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AMVESCAP PLC Reports Results for Year Ended December 31, 2002.


Business Editors

LONDON--(BUSINESS WIRE)--Feb. 4, 2003

AMVESCAP reported that profit before tax, goodwill amortization and exceptional items decreased 33% to 320.9 million ($516.6 million) from 477.9 million ($693.0 million) in 2001. Diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 before goodwill amortization and exceptional items was 27.2p for the 2002 year (2001: 40.0p). Revenues amounted to 1,345.3 million ($2,165.9 million) compared to 1,619.8 million ($2,348.7 million) in 2001 (NYSE NYSE

See: New York Stock Exchange
: AVZ).


                                    Results for Year Ended
                             2002          2001      2002++     2001++
                        ---------- ------------- ----------- ---------
Revenues                  (pounds)      (pounds)
                         1,345.3m      1,619.8m   $2,165.9m  $2,348.7m
Profit before tax,
 goodwill amortization
   and exceptional        (pounds)      (pounds)
    items                  320.9m        477.9m     $516.6m    $693.0m
Earnings per share
 before goodwill
 amortization:
   --basic                  20.5p         36.3p      $0.66+     $1.05+
   --diluted                20.3p         35.2p      $0.65+     $1.02+
Earnings per share
 before goodwill
   amortization and
    exceptional items:
   --basic                  27.5p         41.2p      $0.89+     $1.19+
   --diluted                27.2p         40.0p      $0.88+     $1.16+
Dividends per share         11.5p         11.0p      $0.37+     $0.32+
----------------------  ----------------------------------------------



+ Per American Depositary Share American Depositary Share (ADS)

Foreign stock issued in the US and registered in the ADR system.
 equivalent to 2 ordinary shares.

++ For the convenience of the reader, pounds sterling for the year ended December December: see month.  31, 2002 have been translated to US dollars using $1.61 per 1.00 (2001: $1.45 per 1.00).

"We reduced expenses in a controlled manner throughout 2002 while maintaining our breadth Breadth

The percentage of assets or stocks advancing relative to those unchanged or declining. Also the number of independent forecasts available per year. A stock picker forecasting returns to 100 stocks every quarter exhibits a breadth of 400, assuming each forecast is
 of product, distribution capabilities and quality of service. We have aligned our corporate structure under our primary brands in response to clients' and distributors' increasing need for integrated solutions," said Mr. Charles Charles, archduke of Austria
Charles, 1771–1847, archduke of Austria; brother of Holy Roman Emperor Francis II. Despite his epilepsy, he was the ablest Austrian commander in the French Revolutionary and Napoleonic wars; however, he was handicapped by
 W. Brady Bra·dy   , James Buchanan Known as "Diamond Jim." 1856-1917.

American financier and philanthropist who gained his nickname because of his attraction to diamonds and his extravagant lifestyle.

Noun 1.
, Executive Chairman. "We achieved fundamental change that has strengthened the firm and will benefit us in the future."

The Company previously announced that it has initiated a cost reduction program to reduce operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 by $150 million by the end of 2003. An exceptional charge of 69.2 million (including 49.2 million recorded in the fourth quarter) relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 these cost reduction initiatives was recorded in 2002. This charge amounts to 56.4 million after tax or 6.9p per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share.

Funds under management totaled $332.6 billion (206.6 billion) at December 31, 2002 compared to $397.9 billion at December 31, 2001. Money market funds, included above, amounted to $57.0 billion at December 31, 2002 compared to $63.6 billion at the end of the prior year. Approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 50% of the total funds under management was invested in equity securities and 50% was invested in fixed income and other securities at December 31, 2002. The equity securities were invested in the following disciplines at December 31, 2002: 36% in growth, 38% in core and 26% in value styles.

Average funds under management amounted to $336.6 billion for the fourth quarter compared to $348.4 billion for the previous quarter and $384.9 billion for the fourth quarter of 2001. Average funds under management amounted to $365.8 billion for 2002 compared to $395.0 billion for the prior year. The average money market fund levels totaled $59.6 billion for the year ($60.7 billion for 2001).

Net debt at December 31, 2002 amounted to 652.4 million (excluding client cash) compared to 837.0 million at December 31, 2001. Earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 ("EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ") reached 433.7 million ($698.3 million) for 2002, compared to 603.4 million ($874.9 million) for the 2001 period.

