GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Invesco Holding Company Limited, the Issuer and a subsidiary of Invesco Ltd. (the Parent), issued 5.375% $350.0 million senior notes due 2013, and 5.375% $200.0 million senior notes due 2014. (See Note 4, "Debt," for outstanding balances at June 30, 2012 and March 31, 2012.) These senior notes, are fully and unconditionally guaranteed as to payment of principal, interest and any other amounts due thereon by the Parent, together with the following 100% owned subsidiaries: Invesco Management Group, Inc., Invesco Advisers, Inc., IVZ Inc., and Invesco North American Holdings, Inc. (the Guarantors). The company’s 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 June 30, 2012, and December 31, 2011, Condensed Consolidating Statements of Income and Comprehensive Income for the three and six months ended June 30, 2012 and 2011, and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2012 and 2011.

Condensed Consolidating Balance Sheets



$ in millions	Guarantors	Non-Guarantors	Issuer	Parent	Adjustments		Consolidated
As of June 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	12.6	703.3	2.4	0.1	—		718.4
Cash and cash equivalents of consolidated investment products	—	380.5	—	—	—		380.5
Unsettled fund receivables	—	487.1	—	—	—		487.1
Accounts receivable	152.3	246.1	—	—	—		398.4
Accounts receivable of consolidated investment products	—	114.7	—	—	—		114.7
Investments	4.1	338.8	—	1.6	—		344.5
Prepaid assets	11.8	39.4	—	0.2	—		51.4
Other current assets	51.0	56.3	2.1	—	(21.0	)	88.4
Deferred tax asset, net	17.5	6.7	—	—	—		24.2
Assets held for policyholders	—	1,065.4	—	—	—		1,065.4
Intercompany receivables	16.5	38.3	328.9	—	(383.7	)	—
Total current assets	265.8	3,476.6	333.4	1.9	(404.7	)	3,673.0
Non-current assets:
Investments	55.1	152.6	7.9	3.2	—		218.8
Investments of consolidated investment products	—	6,050.9	—	—	—		6,050.9
Security deposit assets and receivables	—	75.0	—	—	—		75.0
Other non-current assets	10.0	5.5	2.9	—	—		18.4
Deferred sales commissions	10.0	33.8	—	—	—		43.8
Property and equipment, net	138.7	175.9	—	—	—		314.6
Intangible assets, net	1,192.2	110.1	—	—	—		1,302.3
Goodwill	2,583.5	3,900.0	432.6	—	—		6,916.1
Deferred tax assets,net	—	30.1	—	—	(30.1	)	—
Intercompany receivables	564.8	1,791.4	607.4	—	(2,963.6	)	—
Investment in subsidiaries	458.2	276.7	5,143.4	8,515.6	(14,393.9	)	—
Total non-current assets	5,012.5	12,602.0	6,194.2	8,518.8	(17,387.6	)	14,939.9
Total assets	5,278.3	16,078.6	6,527.6	8,520.7	(17,792.3	)	18,612.9
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of total debt	—	—	333.5	—	—		333.5
Unsettled fund payables	—	472.7	—	—	—		472.7
Income taxes payable	—	61.8	9.3	—	(21.0	)	50.1
Other current liabilities	124.7	481.9	8.7	0.7	—		616.0
Other current liabilities of consolidated investment products	—	187.0	—	—	—		187.0
Policyholder payables	—	1,065.4	—	—	—		1,065.4
Intercompany payables	—	42.3	4.1	337.3	(383.7	)	—
Total current liabilities	124.7	2,311.1	355.6	338.0	(404.7	)	2,724.7
Non-current liabilities:
Long-term debt	589.0	—	419.1	—	—		1,008.1
Long-term debt of consolidated investment products	—	5,069.7	—	—	—		5,069.7
Deferred tax liabilities, net	337.9	—	—	—	(30.1	)	307.8
Security deposits payable	—	75.0	—	—	—		75.0
Other non-current liabilities	56.1	252.7	—	—	—		308.8
Intercompany payables	1,774.2	604.4	568.1	16.9	(2,963.6	)	—
Total non-current liabilities	2,757.2	6,001.8	987.2	16.9	(2,993.7	)	6,769.4
Total liabilities	2,881.9	8,312.9	1,342.8	354.9	(3,398.4	)	9,494.1
Equity:
Total equity attributable to common shareholders	2,396.4	6,812.7	5,184.8	8,165.8	(14,393.9	)	8,165.8
Equity attributable to noncontrolling interests in consolidated entities	—	953.0	—	—	—		953.0
Total equity	2,396.4	7,765.7	5,184.8	8,165.8	(14,393.9	)	9,118.8
Total liabilities and equity	5,278.3	16,078.6	6,527.6	8,520.7	(17,792.3	)	18,612.9

