Invesco Ltd. (Form: 10-Q, Received: 04/26/2018 14:20:28)

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

Emerging growth company o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2018



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

For the transition period from to

Commission file number 1-13908

Invesco Ltd.

(Exact Name of Registrant as Specified in Its Charter)



Bermuda (State or Other Jurisdiction of Incorporation or Organization)		98-0557567 (I.R.S. Employer Identification No.)

1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA (Address of Principal Executive Offices)		30309 (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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

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. o

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

As of March 31, 2018 , the most recent practicable date, the number of Common Shares outstanding was 410,762,594 .

Table of Contents

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

PART I. Financial Information
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Statements of Cash Flows	6
Condensed Consolidated Statements of Changes in Equity	7
Notes to the Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	57

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	59
Item 1A. Risk Factors	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 6. Exhibits	60
Signatures	61

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Invesco Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)



	As of
$ in millions, except per share data	March 31, 2018		December 31, 2017
ASSETS
Cash and cash equivalents	1,861.5		2,006.4
Unsettled fund receivables	837.6		793.8
Accounts receivable	595.0		622.5
Investments	713.6		674.6
Assets of consolidated investment products (CIP):
Cash and cash equivalents of CIP	260.8		511.3
Accounts receivable and other assets of CIP	157.5		131.5
Investments of CIP	5,453.5		5,658.0
Assets held for policyholders	12,902.2		12,444.5
Prepaid assets	124.9		124.4
Other assets	64.5		61.7
Property, equipment and software, net	484.4		490.7
Intangible assets, net	1,559.1		1,558.7
Goodwill	6,604.5		6,590.7
Total assets	31,619.1		31,668.8
LIABILITIES
Accrued compensation and benefits	371.6		696.1
Accounts payable and accrued expenses	820.8		895.7
Liabilities of CIP:
Debt of CIP	4,502.7		4,799.8
Other liabilities of CIP	349.5		498.8
Policyholder payables	12,902.2		12,444.5
Unsettled fund payables	811.5		783.8
Long-term debt	2,076.4		2,075.8
Deferred tax liabilities, net	313.4		275.5
Total liabilities	22,148.1		22,470.0
Commitments and contingencies (See Note 11)
TEMPORARY EQUITY
Redeemable noncontrolling interests in consolidated entities	281.0		243.2
PERMANENT EQUITY
Equity attributable to Invesco Ltd.:
Common shares ($0.20 par value; 1,050.0 million authorized; 490.4 million shares issued as of March 31, 2018 and December 31, 2017)	98.1		98.1
Additional paid-in-capital	6,217.4		6,282.0
Treasury shares	(2,715.4	)	(2,781.9	)
Retained earnings	5,626.6		5,489.1
Accumulated other comprehensive income/(loss), net of tax	(331.4	)	(391.2	)
Total equity attributable to Invesco Ltd.	8,895.3		8,696.1
Equity attributable to nonredeemable noncontrolling interests in consolidated entities	294.7		259.5
Total permanent equity	9,190.0		8,955.6
Total liabilities, temporary and permanent equity	31,619.1		31,668.8

See accompanying notes.

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Invesco Ltd.

Condensed Consolidated Statements of Income

(Unaudited)



	Three months ended March 31,
$ in millions, except per share data	2018			2017
Operating revenues:
Investment management fees	1,043.7			955.2
Service and distribution fees	246.1			206.4
Performance fees	9.1			11.3
Other	56.9			19.7
Total operating revenues	1,355.8			1,192.6
Operating expenses:
Third-party distribution, service and advisory	419.1			349.3
Employee compensation	390.4			397.5
Marketing	28.1			24.4
Property, office and technology	102.2			85.5
General and administrative	94.9			78.0
Total operating expenses	1,034.7			934.7
Operating income	321.1			257.9
Other income/(expense):
Equity in earnings of unconsolidated affiliates	9.7			17.7
Interest and dividend income	4.2			2.9
Interest expense	(23.2		)	(24.0		)
Other gains and losses, net	(5.4		)	6.9
Other income/(expense) of CIP, net	27.2			28.5
Income before income taxes	333.6			289.9
Income tax provision	(68.4		)	(75.7		)
Net income	265.2			214.2
Net (income)/loss attributable to noncontrolling interests in consolidated entities	(11.3		)	(2.2		)
Net income attributable to Invesco Ltd.	253.9			212.0
Earnings per share:
-basic		$0.62			$0.52
-diluted		$0.62			$0.52
Dividends declared per share		$0.29			$0.28

See accompanying notes.

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Invesco Ltd .