The Board has recommended a final dividend of 6.5p resulting in a total dividend of 11.5p for 2002 (2001: 11.0p), an increase of 5% over the prior year but the same level as the 2001 final dividend. This dividend, if approved by the shareholders at the Annual General Meeting in May, will be paid on May 3, 2003 to shareholders on the register on April 4, 2003. The ex-dividend date Ex-dividend date

The first day of trading when the buyer of a stock is no longer entitled to the most recently announced dividend payment ( i.e. the trade will settle the day after the record date, too late for the buyer to appear on the shareholder record and receive the dividend.
 for the dividend will be April 2, 2003.

THE YEAR IN REVIEW

Effective January January: see month.  1, 2003, the Company realigned several business units under the AIM and INVESCO INVESCO, (NYSE: IVZ) is an investment management company based in London, England, UK. It is quoted on the London Stock Exchange and is a member of the FTSE 100 Index. It has branches in 19 countries, but more than half of its business is in the United States.  brands. The following summary of activities for 2002 is presented under the former business unit structure. The operating data for 2002, recast re·cast  
tr.v. re·cast, re·cast·ing, re·casts
1. To mold again: recast a bell.

2.
 into the new structure, is included for comparison purposes in the attached schedules.

Managed Products

The Managed Products group reported revenues of 770.3 million during 2002 compared to 986.2 million for the prior year. Operating profits Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 were 322.6 million, compared to 436.5 million in 2001. The group generated approximately $34.9 billion of gross sales Gross Sales

A measure of overall sales that isn't adjusted for customer discounts or returns, calculated simply by adding all sales invoices, and not including operating expenses, cost of goods sold, payment of taxes, or any other charge.
 in 2002. In spite of in opposition to all efforts of; in defiance or contempt of; notwithstanding.

See also: Spite
 this, market declines of $31.5 billion and net redemptions of $7.0 billion led to a reduction in funds under management for the year. Funds under management amounted to $166.1 billion at December 31, 2002, including $57.0 billion of money market funds.

INVESCO Institutional

The INVESCO Institutional group reported revenues and operating profits of 199.2 million and 49.3 million in the 2002 period. This group generated approximately $20.2 billion in gross sales during 2002; market declines and net redemptions were $8.4 billion and $5.7 billion, respectively for the year. Funds under management amounted to $102.9 billion at December 31, 2002.

INVESCO Global

INVESCO Global's revenues amounted to 281.7 million for 2002 compared to 340.3 million in 2001. Operating profit totaled 33.9 million for the year ended December 31, 2002 versus 76.4 million for the prior year. Funds under management were $55.3 billion at December 31, 2002. Gross sales for 2002 totaled approximately $29.2 billion; market declines totaled $9.3 billion and net redemptions were $1.3 billion for the year.

AMVESCAP Retirement

AMVESCAP Retirement's assets under administration were $30.9 billion at December 31, 2002. Net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 for the group amounted to $2.5 billion for 2002. This group services 1,400 plans with 624,000 participants at December 31, 2002.

Private Wealth Management

Revenues and operating profits for the Private Wealth Management (PWM (Pulse Width Modulation) A modulation technique that generates variable-width pulses to represent the amplitude of an analog input signal. Like its fixed-width pulse density modulation (PDM) cousin, the output switching transistor is on more of the time for a ) division totaled 34.5 million and 1.8 million for 2002, its first full year of operation. Funds under management were $8.3 billion at December 31, 2002.

OUTLOOK

"The global economic and political climate contains many uncertainties that are directly affecting the capital markets and our business. The worst bear market in over 65 years has badly eroded e·rode  
v. e·rod·ed, e·rod·ing, e·rodes

v.tr.
1. To wear (something) away by or as if by abrasion: Waves eroded the shore.

2. To eat into; corrode.
 investor and business confidence, and it will understandably take some time to restore this confidence after the markets have stabilized sta·bi·lize  
v. sta·bi·lized, sta·bi·liz·ing, sta·bi·liz·es

v.tr.
1. To make stable or steadfast.

2.
," noted Mr. Brady. "As we enter 2003, AMVESCAP will continue to maintain our focus on the business fundamentals business fundamentals

The general background within which an economy operates including earnings, sales, wage rates, taxes, and inflation. Improving business fundamentals are generally viewed as bullish for stocks, although stock prices at any given point
 within our control - serving our clients well and prudently pru·dent  
adj.
1. Wise in handling practical matters; exercising good judgment or common sense.