Condensed Consolidating Balance Sheets (continued)



$ in millions	Guarantors	Non-Guarantors	Issuer	Parent	Adjustments		Consolidated
As of December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	20.6	703.0	3.1	0.7	—		727.4
Cash and cash equivalents of consolidated investment products	—	382.3	—	—	—		382.3
Unsettled fund receivables	—	444.4	—	—	—		444.4
Accounts receivable	163.6	260.8	—	—	—		424.4
Accounts receivable of consolidated investment products	—	98.5	—	—	—		98.5
Investments	4.2	266.2	—	13.3	—		283.7
Prepaid assets	9.7	41.5	—	—	—		51.2
Other current assets	39.3	120.5	1.1	—	(10.9	)	150.0
Deferred tax asset, net	18.9	9.8	—	—	—		28.7
Assets held for policyholders	—	1,243.5	—	—	—		1,243.5
Intercompany receivables	37.9	38.0	29.0	—	(104.9	)	—
Total current assets	294.2	3,608.5	33.2	14.0	(115.8	)	3,834.1
Non-current assets:
Investments	50.0	144.4	3.4	3.0	—		200.8
Investments of consolidated investment products	—	6,629.0	—	—	—		6,629.0
Security deposit assets and receivables	—	81.2	—	—	—		81.2
Other non-current assets	8.5	6.6	2.8	—	—		17.9
Deferred sales commissions	13.9	26.6	—	—	—		40.5
Property and equipment, net	145.3	167.5	—	—	—		312.8
Intangible assets, net	420.6	902.2	—	—	—		1,322.8
Goodwill	2,312.8	4,161.8	433.3	—	—		6,907.9
Intercompany receivables	772.1	1,834.0	573.5	—	(3,179.6	)	—
Investment In Subsidiaries	1,228.2	5.6	5,116.3	8,465.0	(14,815.1	)	—
Total non-current assets	4,951.4	13,958.9	6,129.3	8,468.0	(17,994.7	)	15,512.9
Total assets	5,245.6	17,567.4	6,162.5	8,482.0	(18,110.5	)	19,347.0
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of total debt	—	—	215.1	—	—		215.1
Unsettled fund payables	—	439.6	—	—	—		439.6
Income taxes payable	—	63.1	7.4	—	(10.9	)	59.6
Other current liabilities	144.3	685.4	11.1	0.7	—		841.5
Other current liabilities of consolidated investment products	—	175.1	—	—	—		175.1
Policyholder payables	—	1,243.5	—	—	—		1,243.5
Intercompany payables	—	62.8	29.9	12.2	(104.9	)	—
Total current liabilities	144.3	2,669.5	263.5	12.9	(115.8	)	2,974.4
Non-current liabilities:
Long-term debt	539.0	—	530.6	—	—		1,069.6
Long-term debt of consolidated investment products	—	5,512.9	—	—	—		5,512.9
Deferred tax liabilities, net	29.6	244.4	—	—	—		274.0
Security deposits payable	—	81.2	—	—	—		81.2
Other non-current liabilities	55.1	242.2	—	—	—		297.3
Intercompany payables	1,728.3	444.8	656.5	350.0	(3,179.6	)	—
Total non-current liabilities	2,352.0	6,525.5	1,187.1	350.0	(3,179.6	)	7,235.0
Total liabilities	2,496.3	9,195.0	1,450.6	362.9	(3,295.4	)	10,209.4
Equity:
Total equity attributable to common shareholders	2,749.3	7,353.9	4,711.9	8,119.1	(14,815.1	)	8,119.1
Equity attributable to noncontrolling interests in consolidated entities	—	1,018.5	—	—	—		1,018.5
Total equity	2,749.3	8,372.4	4,711.9	8,119.1	(14,815.1	)	9,137.6
Total liabilities and equity	5,245.6	17,567.4	6,162.5	8,482.0	(18,110.5	)	19,347.0

