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Item 1. Financial Statements

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Item 1. Financial Statements

Invesco Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)September 30, 2025December 31, 2024
ASSETS
Cash and cash equivalents$973.1$986.5
Accounts receivable810.5740.8
Investments1,164.21,240.0
Other assets1,356.21,120.7
Property, equipment and software, net387.7479.0
Intangible assets, net5,731.25,749.3
Goodwill8,459.88,318.1
Investments and other assets of consolidated investment products (CIP) (1)9,556.28,374.5
Total assets$28,438.9$27,008.9
LIABILITIES
Accrued compensation and benefits$893.0$1,029.2
Accounts payable and accrued expenses1,496.21,285.3
Debt1,624.6890.6
Deferred tax liabilities, net1,318.81,281.9
Debt and other liabilities of CIP (1)8,314.06,853.1
Total liabilities13,646.611,340.1
Commitments and contingencies (See Note 10)
TEMPORARY EQUITY
Redeemable noncontrolling interests in consolidated entities150.5544.7
PERMANENT EQUITY
Equity attributable to Invesco Ltd.:
Preferred shares ($0.20 par value; $1,000 liquidation preference; 4.0 million authorized and issued; 3.0 million outstanding as of September 30, 2025 (December 31, 2024: 4.0 million outstanding)3,010.54,010.5
Common shares ($0.20 par value; 1,050.0 million authorized; 566.1 million shares issued as of September 30, 2025 and December 31, 2024)113.2113.2
Additional paid-in-capital7,253.97,334.6
Treasury shares(2,803.9)(2,852.7)
Retained earnings7,167.66,990.4
Accumulated other comprehensive income/(loss), net of tax(735.7)(1,036.1)
Total equity attributable to Invesco Ltd.14,005.614,559.9
Equity attributable to nonredeemable noncontrolling interests in consolidated entities636.2564.2
Total permanent equity14,641.815,124.1
Total liabilities, temporary and permanent equity$28,438.9$27,008.9

(1) See Note 11, "Consolidated Investment Products," for balances related to consolidated variable interest entities (VIEs).

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Income

(Unaudited)

Three months ended September 30,Nine months ended September 30,
(in millions, except per common share data)2025202420252024
Operating revenues:
Investment management fees$1,184.7$1,100.5$3,385.9$3,215.0
Service and distribution fees400.7360.31,135.41,098.9
Performance fees6.52.812.612.3
Other48.551.8151.2147.8
Total operating revenues1,640.41,515.44,685.14,474.0
Operating expenses:
Third-party distribution, service and advisory558.3499.61,568.01,499.0
Employee compensation521.6625.41,496.61,550.4
Marketing20.118.960.257.6
Property, office and technology109.2119.0341.3353.0
General and administrative151.3140.8427.8459.7
Amortization of intangible assets9.011.228.833.9
Total operating expenses1,369.51,414.93,922.73,953.6
Operating income270.9100.5762.4520.4
Other income/(expense):
Equity in earnings of unconsolidated affiliates34.82.179.422.9
Interest and dividend income10.510.932.334.3
Interest expense(25.7)(13.4)(59.5)(45.6)
Other gains/(losses), net(0.8)28.334.667.8
Other income/(expense) of CIP, net57.016.7116.888.1
Income before income taxes346.7145.1966.0687.9
Income tax provision9.7(41.5)(144.9)(174.2)
Net income356.4103.6821.1513.7
Net (income)/loss attributable to noncontrolling interests in consolidated entities(10.7)10.6(41.7)(7.4)
Dividends declared on preferred shares(44.4)(59.2)(160.2)(177.6)
Cost of preferred share repurchase——(159.3)—
Net income attributable to Invesco Ltd.$301.3$55.0$459.9$328.7
Earnings per common share:
-basic$0.67$0.12$1.02$0.72
-diluted$0.66$0.12$1.01$0.72

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three months ended September 30,Nine months ended September 30,
(in millions)2025202420252024
Net income$356.4$103.6$821.1$513.7
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries(72.4)184.7297.562.6
Other comprehensive income/(loss), net of tax0.90.62.92.6
Other comprehensive income/(loss)(71.5)185.3300.465.2
Total comprehensive income/(loss)284.9288.91,121.5578.9
Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities(10.7)10.6(41.7)(7.4)
Dividends declared on preferred shares(44.4)(59.2)(160.2)(177.6)
Cost of preferred share repurchase——(159.3)—
Comprehensive income/(loss) attributable to Invesco Ltd.$229.8$240.3$760.3$393.9

See accompanying notes.

