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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐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 001-13908

Invesco_Global_Logo_Blue_Pos_RGB.jpg

Invesco Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda98-0557567
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
1331 Spring Street,Suite 2500,Atlanta,GA30309
(Address of Principal Executive Offices)(Zip Code)

(404) 892-0896

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.20 par valueIVZNew York Stock Exchange

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☑

As of June 30, 2025, the most recent practicable date, the number of Common Shares outstanding was 445,963,773.

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.

Page
TABLE OF CONTENTS
Glossary of Defined Termsi
PART I. Financial Information
Item 1. Financial Statements (unaudited)1
Condensed Consolidated Balance Sheets1
Condensed Consolidated Statements of Income2
Condensed Consolidated Statements of Comprehensive Income3
Condensed Consolidated Statements of Cash Flows4
Condensed Consolidated Statements of Changes in Equity5
Notes to the Condensed Consolidated Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3. Quantitative and Qualitative Disclosures About Market Risk49
Item 4. Controls and Procedures50
PART II. Other Information
Item 1. Legal Proceedings51
Item 1A. Risk Factors51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds51
Item 5. Other Information51
Item 6. Exhibits52
Signatures53

GLOSSARY OF DEFINED TERMS

APAC—Asia-Pacific
AUM—Assets under management
Board—Board of Directors
bps—Basis points
CIP—Consolidated investment products
CLOs—Collateralized loan obligations
Covenant Adjusted EBITDA—A financial measure set forth in covenants in our Revolving credit agreement, which is defined to be earnings before income tax, depreciation, amortization, interest expense, common share-based compensation expense, unrealized (gains)/losses from investments, net, and unusual or otherwise non-recurring gains and losses
Credit agreements—Revolving credit agreement (defined below) and Term Loan Agreement (defined below), collectively, Credit agreements
EMEA—Europe, Middle East and Africa
EPS—Earnings per common share
ETFs—Exchange-traded funds
IGW or Invesco Great Wall—Invesco Great Wall Fund Management Company Limited
MassMutual—Massachusetts Mutual Life Insurance Company
NAV—Net asset value
Report—this Form 10-Q
Revolving credit agreement—Seventh amended and restated credit agreement, dated as of May 16, 2025, among Invesco Finance PLC and Bank of America included as Exhibit 10.3 of this Form 10-Q
S&P—Standard & Poor's
SEC—U.S. Securities and Exchange Commission
Term loan agreement—Term loan credit agreement, dated as of May 16, 2025, among Invesco Finance, Inc. and Bank of America included as Exhibit 10.1 of this Form 10-Q
the company—Invesco Ltd. and its consolidated entities
the Parent—Invesco Ltd.
TRS—Total return swap
UITs—Unit investment trusts
U.S.—United States
U.S. GAAP—Accounting principles generally accepted in the United States
VIEs—Variable interest entities

i

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements