including Van Kampen Investments. The
transaction was initially valued at $1.5 billion, including $500.0 million in cash and 44.1 million
common shares, which will result in Morgan Stanley obtaining a 9.4% equity interest in the company.
The transaction has been approved by the boards of directors of both companies and is expected to
close in mid-2010, subject to customary regulatory, client and fund shareholder approvals.
On October 29, 2009, a $33.8 million acquisition earn-out was paid to the former owners of
W.L. Ross & Co., consisting of $6.5 million calculated at the April 3, 2009, earn-out measurement
date and $27.3 million calculated at the October 3, 2009, earn-out measurement date. As a result of
the transaction, goodwill was increased by this amount. The transaction also resulted in the
remaining maximum contingent payment being reduced to $110 million.
The company has evaluated its subsequent events through October 30, 2009, which represents the
date the financial statements were issued.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following Managements Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Condensed Consolidated Financial Statements and
related Notes thereto, which appear elsewhere in this Report. Except for the historical financial
information, this Report may include statements that constitute forward-looking statements under
the United States securities laws. Forward-looking statements include information concerning
possible or assumed future results of our operations, expenses, earnings, liquidity, cash flows and
capital expenditures, industry or market conditions, assets under management, acquisition
activities and the effect of completed acquisitions, debt levels and our ability to obtain
additional financing or make payments on our debt, regulatory developments, demand for and pricing
of our products and other aspects of our business or general economic conditions. In addition, when
used in this Report, the documents incorporated by reference herein or such other documents or
statements, words such as believes, expects, anticipates, intends, plans, estimates,
projects, forecasts, and future or conditional verbs such as will, may, could, should,
and would, and any other statement that necessarily depends on future events, are intended to
identify forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve risks,
uncertainties and assumptions. Although we make such statements based on assumptions that we
believe to be reasonable, there can be no assurance that actual results will not differ materially
from our expectations. We caution investors not to rely unduly on any forward-looking statements
and urge you to carefully consider the risks described in our most recent Form 10-K and subsequent
Forms 10-Q, filed with the Securities and Exchange Commission.
References
In this Report, unless otherwise specified, the terms we, our, us, company, Invesco,
and Invesco Ltd. refer to Invesco Ltd., a company incorporated in Bermuda, and its subsidiaries.
Executive Overview
The following executive overview summarizes the significant trends affecting our results of
operations and financial condition for the periods presented. This overview and the remainder of
this managements discussion and analysis supplements, and should be read in conjunction with, the
Condensed Consolidated Financial Statements of Invesco Ltd. and its subsidiaries and the notes
thereto contained elsewhere in this Report.
Invesco is a leading independent global investment manager with offices in 20 countries. As of
September 30, 2009, we managed $416.9 billion in assets for retail, institutional and
high-net-worth investors around the world. By delivering the combined power of our distinctive
worldwide investment management capabilities, Invesco provides a comprehensive array of enduring
solutions for our clients. We have a significant presence in the institutional and retail segments
of the investment management industry in North America, Europe and Asia-Pacific, with clients in
more than 100 countries.
36
Global equity markets improved in the three months ended September 30, 2009, with most major
indices generating positive returns for the three months and year-to-date as illustrated in the
table below:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
Index |
|
September 30, 2009 |
|
September 30, 2009 |
Dow Jones Industrial Average |
|
|
15.82 |
% |
|
|
13.49 |
% |
S&P 500 |
|
|
15.61 |
% |
|
|
19.26 |
% |
NASDAQ Composite Index |
|
|
15.91 |
% |
|
|
35.59 |
% |
S&P/TSX Composite (Canada) |
|
|
10.61 |
% |
|
|
30.04 |
% |
FTSE 100 |
|
|
22.01 |
% |
|
|
20.40 |
% |
FTSE World Europe |
|
|
18.57 |
% |
|
|
26.82 |
% |
Nikkei 225 |
|
|
2.29 |
% |
|
|
16.11 |
% |
MSCI Emerging Market Index |
|
|
20.9 |
% |
|
|
64.45 |
% |
China SE Shanghai Composite |
|
|
(5.75 |
%) |
|
|
54.86 |
% |
Barclays Capital U.S. Aggregate Bond Index |
|
|
3.74 |
% |
|
|
5.72 |
% |
After a very weak start to the year, global equity markets continued the rally that began in
the final weeks of March. Leading economic indicators continued to suggest emersion from the
recession and most equity markets around the world posted gains in each of July, August, and
September, finishing the quarter with solid double digit returns. Share prices benefited from not
only steady boosts in earnings estimates but also from improving risk
tolerance lifting equity valuation multiples. Emerging markets continued to show some of the strongest growth
with the MSCI Emerging Market Index returning 20.9% during the quarter.
During the quarter, credit market conditions continued to strengthen as investors moved into
riskier assets. Central bank commitments to keep official interest rates low exerted additional
pressure on money market yields. Holders of U.S. Government debt overcame worries that foreign
central banks would scale back purchases as strong demand from overseas investors for Treasury
securities kept Government bond yields from rising. As a result, investors began to move out the
yield curve in an effort to boost returns.
Summary operating information is presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended Sept 30, |
|
Nine months ended Sept 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Operating revenues |
|
$ |
705.8m |
|
|
$ |
827.2m |
|
|
$ |
1,879.5m |
|
|
$ |
2,673.2m |
|
Net revenues(1) |
|
$ |
534.8m |
|
|
$ |
618.0m |
|
|
$ |
1,414.7m |
|
|
$ |
2,007.6m |
|
Operating margin |
|
|
21.5 |
% |
|
|
23.6 |
% |
|
|
17.2 |
% |
|
|
24.8 |
% |
Net operating margin(2) |
|
|
29.9 |
% |
|
|
32.7 |
% |
|
|
24.4 |
% |
|
|
34.7 |
% |
Net income attributable to common shareholders |
|
$ |
105.2m |
|
|
$ |
131.8m |
|
|
$ |
211.6m |
|
|
$ |
449.8m |
|
Diluted EPS |
|
$ |
0.24 |
|
|
$ |
0.33 |
|
|
$ |
0.51 |
|
|
$ |
1.12 |
|
Average assets under management (in billions) |
|
$ |
406.9 |
|
|
$ |
448.3 |
|
|
$ |
378.2 |
|
|
$ |
468.6 |
|
|
|
|
(1) |
|
Net revenues are operating revenues less third-party distribution,
service and advisory expenses plus our proportional share of the net
revenues of our joint venture investments. See Schedule of Non-GAAP
Information for the reconciliation of operating revenues to net
revenues. |
|
(2) |
|
Net operating margin is net operating income divided by net revenues.
See Schedule of Non-GAAP Information for the reconciliation of
operating income to net operating income. |
On October 19, 2009, the company announced that it entered into a definitive agreement to
acquire Morgan Stanleys retail asset management business, including Van Kampen Investments. The
transaction was initially valued at $1.5 billion, including $500.0 million in cash and 44.1 million
common shares, which will result in Morgan Stanley obtaining a 9.4% equity interest in the company.
The transaction has been approved by the boards of directors of both companies and is expected to
close in mid-2010, subject to customary regulatory, client and fund shareholder approvals.
37
Investment Capabilities Performance Overview
Invescos first strategic priority is to achieve strong investment performance over the
long-term for our clients. Performance in our equities capabilities, as measured by the percentage
of AUM ahead of benchmark and ahead of peer median, has generally been strong with some pockets of
outstanding performance and some areas where we have been challenged. Within our equity asset
class, U.S. Core, Continental European, and Global ex-U.S. and Emerging Markets have generally had
strong relative performance versus competitors and versus benchmark over one-, three- and five-year
periods. Investment performance in our U.S. Growth equities has lagged, while our one-year U.S.
Value Equity performance improved significantly versus both benchmark and peers. On a one-year basis, U.K. equity
performance has lagged against both competitors and benchmarks; however long-term performance
remains strong. Within our fixed income asset class, the global fixed income products have had at
least 62% of AUM ahead of benchmark and peers over one-, three-, and five-year periods. Our money
market capability had at least 89% of AUM ahead of peers on a one-, three-, and five-year basis,
while performance versus benchmark showed some improvement over the prior quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benchmark Comparison |
|
|
Peer Group Comparison |
|
|
|
|
|
% of AUM Ahead of |
|
|
% of AUM In Top Half of |
|
|
|
|
|
Benchmark |
|
|
Peer Group |
|
|
|
|
|
1yr |
|
|
3yr |
|
|
5yr |
|
|
1yr |
|
|
3yr |
|
|
5yr |
|
Equities |
|
U.S. Core |
|
|
70 |
% |
|
|
96 |
% |
|
|
96 |
% |
|
|
89 |
% |
|
|
85 |
% |
|
|
90 |
% |
|
|
U.S. Growth |
|
|
18 |
% |
|
|
35 |
% |
|
|
68 |
% |
|
|
20 |
% |
|
|
19 |
% |
|
|
32 |
% |
|
|
U.S. Value |
|
|
100 |
% |
|
|
94 |
% |
|
|
23 |
% |
|
|
88 |
% |
|
|
7 |
% |
|
|
7 |
% |
|
|
Sector |
|
|
88 |
% |
|
|
77 |
% |
|
|
73 |
% |
|
|
57 |
% |
|
|
60 |
% |
|
|
57 |
% |
|
|
U.K. |
|
|
7 |
% |
|
|
91 |
% |
|
|
93 |
% |
|
|
7 |
% |
|
|
89 |
% |
|
|
94 |
% |
|
|
Canadian |
|
|
59 |
% |
|
|
2 |
% |
|
|
25 |
% |
|
|
57 |
% |
|
|
23 |
% |
|
|
23 |
% |
|
|
Asian |
|
|
43 |
% |
|
|
87 |
% |
|
|
89 |
% |
|
|
51 |
% |
|
|
76 |
% |
|
|
81 |
% |
|
|
Continental European |
|
|
75 |
% |
|
|
66 |
% |
|
|
85 |
% |
|
|
61 |
% |
|
|
62 |
% |
|
|
62 |
% |
|
|
Global |
|
|
40 |
% |
|
|
60 |
% |
|
|
77 |
% |
|
|
60 |
% |
|
|
37 |
% |
|
|
13 |
% |
|
|
Global Ex U.S. and Emerging Markets |
|
|
94 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
98 |
% |
|
|
98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced |
|
Balanced |
|
|
75 |
% |
|
|
50 |
% |
|
|
60 |
% |
|
|
72 |
% |
|
|
41 |
% |
|
|
47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Income |
|
Money Market |
|
|
73 |
% |
|
|
74 |
% |
|
|
71 |
% |
|
|
89 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
U.S. Fixed Income |
|
|
65 |
% |
|
|
59 |
% |
|
|
69 |
% |
|
|
48 |
% |
|
|
63 |
% |
|
|
63 |
% |
|
|
Global Fixed Income |
|
|
70 |
% |
|
|
62 |
% |
|
|
80 |
% |
|
|
74 |
% |
|
|
76 |
% |
|
|
77 |
% |
|
|
|
Note: |
|
For most products the rankings are as of 9/30/09. Exceptions include institutional products
(6/30/09) and Australian retail (8/31/09). Includes assets with a minimum one-year composite
track record and populated benchmark return (for % assets ahead of benchmark) or peer group
(for % assets in top half of peer group). AUM measured in the one-, three-, and five-year peer
group rankings represents 68%, 67%, and 65% of total Invesco AUM, respectively, and AUM
measured versus benchmark on a one-, three-, and five-year basis represents 85%, 82%, and 76%
of total Invesco AUM, respectively, as of 9/30/09. Excludes Invesco PowerShares, W.L. Ross &
Co., Invesco Private Capital, non-discretionary direct real estate products and CLOs. 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. Performance assumes the reinvestment of dividends. Past performance
is not indicative of future results and may not reflect an investors experience. |
38
Results of Operations for the three months ended September 30, 2009, Compared with the three
months ended September 30, 2008
Assets Under Management
AUM at September 30, 2009, were $416.9 billion (June, 30, 2009: $388.7 billion; September 30,
2008: $409.6 billion). The increase in AUM during the three months ended September 30, 2009, was
due to increased market values, and a favorable movement in foreign exchange rates. Average AUM
during the three months ended September 30, 2009, were $406.9 billion, compared to $448.3 billion
for the three months ended September 30, 2008. Market gains led to a $27.4 billion increase in AUM
during the period compared to a reduction of $29.6 billion in the comparative 2008 period. Foreign
exchange rate movements led to an $0.8 billion increase in AUM during the period compared to an
$11.0 billion decrease in the comparative 2008 period. Long-term net inflows during the period were
$2.6 billion compared to long-term net outflows of $3.0 billion in the comparative 2008 period.
Institutional money market net outflows were $2.6 billion during the period compared to $8.1
billion in the comparative 2008 period.
Net revenue yield on AUM declined 2.5 basis points to 52.6 basis points in the three months
ended September 30, 2009, from the three months ended September 30, 2008, level of 55.1 basis
points, resulting from a 13.5% decline in net revenues and a 9.2% decline in average AUM from the
three months ended September 30, 2008. Market driven changes in our asset mix significantly impact
our net revenue yield calculation. Our equity AUM generally earn a higher net revenue rate than
money market AUM. At September 30, 2009, equity AUM comprised 39.2% of our total AUM, a decline of
7.1% from 42.2% at September 30, 2008. During the three months ended September 30, 2009, our equity
AUM increased in line with the increases in equity markets globally from June 30, 2009, whereas our
institutional money market AUM decreased from June 30, 2009. Gross revenue yield on AUM declined
4.4 basis points to 70.1 basis points in the three months ended September 30, 2009, from the three
months ended September 30, 2008, level of 74.5 basis points. See Schedule of Non-GAAP Information
for a reconciliation of operating revenues (gross revenues) to net revenues.