Invesco Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine months ended September 30,
(in millions)20252024
Operating activities:
Net income$821.1$513.7
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Amortization and depreciation119.9135.5
Common share-based compensation expense59.890.5
Other (gains)/losses, net(31.6)(67.2)
Other (gains)/losses of CIP, net(27.7)22.2
Equity in earnings of unconsolidated affiliates(79.4)(22.9)
Distributions from equity method investees40.783.1
Changes in operating assets and liabilities:
(Purchase)/sale of investments by CIP, net57.017.2
(Purchase)/sale of investments, net81.5(80.3)
(Increase)/decrease in receivables and other assets(123.2)365.3
Increase/(decrease) in payables and other liabilities151.4(184.0)
Net cash provided by/(used in) operating activities1,069.5873.1
Investing activities:
Purchase of property, equipment and software(60.7)(76.1)
Purchase of investments by CIP(3,059.9)(3,089.6)
Sale of investments by CIP2,470.33,310.1
Purchase of investments(30.0)(140.3)
Sale of investments0.10.2
Capital distribution from equity method investees59.7122.1
Net cash inflows/(outflows) upon consolidation/deconsolidation of CIP(1.7)(41.1)
Net cash provided by/(used in) investing activities(622.2)85.3
Financing activities:
Purchases of treasury shares(97.8)(53.3)
Repurchase of preferred shares(1,150.0)—
Dividends paid - preferred(160.2)(177.6)
Dividends paid - common(282.7)(278.7)
Third-party capital invested into CIP176.9125.5
Third-party capital distributed by CIP(157.2)(159.8)
Borrowings of debt of CIP2,970.7351.2
Repayments of debt of CIP(2,538.0)(476.4)
Borrowings of Revolving credit agreement2,072.71,920.3
Repayments of Revolving credit agreement(2,072.7)(1,920.3)
Net proceeds from bank term loans992.7—
Repayment of debts(260.0)(600.0)
Net cash provided by/(used in) financing activities(505.6)(1,269.1)
Increase/(decrease) in cash and cash equivalents(58.3)(310.7)
Foreign exchange movement on cash and cash equivalents49.716.8
Foreign exchange movement on cash and cash equivalents of CIP36.41.7
Cash and cash equivalents, beginning of period1,496.01,931.6
Cash and cash equivalents, end of period$1,523.8$1,639.4
Cash and cash equivalents$973.1$1,044.9
Cash and cash equivalents of CIP550.7594.5
Total cash and cash equivalents per condensed consolidated statement of cash flows$1,523.8$1,639.4