2. Careful in regard to one's own interests; provident.

3. Careful about one's conduct; circumspect.
 managing our business."

AMVESCAP is a leading independent global investment manager, dedicated to helping people worldwide build their financial security. Operating under the AIM, INVESCO and Atlantic Trust brands, AMVESCAP strives to deliver outstanding investment performance and service through a comprehensive array of retail and institutional products for clients in over 100 countries. The Company is listed on the London London, city, Canada
London, city (1991 pop. 303,165), SE Ont., Canada, on the Thames River. The site was chosen in 1792 by Governor Simcoe to be the capital of Upper Canada, but York was made capital instead. London was settled in 1826.
, New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, Paris and Toronto Stock Exchanges Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 with the symbol "AVZ."

Members of the investment community and general public are invited to listen to the conference call today, Tuesday Tuesday: see week. , February February: see month.  4, 2003 at 9:30 a.m. Eastern Time (2:30 p.m. London Time), by dialing one of the following numbers: 1-888-201-4990 for US callers or 630-395-0027 for international callers. An audio replay of the conference call will be available until Tuesday, February 11, 2003 at 5:00 pm Eastern Time by calling 1-888-568-0380 for US callers or 402-530-7921 for international callers.


                             AMVESCAP PLC
                    Group Profit and Loss Account
                            (in thousands)



                                       Year Ended December 31,
                                -------------------------------------
                                             2002               2001
                                ------------------ ------------------
Revenues                        (pounds)1,345,263  (pounds)1,619,847
Expenses:
   Operating                             (978,338)        (1,096,487)
   Exceptional                            (69,248)           (59,997)
   Goodwill amortization                 (149,415)          (137,477)
                                ------------------ ------------------
Operating profit                          148,262            325,886
Investment income                           6,561             10,433
Interest expense                          (52,558)           (55,881)
                                ------------------ ------------------
Profit before taxation                    102,265            280,438
Taxation                                  (85,372)          (125,635)
                                ------------------ ------------------
Profit after taxation                      16,893            154,803
Dividends                                 (93,479)           (89,260)
                                ------------------ ------------------
Retained profit for the period    (pounds)(76,586)    (pounds)65,543
                                ================== ==================

Earnings per share before
   goodwill amortization and
   exceptional items:
   --basic                                  27.5p              41.2p
   --diluted                                27.2p              40.0p
                                ------------------ ------------------
Earnings per share:
   --basic                                   2.1p              19.2p
   --diluted                                 2.1p              18.6p
                                ------------------ ------------------
Average shares outstanding:
   --basic                                810,042            805,061
   --diluted                              819,518            829,983
                                ------------------ ------------------

                             AMVESCAP PLC
                         Group Balance Sheet
                            (in thousands)



                                        Dec 31, 2002      Dec 31, 2001
                                     ------------------   ------------
Fixed assets
    Goodwill                                   (pounds)       (pounds)
                                             2,542,306      2,696,045
    Investments                                248,408        224,282
    Tangible assets                            197,060        213,579
                                     ------------------   ------------
                                             2,987,774      3,133,906
Currents assets
    Debtors                                    725,547        882,516
    Investments                                 69,195         81,495
    Cash                                       355,111        350,978
                                     ------------------   ------------
                                             1,149,853      1,314,989
Current liabilities
Current maturities of long-term
debt                                          (222,089)      (125,828)
    Creditors                                 (917,216)    (1,025,344)
                                     ------------------   ------------
                                            (1,139,305)    (1,151,172)

Net current assets                              10,548        163,817
                                     ------------------   ------------

Total assets less current liabilities        2,998,322      3,297,723

Long-term debt                                (595,600)      (844,285)
Provisions for liabilities and
charges                                       (119,234)      (171,974)
                                     ------------------   ------------
Net assets                                     (pounds)       (pounds)
                                             2,283,488      2,281,464
                                     ==================   ============

Capital and reserves
    Called up share capital                    (pounds)       (pounds)
                                               198,614        196,037
    Share premium account                      619,250        552,524
    Exchangeable shares                        383,105        433,597
    Profit and loss account                    609,298        685,884
    Other reserves                             473,221        413,422
                                     ------------------   ------------
Shareholders' funds, equity                    (pounds)       (pounds)
interests                                    2,283,488      2,281,464
                                     ==================   ============


                             AMVESCAP PLC
                      Group Cash Flow Statement
                            (in thousands)



                                                Year Ended
                                    ----------------------------------
                                       Dec 31, 2002     Dec 31, 2001
                                    ------------------ ---------------