Condensed Consolidating Statements of Income and Comprehensive Income



$ in millions	Guarantors		Non- Guarantors		Issuer		Parent		Adjustments		Consolidated
For the three months ended June 30, 2012
Operating Revenues:
Investment management fees	300.0		480.6		—		—		—		780.6
Service and distribution fees	23.4		163.7		—		—		—		187.1
Performance fees	0.7		14.7		—		—		—		15.4
Other	0.5		25.4		—		—		—		25.9
Intercompany Revenues	7.9		(7.9	)	—		—		—		—
Total operating revenues	332.5		676.5		—		—		—		1,009.0
Operating expenses:
Employee compensation	87.9		215.4		—		1.3		—		304.6
Third-party distribution, service and advisory	20.2		296.4		—		—		—		316.6
Marketing	1.1		25.5		—		—		—		26.6
Property, office and technology	28.6		39.8		—		0.1		—		68.5
General and administrative	20.1		68.0		—		0.6		—		88.7
Transaction and integration	—		1.1		—		—		—		1.1
Intercompany Expenses	58.7		(59.1	)	—		0.4		—		—
Total operating expenses	216.6		587.1		—		2.4		—		806.1
Operating income/(loss)	115.9		89.4		—		(2.4	)	—		202.9
Other income/(expense):
Equity in earnings of unconsolidated affiliates	1.6		5.0		85.4		157.7		(242.8	)	6.9
Interest and dividend income	0.3		21.6		12.9		0.1		(32.7	)	2.2
Interest income of consolidated investment products	—		68.7		—		—		—		68.7
Other gains/(losses) of consolidated investment products, net	—		77.2		—		—		—		77.2
Interest expense	(33.5	)	(0.6	)	(10.7	)	(1.2	)	32.6		(13.4	)
Interest expense of consolidated investment products	—		(46.9	)	—		—		—		(46.9	)
Other gains and losses, net	(1.4	)	(4.6	)	(1.4	)	(0.3	)	—		(7.7	)
Income before income taxes	82.9		209.8		86.2		153.9		(242.9	)	289.9
Income tax provision	(32.3	)	(28.0	)	(2.0	)	—		—		(62.3	)
Net income	50.6		181.8		84.2		153.9		(242.9	)	227.6
Net (income)/loss attributable to noncontrolling interests in consolidated entities, net	—		(73.7	)	—		—		—		(73.7	)
Net income attributable to common shareholders	50.6		108.1		84.2		153.9		(242.9	)	153.9

Total comprehensive income	49.9		66.7		43.8		62.7		(109.9	)	113.2
Comprehensive loss (income) attributable to noncontrolling interests in consolidated entities	—		(50.5	)	—		—		—		(50.5	)
Comprehensive income attributable to common shareholders	49.9		16.2		43.8		62.7		(109.9	)	62.7

Condensed Consolidating Statements of Income and Comprehensive Income (continued)