Changes in AUM were as follows:
|
|
|
|
|
|
|
|
|
$ in billions |
|
2009 |
|
2008 |
June 30 |
|
|
388.7 |
|
|
|
461.3 |
|
Long-term inflows |
|
|
19.4 |
|
|
|
16.8 |
|
Long-term outflows |
|
|
(16.8 |
) |
|
|
(19.8 |
) |
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
2.6 |
|
|
|
(3.0 |
) |
Net flows in money market funds |
|
|
(2.6 |
) |
|
|
(8.1 |
) |
Market gains and losses/reinvestment |
|
|
27.4 |
|
|
|
(29.6 |
) |
Foreign currency translation |
|
|
0.8 |
|
|
|
(11.0 |
) |
|
|
|
|
|
|
|
|
|
September 30 |
|
|
416.9 |
|
|
|
409.6 |
|
|
|
|
|
|
|
|
|
|
Average long-term AUM |
|
|
317.1 |
|
|
|
364.4 |
|
Average institutional money market AUM |
|
|
89.8 |
|
|
|
83.9 |
|
|
|
|
|
|
|
|
|
|
Average AUM |
|
|
406.9 |
|
|
|
448.3 |
|
|
|
|
|
|
|
|
|
|
Gross revenue yield on AUM(1) |
|
|
70.1 |
bps |
|
|
74.5 |
bps |
Gross revenue yield on AUM before performance fees(1) |
|
|
69.6 |
bps |
|
|
72.8 |
bps |
Net revenue yield on AUM(2) |
|
|
52.6 |
bps |
|
|
55.1 |
bps |
Net revenue yield on AUM before performance fees(2) |
|
|
52.1 |
bps |
|
|
53.5 |
bps |
|
|
|
(1) |
|
Gross revenue yield on AUM is equal to annualized total operating
revenues divided by average AUM, excluding joint venture (JV) AUM. Our
share of the average AUM in the third quarter for our JVs in China was
$3.9 billion (second quarter 2009: $3.6 billion; third quarter 2008:
$3.9 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 these AUM are not presented in our operating
revenues. Under U.S. GAAP, our share of the pre-tax earnings of the
JVs is recorded as equity in earnings of unconsolidated affiliates on
our Condensed Consolidated Statements of Income. |
|
(2) |
|
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. |
39
Our AUM by channel, by asset class, and by client domicile were as follows:
AUM by Channel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
$ in billions |
|
Total |
|
Retail |
|
Institutional |
|
Management |
June 30, 2009 AUM(1) |
|
|
388.7 |
|
|
|
169.0 |
|
|
|
205.9 |
|
|
|
13.8 |
|
Long-term inflows |
|
|
19.4 |
|
|
|
14.5 |
|
|
|
3.7 |
|
|
|
1.2 |
|
Long-term outflows |
|
|
(16.8 |
) |
|
|
(10.1 |
) |
|
|
(5.6 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
2.6 |
|
|
|
4.4 |
|
|
|
(1.9 |
) |
|
|
0.1 |
|
Net flows in money market funds |
|
|
(2.6 |
) |
|
|
|
|
|
|
(2.6 |
) |
|
|
|
|
Market gains and losses/reinvestment |
|
|
27.4 |
|
|
|
23.6 |
|
|
|
2.7 |
|
|
|
1.1 |
|
Foreign currency translation |
|
|
0.8 |
|
|
|
0.1 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
197.1 |
|
|
|
204.8 |
|
|
|
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 AUM(1) |
|
|
461.3 |
|
|
|
220.6 |
|
|
|
224.2 |
|
|
|
16.5 |
|
Long-term inflows |
|
|
16.8 |
|
|
|
12.0 |
|
|
|
3.7 |
|
|
|
1.1 |
|
Long-term outflows |
|
|
(19.8 |
) |
|
|
(14.2 |
) |
|
|
(4.6 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(3.0 |
) |
|
|
(2.2 |
) |
|
|
(0.9 |
) |
|
|
0.1 |
|
Net flows in money market funds |
|
|
(8.1 |
) |
|
|
0.1 |
|
|
|
(8.2 |
) |
|
|
|
|
Market gains and losses/reinvestment |
|
|
(29.6 |
) |
|
|
(23.2 |
) |
|
|
(5.2 |
) |
|
|
(1.2 |
) |
Foreign currency translation |
|
|
(11.0 |
) |
|
|
(7.3 |
) |
|
|
(3.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
188.0 |
|
|
|
206.2 |
|
|
|
15.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUM by Asset Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
|
|
|
Money |
|
|
$ in billions |
|
Total |
|
Equity |
|
Income |
|
Balanced |
|
Market |
|
Alternatives(2) |
June 30, 2009 AUM(1) |
|
|
388.7 |
|
|
|
141.1 |
|
|
|
68.4 |
|
|
|
36.3 |
|
|
|
94.4 |
|
|
|
48.5 |
|
Long-term inflows |
|
|
19.4 |
|
|
|
10.5 |
|
|
|
5.0 |
|
|
|
2.1 |
|
|
|
0.3 |
|
|
|
1.5 |
|
Long-term outflows |
|
|
(16.8 |
) |
|
|
(8.5 |
) |
|
|
(3.0 |
) |
|
|
(1.9 |
) |
|
|
(0.6 |
) |
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
2.6 |
|
|
|
2.0 |
|
|
|
2.0 |
|
|
|
0.2 |
|
|
|
(0.3 |
) |
|
|
(1.3 |
) |
Net flows in money market funds |
|
|
(2.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.6 |
) |
|
|
|
|
Market gains and losses/reinvestment |
|
|
27.4 |
|
|
|
20.1 |
|
|
|
2.9 |
|
|
|
3.2 |
|
|
|
|
|
|
|
1.2 |
|
Foreign currency translation |
|
|
0.8 |
|
|
|
0.1 |
|
|
|
|
|
|
|
0.6 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
163.3 |
|
|
|
73.3 |
|
|
|
40.3 |
|
|
|
91.6 |
(3) |
|
|
48.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 AUM(1) |
|
|
461.3 |
|
|
|
207.1 |
|
|
|
71.2 |
|
|
|
35.1 |
|
|
|
89.8 |
|
|
|
58.1 |
|
Long-term inflows |
|
|
16.8 |
|
|
|
9.2 |
|
|
|
3.1 |
|
|
|
2.0 |
|
|
|
0.8 |
|
|
|
1.7 |
|
Long-term outflows |
|
|
(19.8 |
) |
|
|
(12.4 |
) |
|
|
(2.4 |
) |
|
|
(2.2 |
) |
|
|
(0.7 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(3.0 |
) |
|
|
(3.2 |
) |
|
|
0.7 |
|
|
|
(0.2 |
) |
|
|
0.1 |
|
|
|
(0.4 |
) |
Net flows in money market funds |
|
|
(8.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.1 |
) |
|
|
|
|
Market gains and losses/reinvestment |
|
|
(29.6 |
) |
|
|
(23.9 |
) |
|
|
(2.8 |
) |
|
|
(2.5 |
) |
|
|
|
|
|
|
(0.4 |
) |
Foreign currency translation |
|
|
(11.0 |
) |
|
|
(7.2 |
) |
|
|
(1.1 |
) |
|
|
(1.7 |
) |
|
|
(0.1 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
172.8 |
|
|
|
68.0 |
|
|
|
30.7 |
|
|
|
81.7 |
|
|
|
56.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The beginning balances were adjusted to reflect certain asset reclassifications. |
|
(2) |
|
The alternatives asset class includes financial structures, absolute return,
real estate, private equity, asset allocation, portable alpha and multiple
asset strategies. |
|
(3) |
|
Ending Money Market AUM includes $87.2 billion in institutional money market
AUM and $4.4 billion in retail money market AUM. |
40
AUM by Client Domicile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continental |
|
|
$ in billions |
|
Total |
|
U.S. |
|
Canada |
|
U.K. |
|
Europe |
|
Asia |
June 30, 2009 AUM(1) |
|
|
388.7 |
|
|
|
243.6 |
|
|
|
25.3 |
|
|
|
68.3 |
|
|
|
26.7 |
|
|
|
24.8 |
|
Long-term inflows |
|
|
19.4 |
|
|
|
8.8 |
|
|
|
0.3 |
|
|
|
5.6 |
|
|
|
2.6 |
|
|
|
2.1 |
|
Long-term outflows |
|
|
(16.8 |
) |
|
|
(8.2 |
) |
|
|
(1.2 |
) |
|
|
(2.4 |
) |
|
|
(3.1 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
2.6 |
|
|
|
0.6 |
|
|
|
(0.9 |
) |
|
|
3.2 |
|
|
|
(0.5 |
) |
|
|
0.2 |
|
Net flows in money market funds |
|
|
(2.6 |
) |
|
|
(1.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(1.1 |
) |
Market gains and losses/reinvestment |
|
|
27.4 |
|
|
|
11.1 |
|
|
|
2.3 |
|
|
|
9.3 |
|
|
|
2.4 |
|
|
|
2.3 |
|
Foreign currency translation |
|
|
0.8 |
|
|
|
|
|
|
|
2.0 |
|
|
|
(2.1 |
) |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
254.2 |
|
|
|
28.6 |
|
|
|
78.5 |
|
|
|
28.8 |
|
|
|
26.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 AUM(1) |
|
|
461.3 |
|
|
|
280.2 |
|
|
|
38.9 |
|
|
|
80.2 |
|
|
|
31.0 |
|
|
|
31.0 |
|
Long-term inflows |
|
|
16.8 |
|
|
|
8.8 |
|
|
|
0.5 |
|
|
|
4.4 |
|
|
|
1.9 |
|
|
|
1.2 |
|
Long-term outflows |
|
|
(19.8 |
) |
|
|
(10.5 |
) |
|
|
(2.1 |
) |
|
|
(2.6 |
) |
|
|
(2.8 |
) |
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(3.0 |
) |
|
|
(1.7 |
) |
|
|
(1.6 |
) |
|
|
1.8 |
|
|
|
(0.9 |
) |
|
|
(0.6 |
) |
Net flows in money market funds |
|
|
(8.1 |
) |
|
|
(7.3 |
) |
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
|
|
(0.4 |
) |
Market gains and losses/reinvestment |
|
|
(29.6 |
) |
|
|
(15.1 |
) |
|
|
(2.4 |
) |
|
|
(5.1 |
) |
|
|
(3.6 |
) |
|
|
(3.4 |
) |
Foreign currency translation |
|
|
(11.0 |
) |
|
|
|
|
|
|
(1.8 |
) |
|
|
(7.0 |
) |
|
|
(1.6 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
256.1 |
|
|
|
33.1 |
|
|
|
69.5 |
|
|
|
24.9 |
|
|
|
26.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The beginning balances were adjusted to reflect certain asset reclassifications. |
Operating Revenues and Net Revenues
Operating revenues decreased by $121.4 million (14.7%) in the three months ended September 30,
2009, to $705.8 million (September 30, 2008: $827.2 million). Net revenues decreased by $83.2
million (13.5%) in the three months ended September 30, 2009, to $534.8 million (September 30,
2008: $618.0 million). Net revenues are operating revenues less third-party distribution, service
and advisory expenses, plus our proportional share of net revenues from joint venture arrangements.
See Schedule of Non-GAAP Information for additional important disclosures regarding the use of
net revenues. A significant portion of our business and managed AUM are based outside of the U.S.
The strengthening of the U.S. dollar against other currencies, primarily the Pound Sterling,
Canadian Dollar and Euro, have impacted our reported revenues for the three months ended September
30, 2009, as compared to the three months ended September 30, 2008. The impact of foreign exchange
rate movements resulted in $36.9 million (30.4%) of the decline in operating revenues during the
three months ended September 30, 2009. Additionally, our revenues are directly influenced by the
level and composition of our AUM as more fully discussed below. 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.
The main categories of revenues, and the dollar and percentage change between the periods,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
September 30, |
|
|
|
|
$ in millions |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Investment management fees |
|
|
570.3 |
|
|
|
664.9 |
|
|
|
(94.6 |
) |
|
|
(14.2 |
)% |
Service and distribution fees |
|
|
111.8 |
|
|
|
129.4 |
|
|
|
(17.6 |
) |
|
|
(13.6 |
)% |
Performance fees |
|
|
4.3 |
|
|
|
18.1 |
|
|
|
(13.8 |
) |
|
|
(76.2 |
)% |
Other |
|
|
19.4 |
|
|
|
14.8 |
|
|
|
4.6 |
|
|
|
31.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
705.8 |
|
|
|
827.2 |
|
|
|
(121.4 |
) |
|
|
(14.7 |
)% |
Third-party distribution, service and advisory expenses |
|
|
(183.5 |
) |
|
|
(220.9 |
) |
|
|
(37.4 |
) |
|
|
(16.9 |
)% |
Proportional share of revenues, net of third-party
distribution expenses, from joint venture investments |
|
|
12.5 |
|
|
|
11.7 |
|
|
|
0.8 |
|
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
534.8 |
|
|
|
618.0 |
|
|
|
(83.2 |
) |
|
|
(13.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Investment Management Fees
Investment management fees are derived from providing professional services to manage client
accounts and include fees earned from retail mutual funds, unit trusts, investment companies with
variable capital (ICVCs), exchange-traded funds, investment trusts and institutional and private
wealth management advisory contracts. Investment management fees for products offered in the retail
distribution channel are generally calculated as a percentage of the daily average asset balances
and therefore vary as the levels of AUM change resulting from inflows, outflows and market
movements. Investment management fees for products offered in the institutional and private wealth
management distribution channels are calculated in accordance with the underlying investment
management contracts and also vary in relation to the level of client assets managed.