See accompanying notes**.**

Invesco Ltd.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Three months ended September 30, 2025
Equity Attributable to Invesco Ltd.
(in millions, except per share data)Preferred SharesCommon SharesAdditional Paid-in-CapitalTreasury SharesRetained EarningsAccumulated Other Comprehensive Income/(Loss)Total Equity Attributable to Invesco Ltd.Nonredeemable Noncontrolling Interests in Consolidated EntitiesTotal Permanent EquityRedeemable Noncontrolling Interests in Consolidated Entities/ Temporary Equity
July 1, 2025$3,010.5$113.2$7,250.1$(2,797.8)$6,961.3$(664.2)$13,873.1$554.2$14,427.3$531.6
Net income————345.7—345.78.7354.42.0
Other comprehensive income/(loss)—————(71.5)(71.5)—(71.5)—
Change in noncontrolling interests in consolidated entities, net———————73.373.3(383.1)
Dividends declared - preferred ($14.75 per share)————(44.4)—(44.4)—(44.4)—
Dividends declared - common ($0.21 per share)————(95.0)—(95.0)—(95.0)—
Employee common share plans:
Common share-based compensation——20.9———20.9—20.9—
Vested common shares——(11.6)11.6——————
Other common share awards——(5.5)11.4——5.9—5.9—
Purchase of common shares———(29.1)——(29.1)—(29.1)—
September 30, 2025$3,010.5$113.2$7,253.9$(2,803.9)$7,167.6$(735.7)$14,005.6$636.2$14,641.8$150.5
Three months ended September 30, 2024
Equity Attributable to Invesco Ltd.
(in millions, except per share data)Preferred SharesCommon SharesAdditional Paid-in-CapitalTreasury SharesRetained EarningsAccumulated Other Comprehensive Income/(Loss)Total Equity Attributable to Invesco Ltd.Nonredeemable Noncontrolling Interests in Consolidated EntitiesTotal Permanent EquityRedeemable Noncontrolling Interests in Consolidated Entities/ Temporary Equity
July 1, 2024$4,010.5$113.2$7,316.3$(2,850.1)$6,917.0$(921.9)$14,585.0$611.5$15,196.5$568.9
Net income————114.2—114.2(18.0)96.27.4
Other comprehensive income/(loss)—————185.3185.3—185.3—
Change in noncontrolling interests in consolidated entities, net———————(21.7)(21.7)4.2
Dividends declared - preferred ($14.75 per share)————(59.2)—(59.2)—(59.2)—
Dividends declared - common ($0.205 per share)————(98.0)—(98.0)—(98.0)—
Employee common share plans:
Common share-based compensation——51.0———51.0—51.0—
Vested common shares——(30.3)30.3——————
Other common share awards——(11.8)18.0——6.2—6.2—
Purchase of common shares———(30.2)——(30.2)—(30.2)—
September 30, 2024$4,010.5$113.2$7,325.2$(2,832.0)$6,874.0$(736.6)$14,754.3$571.8$15,326.1$580.5

Invesco Ltd.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Nine months ended September 30, 2025
Equity Attributable to Invesco Ltd.
(in millions, except per share data)Preferred SharesCommon SharesAdditional Paid-in-CapitalTreasury SharesRetained EarningsAccumulated Other Comprehensive Income/(Loss)Total Equity Attributable to Invesco Ltd.Nonredeemable Noncontrolling Interests in Consolidated EntitiesTotal Permanent EquityRedeemable Noncontrolling Interests in Consolidated Entities/ Temporary Equity
January 1, 2025$4,010.5$113.2$7,334.6$(2,852.7)$6,990.4$(1,036.1)$14,559.9$564.2$15,124.1$544.7
Net income————779.4—779.424.5803.917.2
Other comprehensive income/(loss)—————300.4300.4—300.4—
Change in noncontrolling interests in consolidated entities, net———————47.547.5(411.4)
Dividends declared - preferred ($44.25 per share)————(160.2)—(160.2)—(160.2)—
Dividends declared - common ($0.625 per share)————(282.7)—(282.7)—(282.7)—
Employee common share plans:—
Common share-based compensation——59.8———59.8—59.8—
Vested common shares——(129.4)129.4——————
Other common share awards——(11.1)17.5——6.4—6.4—
Purchase of common shares———(98.1)——(98.1)—(98.1)—
Repurchase of preferred shares(1,000.0)———(159.3)—(1,159.3)—(1,159.3)—
September 30, 2025$3,010.5$113.2$7,253.9$(2,803.9)$7,167.6$(735.7)$14,005.6$636.2$14,641.8$150.5
Nine months ended September 30, 2024
Equity Attributable to Invesco Ltd.
(in millions, except per share data)Preferred SharesCommon SharesAdditional Paid-in-CapitalTreasury SharesRetained EarningsAccumulated Other Comprehensive Income/(Loss)Total Equity Attributable to Invesco Ltd.Nonredeemable Noncontrolling Interests in Consolidated EntitiesTotal Permanent EquityRedeemable Noncontrolling Interests in Consolidated Entities/ Temporary Equity
January 1, 2024$4,010.5$113.2$7,451.6$(3,002.6)$6,826.7$(801.8)$14,597.6$572.7$15,170.3$745.7
Net income————506.3—506.340.8547.1(33.4)
Other comprehensive income/(loss)—————65.265.2—65.2—
Change in noncontrolling interests in consolidated entities, net———————(41.7)(41.7)(131.8)
Dividends declared - preferred ($44.25 per share)————(177.6)—(177.6)—(177.6)—
Dividends declared - common ($0.610 per share)————(281.4)—(281.4)—(281.4)—
Employee common share plans:—
Common share-based compensation——90.5———90.5—90.5—
Vested common shares——(205.7)205.7——————
Other common share awards——(11.2)18.2——7.0—7.0—
Purchase of common shares———(53.3)——(53.3)—(53.3)—
September 30, 2024$4,010.5$113.2$7,325.2$(2,832.0)$6,874.0$(736.6)$14,754.3$571.8$15,326.1$580.5

See accompanying notes.

Invesco Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. ACCOUNTING POLICIES

Corporate Information

Invesco Ltd. (the Parent) and its consolidated entities (collectively, the company or Invesco) provide retail and institutional clients with an array of investment management capabilities. The company operates globally and its sole business is investment management.

Certain disclosures included in the company’s annual report on Form 10-K for the year ended December 31, 2024 (annual report or Form 10-K) are not required to be included on an interim basis in the company’s quarterly reports on Forms 10-Q (Report). The company has condensed or omitted these disclosures. Therefore, this Report should be read in conjunction with the company’s annual report.

Basis of Accounting and Consolidation

The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with rules and regulations of the U.S. Securities and Exchange Commission (SEC) and consolidate the financial statements of the Parent and all of its controlled subsidiaries. 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 periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Assets and Liabilities Held for Sale

During the period ended September 30, 2025, the company entered into a definitive agreement to sell the intelliflo business, which has operations in the U.K., U.S., India and Australia. The transaction is expected to close in the fourth quarter. As a result, the intelliflo business has been classified as held for sale and the associated assets and liabilities are presented on the Condensed Consolidated Balance Sheets within Other assets and Accounts payable and accrued expenses, respectively. We recognized a $35.9 million non-cash impairment charge within Other gains/(losses), net due to the reclassification.

Accounting Pronouncements Recently Adopted

None.

Pending Accounting Pronouncements

Accounting for Internal-Use Software. In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" (ASU 2025-06). The standard clarifies and modernizes the accounting for costs related to internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The company is currently evaluating the impact on its Consolidated Financial Statements.

2. FAIR VALUE OF ASSETS AND LIABILITIES

The fair value of financial instruments is presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 11, "Consolidated Investment Products." See the company’s most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.

September 30, 2025December 31, 2024
(in millions)Fair ValueFair Value
Cash and cash equivalents$973.1$986.5
Equity investments$328.9$371.2
Total return swap related to deferred compensation plans$26.6$(9.4)

The following table presents, by hierarchy levels, the carrying value of the company’s assets and liabilities, including by major security type for equity investments, which are measured at fair value on the company’s Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively:

September 30, 2025
(in millions)Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds (1)$504.2$504.2$—$—
Investments: (2)
Equity investments:
Seed capital203.4203.4——
Investments related to deferred compensation plans125.5125.5——
Total return swap related to deferred compensation plans26.6—26.6—
Total$859.7$833.1$26.6$—
December 31, 2024
(in millions)Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds (1)$479.3$479.3$—$—
Investments (2):
Equity investments:
Seed capital151.6151.6——
Investments related to deferred compensation plans219.6219.6——
Total$850.5$850.5$—$—
Liabilities:
Total return swap related to deferred compensation plans$(9.4)$—$(9.4)$—
Contingent consideration liability(1.3)——(1.3)
Total$(10.7)$—$(9.4)$(1.3)

(1) The balance primarily represents cash held in affiliated money market funds.

(2) Equity method and other investments of $805.8 million and $29.5 million, respectively, are excluded from this table (December 31, 2024: $854.5 million and $14.3 million, respectively). These investments are not measured at fair value, in accordance with applicable accounting standards.