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)



	Three months ended March 31,
$ in millions	2018		2017
Net income	265.2		214.2
Other comprehensive income/(loss), net of tax:
Currency translation differences on investments in foreign subsidiaries	64.6		62.6
Other comprehensive income/(loss), net of tax	(1.6	)	3.0
Other comprehensive income/(loss)	63.0		65.6
Total comprehensive income/(loss)	328.2		279.8
Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities	(11.3	)	(2.2	)
Comprehensive income/(loss) attributable to Invesco Ltd.	316.9		277.6

See accompanying notes.

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Invesco Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Three months ended March 31,
$ in millions	2018		2017
Operating activities:
Net income	265.2		214.2
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Amortization and depreciation	33.6		26.3
Share-based compensation expense	40.9		49.2
Other (gains)/losses, net	5.4		(6.2	)
Other (gains)/losses of CIP, net	(8.8	)	(10.9	)
Equity in earnings of unconsolidated affiliates	(9.7	)	(17.7	)
Distributions from equity method investees	0.9		6.8
Changes in operating assets and liabilities:
(Purchase)/sale of investments by CIP, net	3.2		(88.5	)
(Purchase)/sale of investments, net	(31.8	)	154.9
(Increase)/decrease in receivables	26.4		(1,157.7	)
Increase/(decrease) in payables	(377.5	)	956.1
Net cash provided by/(used in) operating activities	(52.2	)	126.5
Investing activities:
Purchase of property, equipment and software	(20.6	)	(27.1	)
Purchase of investments by CIP	(938.6	)	(1,735.4	)
Sale of investments by CIP	661.2		1,683.9
Purchase of investments	(28.8	)	(34.7	)
Sale of investments	29.0		66.4
Capital distributions from equity method investees	—		3.1
Net cash provided by/(used in) investing activities	(297.8	)	(43.8	)
Financing activities:
Purchases of treasury shares	(39.3	)	(52.5	)
Dividends paid	(119.6	)	(114.8	)
Third-party capital invested into CIP	95.6		159.5
Third-party capital distributed by CIP	(29.0	)	(26.3	)
Borrowings of debt by CIP	53.0		940.0
Repayments of debt by CIP	(1.9	)	(1,116.7	)
Net borrowings/(repayments) under credit facility	—		(9.3	)
Payment of contingent consideration	(3.4	)	(3.6	)
Net cash provided by/(used in) financing activities	(44.6	)	(223.7	)
Increase/(decrease) in cash and cash equivalents	(394.6	)	(141.0	)
Foreign exchange movement on cash and cash equivalents	37.5		14.4
Foreign exchange movement on cash and cash equivalents of CIP	1.0		—
Net cash inflows (outflows) upon consolidation/deconsolidation of CIP	(39.3	)	(10.9	)
Cash and cash equivalents, beginning of period	2,517.7		2,070.2
Cash and cash equivalents, end of period	2,122.3		1,932.7

Cash and cash equivalents	1,861.5		1,397.0
Cash and cash equivalents of CIP	260.8		535.7
Total cash and cash equivalents per consolidated statement of cash flows	2,122.3		1,932.7

See accompanying notes.

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Invesco Ltd.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)



	Equity Attributable to Invesco Ltd.
$ in millions	Co mmon Shares	Additional Paid-in-Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Equity Attributable to Invesco Ltd.		Nonredeemable Noncontrolling Interests in Consolidated Entities	Total Permanent Equity		Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2018	98.1	6,282.0		(2,781.9	)	5,489.1		(391.2	)	8,696.1		259.5	8,955.6		243.2
Adjustment for adoption of ASU 2016-01	—	—		—		3.2		(3.2	)	—		—	—		—
January 1, 2018, as adjusted	98.1	6,282.0		(2,781.9	)	5,492.3		(394.4	)	8,696.1		259.5	8,955.6		243.2
Net income	—	—		—		253.9		—		253.9		7.3	261.2		4.0
Other comprehensive income	—	—		—		—		63.0		63.0		—	63.0		—
Change in noncontrolling interests in consolidated entities, net	—	—		—		—		—		—		27.9	27.9		33.8
Dividends	—	—		—		(119.6	)	—		(119.6	)	—	(119.6	)	—
Employee share plans:
Share-based compensation	—	40.9		—		—		—		40.9		—	40.9		—
Vested shares	—	(105.6	)	105.6		—		—		—		—	—		—
Other share awards	—	0.1		0.2		—		—		0.3		—	0.3		—
Purchase of shares	—	—		(39.3	)	—		—		(39.3	)	—	(39.3	)	—
March 31, 2018	98.1	6,217.4		(2,715.4	)	5,626.6		(331.4	)	8,895.3		294.7	9,190.0		281.0

See accompanying notes.