Investment management fees decreased by $94.6 million (14.2%) in the three months ended
September 30, 2009, to $570.3 million (September 30, 2008: $664.9 million) due to decreases in
average AUM, changes in the mix of AUM between asset classes and foreign exchange rate movement.
Average AUM for the three months ended September 30, 2009, were $406.9 billion (September 30, 2008:
$448.3 billion). Average long-term AUM, which generally earn higher fee rates than money market
AUM, for the three months ended September 30, 2009, were $317.1 billion (September 30, 2008: $364.4
billion), while average institutional money market AUM increased 7.0% to $89.8 billion at September
30, 2009, from $83.9 billion for the three months ended September 30, 2008.
Service and Distribution Fees
Service fees are generated through fees charged to cover several types of expenses, including
fund accounting fees and other maintenance costs for mutual funds, unit trusts and ICVCs, and
administrative fees earned from closed-ended funds. Service fees also include transfer agent fees,
which are fees charged to cover the expense of processing client share purchases and redemptions,
call center support and client reporting. U.S. distribution fees can include 12b-1 fees earned from
certain mutual funds to cover allowable sales and marketing expenses for those funds and also
include asset-based sales charges paid by certain mutual funds for a period of time after the sale
of those funds. Distribution fees typically vary in relation to the amount of client assets
managed. Generally, retail products offered outside of the U.S. do not generate a separate
distribution fee, as the quoted management fee rate is inclusive of these services.
In the three months ended September 30, 2009, service and distribution fees decreased by $17.6
million (13.6%) to $111.8 million (September 30, 2008: $129.4 million) due to decreases in average
AUM during the period.
Performance Fees
Performance fee revenues are generated on certain management contracts when performance
hurdles are achieved. Such fee revenues are recorded in operating revenues as of the performance
measurement date, when the contractual performance criteria have been met and when the outcome of
the transaction can be measured reliably in accordance with Method 1 of ASC Topic 605-20-S99,
Revenue Recognition Services SEC Materials. Cash receipt of earned performance fees occurs
after the measurement date. The performance measurement date is defined in each contract in which
incentive and performance fee revenue agreements are in effect, and therefore we have performance
fee arrangements that include monthly, quarterly and annual measurement dates. Given the uniqueness
of each transaction, performance fee contracts are evaluated on an individual basis to determine if
revenues can and should be recognized. Performance fees are not recorded if there are any future
performance contingencies. If performance arrangements require repayment of the performance fee for
failure to perform during the contractual period, then performance fee revenues are recognized no
earlier than the expiration date of these terms. Performance fees will fluctuate from period to
period and may not correlate with general market changes, since most of the fees are driven by
relative performance to the respective benchmark rather than by absolute performance.
In the three months ended September 30, 2009, performance fees decreased by $13.8 million
(76.2%) to $4.3 million (September 30, 2008: $18.1 million). The performance fees generated during
the three months ended September 30, 2009, arose primarily in the U.K. and in our real estate
group. Over half of the performance fees recognized in the three months ended September 30, 2008,
were generated by our quantitative strategies group. The remaining amount came from several other
areas of the company.
42
Other Revenues
Other revenues include fees derived primarily from transaction commissions earned upon the
sale of new investments into certain of our retail funds and fees earned upon the completion of
transactions in our real estate and private equity assets groups. Real estate transaction fees are
derived from commissions earned through the buying and selling of properties. Private equity
transaction fees include commissions associated with the restructuring of and fees from providing
advice to portfolio companies held by the funds. The measurement date in which these transaction
fees are recorded is the date on which the transaction is legally closed. Other revenues also
include the revenues of consolidated investment products.
In the three months ended September 30, 2009, other revenues increased by $4.6 million (31.1%)
to $19.4 million (September 30, 2008: $14.8 million) driven by increases in transaction fees within
our real estate operations.
Third-Party Distribution, Service and Advisory Expenses
Third-party distribution, service and advisory expenses include renewal commissions paid to
independent financial advisors for as long as the clients assets are invested and are payments for
the servicing of client accounts. Renewal commissions are calculated based upon a percentage of the
AUM value. 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 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 share purchases and redemptions, call center support and client
reporting. Third-party distribution, service and advisory expenses may increase or decrease at a
rate different from the rate of change in service and distribution fee revenues due to the
inclusion of distribution, service and advisory expenses for the U.K. and Canada, where the related
revenues are recorded as investment management fee revenues, as noted above.
Third-party distribution, service and advisory expenses decreased by $37.4 million (16.9%) in
the three months ended September 30, 2009, to $183.5 million (September 30, 2008: $220.9 million),
consistent with the declines in investment management and service and distribution fee revenues.
Proportional share of revenues, net of third-party distribution expenses, from joint venture
investments
Management believes that the addition of our proportional share of revenues, net of
third-party distribution expenses, from joint venture arrangements should be added to operating
revenues to arrive at net revenues, as it is important to evaluate the contribution to the business
that our joint venture arrangements are making. See Schedule of Non-GAAP Information for
additional disclosures regarding the use of net revenues. The companys most significant joint
venture arrangement is our 49.0% investment in Invesco Great Wall Fund Management Company Limited
(the Invesco Great Wall joint venture).
Our proportional share of revenues, net of third-party distribution expenses increased by $0.8
million (6.8%) to $12.5 million in the three months ended September 30, 2009 (September 30, 2008:
$11.7 million), driven by the timing of the positive changes in average AUM during the period in
the Invesco Great Wall joint venture. Our share of the Invesco Great Wall joint ventures average
AUM in the three months ended September 30, 2009, was $3.9 billion (September 30, 2008: $3.9
billion).
Operating Expenses
During the three months ended September 30, 2009, operating expenses decreased by $77.8
million (12.3%) to $554.2 million (September 30, 2008: $632.0 million). As discussed above, a
significant portion of our business and managed AUM are based outside of the U.S. The strengthening
of the U.S. dollar against other currencies during the quarter, primarily the Pound Sterling,
Canadian dollar and Euro, have impacted our reported operating expenses in the three months ended
September 30, 2009, as compared to the three months ended September 30, 2008. The impact of foreign
exchange rate movements resulted in $23.5 million (30.2%) of the decline in operating expenses
during the three months ended September 30, 2009.
43
The main categories of operating expenses, and the dollar and percentage changes between
periods, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
September 30, |
|
|
|
|
$ in millions |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Employee compensation |
|
|
238.9 |
|
|
|
264.1 |
|
|
|
(25.2 |
) |
|
|
(9.5 |
)% |
Third-party distribution, service and advisory |
|
|
183.5 |
|
|
|
220.9 |
|
|
|
(37.4 |
) |
|
|
(16.9 |
)% |
Marketing |
|
|
27.7 |
|
|
|
34.8 |
|
|
|
(7.1 |
) |
|
|
(20.4 |
)% |
Property, office and technology |
|
|
63.0 |
|
|
|
50.5 |
|
|
|
12.5 |
|
|
|
24.8 |
% |
General and administrative |
|
|
41.1 |
|
|
|
61.7 |
|
|
|
(20.6 |
) |
|
|
(33.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
554.2 |
|
|
|
632.0 |
|
|
|
(77.8 |
) |
|
|
(12.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below sets forth these cost 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 cost:
Three months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total |
|
% of |
|
|
|
|
|
% of Total |
|
% of |
|
|
Sept 30, |
|
Operating |
|
Operating |
|
Sept 30, |
|
Operating |
|
Operating |
$ in millions |
|
2009 |
|
Expenses |
|
Revenues |
|
2008 |
|
Expenses |
|
Revenues |
Employee compensation |
|
|
238.9 |
|
|
|
43.1 |
% |
|
|
33.8 |
% |
|
|
264.1 |
|
|
|
41.8 |
% |
|
|
31.9 |
% |
Third-party distribution, service and advisory |
|
|
183.5 |
|
|
|
33.1 |
% |
|
|
26.0 |
% |
|
|
220.9 |
|
|
|
35.0 |
% |
|
|
26.7 |
% |
Marketing |
|
|
27.7 |
|
|
|
5.0 |
% |
|
|
3.9 |
% |
|
|
34.8 |
|
|
|
5.5 |
% |
|
|
4.2 |
% |
Property, office and technology |
|
|
63.0 |
|
|
|
11.4 |
% |
|
|
8.9 |
% |
|
|
50.5 |
|
|
|
8.0 |
% |
|
|
6.1 |
% |
General and administrative |
|
|
41.1 |
|
|
|
7.4 |
% |
|
|
5.8 |
% |
|
|
61.7 |
|
|
|
9.8 |
% |
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
554.2 |
|
|
|
100.0 |
% |
|
|
78.5 |
% |
|
|
632.0 |
|
|
|
100.0 |
% |
|
|
76.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Compensation
Employee compensation includes salary, cash bonuses and share-based payment plans designed to
attract and retain the highest caliber employees. Employee compensation decreased $25.2 million
(9.5%) to $238.9 million in the three months ended September 30, 2009, (September 30, 2008: $264.1
million) due to decreases in base salaries, staff bonuses, payroll taxes, and the impact of foreign
exchange rate movement. Headcount at September 30, 2009, was 4,908 (September 30, 2008: 5,354).
Third-Party Distribution, Service and Advisory Expenses
Third-party distribution, service and advisory expenses are discussed above in the operating
and net revenues section.
Marketing
Marketing expenses include marketing support payments, which are payments made to distributors
of certain of our retail products over and above the 12b-1 distribution payments. These fees are
contracted separately with each distributor. Marketing expenses also 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 companys products through conferences or other
sponsorships, and the cost of marketing-related employee travel.
Marketing expenses decreased by $7.1 million (20.4%) in the three months ended September 30,
2009, to $27.7 million (September 30, 2008: $34.8 million) primarily due to reductions in marketing
support payments, advertising and promotional expenses as compared to the three months ended
September 30, 2008.
Property, Office and Technology
Property, office and technology expenses include rent and utilities for our various leased
facilities, depreciation of company-owned property and capitalized computer equipment costs, minor
non-capitalized computer equipment and software purchases and related maintenance payments, and
costs related to externally provided operations, technology, and other back office management
services.
44
Property, office and technology expenses increased by $12.5 million (24.8%) to $63.0 million
in the three months ended September 30, 2009 (September 30, 2008: $50.5 million), due primarily to
$12.0 million in charges relating to vacating leased property, including our Denver property. The
three months ended September 30, 2008, included a downward adjustment in rent costs for sublet
office property totaling $3.3 million.
General and Administrative
General and administrative expenses include professional services costs, such as information
service subscriptions, consulting fees, professional insurance costs, audit, tax and legal fees,
non-marketing related employee travel expenditures, recruitment and training costs, and the
amortization of certain intangible assets.
General and administrative expenses decreased by $20.6 million (33.4%) to $41.1 million in the
three months ended September 30, 2009 (September 30, 2008: $61.7 million), due primarily to reduced
travel and entertainment expenses and general expense management measures during the three months
ended September 30, 2009.
Operating Income, Net Operating Income, Operating Margin and Net Operating Margin
Operating income decreased by $43.6 million (22.3%) to $151.6 million in the three months
ended September 30, 2009 (September 30, 2008: $195.2 million). Operating margin (operating income
divided by operating revenues) was 21.5% in the three months ended September 30, 2009, down from
23.6% in the three months ended September 30, 2008. Net operating income (operating income plus our
proportional share of the operating income from joint venture arrangements) decreased by $42.4
million (21.0%) to $159.8 million in the three months ended September 30, 2009, from $202.2 million
in the three months ended September 30, 2008. Net operating margin is equal to net operating income
divided by net revenues. Net revenues are equal to operating revenues less third-party
distribution, service and advisory expenses, plus our proportional share of the net revenues from
our joint venture arrangements. Net operating margin decreased to 29.9% in the three months ended
September 30, 2009, from 32.7% in the three months ended September 30, 2008. See Schedule of
Non-GAAP Information for a reconciliation of operating revenues to net revenues, a reconciliation
of operating income to net operating income and additional important disclosures regarding net
revenues, net operating income and net operating margins.
Other Income and Expenses
Equity in earnings of unconsolidated affiliates decreased by $0.1 million (1.3%) to $7.9
million in the three months ended September 30, 2009 (September 30, 2008: $8.0 million), resulting
primarily from declines in our share of the pre-tax losses of our partnership investments.
Interest income decreased by $6.3 million (78.8%) to $1.7 million in the three months ended
September 30, 2009 (September 30, 2008: $8.0 million), as a result of significantly lower interest
rates during the period. The decrease in yields was consistent with market direction during the
period. Interest expense decreased by $1.4 million (7.7%) to $16.9 million in the three months
ended September 30, 2009 (September 30, 2008: $18.3 million), resulting from a lower average debt
balance during the three months ended September 30, 2009, versus the comparative period.
Other gains and losses, net were a net gain of $2.0 million in the three months ended
September 30, 2009, as compared to a net loss of $10.4 million in the three months ended September
30, 2008. Included in other gains and losses is a net gain of $2.3 million realized upon the disposal of other
investments (2008: $1.1 million net gain). In the three months ended September
30, 2009, we benefited from $0.5 million in net foreign exchange gains; whereas in the three
months ended September 30, 2008 we incurred $2.1 million in net foreign exchange losses. Included
in other losses are $0.8 million of credit-related other-than-temporary impairment charges related
to the companys investments in CLO products (2008: $9.4 million). The CLO impairment arose
principally from adverse changes in the timing of estimated cash flows used in the valuation
models.