Total Return Swap (TRS)

In addition to holding equity investments, the company has a TRS to hedge economically certain deferred compensation liabilities. The notional value of the TRS at September 30, 2025 was $581.3 million, and the fair value of the TRS was an asset of $26.6 million (December 31, 2024 notional value was $421.2 million and the fair value was a liability of $9.4 million). During the three months ended September 30, 2025, market valuation gains related to the TRS were $26.2 million and during the nine months ended September 30, 2025 gains related to TRS were $51.4 million (three and nine months ended September 30, 2024: $15.8 million net gains and $32.6 million net gains).

The fair value of the TRS was determined under the market approach using quoted prices of the underlying investments and, as such, is classified as level 2 of the valuation hierarchy. The TRS is not designated as a hedging instrument for accounting purposes.

3. INVESTMENTS

The disclosures below include details of the company’s investments. Investments held by CIP are detailed in Note 11, "Consolidated Investment Products."

(in millions)September 30, 2025December 31, 2024
Equity investments:
Seed capital$203.4$151.6
Investments related to deferred compensation plans125.5219.6
Equity method investments805.8854.5
Other29.514.3
Total investments (1)$1,164.2$1,240.0

(1) The majority of the company’s investment balances relate to balances held in affiliated funds and equity method investees.

Equity investments

The unrealized gains and losses for the three and nine months ended September 30, 2025 that relate to equity investments still held at September 30, 2025 were a $4.6 million net gain and a $10.2 million net gain (three and nine months ended September 30, 2024: $14.6 million net gain and $34.4 million net gain).

4. DEBT

The disclosures below include details of the company’s debt. Debt of CIP is detailed in Note 11, "Consolidated Investment Products."

September 30, 2025December 31, 2024
(in millions)Carrying Value (4)Fair ValueCarrying Value (4)Fair Value
$2.5 billion Revolving credit agreement expiring May 16, 2030$—$—$—$—
Unsecured Senior Notes: (1)
$500 million 3.750% - due January 15, 2026499.8498.5499.3494.5
$400 million 5.375% - due November 30, 2043391.5382.7391.3391.7
Bank Term Loans: (2)
$500 million - due May 16, 2028 (3)237.7238.7——
$500 million - due May 16, 2030495.6496.6——
Debt$1,624.6$1,616.5$890.6$886.2

(1) The company’s senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.

(2) On May 16, 2025, Invesco Ltd. and its indirect subsidiary, Invesco Finance, Inc., entered into two floating rate bank term loans expiring on May 16, 2028 and 2030, respectively. The restrictive covenants for the bank term loans align with those previously disclosed for the Revolving credit agreement.

(3) During the three months ended September 30, 2025, the company repaid $260.0 million of the outstanding balance on the three-year bank term loan due on May 16, 2028.

(4) The difference between the principal amounts and the carrying values of the debt in the table above reflects the unamortized debt issuance costs and discounts.

5. SHARE CAPITAL

The number of preferred shares issued and outstanding is represented in the table below:

(in millions)September 30, 2025December 31, 2024
Preferred shares issued4.04.0
Less: Preferred shares repurchased (1)(1.0)—
Preferred shares outstanding (2)3.04.0

(1) On May 16, 2025, Invesco repurchased $1.0 billion Series A Preferred Stock held by Massachusetts Mutual Life Insurance Company (MassMutual).

(2) Substantially all the outstanding preferred shares are held by MassMutual.