Operating profit                              (pounds)        (pounds)
                                              148,262         325,886
Amortization and depreciation                 209,647         207,102
Change in debtors, creditors and
 other                                         68,609          10,245
                                    ------------------ ---------------
Net cash inflow from operating
 activities                                   426,518         543,233
                                    ------------------ ---------------
Interest paid, net of investment
 income                                       (41,558)        (45,596)
Taxation                                     (105,557)       (166,573)
Capital expenditures, net of sales            (54,584)        (71,542)
Net purchases of fixed asset
 investments                                  (37,322)         (8,640)
Acquisitions                                       --        (311,441)
Dividends paid                                (93,531)        (84,365)
Net (repayment)/incurrence of debt            (54,304)         15,035
Change in bank overdraft                       (5,656)          2,040
Foreign exchange on cash at bank and
 in hand                                      (29,873)         (6,532)
                                    ------------------ ---------------
Increase/(decrease) in cash at bank           (pounds)        (pounds)
 and in hand                                    4,133        (134,381)
                                    ================== ===============


                             AMVESCAP PLC
                        Segmental Information
                            (in thousands)



                                Year Ended Dec 31, 2002
                 -----------------------------------------------------
                      Revenues          Expenses           Profit
                 ------------------ ----------------- ----------------
Managed Products           (pounds)          (pounds)         (pounds)
                           770,313          (447,748)         322,565
INVESCO
 Institutional             199,187          (149,853)          49,334
INVESCO Global             281,653          (247,749)          33,904
INVESCO
 Retirement                 57,552           (53,493)           4,059
Private Wealth              34,538           (32,742)           1,796
New Business                 2,020           (14,068)         (12,048)
Corporate                       --           (32,685)         (32,685)
                 ------------------ ----------------- ----------------
                           (pounds)          (pounds)         (pounds)
                         1,345,263          (978,338)         366,925
                 ================== ================= ================





                               Year Ended Dec 31, 2001
               -------------------------------------------------------
                    Revenues           Expenses            Profit
               ------------------ ------------------- ----------------
Managed                  (pounds)            (pounds)         (pounds)
 Products                986,234            (549,763)         436,471
INVESCO
 Institutional           211,917            (158,365)          53,552
INVESCO Global           340,293            (263,871)          76,422
INVESCO
 Retirement               58,224             (53,247)           4,977
Private Wealth            21,211             (19,972)           1,239
New Business               1,968             (12,179)         (10,211)
Corporate                     --             (39,090)         (39,090)
               ------------------ ------------------- ----------------
                         (pounds)            (pounds)         (pounds)
                       1,619,847          (1,096,487)         523,360
               ================== =================== ================



                       Organizational Structure
                      Effective January 1, 2003



                                Year Ended Dec 31, 2002
                  ----------------------------------------------------
                       Revenues          Expenses          Profit
                  ------------------ ----------------- ---------------
AIM
    US                      (pounds)          (pounds)        (pounds)
                            487,956          (281,350)        206,606
    Canada                  151,345           (73,702)         77,643
                  ------------------ ----------------- ---------------
                            639,301          (355,052)        284,249
                  ------------------ ----------------- ---------------
INVESCO
    US                      333,457          (244,614)         88,843
    UK                      195,265          (165,555)         29,710
    Europe/Asia              86,969           (84,744)          2,225
                  ------------------ ----------------- ---------------
                            615,691          (494,913)        120,778
                  ------------------ ----------------- ---------------

Private
 Wealth/Retirement           90,271           (95,688)         (5,417)
Corporate                        --           (32,685)        (32,685)
                  ------------------ ----------------- ---------------
                            (pounds)          (pounds)        (pounds)
                          1,345,263          (978,338)        366,925
                  ================== ================= ===============


Notes

1. The taxation charge is primarily made up from overseas taxation.
After adjusting for the amortization of goodwill and the exceptional
items, the effective tax rate for 2002 and 2001 was 30.6%.

2. The calculation of earnings per share is as follows:


                                              2002
                                --------------------------------------
                                                 Number of
                                Profit after         shares  Per share
                                     taxation
                                (pounds)'000          '000      amount
                                ------------- ------------- ----------
Basic earnings per share              16,893       810,042       2.1p
                                                            ==========
Dilutive effect of options                --         9,476
                                ------------- -------------
Diluted earnings per share            16,893       819,518       2.1p
                                ============= ============= ==========

    Profit before goodwill amortization and exceptional items is a
more appropriate basis for the calculation of earnings per share since
this represents a more consistent measure of the year by year
performance of the business, therefore the calculation below is
presented on that basis. Basic earnings per share is based on the
weighted average number of ordinary and exchangeable shares
outstanding during the respective periods. Diluted earnings per share
takes into account the effect of dilutive potential ordinary and
exchangeable shares outstanding during the period.