Included in other income and expenses are gains and losses of consolidated investment
products, net, which are driven by realized and unrealized gains and losses of underlying
investments held by consolidated funds. The consolidation of investment products during the three
months ended September 30, 2009, resulted in a decline in operating income of $3.2 million,
non-operating gains of $2.1 million, and losses attributable to noncontrolling interests of $0.8
million.
Net gains of consolidated investment products for the three months ended September 30, 2008,
were $2.8 million, and are largely offset by noncontrolling interests of consolidated entities, net
of tax, of $4.3 million.
45
Income Tax Expense
Our subsidiaries operate in several taxing jurisdictions around the world, each with its own
statutory income tax rate. As a result, our effective tax rate will vary from year to year
depending on the mix of the profits and losses of our subsidiaries. The majority of our profits are
earned in the U.S., Canada and the U.K. The current U.K. statutory tax rate is 28%, the Canadian
statutory tax rate is 33% and the U.S. Federal statutory tax rate is 35%.
Our effective tax rate, excluding noncontrolling interests in consolidated entities, for the
three months ended September 30, 2009, was 29.3%, up from 27.2% for the three months ended
September 30, 2008. The rate increase was primarily due to the mix of pre-tax income and additional
tax expense necessary to reconcile the provision to the tax returns as filed, partially offset by
the release of an unremitted earnings deferred tax liability as a result of a change in U.K. tax
law during the quarter. The rate increase was also partially offset by the release of $11.9 million
of provisions for uncertain tax positions during the three months ended September 30, 2009
(September 30, 2008: release of $9.9 million).
46
Results of Operations for the Nine months ended September 30, 2009, Compared with the Nine
months ended September 30, 2008
Assets Under Management
AUM at September 30, 2009, were $416.9 billion (September 30, 2008: $409.6 billion). The
increase in AUM during the nine months ended September 30, 2009, was due increased market values, a
favorable movement in foreign exchange rates, and net inflows in long-term and institutional money
market funds. Average AUM during the nine months ended September 30, 2009, were $378.2 billion,
compared to $468.6 billion for the nine months ended September 30, 2008. Market gains led to a
$35.9 billion increase in AUM during the period compared to a reduction of $69.1 billion in the
comparative 2008 period. Foreign exchange rate movements led to a $9.8 billion increase in AUM
during the period compared to a $9.9 billion decrease in the comparative 2008 period. Long-term net
inflows during the period were $6.3 billion compared to long-term net outflows of $17.5 billion in
the comparative 2008 period. Institutional money market net inflows were $7.7 billion during the
period compared to $6.0 billion in the comparative 2008 period.
Net revenue yield on AUM declined 7.2 basis points to 49.9 basis points in the nine months
ended September 30, 2009, from the nine months ended September 30, 2008, level of 57.1 basis
points, resulting from a 29.5% decline in net revenues and a 19.3% decline in average AUM. Market
driven changes in our asset mix significantly impact our net revenue yield calculation. Our equity
AUM generally earn a higher net revenue rate than money market AUM. At September 30, 2009, equity
AUM comprised 39.2% of our total AUM, a decline of 7.1% from 42.2% at September 30, 2008. During
the nine months ended September 30, 2009, our equity AUM decreased in line with the decline in
equity markets globally from September 30, 2008, whereas our institutional money market AUM
increased from September 30, 2008. Gross revenue yield on AUM declined 10.0 basis points to 66.9
basis points in the nine months ended September 30, 2009, from the nine months ended September 30,
2008, level of 76.9 basis points. See Schedule of Non-GAAP Information for a reconciliation of
operating revenues (gross revenues) to net revenues.
Changes in AUM were as follows:
|
|
|
|
|
|
|
|
|
$ in billions |
|
2009 |
|
2008 |
December 31 |
|
|
357.2 |
|
|
|
500.1 |
|
Long-term inflows |
|
|
51.8 |
|
|
|
57.2 |
|
Long-term outflows |
|
|
(45.5 |
) |
|
|
(74.7 |
) |
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
6.3 |
|
|
|
(17.5 |
) |
Net flows in money market funds |
|
|
7.7 |
|
|
|
6.0 |
|
Market gains and losses/reinvestment |
|
|
35.9 |
|
|
|
(69.1 |
) |
Foreign currency translation |
|
|
9.8 |
|
|
|
(9.9 |
) |
|
|
|
|
|
|
|
|
|
September 30 |
|
|
416.9 |
|
|
|
409.6 |
|
|
|
|
|
|
|
|
|
|
Average long-term AUM |
|
|
289.4 |
|
|
|
387.5 |
|
Average institutional money market AUM |
|
|
88.8 |
|
|
|
81.1 |
|
|
|
|
|
|
|
|
|
|
Average AUM |
|
|
378.2 |
|
|
|
468.6 |
|
|
|
|
|
|
|
|
|
|
Gross revenue yield on AUM(1) |
|
|
66.9 |
bps |
|
|
76.9 |
bps |
Gross revenue yield on AUM before performance fees(1) |
|
|
66.1 |
bps |
|
|
75.4 |
bps |
Net revenue yield on AUM(2) |
|
|
49.9 |
bps |
|
|
57.1 |
bps |
Net revenue yield on AUM before performance fees(2) |
|
|
49.1 |
bps |
|
|
55.7 |
bps |
|
|
|
(1) |
|
Gross revenue yield on AUM is equal to annualized total operating
revenues divided by average AUM, excluding joint venture (JV) AUM. Our
share of the average AUM in the first nine months of 2009 for our JVs
in China was $3.6 billion (first nine months of 2008: $5.0 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 these AUM are not presented in our operating revenues.
Under U.S. GAAP, our share of the pre-tax earnings of the JVs is
recorded as equity in earnings of unconsolidated affiliates on our
Condensed Consolidated Statements of Income. |
|
(2) |
|
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 revenue. |
47
Our AUM by channel, by asset class, and by client domicile were as follows:
AUM by Channel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth |
$ in billions |
|
Total |
|
Retail |
|
Institutional |
|
Management |
December 31, 2008 AUM(1) |
|
|
357.2 |
|
|
|
149.3 |
|
|
|
194.6 |
|
|
|
13.3 |
|
Long-term inflows |
|
|
51.8 |
|
|
|
36.5 |
|
|
|
11.1 |
|
|
|
4.2 |
|
Long-term outflows |
|
|
(45.5 |
) |
|
|
(27.5 |
) |
|
|
(14.0 |
) |
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
6.3 |
|
|
|
9.0 |
|
|
|
(2.9 |
) |
|
|
0.2 |
|
Net flows in money market funds |
|
|
7.7 |
|
|
|
(0.2 |
) |
|
|
7.9 |
|
|
|
|
|
Market gains and losses/reinvestment |
|
|
35.9 |
|
|
|
30.7 |
|
|
|
3.7 |
|
|
|
1.5 |
|
Foreign currency translation |
|
|
9.8 |
|
|
|
8.3 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
197.1 |
|
|
|
204.8 |
|
|
|
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 AUM(1) |
|
|
500.1 |
|
|
|
259.5 |
|
|
|
223.1 |
|
|
|
17.5 |
|
Long-term inflows |
|
|
57.2 |
|
|
|
40.2 |
|
|
|
13.4 |
|
|
|
3.6 |
|
Long-term outflows |
|
|
(74.7 |
) |
|
|
(50.2 |
) |
|
|
(21.0 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(17.5 |
) |
|
|
(10.0 |
) |
|
|
(7.6 |
) |
|
|
0.1 |
|
Net flows in money market funds |
|
|
6.0 |
|
|
|
0.2 |
|
|
|
5.8 |
|
|
|
|
|
Market gains and losses/reinvestment |
|
|
(69.1 |
) |
|
|
(53.8 |
) |
|
|
(13.1 |
) |
|
|
(2.2 |
) |
Foreign currency translation |
|
|
(9.9 |
) |
|
|
(7.9 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
188.0 |
|
|
|
206.2 |
|
|
|
15.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUM by Asset Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
|
|
|
Money |
|
|
$ in billions |
|
Total |
|
Equity |
|
Income |
|
Balanced |
|
Market |
|
Alternatives(2) |
December 31, 2008 AUM(1) |
|
|
357.2 |
|
|
|
127.6 |
|
|
|
61.5 |
|
|
|
32.8 |
|
|
|
84.2 |
|
|
|
51.1 |
|
Long-term inflows |
|
|
51.8 |
|
|
|
24.6 |
|
|
|
14.3 |
|
|
|
6.5 |
|
|
|
1.9 |
|
|
|
4.5 |
|
Long-term outflows |
|
|
(45.5 |
) |
|
|
(22.0 |
) |
|
|
(8.9 |
) |
|
|
(6.2 |
) |
|
|
(2.5 |
) |
|
|
(5.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
6.3 |
|
|
|
2.6 |
|
|
|
5.4 |
|
|
|
0.3 |
|
|
|
(0.6 |
) |
|
|
(1.4 |
) |
Net flows in money market funds |
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
|
|
|
|
|
Market gains and losses/reinvestment |
|
|
35.9 |
|
|
|
27.2 |
|
|
|
5.1 |
|
|
|
5.2 |
|
|
|
0.1 |
|
|
|
(1.7 |
) |
Foreign currency translation |
|
|
9.8 |
|
|
|
5.9 |
|
|
|
1.3 |
|
|
|
2.0 |
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
163.3 |
|
|
|
73.3 |
|
|
|
40.3 |
|
|
|
91.6 |
(3) |
|
|
48.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 AUM(1) |
|
|
500.1 |
|
|
|
249.6 |
|
|
|
75.0 |
|
|
|
38.4 |
|
|
|
75.1 |
|
|
|
62.0 |
|
Long-term inflows |
|
|
57.2 |
|
|
|
31.4 |
|
|
|
10.4 |
|
|
|
6.8 |
|
|
|
2.8 |
|
|
|
5.8 |
|
Long-term outflows |
|
|
(74.7 |
) |
|
|
(43.1 |
) |
|
|
(14.3 |
) |
|
|
(7.5 |
) |
|
|
(2.6 |
) |
|
|
(7.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(17.5 |
) |
|
|
(11.7 |
) |
|
|
(3.9 |
) |
|
|
(0.7 |
) |
|
|
0.2 |
|
|
|
(1.4 |
) |
Net flows in money market funds |
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0 |
|
|
|
|
|
Market gains and losses/reinvestment |
|
|
(69.1 |
) |
|
|
(58.0 |
) |
|
|
(2.3 |
) |
|
|
(5.6 |
) |
|
|
0.5 |
|
|
|
(3.7 |
) |
Foreign currency translation |
|
|
(9.9 |
) |
|
|
(7.1 |
) |
|
|
(0.8 |
) |
|
|
(1.4 |
) |
|
|
(0.1 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
172.8 |
|
|
|
68.0 |
|
|
|
30.7 |
|
|
|
81.7 |
|
|
|
56.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The beginning balances were adjusted to reflect certain asset reclassifications. |
|
(2) |
|
The alternatives asset class includes financial structures, absolute return,
real estate, private equity, asset allocation, portable alpha and multiple
asset strategies. |
|
(3) |
|
Ending Money Market AUM includes $87.2 billion in institutional money market
AUM and $4.4 billion in retail money market AUM. |
48
AUM by Client Domicile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continental |
|
|
$ in billions |
|
Total |
|
U.S. |
|
Canada |
|
U.K. |
|
Europe |
|
Asia |
December 31, 2008 AUM(1) |
|
|
357.2 |
|
|
|
232.5 |
|
|
|
24.1 |
|
|
|
56.7 |
|
|
|
22.4 |
|
|
|
21.5 |
|
Long-term inflows |
|
|
51.8 |
|
|
|
25.0 |
|
|
|
1.5 |
|
|
|
13.6 |
|
|
|
6.4 |
|
|
|
5.3 |
|
Long-term outflows |
|
|
(45.5 |
) |
|
|
(23.9 |
) |
|
|
(3.7 |
) |
|
|
(5.4 |
) |
|
|
(7.1 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
6.3 |
|
|
|
1.1 |
|
|
|
(2.2 |
) |
|
|
8.2 |
|
|
|
(0.7 |
) |
|
|
(0.1 |
) |
Net flows in money market funds |
|
|
7.7 |
|
|
|
5.2 |
|
|
|
|
|
|
|
(0.1 |
) |
|
|
3.2 |
|
|
|
(0.6 |
) |
Market gains and losses/reinvestment |
|
|
35.9 |
|
|
|
15.4 |
|
|
|
3.4 |
|
|
|
8.7 |
|
|
|
3.0 |
|
|
|
5.4 |
|
Foreign currency translation |
|
|
9.8 |
|
|
|
|
|
|
|
3.3 |
|
|
|
5.0 |
|
|
|
0.9 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 AUM |
|
|
416.9 |
|
|
|
254.2 |
|
|
|
28.6 |
|
|
|
78.5 |
|
|
|
28.8 |
|
|
|
26.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 AUM(1) |
|
|
500.1 |
|
|
|
290.5 |
|
|
|
46.6 |
|
|
|
90.0 |
|
|
|
36.1 |
|
|
|
36.9 |
|
Long-term inflows |
|
|
57.2 |
|
|
|
27.8 |
|
|
|
2.1 |
|
|
|
14.3 |
|
|
|
7.7 |
|
|
|
5.3 |
|
Long-term outflows |
|
|
(74.7 |
) |
|
|
(35.6 |
) |
|
|
(8.0 |
) |
|
|
(7.8 |
) |
|
|
(13.8 |
) |
|
|
(9.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term net flows |
|
|
(17.5 |
) |
|
|
(7.8 |
) |
|
|
(5.9 |
) |
|
|
6.5 |
|
|
|
(6.1 |
) |
|
|
(4.2 |
) |
Net flows in money market funds |
|
|
6.0 |
|
|
|
2.4 |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
0.8 |
|
|
|
2.8 |
|
Market gains and losses/reinvestment |
|
|
(69.1 |
) |
|
|
(29.0 |
) |
|
|
(4.9 |
) |
|
|
(19.7 |
) |
|
|
(5.8 |
) |
|
|
(9.7 |
) |
Foreign currency translation |
|
|
(9.9 |
) |
|
|
|
|
|
|
(2.8 |
) |
|
|
(7.2 |
) |
|
|
(0.1 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 AUM |
|
|
409.6 |
|
|
|
256.1 |
|
|
|
33.1 |
|
|
|
69.5 |
|
|
|
24.9 |
|
|
|
26.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The beginning balances were adjusted to reflect certain asset reclassifications. |
Operating Revenues and Net Revenues
Operating revenues decreased by $793.7 million (29.7%) in the nine months ended September 30,
2009, to $1,879.5 million (September 30, 2008: $2,673.2 million). Net revenues decreased by $592.9
million (29.5%) in the nine months ended September 30, 2009, to $1,414.7 million (September 30,
2008: $2,007.6 million). Net revenues are operating revenues less third-party distribution, service
and advisory expenses, plus our proportional share of net revenues from joint venture arrangements.