The number of common shares and common share equivalents issued are represented in the table below:

(in millions)September 30, 2025December 31, 2024
Common shares issued566.1566.1
Less: Treasury shares for which dividend and voting rights do not apply(121.0)(118.1)
Common shares outstanding445.1448.0

6. OTHER COMPREHENSIVE INCOME/(LOSS)

The components of accumulated other comprehensive income/(loss) were as follows:

Three months ended September 30, 2025Three months ended September 30, 2024
(in millions)Foreign currency translationEmployee benefit plansTotalForeign currency translationEmployee benefit plansTotal
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries$(72.4)$—$(72.4)$184.7$—$184.7
Other comprehensive income/(loss), net—0.90.9—0.60.6
Other comprehensive income/(loss), net of tax(72.4)0.9(71.5)184.70.6185.3
Beginning balance on July 1(534.5)(129.7)(664.2)(792.2)(129.7)(921.9)
Other comprehensive income/(loss), net of tax(72.4)0.9(71.5)184.70.6185.3
Ending balance on September 30$(606.9)$(128.8)$(735.7)$(607.5)$(129.1)$(736.6)
Nine months ended September 30, 2025Nine months ended September 30, 2024
(in millions)Foreign currency translationEmployee benefit plansTotalForeign currency translationEmployee benefit plansTotal
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries$297.5$—$297.5$62.6$—$62.6
Other comprehensive income/(loss), net—2.92.9—2.62.6
Other comprehensive income/(loss), net of tax297.52.9300.462.62.665.2
Beginning balance on January 1(904.4)(131.7)(1,036.1)(670.1)(131.7)(801.8)
Other comprehensive income/(loss), net of tax297.52.9300.462.62.665.2
Ending balance on September 30$(606.9)$(128.8)$(735.7)$(607.5)$(129.1)$(736.6)

7. REVENUE

The geographic disaggregation of revenue for the three and nine months ended September 30, 2025 and 2024 are presented below. There are no revenues attributed to the company’s country of domicile, Bermuda.

Three months ended September 30,
(in millions)20252024
Americas$1,213.4$1,158.9
Asia-Pacific (APAC)76.866.0
Europe, Middle East and Africa (EMEA)350.2290.5
Total operating revenues$1,640.4$1,515.4
Nine months ended September 30,
(in millions)20252024
Americas$3,525.2$3,445.0
Asia-Pacific (APAC)220.0196.8
Europe, Middle East and Africa (EMEA)939.9832.2
Total operating revenues$4,685.1$4,474.0

8. COMMON SHARE-BASED COMPENSATION

The company recognized total compensation expense of $59.8 million and $90.5 million related to equity-settled common share-based compensation for the nine months ended September 30, 2025 and 2024, respectively.

Movements on employee common share awards during the nine months ended September 30, 2025 and 2024 are detailed below:

Nine months ended September 30, 2025Nine months ended September 30, 2024
(in millions of common shares, except fair values)Time- VestedPerformance- VestedWeighted Average Grant Date Fair ValueTime- VestedPerformance- Vested
Unvested at the beginning of period9.81.4$17.1710.41.6
Granted4.31.017.664.90.9
Forfeited/Canceled due to performance measures(0.4)(0.3)18.63(0.6)(0.1)
Vested and distributed(3.6)(0.1)18.25(4.9)(1.0)
Unvested at the end of the period10.12.0$16.989.81.4

The total fair value of common shares that vested during the nine months ended September 30, 2025 was $63.9 million (nine months ended September 30, 2024: $93.0 million). The weighted average grant date fair value of the U.S. dollar share awards that were granted during the nine months ended September 30, 2025 was $17.66 (nine months ended September 30, 2024: $15.13).

At September 30, 2025, there was $124.5 million of total unrecognized compensation cost related to non-vested common share awards; that cost is expected to be recognized over a weighted average period of 2.3 years.

9. EARNINGS PER COMMON SHARE

The calculation of earnings per common share (EPS) is as follows:

Three months ended September 30,Nine months ended September 30,
(in millions, except per share data)2025202420252024
Net income attributable to Invesco Ltd.$301.3$55.0$459.9$328.7
Invesco Ltd:
Weighted average common shares outstanding - basic452.4454.9453.0457.3
Dilutive effect of non-participating common share-based awards2.20.71.90.6
Weighted average common shares outstanding - diluted454.6455.6454.9457.9
Earnings per common share:
-basic$0.67$0.12$1.02$0.72
-diluted$0.66$0.12$1.01$0.72

See Note 8, "Common Share-Based Compensation," for a summary of common share awards outstanding under the company’s common share-based payment programs. These programs could result in the issuance of common shares that would affect the measurement of basic and diluted EPS.

10. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies may arise in the ordinary course of business.

The company has committed to co-invest in certain investment products, which may be called in future periods. At September 30, 2025, the company’s undrawn co-invest capital commitments were $692.3 million (December 31, 2024: $693.7 million).

Certain of our managed investment products have entered into borrowing arrangements with financial institutions. The company provided equity commitments and guarantees to the financial institutions for certain of these borrowing arrangements that are temporary in nature. The borrowing arrangements look first to the respective investment products for repayment and servicing. The company’s equity commitment or guarantee would only be called in the event a particular investment product is unable to meet its obligation. The company believes the likelihood of being required to fund its equity commitments or guarantees under these arrangements to be remote. To date, the company has not been required to fund any equity commitments or guarantees under these arrangements. The maximum amount of future payments under the commitments is $50.5 million and under the guarantees is $30.0 million. The fair value of the guarantee liability is not significant to the consolidated financial statements.

The company and some of its subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other subsidiaries of the company. The company would be required to perform under these guarantees in the event of certain defaults. The company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Legal Contingencies

The company is from time to time involved in pending or threatened litigation relating to claims arising in the ordinary course of its business. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit or claim will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the following: the proceeding is in its early stages (or merely threatened); the damages sought are unspecified, unsupportable, unexplained or uncertain; the claimant is seeking relief other than compensatory damages; the matter presents novel legal claims or other meaningful legal uncertainties; discovery has not started or is not complete; there are significant facts in dispute; and there are other parties who may share in any ultimate liability.

The company and certain related entities have in recent years been subject to various regulatory inquiries, reviews and investigations and legal proceedings, including civil litigation, regulatory investigations and enforcement actions. These actions can arise from normal business operations and/or matters that have been the subject of previous regulatory reviews. As a global company with investment products registered in numerous countries and subject to the jurisdiction of one or more regulators in each country, at any given time, our business operations may be subject to review, investigation, or disciplinary action.

In assessing the impact that a legal or regulatory matter will have on the company, management evaluates the need for an accrual on a case-by-case basis. If the likelihood of a loss is deemed probable and is reasonably estimable, the estimated loss is accrued. If the likelihood of a loss is assessed as less than probable, a loss is not accrued. If a loss is deemed probable but an amount or range of loss cannot be reasonably estimated, a loss is not accrued but the matter is disclosed.

In management’s opinion, adequate accrual has been made as of September 30, 2025 to provide for any losses that may arise from matters for which the company could reasonably estimate an amount and are deemed probable. Management believes that the ultimate resolution of any litigation or regulatory investigations will not materially affect the company’s business, revenue, net income or liquidity.

Further, the investment management industry also is generally subject to extensive levels of ongoing regulatory oversight and examination. In the jurisdictions in which the company operates, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to the company’s 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, related entities and individuals in the 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 (AUM), which would have an adverse effect on the company’s future financial results and its ability to grow its business.

11. CONSOLIDATED INVESTMENT PRODUCTS

The assets and liabilities related to CIP are identified on the Consolidated Balance Sheets within Investments and other assets of CIP and Debt and other liabilities of CIP, respectively. The consolidation of CIP had no impact on net income attributable to the company during the three and nine months ended September 30, 2025.

(in millions)September 30, 2025December 31, 2024
ASSETS
Cash and cash equivalents of CIP$550.7$509.5
Accounts receivable and other assets of CIP342.2372.3
Investments of CIP8,663.37,492.7
Investments and other assets of CIP$9,556.2$8,374.5
LIABILITIES
Debt of CIP$6,734.7$6,200.9
Other liabilities of CIP1,579.3652.2
Debt and other liabilities of CIP8,314.06,853.1
EQUITY
Equity attributable to redeemable noncontrolling interests150.5544.7
Invesco's net investment in and net receivables from CIP455.5412.5
Equity attributable to nonredeemable noncontrolling interests636.2564.2
Total liabilities, noncontrolling interests, and equity$9,556.2$8,374.5