                                               2002
                               ---------------------------------------
                                  Profit before
                                       goodwill  Number of
                                amortization and     shares  Per share
                                    exceptional
                                           items
                                        (pounds)                amount
                                           '000       '000
                               ----------------- ---------- ----------
Basic earnings per share                222,724    810,042      27.5p
                                                            ==========
Dilutive effect of options                   --      9,476
                               ----------------- ----------
Diluted earnings per share              222,724    819,518      27.2p
                               ================= ========== ==========


                                                                 2001
                               ---------------------------------------
                                  Profit before
                                       goodwill   Number of
                                amortization and     shares  Per share
                                    exceptional
                                           items
                                        (pounds)                amount
                                           '000       '000
                               ----------------- ---------- ----------
Basic earnings per share                331,670    805,061      41.2p
                                                            ==========
Dilutive effect of options                   --     24,922
                               ----------------- ----------
Diluted earnings per share              331,670    829,983      40.0p
                               ================= ========== ==========


Number of shares outstanding at December 31, 2002 (in thousands):

Ordinary shares                                               794,456
Exchangeable shares                                            34,899
Less:  ESOT shares                                            (19,264)
Shares in stock plans                                          (5,000)
                                                    ------------------
Shares outstanding                                            805,091
                                                    ==================

Shares reserved for:
     Options                                                  129,192
     ESD's                                                      6,107
                                                    ------------------
Total shares                                                  940,390
                                                    ==================




3. The consolidated profit and loss includes exceptional charges in
2002 and 2001 as follows:



                          (pounds)
                             '000                   2002         2001
---------------------------------------------------------  -----------
Acquisitions                                          --       43,310
Redundancy and reorganizations                    44,544        9,993
Project costs                                     12,882           --
Leases and other                                  11,822        6,694
                                  -----------------------  -----------
Total exceptional items                           69,248       59,997
                                  -----------------------  -----------
Total exceptional items net of tax                56,416       39,390
                                  =======================  ===========


    The restructuring charges include costs associated with redundancy
programs and expenses associated with internal reorganizations.
Project costs include charges for systems and other terminated
initiatives. The leases and other provisions relate to moves to new
office facilities, office closures and the write-off of other fixed
assets.


4. Dividends for 2002 and 2001 were as follows:



                                                   2002          2001
                                                (pounds)      (pounds)
                                                   '000          '000
                                           ------------- -------------

Interim paid: 5.0p per share (2001: 4.5p)        40,823        36,552
Final proposed: 6.5p per share (2001: 6.5p)      52,656        52,708
                                           ------------- -------------
                                                 93,479        89,260
                                           ============= =============


5. The 2001 balance sheet presentation has been reclassified to
conform to the current year presentation of the Group's banking and
insurance subsidiaries. Certain amounts previously shown as credits to
the share premium account, and which arose on various acquisitions,
have now been reclassified to other reserves in accordance with the
requirements of S131 of the Companies Act.

6. The financial information set out above does not constitute the
Company's statutory accounts for the years ended December 31, 2002 or
2001. Statutory accounts for 2001 have been reported on by the
Company's Auditors and delivered to the Registrar of Companies. The
report of the Auditors was unqualified and did not contain a statement
under Section 237 (2) or (3) of the Companies Act 1985.




                             AMVESCAP PLC
                        Funds Under Management
                            (in billions)


                                              Managed Products
                                        -----------------------------
                                  Total       AIM          INVESCO
                       ---------------- --------------- -------------
Dec 31, 2001                    $397.9          $179.8         $31.4
Market gains/(loss)              (50.8)          (23.6)         (7.9)
Net new (lost) business          (14.2)           (3.7)         (3.3)
Change in Money
   Market Funds                   (5.8)           (6.3)         (0.5)
Transfers                           --            (0.1)           --
Foreign currency                   5.5             0.3            --
                       ---------------- --------------- -------------
Dec 31, 2002                    $332.6          $146.4         $19.7
                       ================ =============== =============
Dec 31, 2002 +                 (pounds)        (pounds)      (pounds)
                                 206.6            91.0          12.2
                       ================ =============== =============