See Schedule of Non-GAAP Information for additional important disclosures regarding the use of
net revenues. A significant portion of our business and managed AUM are based outside of the U.S.
The strengthening of the U.S. dollar against other currencies, primarily the Pound Sterling,
Canadian Dollar, and Euro have impacted our reported revenues for the nine months ended September
30, 2009, as compared to the nine months ended September 30, 2008. The impact of foreign exchange
rate movements resulted in $184.8 million (23.3%) of the decline in operating revenues during the
nine months ended September 30, 2009. Additionally, our revenues are directly influenced by the
level and composition of our AUM as more fully discussed below. 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.
The main categories of revenues, and the dollar and percentage change between the periods,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
|
|
|
September 30, |
|
|
|
|
$ in millions |
|
2009 |
|
2008 |
|
$ Change% |
|
Change |
Investment management fees |
|
|
1,508.4 |
|
|
|
2,139.3 |
|
|
|
(630.9 |
) |
|
|
(29.5 |
)% |
Service and distribution fees |
|
|
301.2 |
|
|
|
411.1 |
|
|
|
(109.9 |
) |
|
|
(26.7 |
)% |
Performance fees |
|
|
23.2 |
|
|
|
51.3 |
|
|
|
(28.1 |
) |
|
|
(54.8 |
)% |
Other |
|
|
46.7 |
|
|
|
71.5 |
|
|
|
(24.8 |
) |
|
|
(34.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
1,879.5 |
|
|
|
2,673.2 |
|
|
|
(793.7 |
) |
|
|
(29.7 |
)% |
Third-party distribution, service and advisory expenses |
|
|
(498.0 |
) |
|
|
(712.9 |
) |
|
|
(214.9 |
) |
|
|
(30.1 |
)% |
Proportional share of revenues, net of third-party
distribution expenses, from joint venture investments |
|
|
33.2 |
|
|
|
47.3 |
|
|
|
(14.1 |
) |
|
|
(29.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
1,414.7 |
|
|
|
2,007.6 |
|
|
|
(592.9 |
) |
|
|
(29.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
Investment Management Fees
Investment management fees decreased by $630.9 million (29.5%) in the nine months ended
September 30, 2009, to $1,508.4 million (September 30, 2008: $2,139.3 million) due to decreases in
average AUM, changes in the mix of AUM between asset classes and foreign exchange rate movement.
Average AUM for the nine months ended September 30, 2009, were $378.2 billion (September 30, 2008:
$468.6 billion). Average long-term AUM, which generally earn higher fee rates than money market
AUM, for the nine months ended September 30, 2009, were $289.4 billion (September 30, 2008: $387.5
billion), while average institutional money market AUM increased (9.5%) to $88.8 billion at
September 30, 2009, from $81.1 billion for the nine months ended September 30, 2008.
Service and Distribution Fees
In the nine months ended September 30, 2009, service and distribution fees decreased by $109.9
million (26.7%) to $301.2 million (September 30, 2008: $411.1 million) due to decreases in average
AUM during the period.
Performance Fees
In the nine months ended September 30, 2009, performance fees decreased by $28.1 million
(54.8%) to $23.2 million (September 30, 2008: $51.3 million). The performance fees generated during
the nine months ended September 30, 2009, arose primarily in the U.K. and in the U.S. quantitative
equities group. The performance fees generated during the nine months ended September 30, 2008,
arose primarily in the U.S. quantitative equities and U.S. real estate groups and in the U.K.
Other Revenues
In the nine months ended September 30, 2009, other revenues decreased by $24.8 million (34.7%)
to $46.7 million (September 30, 2008: $71.5 million) driven by decreases in sales volumes of funds
subject to front-end commissions and lower transaction fees within our real estate and private
equity business.
Third-Party Distribution, Service and Advisory Expenses
Third-party distribution, service and advisory expenses decreased by $214.9 million (30.1%) in
the nine months ended September 30, 2009, to $498.0 million (September 30, 2008: $712.9 million),
consistent with the declines in investment management and service and distribution fee revenues.
Proportional share of revenues, net of third-party distribution expenses, from joint venture
investments
Our proportional share of revenues, net of third-party distribution expenses decreased by
$14.1 million (29.8%) to $33.2 million in the nine months ended September 30, 2009 (September 30,
2008: $47.3 million), driven by the decline in average AUM during the period in the Invesco Great
Wall joint venture. Our proportional share of the Invesco Great Wall joint ventures average AUM at
September 30, 2009, was $3.6 billion (September 30, 2008: $5.0 billion). The decline from prior
period reflects the increased volatility of equity markets in this region during the nine months
ended September 30, 2009.
Operating Expenses
During the nine months ended September 30, 2009, operating expenses decreased by $454.2
million (22.6%) to $1,555.7 million (September 30, 2008: $2,009.9 million). As discussed above, a
significant portion of our business and managed AUM are based outside of the U.S. The strengthening
of the U.S. dollar against other currencies, primarily the Pound Sterling, Canadian dollar, and
Euro have impacted our reported operating expenses in the nine months ended September 30, 2009, as
compared to the nine months ended September 30, 2008. The impact of foreign exchange rate movements
resulted in $133.0 million (29.3%) of the decline in operating expenses during the nine months
ended September 30, 2009.
The company continued to apply a disciplined approach to expense management consistent with
previously announced expense guidance. Through the nine months ended September 30, 2009, despite
the impact of foreign exchange and market movements, we are running approximately $27 million under
our total expenses discussed in the guidance. We forecasted $2,110 million in operating expenses
for 2009, assuming flat markets from December 31, 2008, and no change in foreign exchange rates.
Total operating expenses for the nine months ended September 30, 2009, were $1,555.7 million,
versus a forecasted $1,583 million in expenses for the nine
50
months ended September 30, 2009. Despite changes in market valuations and foreign exchange, we
are generally tracking to this original expense guidance. Any variance from this guidance would
largely be due to market-related distribution expenses. Additionally, we may incur
acquisition-related fees of approximately $5 million in the three months ended December 31, 2009.
Although markets have somewhat improved, expense management will be a continued focus for our
firm. Consistent with our strategy of building a global operating platform, we have taken steps to
reallocate certain transfer agency work from Denver to both our Houston and Prince Edward Island
locations. As a result, we incurred a non-cash charge in property, office and technology costs of
$12.0 million due to vacating leased office space, including in Denver as well as other locations,
which is expected to be largely offset throughout the remainder of the year by lower property and compensation
expenses.
The main categories of operating expenses, and the dollar and percentage changes between
periods, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
|
|
|
September 30, |
|
|
|
|
$ in millions |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Employee compensation |
|
|
703.7 |
|
|
|
819.8 |
|
|
|
(116.1 |
) |
|
|
(14.2 |
)% |
Third-party distribution, service and advisory |
|
|
498.0 |
|
|
|
712.9 |
|
|
|
(214.9 |
) |
|
|
(30.1 |
)% |
Marketing |
|
|
78.5 |
|
|
|
116.9 |
|
|
|
(38.4 |
) |
|
|
(32.8 |
)% |
Property, office and technology |
|
|
157.5 |
|
|
|
156.3 |
|
|
|
1.2 |
|
|
|
0.8 |
% |
General and administrative |
|
|
118.0 |
|
|
|
204.0 |
|
|
|
(86.0 |
) |
|
|
(42.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
1,555.7 |
|
|
|
2,009.9 |
|
|
|
(454.2 |
) |
|
|
(22.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below sets forth these cost 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 cost:
Nine months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total |
|
% of |
|
|
|
|
|
% of Total |
|
% of |
|
|
Sept 30, |
|
Operating |
|
Operating |
|
Sept 30, |
|
Operating |
|
Operating |
$ in millions |
|
2009 |
|
Expenses |
|
Revenues |
|
2008 |
|
Expenses |
|
Revenues |
Employee compensation |
|
|
703.7 |
|
|
|
45.2 |
% |
|
|
37.4 |
% |
|
|
819.8 |
|
|
|
40.8 |
% |
|
|
30.7 |
% |
Third-party distribution, service and advisory |
|
|
498.0 |
|
|
|
32.0 |
% |
|
|
26.5 |
% |
|
|
712.9 |
|
|
|
35.5 |
% |
|
|
26.7 |
% |
Marketing |
|
|
78.5 |
|
|
|
5.0 |
% |
|
|
4.2 |
% |
|
|
116.9 |
|
|
|
5.8 |
% |
|
|
4.4 |
% |
Property, office and technology |
|
|
157.5 |
|
|
|
10.1 |
% |
|
|
8.4 |
% |
|
|
156.3 |
|
|
|
7.8 |
% |
|
|
5.8 |
% |
General and administrative |
|
|
118.0 |
|
|
|
7.6 |
% |
|
|
6.3 |
% |
|
|
204.0 |
|
|
|
10.1 |
% |
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
1,555.7 |
|
|
|
100.0 |
% |
|
|
82.8 |
% |
|
|
2,009.9 |
|
|
|
100.0 |
% |
|
|
75.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Compensation
Employee compensation includes salary, cash bonuses and share-based payment plans designed to
attract and retain the highest caliber employees. Employee compensation decreased $116.1 million
(14.2%) to $703.7 million in the nine months ended September 30, 2009, (September 30, 2008: $819.8
million) due to decreases in base salaries and staff bonuses, offset
partially by an increase of $8.0 million in
costs related to savings initiatives, and the impact of foreign exchange rate movement. Headcount
at September 30, 2009, was 4,908 (September 30, 2008: 5,354).
Third-Party Distribution, Service and Advisory Expenses
Third-party distribution, service and advisory expenses are discussed above in the operating
and net revenues section.
Marketing
Marketing expenses decreased by $38.4 million (32.8%) in the nine months ended September 30,
2009, to $78.5 million (September 30, 2008: $116.9 million) primarily due to reductions in
marketing support payments, advertising and promotional expenses as compared to the nine months
ended September 30, 2008.
51
Property, Office and Technology
Property, office and technology expenses increased by $1.2 million (0.8%) to $157.5 million in
the nine months ended September 30, 2009 (September 30, 2008: $156.3 million). Decreases in
technology costs resulting from general disciplined expense management measures and foreign
exchange rate movement were offset by increases in property and office costs during the period.
Property and office expenses include $12.0 million in charges relating to vacating leased property,
including our Denver property. Additionally, a downward adjustment in rent costs for sublet office
property totaling $8.2 million was recorded in the nine months ended September 30, 2008.
General and Administrative
General and administrative expenses decreased by $86.0 million (42.2%) to $118.0 million in
the nine months ended September 30, 2009 (September 30, 2008: $204.0 million), due to several
factors including an insurance recovery of $9.5 million in the nine months ended September 30,
2009, related to legal costs associated with the market-timing regulatory settlement, foreign
exchange, general disciplined expense management measures, including reduced travel and
entertainment expenses and professional services expenses recorded during the nine months ended
September 30, 2009.
Operating Income, Net Operating Income, Operating Margin and Net Operating Margin
Operating income decreased by $339.5 million (51.2%) to $323.8 million in the nine months
ended September 30, 2009 (September 30, 2008: $663.3 million). Operating margin (operating income
divided by operating revenues) was 17.2% in the nine months ended September 30, 2009, down from
24.8% in the nine months ended September 30, 2008. Net operating income (operating income plus our
proportional share of the operating income from joint venture arrangements) decreased by $350.4
million (50.4%) to $345.5 million in the nine months ended September 30, 2009, from $695.9 million
in the nine months ended September 30, 2008. Net operating margin is equal to net operating income
divided by net revenues. Net revenues are equal to operating revenues less third-party
distribution, service and advisory expenses, plus our proportional share of the net revenues from
our joint venture arrangements. Net operating margin decreased to 24.4% in the nine months ended
September 30, 2009, from 34.7% in the nine months ended September 30, 2008. See Schedule of
Non-GAAP Information for a reconciliation of operating revenues to net revenues, a reconciliation
of operating income to net operating income and additional important disclosures regarding net
revenues, net operating income and net operating margins.