The following tables present the fair value hierarchy levels of investments of CIP balances which are measured at fair value as of September 30, 2025 and December 31, 2024:

September 30, 2025
(in millions)Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Investments Measured at NAV as a practical expedient
Assets:
Bank loans$7,345.5$—$6,958.7$386.8$—
Bonds770.722.6743.64.5—
Equity securities125.89.91.4114.5—
Equity and fixed income mutual funds20.18.311.8——
Investments in other private equity funds401.2———401.2
Real estate investments—————
Total assets at fair value$8,663.3$40.8$7,715.5$505.8$401.2
December 31, 2024
(in millions)Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Investments Measured at NAV as a practical expedient
Assets:
Bank loans$5,793.0$—$5,494.5$298.5$—
Bonds605.517.2588.3——
Equity securities144.537.222.784.6—
Equity and fixed income mutual funds96.53.293.3——
Investments in other private equity funds414.6———414.6
Real estate investments438.6———438.6
Total assets at fair value$7,492.7$57.6$6,198.8$383.1$853.2

The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets using significant unobservable inputs:

Three months ended September 30,
20252024
(in millions)Level 3 AssetsLevel 3 Assets
Beginning Balance as of July 1$495.2$328.4
CIP Purchases88.238.5
CIP Sales(78.7)(39.7)
Deconsolidation/Consolidation of CIP54.5—
Gains and losses included in the Consolidated Statements of Income(5.4)2.0
Transfers from Level 3 into Levels 1 or 2(118.1)(19.7)
Transfers into Level 3 from Levels 1 or 274.978.4
Foreign exchange(4.8)2.5
Ending Balance as of September 30$505.8$390.4
Nine months ended September 30,
20252024
(in millions)Level 3 AssetsLevel 3 Assets
Beginning Balance as of January 1$383.1$825.8
CIP Purchases331.5338.7
CIP Sales(212.1)(113.9)
Deconsolidation/Consolidation of CIP54.5(724.9)
Gains and losses included in the Consolidated Statements of Income(23.3)(17.2)
Transfers from Level 3 into Levels 1 or 2(288.2)(94.0)
Transfers into Level 3 from Levels 1 or 2258.2174.0
Foreign exchange2.11.9
Ending Balance as of September 30$505.8$390.4

Non-consolidated variable interest entities (VIEs)

At September 30, 2025, the company's carrying value and risk of loss with respect to VIEs in which the company is not the primary beneficiary included our investment carrying value of $128.2 million (December 31, 2024: $106.1 million) and unfunded capital commitments of $89.6 million (December 31, 2024: $141.2 million).

See the company’s most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.

12. RELATED PARTIES

MassMutual owns approximately 18.3% of the common stock of the company and owns substantially all of the outstanding $3.0 billion in perpetual, non-cumulative preferred shares as of September 30, 2025. Based on the level of shares owned by MassMutual and the corresponding customary minority shareholder rights, which includes representation on Invesco’s Board of Directors (Board), the company considers MassMutual a related party.

Additionally, certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, “Related Party Disclosures.” The majority of the company's Operating revenues and receivables are from Invesco's managed funds. Related parties also include those defined in the company’s proxy statement.

Refer to Note 2, "Fair Value of Assets and Liabilities" and Note 3, "Investments" for more information on balances invested in Invesco affiliated funds.

13. SUBSEQUENT EVENTS

On October 27, 2025, the company declared a third quarter 2025 dividend of $0.21 per common share, payable on December 2, 2025, to common shareholders of record at the close of business on November 14, 2025 with an ex-dividend date of November 14, 2025.

On October 27, 2025, the company declared a preferred dividend of $14.75 per preferred share to the holders of preferred shares representing the period from September 1, 2025 through November 30, 2025. The preferred dividend is payable on December 1, 2025.

On October 31, 2025, the company completed the previously disclosed sale of 60% of the company's interest in its wholly owned subsidiary, Invesco Asset Management (India) Private Limited, to IndusInd International Holdings Limited.

On October 31, 2025, the company repaid the remaining outstanding balance of $240.0 million on the three-year bank term loan due on May 16, 2028.

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