$ in millions	Guarantors		Non-Guarantors		Issuer		Parent		Adjustments		Consolidated
For the three months ended June 30, 2011
Operating Revenues:
Investment management fees	301.5		517.6		—		—		—		819.1
Service and distribution fees	25.7		185.7		—		—		—		211.4
Performance fees	0.1		7.5		—		—		—		7.6
Other	4.3		27.6		—		—		—		31.9
Intercompany Revenues	6.9		(6.9	)	—		—		—		—
Total operating revenues	338.5		731.5		—		—		—		1,070.0
Operating expenses:
Employee compensation	85.6		227.2		—		5.5		—		318.3
Third-party distribution, service and advisory	12.6		329.2		—		—		—		341.8
Marketing	10.3		15.8		—		—		—		26.1
Property, office and technology	26.3		35.3		—		0.3		—		61.9
General and administrative	23.5		51.9		0.2		2.0		—		77.6
Transaction and integration	—		11.3		—		—		—		11.3
Intercompany Expenses	50.4		(50.4	)	—		—		—		—
Total operating expenses	208.7		620.3		0.2		7.8		—		837.0
Operating income/(loss)	129.8		111.2		(0.2	)	(7.8	)	—		233.0
Other income/(expense):
Equity in earnings of unconsolidated affiliates	2.3		8.1		94.9		185.9		(280.4	)	10.8
Interest and dividend income	0.6		21.4		12.1		0.3		(32.0	)	2.4
Interest income of consolidated investment products	—		79.8		—		—		—		79.8
Other gains/(losses) of consolidated investment products, net	—		(64.7	)	—		—		—		(64.7	)
Interest expense	(34.3	)	(0.5	)	(12.6	)	(0.6	)	32.0		(16.0	)
Interest expense of consolidated investment products	—		(46.5	)	—		—		—		(46.5	)
Other gains and losses, net	0.2		0.7		(0.1	)	5.2		—		6.0
Income before income taxes	98.6		109.5		94.1		183.0		(280.4	)	204.8
Income tax provision	(40.0	)	(34.5	)	(0.9	)	—		—		(75.4	)
Net income	58.6		75.0		93.2		183.0		(280.4	)	129.4
Net (income)/loss attributable to the noncontrolling interests in consolidated entities, net of tax	—		53.6		—		—		—		53.6
Net income attributable to common shareholders	58.6		128.6		93.2		183.0		(280.4	)	183.0

Total comprehensive income	58.6		101.0		111.6		211.8		(327.8	)	155.2
Comprehensive loss (income) attributable to noncontrolling interests in consolidated entities	—		56.6		—		—		—		56.6
Comprehensive income attributable to common shareholders	58.6		157.6		111.6		211.8		(327.8	)	211.8

Condensed Consolidating Statements of Income and Comprehensive Income (continued)



$ in millions	Guarantors		Non- Guarantors		Issuer		Parent		Adjustments		Consolidated
For the six months ended June 30, 2012
Operating Revenues:
Investment management fees	599.9		972.1		—		—		—		1,572.0
Service and distribution fees	46.1		330.0		—		—		—		376.1
Performance fees	8.4		27.5		—		—		—		35.9
Other	7.6		51.1		—		—		—		58.7
Intercompany Revenues	12.2		(12.2	)	—		—		—		—
Total operating revenues	674.2		1,368.5		—		—		—		2,042.7
Operating expenses:
Employee compensation	181.9		437.8		—		3.4		—		623.1
Third-party distribution, service and advisory	43.0		590.7		—		—		—		633.7
Marketing	2.4		50.9		—		—		—		53.3
Property, office and technology	56.8		78.4		—		0.1		—		135.3
General and administrative	39.6		120.2		—		2.2		—		162.0
Transaction and integration	—		2.6		—		—		—		2.6
Intercompany Expenses	117.1		(117.6	)	—		0.5		—		—
Total operating expenses	440.8		1,163.0		—		6.2		—		1,610.0
Operating income/(loss)	233.4		205.5		—		(6.2	)	—		432.7
Other income/(expense):
Equity in earnings of unconsolidated affiliates	2.7		13.5		177.6		355.3		(532.5	)	16.6
Interest and dividend income	1.7		43.3		25.0		0.2		(65.6	)	4.6
Interest income of consolidated investment products	—		137.7		—		—		—		137.7
Other gains/(losses) of consolidated investment products, net	—		(44.7	)	—		—		—		(44.7	)
Interest expense	(67.1	)	0.3		(23.3	)	(2.5	)	65.6		(27.0	)
Interest expense of consolidated investment products	—		(92.5	)	—		—		—		(92.5	)
Other gains and losses, net	4.3		6.8		(1.1	)	0.9		—		10.9
Income before income taxes	175.0		269.9		178.2		347.7		(532.5	)	438.3
Income tax provision	(67.0	)	(67.1	)	(1.9	)	0.1		—		(135.9	)
Net income	108.0		202.8		176.3		347.8		(532.5	)	302.4
Net (income)/loss attributable to the noncontrolling interests in consolidated entities, net of tax	—		45.4		—		—		—		45.4
Net income attributable to common shareholders	108.0		248.2		176.3		347.8		(532.5	)	347.8