Other Income and Expenses
Equity in earnings of unconsolidated affiliates decreased by $17.6 million (49.6%) to $17.9
million in the nine months ended September 30, 2009 (September 30, 2008: $35.5 million), resulting
from declines in our share of the pre-tax earnings of our joint venture investments in China as
well as net losses in certain of our partnership investments.
Interest income decreased by $22.3 million (74.3%) to $7.7 million in the nine months ended
September 30, 2009 (September 30, 2008: $30.0 million), as a result of lower average cash and cash
equivalents balances and significantly lower interest rates during the period. The decrease in
yields was consistent with market direction during this period. Interest expense decreased by $9.8
million (16.6%) to $49.3 million in the nine months ended September 30, 2009 (September 30, 2008:
$59.1 million), resulting from a lower average debt balance during the nine months ended September
30, 2009, versus the prior year comparative period.
Other gains and losses, net were a net gain of $7.8 million in the nine months ended September
30, 2009, as compared to net loss of $18.0 million in the nine months ended September 30, 2008.
Included in these amounts is a gross gain generated upon the debt tender offer of $4.3 million ($3.3
million net of related expenses) and net gain of $4.0 million realized upon the disposal of other
investments (2008: $7.4 million gain generated on sale of CLO and $1.2 million gain on sale of
investment, offset by $4.1 million loss realized upon the disposal of a private equity investment).
In the nine months ended September 30, 2009, we benefited from $8.3 million in net foreign
exchange gains; whereas in the nine months ended September 30, 2008, we incurred $5.3 million in
net foreign exchange losses. Included in other losses are $5.2 million and $2.7 million in
other-than-temporary impairment charges related to CLO products and seed money, respectively,
during the nine months ended September 30, 2009 (2008: $16.8 million related to CLO products and $0
million related to seed money). The CLO impairment arose principally from adverse changes in the
timing of estimated cash flows used in the valuation models.
52
Included in other income and expenses are gains and losses of consolidated investment
products, net, which are driven by realized and unrealized gains and losses of underlying
investments held by consolidated funds. The consolidation of investment products during the nine
months ended September 30, 2009, resulted in a decline in operating income of $6.8 million,
non-operating losses of $132.8 million, and losses attributable to noncontrolling interests of
$137.1 million. There was no net impact on our net income attributable to common shareholders from
consolidated investment products during the nine months ended September 30, 2009. Net losses of
consolidated investment products for the nine months ended September 30, 2008, were $1.2 million,
which were offset within noncontrolling interests of consolidated entities.
Income Tax Expense
Our subsidiaries operate in several taxing jurisdictions around the world, each with its own
statutory income tax rate. As a result, our effective tax rate will vary from year to year
depending on the mix of the profits and losses of our subsidiaries. The majority of our profits are
earned in the U.S., Canada and the U.K. The current U.K. statutory tax rate is 28%, the Canadian
statutory tax rate is 33% and the U.S. Federal statutory tax rate is 35%.
Our effective tax rate, excluding noncontrolling interests in consolidated entities, for the
nine months ended September 30, 2009, was 32.1%, up from 30.8% for the nine months ended September
30, 2008. The rate increase was primarily due to the mix of pre-tax income, investment write-downs
and partnership losses that occurred in zero or low tax rate jurisdictions, which provided no
associated tax benefits and increased valuation allowances for subsidiary operating losses. The
rate increase was partially offset by the release of an unremitted earnings deferred tax liability
as a result of a change in U.K. tax law during the third quarter and by the release of $11.9
million of provisions for uncertain tax positions during the three
and nine months ended September 30, 2009
(September 30, 2008: release of $9.9 million).
Schedule of Non-GAAP Information
Net revenues (and by calculation, net revenue yield on AUM), net operating income and net
operating margin are non-GAAP financial measures. The most comparable U.S. GAAP measures are
operating revenues (and by calculation, gross revenue yield on AUM), operating income and operating
margin. Management believes that the deduction of third-party distribution, service and advisory
expenses from operating revenues in the computation of net revenues and the related computation of
net operating margin provides useful information to investors because the distribution, service and
advisory fee amounts represent costs that are passed through to external parties who perform
functions on behalf of the companys managed funds, which essentially are a share of the related
revenues. Third-party distribution, service and advisory expenses include renewal commissions paid
to independent financial advisors for as long as the clients assets are invested and are payments
for the servicing of client accounts. Renewal commissions are calculated based upon a percentage of
the AUM value. 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 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 share purchases and redemptions, call center support and
client reporting. Since the company has been deemed to be the principal in the third-party
arrangements, the company must reflect these expenses gross of operating revenues under U.S. GAAP.
We believe that it is useful information to investors to show these expenses net of operating
revenues, because net presentation more appropriately reflects the nature of these expenses as
revenue-sharing activities. Additionally, management evaluates net revenue yield on AUM, which is
equal to net revenues divided by average AUM during the reporting period. This metric is an
indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful
when evaluating the companys performance relative to industry competitors.
Management also believes that the addition of our proportional share of revenues, net of
distribution expenses, from joint venture investments in the computation of net revenues and the
addition of our proportional share of operating income in the related computations of net operating
income and net operating margin also provide useful information to investors, as management
considers it appropriate to evaluate the contribution of its joint venture to the operations of the
business. The company has two joint venture investments in China. The Invesco Great Wall joint
venture was one of the largest long-term Sino-foreign managers in
China, with ending AUM of approximately
$7.5 billion as of September 30, 2009. Enhancing our operations in China is one effort that we
believe could improve our competitive position over time. Accordingly, we believe that it is
appropriate to evaluate the contribution of our joint venture investments to the operations of the
business.
53
Net revenues (and by calculation net revenue yield on AUM), net operating income, and net
operating margin should not be considered as substitutes for any measures derived in accordance
with U.S. GAAP and may not be comparable to other similarly titled measures of other companies.
The following is a reconciliation of operating revenues, operating income and operating margin
on a U.S. GAAP basis to net revenues, net operating income and net operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended Sept 30, |
|
Nine months ended Sept 30, |
$ in millions |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Operating revenues, GAAP basis |
|
|
705.8 |
|
|
|
827.2 |
|
|
|
1,879.5 |
|
|
|
2,673.2 |
|
Third-party distribution, service and advisory expenses |
|
|
(183.5 |
) |
|
|
(220.9 |
) |
|
|
(498.0 |
) |
|
|
(712.9 |
) |
Proportional share of net revenues from joint venture arrangements |
|
|
12.5 |
|
|
|
11.7 |
|
|
|
33.2 |
|
|
|
47.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
|
534.8 |
|
|
|
618.0 |
|
|
|
1,414.7 |
|
|
|
2,007.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income, GAAP basis |
|
|
151.6 |
|
|
|
195.2 |
|
|
|
323.8 |
|
|
|
663.3 |
|
Proportional share of operating income from joint venture investments |
|
|
8.2 |
|
|
|
7.0 |
|
|
|
21.7 |
|
|
|
32.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
159.8 |
|
|
|
202.2 |
|
|
|
345.5 |
|
|
|
695.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating margin* |
|
|
21.5 |
% |
|
|
23.6 |
% |
|
|
17.2 |
% |
|
|
24.8 |
% |
Net operating margin** |
|
|
29.9 |
% |
|
|
32.7 |
% |
|
|
24.4 |
% |
|
|
34.7 |
% |
|
|
|
* |
|
Operating margin is equal to operating income divided by operating revenues. |
|
** |
|
Net operating margin is equal to net operating income divided by net revenues. |
Balance Sheet Discussion
The following table presents a comparative analysis of significant balance sheet line items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
|
|
$ in millions |
|
2009 |
|
2008 |
|
$ Change |
|
% Change |
Cash and cash equivalents |
|
|
923.8 |
|
|
|
585.2 |
|
|
|
338.6 |
|
|
|
57.9 |
% |
Unsettled fund receivables |
|
|
505.8 |
|
|
|
303.7 |
|
|
|
202.1 |
|
|
|
66.5 |
% |
Current investments |
|
|
174.2 |
|
|
|
123.6 |
|
|
|
50.6 |
|
|
|
40.9 |
% |
Assets held for policyholders |
|
|
1,190.4 |
|
|
|
840.2 |
|
|
|
350.2 |
|
|
|
41.7 |
% |
Non-current investments |
|
|
136.9 |
|
|
|
121.3 |
|
|
|
15.6 |
|
|
|
12.9 |
% |
Investments of consolidated investment products |
|
|
662.2 |
|
|
|
843.8 |
|
|
|
(181.6 |
) |
|
|
(21.5 |
)% |
Goodwill |
|
|
6,378.7 |
|
|
|
5,966.8 |
|
|
|
411.9 |
|
|
|
6.9 |
% |
Policyholder payables |
|
|
1,190.4 |
|
|
|
840.2 |
|
|
|
350.2 |
|
|
|
41.7 |
% |
Current maturities of long-term debt |
|
|
294.2 |
|
|
|
297.2 |
|
|
|
(3.0 |
) |
|
|
(1.0 |
)% |
Long-term debt |
|
|
745.7 |
|
|
|
862.0 |
|
|
|
(116.3 |
) |
|
|
(13.5 |
)% |
Equity attributable to common shareholders |
|
|
6,726.6 |
|
|
|
5,689.5 |
|
|
|
1,037.1 |
|
|
|
18.2 |
% |
Equity attributable to noncontrolling interests in consolidated entities |
|
|
697.6 |
|
|
|
906.7 |
|
|
|
(209.1 |
) |
|
|
(23.1 |
)% |
Cash and Cash Equivalents
Cash and cash equivalents increased by $338.6 million from $585.2 million at December 31,
2008, to $923.8 million at September 30, 2009, primarily due to $441.8 million of cash received
from the equity issuance, $134.0 million net cash generated from operating activities, offset by
$103.0 million used to retire debt through the tender offer transaction and $124.2 million used to
pay the quarterly dividends.
Invesco has local capital requirements in several jurisdictions, as well as regional
requirements for entities that are part of the European sub-group. These requirements mandate the
retention of liquid resources in those jurisdictions, which we meet in part by holding cash and
cash equivalents. This retained cash can be used for general business purposes in the European
sub-group or 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 that may substantially limit such
activity. At September 30, 2009, the European sub-group had cash and cash equivalent balances of
$368.6 million, much of which is used to satisfy these regulatory requirements. We are in
compliance with all regulatory minimum net capital requirements.
54
Unsettled Fund Receivables
Unsettled fund receivables increased by $202.1 million from $303.7 million at December 31,
2008, to $505.8 million at September 30, 2009, due to higher transaction activity between funds and
investors in late September 2009 when compared to late December 2008. Unsettled fund receivables
are created by the normal settlement periods on transactions initiated by certain clients of our
U.K. and offshore funds. We are legally required to establish a receivable and a substantially
offsetting payable at trade date with both the investor and the fund for normal purchases and
sales.
Investments (Non-current and current)
As of September 30, 2009, we had $311.1 million in investments, of which $174.2 million were
current investments and $136.9 million were non-current investments. Included in current
investments are $71.6 million of seed money investments in affiliated funds used to seed funds as
we launch new products, and $80.8 million of investments related to assets held for deferred
compensation plans, which are also held primarily in affiliated funds, and which increased during
the nine months ended September 30, 2009, due to new investments purchased to economically hedge
new deferred compensation liabilities that arose from both the modification of certain share-based
awards during the period (discussed in Part I. Financial Statements Note 10, Share-Based
Compensation) and the establishment of a new deferred compensation plan for certain employees of
the company. Included in non-current investments are $111.8 million in equity method investments
in our Chinese joint ventures and in certain of the companys private equity, real estate and
other investments. A $30.0 million increase in equity method investments during the period due to
the new investment in a managed real estate investment trust product (discussed in Part I.
Financial Statements Note 9, Consolidated Investment Products) was partially offset by the
receipt of a $25.8 million dividend from our Great Wall joint venture. Additionally, non-current
investments include $16.2 million of investments in collateralized loan obligation structures
managed by Invesco. Our investments in collateralized loan obligation structures are generally in
the form of a relatively small portion of the unrated, junior subordinated position. As such,
these positions would share in the first losses to be incurred if the structures were to
experience significant increases in default rates of underlying investments above historical
levels.
Assets Held for Policyholders and Policyholder Payables
One of our subsidiaries, Invesco Perpetual Life Limited, is an insurance company that was
established to facilitate retirement savings plans in the U.K. The entity holds assets that are
managed for its clients on its balance sheet with an equal and offsetting liability. The increasing
balance in these accounts from $840.2 million at December 31, 2008, to $1,190.4 million at
September 30, 2009, was the result of foreign exchange movements, the increase in the market values
of these assets, and net flows into the funds.
Investments of consolidated investment products
The primary beneficiary of variable interest entities (VIEs) consolidate the VIEs. A VIE is an
entity that does not have sufficient equity to finance its operations without additional
subordinated financial support, or an entity for which the risks and rewards of ownership are not
directly linked to voting interests. Generally, limited partnership entities where the general
partner does not have substantive equity investment at risk and where the other limited partners do
not have substantive (greater than 50%) rights to remove the general partner or to dissolve the
limited partnership are also VIEs. The primary beneficiary is the party to the VIE who absorbs a
majority of the losses or absorbs the majority of the rewards generated by the VIE. Additionally,
under the voting interest entity (VOE) consolidation model, the general partner in a partnership
that is not a VIE consolidates the partnership because the general partner is deemed to control the
partnership where the other limited partner do not have substantive kick-out, liquidation or
participation rights. Investments of consolidated investment products include the investments of
both consolidated VIEs and VOEs.