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Invesco Ltd.

Consolidated Statements of Changes in Equity (continued)

(Unaudited)



	Equity Attributable to Invesco Ltd.
$ in millions	Co mmon Shares	Additional Paid-in-Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Income		Total Equity Attributable to Invesco Ltd.		Nonredeemable Noncontrolling Interests in Consolidated Entities		Total Permanent Equity		Redeemable Noncontrolling Interests in Consolidated Entities Temporary Equity
January 1, 2017	98.1	6,227.4		(2,845.8	)	4,833.4		(809.3	)	7,503.8		108.0		7,611.8		283.7
Net income	—	—		—		212.0		—		212.0		(3.5	)	208.5		5.7
Other comprehensive income	—	—		—		—		65.6		65.6		—		65.6		—
Change in noncontrolling interests in consolidated entities, net	—	—		—		—		—		—		65.4		65.4		(81.7	)
Dividends	—	—		—		(114.8	)	—		(114.8	)	—		(114.8	)	—
Employee share plans:
Share-based compensation	—	49.2		—		—		—		49.2		—		49.2		—
Vested shares	—	(109.0	)	109.0		—		—		—		—		—		—
Purchase of shares	—	—		(52.5	)	—		—		(52.5	)	—		(52.5	)	—
March 31, 2017	98.1	6,167.6		(2,789.3	)	4,930.6		(743.7	)	7,663.3		169.9		7,833.2		207.7

See accompanying notes.

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Invesco Ltd.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1 . ACCOUNTING POLICIES

Corporate Information

Invesco Ltd. (Parent) and all of its consolidated entities (collectively, the company or Invesco) provide retail and institutional clients with an array of global 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, 2017 (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 Securities and Exchange Commission and consolidate the financial statements of the Parent and all of its controlled subsidiaries. In the opinion of management, the financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair statement 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.

Accounting Pronouncements Recently Adopted

Revenue Recognition. On January 1, 2018 the company adopted Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which revised revenue accounting rules through the creation of Accounting Standard Codification Topic 606 (ACS 606) and expanded the disclosure requirements. The company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective transition method applied to contracts that were not complete as of that date. Under this method, entities are required to report any effect from adoption as a cumulative effect adjustment to retained earnings at the adoption date. The adoption of the standard did not have an effect on opening retained earnings, net income or earnings per share measures. The impact of ASU 2014-09 on the timing of recognition of performance fee revenues may result in future performance fees being recognized earlier under ASU 2014-09, but this will depend on the terms and conditions in the relevant agreement.

The application of the new principal versus agent guidance in ASU 2014-09 resulted in presentation changes in the Consolidated Statements of Income whereby certain costs are now reported on a gross basis, when Invesco is acting as principal, and reported on a net basis, when Invesco is acting as an agent. In accordance with the ASU 2014-09 requirements, the disclosure of the impact of adoption on the Condensed Consolidated Statements of Income was as follows (in millions):

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$ in millions	Three months ended March 31, 2018
Condensed Consolidated Statements of Income	As Reported	Adjustments Related to Adoption of ASC 606		Balances Without Adoption of ASC 606
Operating revenues:
Investment management fees	1,043.7	53.8		1,097.5
Service and distribution fees	246.1	(32.4	)	213.7
Performance fees	9.1	—		9.1
Other	56.9	(41.0	)	15.9
Total operating revenues	1,355.8	(19.6	)	1,336.2

Operating expenses:
Third-party distribution, service and advisory	419.1	(23.8	)	395.3
Employee compensation	390.4	—		390.4
Marketing	28.1	—		28.1
Property, office and technology	102.2	—		102.2
General and administrative	94.9	4.2		99.1
Total operating expenses	1,034.7	(19.6	)	1,015.1
Operating income	321.1	—		321.1

Financial Instruments. On January 1, 2018, the company adopted Accounting Standards Update 2016-01, "Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" (ASU 2016-01). Under the new standard, all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) will generally be measured at fair value with any changes recognized in earnings. ASU 2016-01 requires a modified retrospective approach to adoption. Accumulated gains of $3.2 million were reclassified into retained earnings at adoption date. With effect from the adoption of ASU 2016-01, seed money, investments held to settle the company's deferred compensation plan liabilities, and other equity securities are no longer categorized as trading investments or available-for-sale investments but instead are referred to as "equity investments," and all gains or losses arising from changes in the fair value of these equity investments will be included in income. Prior period balances have been conformed to be presented as "equity investments," however the prior period treatment of gains or losses arising from changes in the fair value of the investments was retained. As ASU 2016-01 required a modified retrospective approach to adoption, available-for-sale seed money balances of $69.3 million at December 31, 2017 , are presented as "equity investments" to conform to the current period presentation of seed money; however, the related accounting basis in that period was available-for-sale.