Total comprehensive income	109.0		193.5		174.5		364.4		(547.0	)	294.4
Comprehensive loss (income) attributable to noncontrolling interests in consolidated entities	—		70.0		—		—		—		70.0
Comprehensive income attributable to common shareholders	109.0		263.5		174.5		364.4		(547.0	)	364.4

Condensed Consolidating Statements of Income and Comprehensive Income (continued)



$ in millions	Guarantors		Non-Guarantors		Issuer		Parent		Adjustments		Consolidated
For the six months ended June 30, 2011
Operating Revenues:
Investment management fees	596.7		1,014.7		—		—		—		1,611.4
Service and distribution fees	49.4		360.7		—		—		—		410.1
Performance fees	0.2		11.2		—		—		—		11.4
Other	4.8		59.6		—		—		—		64.4
Intercompany Revenues	17.6		(17.6	)	—		—		—		—
Total operating revenues	668.7		1,428.6		—		—		—		2,097.3
Operating expenses:
Employee compensation	173.6		442.9		—		7.7		—		624.2
Third-party distribution, service and advisory	25.1		641.2		—		—		—		666.3
Marketing	20.5		31.3		—		—		—		51.8
Property, office and technology	53.4		72.1		—		0.4		—		125.9
General and administrative	41.3		105.5		—		4.4		—		151.2
Transaction and integration	—		19.2		—		—		—		19.2
Intercompany Expenses	101.1		(101.1	)	—		—		—		—
Total operating expenses	415.0		1,211.1		—		12.5		—		1,638.6
Operating income/(loss)	253.7		217.5		—		(12.5	)	—		458.7
Other income/(expense):
Equity in earnings of unconsolidated affiliates	0.6		16.3		217.2		367.7		(584.3	)	17.5
Interest and dividend income	0.8		42.1		24.9		0.4		(63.7	)	4.5
Interest income of consolidated investment products	—		154.0		—		—		—		154.0
Other gains/(losses) of consolidated investment products, net	—		(150.2	)	—		—		—		(150.2	)
Interest expense	(68.4	)	(1.0	)	(25.1	)	(1.4	)	63.7		(32.2	)
Interest expense of consolidated investment products	—		(86.5	)	—		—		—		(86.5	)
Other gains and losses, net	1.1		7.3		(0.8	)	6.3		—		13.9
Income before income taxes	187.8		199.5		216.2		360.5		(584.3	)	379.7
Income tax provision	(70.1	)	(68.7	)	(12.2	)	—		—		(151.0	)
Net income	117.7		130.8		204.0		360.5		(584.3	)	228.7
Net (income)/loss attributable to the noncontrolling interests in consolidated entities, net of tax	—		131.8		—		—		—		131.8
Net income attributable to common shareholders	117.7		262.6		204.0		360.5		(584.3	)	360.5

Total comprehensive income	120.0		285.7		269.0		509.5		(799.9	)	384.3
Comprehensive loss (income) attributable to noncontrolling interests in consolidated entities	—		125.2		—		—		—		125.2
Comprehensive income attributable to common shareholders	120.0		410.9		269.0		509.5		(799.9	)	509.5