As of September 30, 2009, investments of consolidated investment products totaled
$662.2 million (December 31, 2008: $843.8 million). These investments are offset primarily in
noncontrolling interests in consolidated entities on the Condensed Consolidated Balance Sheets, as
the companys equity investment in these structures is very small. The decrease from December 31,
2008, reflects the impact of declining market values and the deconsolidation during the period
ended September 30, 2009, of $53.3 million of investments held by consolidated investment products
and related noncontrolling interests in consolidated entities, as a result of determining that it
is no longer the primary beneficiary.
55
Goodwill
Goodwill increased by $411.9 million from $5,966.8 million at December 31, 2008, to $6,378.7
million at September 30, 2009, primarily due to the impact of foreign currency translation for
certain subsidiaries whose functional currency differs from that of the parent. The weakening of
the U.S. dollar during the quarter, mainly against the Pound Sterling, Canadian Dollar, and Euro
resulted in a $405.4 million increase in goodwill, upon consolidation, with a corresponding
increase to equity. Additional goodwill of $6.5 million was recorded in 2009 related to the
earn-out associated with the acquisition of W.L. Ross & Co.
Long-term Debt
The current balance of long-term debt represents $294.2 million 4.5% senior notes that mature
on December 15, 2009. During the nine months ended September 30, 2009, $3.0 million of the 4.5%
senior notes was repurchased.
The non-current portion of our total long-term debt decreased from $862.0 million at December
31, 2008, to $745.7 million at September 30, 2009, as $12.0 million borrowings under the floating
rate credit facility were repaid and $104.3 million in long-term debt was retired through the
tender offer transaction described below in Debt.
Noncontrolling interests in consolidated entities
Noncontrolling interests in consolidated entities decreased by $209.1 million from
$906.7 million at December 31, 2008, to $697.6 million at September 30, 2009, primarily due to
$132.8 million of losses recorded by many of the consolidated investment products during the year
and the deconsolidation during the period ended September 30, 2009, of $53.3 million of investments
held by consolidated investment products and related noncontrolling interests in consolidated
entities, as a result of determining that the company is no longer the primary beneficiary.
The noncontrolling interests in consolidated entities are generally offset by the net assets
of consolidated investment products, as the companys equity investment in the investment products
is not significant.
Equity attributable to common shareholders
Equity attributable to common shareholders increased from $5,689.5 million at December 31,
2008, to $6,726.6 million at September 30, 2009, an increase of $1,037.1 million. An issue of new
shares raised a net $441.8 million and the changes in foreign
currency rates added $422.4 million
to equity. Other increases to equity included net income attributable to common shareholders of
$211.6 million, share issuances upon employee option exercises of $40.5 million, and the share
based payment credit to capital of $68.1 million. The increases
to equity were partially offset by
$124.2 million in dividend payments, $13.0 million related to the modification of a share-based
payment program into a cash-settled award, $12.6 million in shares acquired from staff to meet
withholding tax obligations on share award vestings, and an $8.9 million deduction arising on the
purchase of the remaining noncontrolling interest in Invesco Real Estate GmbH.
Liquidity and Capital Resources
On June 9, 2009, we replaced our existing $900.0 million credit facility, which was never
fully utilized, with a $500.0 million credit facility, the amount of which was based upon our past
and projected working capital needs; however, we are able to increase the new credit facility to
$750.0 million, subject to certain conditions. Additionally, on May 26, 2009, we issued 32.9
million common shares in a public offering that produced gross proceeds of $460.5 million ($441.8
million net of related expenses). These two transactions confirmed our ability to access the
capital markets in a timely manner. As such, we believe that our capital structure, together with
available cash balances, cash flows generated from operations, existing capacity under our credit
facility, proceeds from the public offering of our shares 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. Future obligations include the maturity of the remaining $294.2 million 4.5% senior
notes due December 15, 2009. We currently expect to use available cash and/or a draw down
(borrowing) under our credit facility to repay this amount. Additionally, we expect to use
available cash balances to satisfy the $500.0 million cash consideration related to acquisition of
Morgan Stanleys retail asset management business, including Van Kampen Investments. This
transaction is expected to close in mid-2010.
56
Our ability to access the capital markets in a timely manner depends on a number of factors
including our credit rating, the condition of the global economy, 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.
Invesco has local capital requirements in several jurisdictions, as well as regional
requirements for entities that are part of the European sub-group. These requirements require the
retention of liquid resources in those jurisdictions, which we meet in part by holding cash and
cash equivalents. This retained cash can be used for general business purposes in the European
sub-group or 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 that may substantially limit such
activity. At September 30, 2009, the European sub-group had cash and cash equivalent balances of
$368.6 million, much of which is used to satisfy these regulatory requirements. We are in
compliance with all regulatory minimum net capital requirements.
Cash Flows
The ability to consistently generate cash from operations in excess of capital expenditures
and dividend payments is one of our companys 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
shares in the open market and investments in certain new investment products.
Cash flows of consolidated investment products (discussed in Item 1, Financial Statements
Note 9, Consolidated Investment Products) are reflected in Invescos cash used in operating
activities, provided by investing activities and provided by financing activities. Cash held by
consolidated investment products is not available for general use by Invesco, nor is Invesco cash
available for general use by its consolidated investment products.
Cash flows for the nine months ended September 30, 2009 and 2008, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Nine months ended |
|
|
September 30, |
$ in millions |
|
2009 |
|
2008 |
Net cash (used in)/provided by: |
|
|
|
|
|
|
|
|
Operating activities |
|
|
134.0 |
|
|
|
338.0 |
|
Investing activities |
|
|
(12.4 |
) |
|
|
(50.5 |
) |
Financing activities |
|
|
203.4 |
|
|
|
(436.4 |
) |
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
|
|
325.0 |
|
|
|
(148.9 |
) |
Foreign exchange |
|
|
13.6 |
|
|
|
(26.3 |
) |
Cash and cash equivalents, beginning of period |
|
|
585.2 |
|
|
|
915.8 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
923.8 |
|
|
|
740.6 |
|
|
|
|
|
|
|
|
|
|
Operating Activities
Net cash provided by operating activities is generated by 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, in
general our operating cash flows move in the same direction as our operating income. The reduced
operating income for the nine months ended September 30, 2009, when compared to the prior
comparative period is a significant factor in the reduced operating cash flows.
Net cash provided by operating activities for the nine months ended September 30, 2009, was
$134.0 million. Changes in operating assets and liabilities used
$212.6 million of cash while the
combined cash generated from other operating items was $346.6 million. The change in operating
assets and liabilities was driven by the funding of annual bonuses, related payroll taxes and
annual pension contributions together with higher trade receivables inline with increases in
revenues. The company funded the annual bonus payments in the first quarter from cash balances
rather than through increased debt levels.
Net cash provided by operating activities for the nine months ended September 30, 2008, was
$338.0 million. Changes in operating assets and liabilities used $208.9 million of cash, whereas
net income contributed $450.3 million in cash flows provided by operating activities. The change in
operating assets and liabilities was driven by the funding of annual bonuses and related payroll
taxes.
57
Investing Activities
With the reduction in cash generated from operating activities and desire to keep our debt
levels low, investing activity was reduced in the nine months ended September 30, 2009, when
compared to prior periods. Both capital expenditure and the seeding of new investment products were
reduced. During the nine months ended September 30, 2009, we recaptured $91.8 million net in cash
from redemption of prior investments, including seed and partnership investments. We also received
$27.4 million in dividends from unconsolidated affiliates.
In the nine months ended September 30, 2008, we received $2.3 million in return of capital
from seed investments. We also made investments in affiliated funds to assist in the launch of new
funds. During the nine months ended September 30, 2008, we invested $71.2 million in new funds. We
collected proceeds of $94.6 million from sales of investments in the nine months ended September
30, 2008.
During the nine months ended September 30, 2009 and 2008, our capital expenditures were
$23.3 million and $69.5 million, respectively. Expenditures related principally in each year to
technology initiatives, including new 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 back-up disaster recovery systems. Also, in each year, 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. During the nine months ended
September 30, 2009 and 2008, our capital divestitures were not significant relative to our total
fixed assets.
A payment of $130.9 million was made in nine months ended September 30, 2008, related to
contingent consideration for the 2006 acquisition of PowerShares. There were no payments made in
the nine months ended September 30, 2009, related to acquisition earn-out arrangements.
Financing Activities
Net cash received in financing activities totaled $203.4 million for the nine months ended
September 30, 2009, which was driven by the equity issuance proceeds of $441.8 million. These
inflows were offset by the purchase of outstanding debt of $103.0 million, repayments of our credit
facility of $12.0 million together with proceeds from the exercise of options of $40.5 million, and
the $124.2 million payment of dividends declared in January, April, and July 2009. Financing cash
flows also include a payment of $10.3 million to purchase of the remaining 24.9% of Invesco Real
Estate GmbH not already held by the company, the controlling interest having been acquired in
December 2003. As the company funded the annual bonus payments (paid first quarter) from available
cash balances, debt levels did not increase during the quarter at a time of the year where our debt
normally peaks.
Net cash used in financing activities totaled $436.4 million the nine months ended September
30, 2008, which was primarily used for the purchase of treasury shares totaling $313.3 million and
dividend payments of $168.4 million. Net borrowings under our credit facility and proceeds from the
exercise of share options provided $45.6 million and $68.5 million in cash, respectively.
Dividends
Invesco declares and pays dividends on a quarterly basis. On April 22, 2009, the company
declared a first quarter 2009 cash dividend of $0.1025 per Invesco Ltd. common share, which was
paid on June 3, 2009, to shareholders of record as of May 20, 2009. On July 23, 2009, the company
declared a second quarter 2009 cash dividend of $0.1025 per Invesco Ltd. common share, which was
paid on September 2, 2009, to shareholders of record as of August 19, 2009.
Share Repurchase Plan
On April 23, 2008, the board of directors authorized a share repurchase program of up to $1.5
billion with no stated expiration date. During the nine months ended September 30, 2009, the
company did not purchase any shares in the open market or directly from current executives (nine
months ended September 30, 2008: 12.3 million shares at a cost of $313.3 million). An aggregate of
1.1 million shares were withheld on vesting events during the nine months ended September 30, 2009,
to meet employees withholding tax obligations. The value of these shares withheld was $12.6
million (nine months ended September 30, 2008: $0).
58
Debt
Our
total indebtedness at September 30, 2009, was $1,039.9 million (December 31, 2008 is
$1,159.2 million) and was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
$ in millions |
|
2009 |
|
2008 |
Unsecured Senior Notes: |
|
|
|
|
|
|
|
|
4.5% due December 15, 2009 |
|
|
294.2 |
|
|
|
297.2 |
|
5.625% due April 17, 2012 |
|
|
215.1 |
|
|
|
300.0 |
|
5.375% due February 27, 2013 |
|
|
333.5 |
|
|
|
350.0 |
|
5.375% due December 15, 2014 |
|
|
197.1 |
|
|
|
200.0 |
|
Floating rate credit facility expiring March 31, 2010 |
|
|
|
|
|
|
12.0 |
|
Floating rate credit facility expiring June 9, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
1,039.9 |
|
|
|
1,159.2 |
|
Less: current maturities of long-term debt |
|
|
294.2 |
|
|
|
297.2 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
745.7 |
|
|
|
862.0 |
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2009, the companys weighted average cost of debt was
5.18% (nine months ended September 30, 2008: 4.85%). Long-term debt decreased from $862.0 million
at December 31, 2008, to $745.7 million at September 30, 2009, due to net repayments under our
floating rate credit facility and retirement of debt through the tender offer.
On June 2, 2009, the company commenced a tender offer for the maximum aggregate principal
amount of the outstanding 5.625% senior notes due 2012, the 5.375% senior notes due 2013, and the
5.375% senior notes due 2014 (collectively, the Notes) that it could purchase for $100.0 million
at a purchase price per $1,000 principal amount determined in accordance with the procedures of a
modified Dutch Auction (tender offer). The tender offer expired at midnight on June 29, 2009, and
on June 30, 2009, $104.3 million of the Notes had been retired, generating a gross gain of $4.3
million upon the retirement of debt at a discount.
A summary of the Notes tendered is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
Accepted Tender |
|
|
|
|
|
|
Total |
|
|
Tender Offer |
|
|
Accrued |
|
|
Outstanding |
|
$ in millions |
|
Amount |
|
|
Base Price |
|
|
Consideration (1) |
|
|
Consideration (2) |
|
|
Interest (3) |
|
|
Amount Tendered |
|
5.625% due April 17, 2012 |
|
$ |
84,897,000 |
|
|
$ |
920.00 |
|
|
$ |
970.00 |
|
|
$ |
940.00 |
|
|
$ |
11.41 |
|
|
|
28.3 |
% |
5.375% due February 27, 2013 |
|
$ |
16,532,000 |
|
|
$ |
870.00 |
|
|
$ |
920.00 |
|
|
$ |
890.00 |
|
|
$ |
18.36 |
|
|
|
4.7 |
% |
5.375% due December 15, 2014 |
|
$ |
2,874,000 |
|
|
$ |
800.00 |
|
|
$ |
850.00 |
|
|
$ |
820.00 |
|
|
$ |
2.24 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
104,303,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consideration paid per $1,000 principal amount of Notes tendered on or
prior to an Early Participation Date (as defined in the Offer to
Purchase), which includes a $30.00 early participation amount. The
total consideration was determined based on the formula consisting of
the base price plus a clearing premium. |
|
(2) |
|
Consideration paid per $1,000 principal amount of Notes tendered after
the Early Participation Date and on or prior to the Expiration Date
(as defined in the Offer to Purchase). |
|
(3) |
|
Accrued interest paid per $1,000 principal amount of Notes. |
On June 9, 2009, the company completed a new three-year $500.0 million revolving bank credit
facility. The new facility replaces the $900.0 million credit facility that was scheduled to expire
on March 31, 2010, but was terminated concurrent with the entry into the new credit facility.