                                 INVESCO        INVESCO        Private
                       --------------------- ------------- -----------
                                  Inst          Global          Wealth
                       --------------------- ------------- -----------
Dec 31, 2001                         $116.8         $60.0        $9.9
Market gains/(loss)                    (8.4)         (9.3)       (1.6)
Net new (lost) business                (5.7)         (1.3)       (0.2)
Change in Money
   Market Funds                          --           1.0          --
Transfers                               0.1            --          --
Foreign currency                        0.1           4.9         0.2
                       --------------------- ------------- -----------
Dec 31, 2002                         $102.9         $55.3        $8.3
                       ===================== ============= ===========
Dec 31, 2002 +                      (pounds)      (pounds)    (pounds)
                                       63.9          34.3         5.2
                       ===================== ============= ===========




                       Organizational Structure
                      Effective January 1, 2003




                                                    AIM
                                       ------------------------------
                        Total                US            Canada
                ---------------------- --------------- --------------
Dec 31, 2001                   $397.9          $157.7          $22.1
Market
 gains/(loss)                   (50.8)          (21.5)          (2.1)
Net new (lost)
 business                       (14.2)           (5.4)           1.7
Change in Money
   Market Funds                  (5.8)           (6.4)           0.1
Transfers                          --              --           (0.1)
Foreign currency                  5.5              --            0.3
                ---------------------- --------------- --------------
Dec 31, 2002                   $332.6          $124.4          $22.0
                ====================== =============== ==============
Dec 31, 2002 +                (pounds)        (pounds)       (pounds)
                                206.6            77.3           13.7
                ====================== =============== ==============



                                 INVESCO                      PWM/
               ----------------------------------------
                       US             UK      Europe/Asia  Retirement
               --------------- ------------ ----------- ------------
Dec 31, 2001             $148.8        $38.1       $21.8         $9.4
Market
 gains/(loss)             (16.3)        (6.8)       (2.5)        (1.6)
Net new
 (lost)
 business                  (9.0)        (1.3)       (0.1)        (0.1)
Change in
 Money
   Market
    Funds                  (0.5)         1.2        (0.2)          --
Transfers                   0.1           --          --           --
Foreign
 currency                   0.1          2.8         2.1          0.2
               --------------- ------------ ----------- ------------
Dec 31, 2002             $123.2        $34.0       $21.1         $7.9
               =============== ============ =========== ============
Dec 31, 2002            (pounds)     (pounds)    (pounds)     (pounds)
 +                         76.5         21.1        13.1          4.9
               =============== ============ =========== ============

    + Translated at $1.61 per 1.00. Note: INVESCO Retirement has
$30.9 billion in assets under administration as of December 31, 2002,
compared to $34.6 billion as of December 31, 2001.



                             AMVESCAP PLC
              Reconciliation to US Accounting Principles
                            (in thousands)



                                        Year Ended December 31,
                                 -------------------------------------
                                              2002               2001
                                 ------------------ ------------------
Net profit under UK GAAP                   (pounds)           (pounds)
                                            16,893            154,803
US GAAP Adjustments:
                 Acquisition
                  accounting               137,790            (35,538)
                 Redundancy and
                  reorganizations           11,961                 --
                 Taxation                   (5,198)           (40,539)
                 Other                         420              1,495
                                 ------------------ ------------------
Net income under US GAAP                   (pounds)           (pounds)
                                           161,866             80,221
                                 ================== ==================

Earnings per share before
 amortization:
                        --basic              20.4p              34.8p
                        --diluted            20.2p              33.8p
Earnings per share:
                        --basic              20.0p              10.0p
                        --diluted            19.8p               9.7p

                                    Dec 31, 2002       Dec 31, 2001
                                 ------------------ ------------------
Shareholders' funds under UK GAAP          (pounds)           (pounds)
                                         2,283,488          2,281,464
US GAAP Adjustments:
                 Acquisition
                  accounting             1,034,168            984,436
                 Redundancy and
                  reorganizations           11,961                 --
                 Treasury stock           (162,104)           (97,580)
                 Dividends                  52,656             52,708
                 Other                     (11,934)           (20,443)
                                 ------------------ ------------------
Shareholders' equity under US              (pounds)           (pounds)
 GAAP                                    3,208,235          3,200,585
                                 ================== ==================

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Publication:Business Wire
Date:Feb 4, 2003
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