Condensed Consolidating Statements of Cash Flows



$ in millions	Guarantors		Non-Guarantors		Issuer		Parent		Adjustments		Consolidated
For the six months ended June 30, 2012
Operating activities:
Net cash provided by/(used in) operating activities	400.0		227.6		(14.3	)	312.0		(678.1	)	247.2
Investing activities:
Purchase of investments by consolidated investment products	—		(1,584.6	)	—		—		—		(1,584.6	)
Proceeds from sale of investments by consolidated investment products	—		1,537.0		—		—		—		1,537.0
Returns of capital in investments of consolidated investment products	—		(44.9	)	—		—		—		(44.9	)
Purchase of other investments	(4.3	)	(3.3	)	(1.6	)	(54.2	)	—		(63.4	)
Other net increases/(decreases) in investing activities	(17.1	)	(35.3	)	8.3		13.1		—		(31.0	)
Net cash (used in)/provided by investing activities	(21.4	)	(131.1	)	6.7		(41.1	)	—		(186.9	)
Financing activities:
Purchases of treasury shares	—		—		—		(150.0	)	—		(150.0	)
Dividends paid	(436.6	)	(241.5	)	—		(133.7	)	678.1		(133.7	)
Capital invested into consolidated investment products	—		19.4		—		—		—		19.4
Capital distributed by consolidated investment products	—		(35.5	)	—		—		—		(35.5	)
Repayments of debt of consolidated investment products	—		145.7		—		—		—		145.7
Net borrowings/(repayments) under credit facility	50.0		—		222.0		—		—		272.0
Repayments of senior notes	—		—		(215.1	)	—		—		(215.1	)
Other net increases/(decreases) in financing activities	—		11.9		—		12.2		—		24.1
Net cash used in financing activities	(386.6	)	(100.0	)	6.9		(271.5	)	678.1		(73.1	)
(Decrease)/increase in cash and cash equivalents	(8.0	)	(3.5	)	(0.7	)	(0.6	)	—		(12.8	)
Foreign exchange movement on cash and cash equivalents	—		3.8		—		—		—		3.8
Cash and cash equivalents, beginning of year	20.6		703.0		3.1		0.7		—		727.4
Cash and cash equivalents, end of period	12.6		703.3		2.4		0.1		—		718.4

Condensed Consolidating Statements of Cash Flows (continued)



$ in millions	Guarantors		Non-Guarantors		Issuer		Parent		Adjustments		Consolidated
For the six months ended June 30, 2011
Operating activities:
Net cash provided by/(used in) operating activities	(243.0	)	77.5		63.8		440.0		(192.3	)	146.0
Investing activities:
Purchase of investments by consolidated investment products	—		(2,075.3	)	—		—		—		(2,075.3	)
Proceeds from sale of investments by consolidated investment products	—		2,300.9		—		—		—		2,300.9
Returns of capital in investments of consolidated investment products	—		75.5		—		—		—		75.5
Purchase of other investments	(1.2	)	81.3		(116.0	)	(25.5	)	—		(61.4	)
Other net increases/(decreases) in investing activities	(20.9	)	(57.1	)	51.4		19.3		(2.5	)	(9.8	)
Net cash (used in)/provided by investing activities	(22.1	)	325.3		(64.6	)	(6.2	)	(2.5	)	229.9
Financing activities:
Purchases of treasury shares	—		—		—		(333.0	)	—		(333.0	)
Dividends paid	—		(194.9	)	—		(108.4	)	194.8		(108.5	)
Capital invested into consolidated investment products	—		32.5		—		—		—		32.5
Capital distributed by consolidated investment products	—		(134.9	)	—		—		—		(134.9	)
Repayments of debt of consolidated investment products	—		(246.3	)	—		—		—		(246.3	)
Net borrowings/(repayments) under credit facility	268.0		—		—		—		—		268.0
Other net increases/(decreases) in financing activities	—		2.8		—		9.9		—		12.7
Net cash used in financing activities	268.0		(540.8	)	—		(431.5	)	194.8		(509.5	)
(Decrease)/increase in cash and cash equivalents	2.9		(138.0	)	(0.8	)	2.3		—		(133.6	)
Foreign exchange movement on cash and cash equivalents	—		14.6		—		—		—		14.6
Cash and cash equivalents, beginning of year	12.4		725.9		1.1		1.1		—		740.5
Cash and cash equivalents, end of period	15.3		602.5		0.3		3.4		—		621.5