Financial covenants under the new credit facility include: (i) the quarterly maintenance of a
debt/EBITDA ratio, as defined in the credit agreement, of not greater than 3.25:1.00 through
December 31, 2010, and not greater than 3.00:1.00 thereafter, (ii) a 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, and (iii) maintenance on a monthly
basis of consolidated long term assets under management (as defined in the credit agreement) of not
less than $194.8 billion, which amount is subject to a one-time reset by the company under certain
conditions. As of September 30, 2009, we were in compliance with our debt covenants. At
59
September 30, 2009, our leverage ratio was 1.77:1.00 (December 31, 2008: 1.28:1.00), and our
interest coverage ratio was 9.12:1.00 (December 31, 2008: 12.20:1.00), and our long-term AUM were
$329.7 billion.
The September 30, 2009, coverage ratio calculations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ millions |
|
Total |
|
|
Q3 2009 |
|
|
Q2 2009 |
|
|
Q1 2009 |
|
|
Q4 2008 |
|
Net income attributable to common shareholders |
|
|
243.5 |
|
|
|
105.2 |
|
|
|
75.7 |
|
|
|
30.7 |
|
|
|
31.9 |
|
Tax expense |
|
|
135.8 |
|
|
|
43.7 |
|
|
|
36.0 |
|
|
|
20.3 |
|
|
|
35.8 |
|
Amortization/depreciation |
|
|
69.9 |
|
|
|
20.0 |
|
|
|
16.7 |
|
|
|
16.0 |
|
|
|
17.2 |
|
Interest expense |
|
|
67.1 |
|
|
|
16.9 |
|
|
|
16.5 |
|
|
|
15.9 |
|
|
|
17.8 |
|
Share-based compensation expense |
|
|
73.9 |
|
|
|
24.3 |
|
|
|
20.2 |
|
|
|
23.7 |
|
|
|
5.7 |
|
Unrealized losses from investments |
|
|
20.8 |
|
|
|
(1.4 |
) |
|
|
1.0 |
|
|
|
6.6 |
|
|
|
14.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA* |
|
|
611.0 |
|
|
|
208.7 |
|
|
|
166.1 |
|
|
|
113.2 |
|
|
|
123.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted debt* |
|
$ |
1,083.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage ratio (Debt/EBITDA maximum 3.25:1.00) |
|
|
1.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest coverage (EBITDA/Interest Expense minimum 4.00:1.00) |
|
|
9.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009, long-term AUM (in billions minimum $194.8 billion) |
|
$ |
329.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
EBITDA and Adjusted debt are non-GAAP financial measures; however
management does not use these measures for anything other than these
debt covenant calculations. The calculation of EBTIDA above (a
reconciliation from net income attributable to common shareholders) is
defined by our credit agreement, and therefore net income attributable
to common shareholders 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 total long-term debt of $1,039.9
million plus $43.8 million in letters of credit and $0.2 million in
capital leases. |
Off Balance Sheet Commitments
The company has transactions with various private equity, real estate and other investment
entities sponsored by the company for the investment of client assets in the normal course of
business. Many of the companys investment products are structured as limited partnerships. The
companys investment may take the form of the general partner or a limited partner, and the
entities are structured such that each partner makes capital commitments that are to be drawn down
over the life of the partnership as investment opportunities are identified. At September 30, 2009,
the companys undrawn capital commitments were $85.5 million (December 31, 2008: $36.5 million).
The volatility and valuation dislocations that occurred from 2007 to the date of this Report
in certain sectors of the fixed income market have generated pricing issues in many areas of the
market. As a result of these valuation dislocations, during the fourth quarter of 2007, Invesco
elected to enter into contingent support agreements for two of its investment trusts to enable them
to sustain a stable pricing structure. These two trusts are unregistered trusts that invest in
fixed income securities and are available only to accredited investors. In June 2009, the
agreements were amended to extend the term through December 31, 2009. As of September 30, 2009, the
committed support under these agreements was $20.0 million with an internal approval mechanism to
increase the maximum possible support to $65.0 million at the option of the company. The recorded
fair value of the guarantees related to these agreements at September 30, 2009, was estimated to be
$2.5 million (December 31, 2008: $5.5 million), which was recorded in other current liabilities on
the Condensed Consolidated Balance Sheet. No payments have been made under either agreement nor has
Invesco realized any losses from the support agreements through the date of this Report. These
trusts were not consolidated because the company was not deemed to be the primary beneficiary.
Contractual Obligations
We have future obligations under various contracts relating to debt and interest payments,
financing and operating leases, long-term defined benefit pension and post-retirement medical
plans, and acquisition contracts. During the nine months ended September 30, 2009, there were no
significant changes, except for the credit facility and debt tender offer transactions discussed in
the Debt section above, to these obligations as reported in our Annual Report on Form 10-K for
the year ended December 31, 2008.
60
Critical Accounting Policies and Estimates
Our significant accounting policies are disclosed in our most recent Form 10-K for the year
ended December 31, 2008. The accounting policies and estimates that we believe are the most
critical to an understanding of our results of operations and financial condition are those that
require complex management judgment regarding matters that are highly uncertain at the time
policies were applied and estimates were made. Our accounting policies and estimates regarding
goodwill, investments and consolidated investment products are discussed below. Different estimates
could have been used in the current period that would have had a material effect on these financial
statements, and changes in these estimates are likely to occur from period-to-period in the future.
Goodwill. Goodwill represents the excess of the cost of an acquired entity over the net of the
amounts assigned to assets acquired and liabilities assumed and is recorded in the functional
currency of the acquired entity. Goodwill is tested for impairment at the single reporting unit
level on an annual basis, or more often if events or circumstances indicate that impairment may
exist. If the carrying amount of goodwill at the reporting unit exceeds its implied fair value (the
first step of the goodwill impairment test), then the second step is performed to determine if
goodwill is impaired and to measure the amount of the impairment loss, if any. The second step of
the goodwill impairment test compares the implied fair value of goodwill with the carrying amount
of goodwill. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an
impairment loss is recognized in an amount equal to that excess.
We have determined that we have one reportable segment. The company evaluated the components
of its business and has determined that it has one reporting unit for purposes of goodwill
impairment testing. The companys components, business units one level below the operating segment
level, include Invesco Worldwide Institutional, Invesco North American Retail, Invesco Perpetual,
Invesco Continental Europe and Invesco Asia Pacific. These components have been aggregated and
deemed a single reporting unit because they are all economically similar due to the common nature
of products and services offered, type of clients, methods of distribution, regulatory
environments, manner in which each component is operated, extent to which they share assets and
resources, and the extent to which they support and benefit from common product development
efforts. Complete operating results are not available separately for each component.
The principal method of determining fair value of the reporting unit is an income approach
where future cash flows are discounted to arrive at a single present value amount. The discount
rate used is derived based on the time value of money and the risk profile of the stream of future
cash flows. Recent results and projections based on expectation regarding revenues, expenses,
capital expenditures and acquisition earn out payments produce a present value for the reporting
unit. 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. The most sensitive of these assumptions are the
estimated cash flows and the use of a weighted average cost of capital as the discount rate to
determine present value. The present value produced for the reporting unit is the fair value of the
reporting unit. This amount is reconciled to the companys market capitalization to determine an
implied control premium, which is compared to an analysis of historical control premiums
experienced by peer companies over a long period of time to assess the reasonableness of the fair
value of the reporting unit.
The company also utilizes a market approach to provide a secondary and corroborative fair
value of the reporting unit by using comparable company and transaction multiples to estimate
values for our single reporting unit. Discretion and judgment is required in determining whether
the transaction data available represents information for companies of comparable nature, scope and
size. The results of the secondary market approach to provide a fair value estimate are not
combined or weighted with the results of the income approach described above but are used to
provide an additional basis to determine the reasonableness of the income approach fair value
estimate.
The company cannot predict the occurrence of future events that might adversely affect the
reported value of goodwill that totaled $6,378.7 million and $5,966.8 million at September 30,
2009, and December 31, 2008, 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 companys assets under management, or any other material negative change in
assets under management and related management fees. The companys annual goodwill impairment
review is performed as of October 1 of each year. Our goodwill impairment testing conducted during
2008, at October 1 and interim impairment tests at October 31, 2008, and March 31, 2009, indicated
that the fair value of the reporting unit exceeded its carrying value, indicating that step two of
the goodwill impairment test was not necessary. In addition to the fact that general market
conditions did not deteriorate during the three months ended June 30, 2009, or September 30, 2009,
as they had at the beginning of 2009, the company determined that no indicators of impairment
existed and did not conduct an interim goodwill impairment test at those dates.
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Investments. Most of our investments are carried at fair value on our balance sheet with the
periodic mark-to-market recorded either in accumulated other comprehensive income in the case of
available-for-sale investments or directly to earnings in the case of trading assets. Fair value is
generally determined by reference to an active trading market, using quoted close or bid prices as
of each reporting period end. When a readily ascertainable market value does not exist for an
investment (such as our collateralized loan obligations, or CLOs, discussed below) the fair value
is calculated based on the expected cash flows of its underlying net asset base, taking into
account applicable discount rates and other factors. Since assumptions are made in determining the
fair values of investments for which active markets do not exist, the actual value that may be
realized upon the sale or other disposition of these investments could differ from the current
carrying values. Fair value calculations are also required in association with our quarterly
impairment testing of investments. The accuracy of our other-than-temporary impairment assessments
is dependent upon the extent to which we are able to accurately determine fair values. Of our
$311.1 million total investments at September 30, 2009, those most susceptible to impairment
include $71.6 million seed money investments in our affiliated funds and $16.2 million invested in
managed CLO products. Seed money investments are investments held in Invesco managed funds with the
purpose of providing capital to the funds during their development periods. These investments are
recorded at fair value using quoted market prices in active markets; there is no modeling or
additional information needed to arrive at the fair values of these investments.
The value of investments may decline for various reasons. The market price may be affected by
general market conditions which reflect prospects for the economy as a whole or by specific
information pertaining to an industry or individual company. Such declines require further
investigation by management, which considers all available evidence to evaluate the realizable
value of the investment, including, but not limited to, the following factors:
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The probability that the company will be unable to collect all amounts due according to the
contractual terms of a debt security not impaired at acquisition; |
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The length of time and the extent to which the market value has been less than cost; |
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The financial condition and near-term prospects of the issuer, including any specific
events which may influence the operations of the issuer such as changes in technology that may
impair the earnings potential of the investment or the discontinuance of a component of the
business that may affect the future earnings potential; |
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The intent and ability of the company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in market value; |
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The decline in the securitys value due to an increase in market interest rates or a change
in foreign exchange rates since acquisition; |
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Determination that the security is not realizable; or |
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An adverse change in estimated cash flows of a beneficial interest. |
Our other-than-temporary impairment analysis of seed money holdings includes a review of the
market returns required for each fund portfolio to enable us to recover our original investment. As
part of the review, we analyze several scenarios to project the anticipated recovery period of our
original investments based on one-, three-, and five-year historical index returns and historical
trends in the equity markets. We also analyze the absolute amount of any loss to date, the trend of
the losses, and percent declines in values of the seed money investments. Along with intent and
ability to hold, all of these scenarios are considered as part of our other-than-temporary
impairment analysis of seed money holdings.
The company provides investment management services to a number of CLOs. These entities are
investment vehicles created for the sole purpose of issuing CLO instruments that offer investors
the opportunity for returns that vary with the risk level of their investment. The notes issued by
the CLOs are backed by diversified portfolios consisting primarily of loans or structured debt. For
managing the collateral for the CLO entities, the company earns investment management fees,
including in some cases subordinated management fees, as well as in certain cases contingent
incentive fees. The company has invested in certain of the entities, generally taking a relatively
small portion of the unrated, junior subordinated position. At September 30, 2009, the company held
$16.2 million of investment in these CLOs (December 31, 2008: $17.5 million), which represents its
maximum risk of loss. Our investments in CLOs are generally subordinated to other interests in the
entity and entitle the investor to receive the residual cash flows, if any, from the entity. As a
result, the companys investment is sensitive to changes in the credit quality of the issuers of
the collateral securities, including changes in forecasted default rates and declines in
anticipated recovery rates. Investors in CLOs have no recourse against the company for any losses
sustained in the CLO structure.
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The company has recorded its investments at fair value primarily using an income approach.
Fair value is determined using current information, notably market yields and projected cash flows
based on forecasted default and recovery rates that a market participant would use in determining
the current fair value of the equity interest. Market yields, default rates and recovery rates used
in the companys estimate of fair value vary based on the nature of the investments in the
underlying collateral pools. In periods of rising market yields, default rates and lower debt
recovery rates, the fair value, and therefore carrying value, of the companys investments in these
CLO entities may be adversely affected. The current liquidity constraints within the market for CLO
products require the use of unobservable inputs for CLO valuation. The excess of actual and
anticipated future cash flows over the initial investment at the date of purchase is recognized as
interest income over the life of the investment using the effective yield method. The company
reviews cash flow estimates throughout the life of each CLO entity. Cash flow estimates are based
on the underlying pool of securities and take into account the overall credit quality of the
issuers, the forecasted default rate of the securities and the companys past experience in
managing similar securities. If the updated estimate of future cash flows (taking into account both
timing and amounts) is less than the last revised estimate, an impairment loss is recognized based
on the excess of the carrying amount of the investment over the updated estimate of future cash
flows and is recorded through the income statement. As discuss