Statement of Cash Flows. On January 1, 2018, the company adopted Accounting Standards Update 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments" (ASU 2016-15), which clarified how certain cash receipts and cash payments are classified and presented on the Statement of Cash Flows, including distributions from equity method investees. The amendments require a retrospective approach to adoption. As a result of adopting this standard, $6.2 million was reclassified from net cash provided by/(used in) investing activities to net cash provided by/(used in) operating activities for the three months ended March 31, 2017.

On January 1, 2018, the company adopted Accounting Standards Update 2016-18, “Statement of Cash Flows: Restricted Cash” (ASU 2016-18). The standard requires the inclusion of restricted cash within cash and cash equivalents when reconciling the beginning and ending cash and cash equivalents balances on the statements of cashflows. ASU 2016-18 requires a retrospective approach to adoption. Accordingly, changes in CIP cash of $195.6 million for the three months ended March 31, 2017 are no longer presented as a component of the company's cash provided by operations as they were reported in the Form 10-Q for the period ended March 31, 2017. These changes in CIP cash are now form part of the reconciliation of corporate cash and CIP cash at the end of the Condensed Consolidated Statements of Cash Flows for the period ended March 31, 2017. The adoption of this standard does not impact corporate cash and cash equivalents.

Pension Costs. On January 1, 2018, the company adopted Accounting Standard Update 2017-07, “Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). The amendments require that the service cost component of net periodic pension costs be recorded within employee compensation expense and the other components of net benefit cost be recorded in other gains and losses, net in the Condensed

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Consolidated Statements of Income. The company utilized a practical expedient that permits an employer to use the amounts disclosed in its pension plan footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation. The application of the new rules results in the reclassification of the non-service cost components of the pension costs/(benefit) to other gains and losses, net, and has no impact to net income. For the three months ended March 31, 2017 , the reclassification decreased operating income by $0.7 million with a corresponding increase to other gains and losses, net.

Other Income. On January 1, 2018, the company adopted Accounting Standard Update 2017-05, "Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (ASU 2017-05). The standard clarified the scope of accounting for gains and losses from the derecognition of nonfinancial assets and added guidance for partial sales of nonfinancial assets. The adoption of this standard did not have a material impact on the company's financial condition, results of operations or cash flows.

Pending Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update 2016-02, “Leases” (ASU 2016-02). The standard requires that lessees recognize lease assets and lease liabilities on the balance sheet for all leases with a lease term greater than 12 months. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018 and requires a modified retrospective approach to adoption. The company plans to adopt ASU 2016-02 on January 1, 2019. The company is currently evaluating the potential impact of this standard which includes performing a review of a sample of lease arrangements. The company has established an international cross-functional team to assist in analyzing and assessing the impact of adopting the new lease accounting guidance.

Revenue Recognition

Revenue is measured and recognized based on the five step process outlined in ASC 606, Revenue from Contracts with Customers. Revenue is determined based on the transaction price negotiated with the customer, net of discounts, value added tax and other sales-related taxes.

Investment management fees are derived from providing professional services to manage client accounts and sponsored investment vehicles. Investment management services are satisfied over time as the services are provided and are typically based upon a percentage of the value of the client’s assets under management. Investment management fees for certain arrangements include fees for distribution and administrative-related services. Any fees collected in advance are deferred and recognized as income over the period in which services are rendered.

Service fees are earned for services rendered relating to fund accounting, transfer agent, administrative and/or other maintenance activities performed for sponsored investment vehicles. All of these services are transferred over time. Service fees are generally based upon a percentage of the value of the assets under management.

The Company provides distribution services to certain sponsored investment vehicles. Fees are generally earned based upon a percentage of the value of the assets under management, as the fee amounts do not crystallize completely upon the sale of a share or unit. Accordingly, the distribution fee revenues are recognized over time as the amount of the fees becomes known. For example, U.S. distribution fees can include 12b-1 fees earned from certain mutual funds to cover allowable sales and marketing expenses for those funds and also include asset-based sales charges paid by certain mutual funds for a period of time after the sale of those funds. Generally, retail products offered outside of the U.S. do not generate a separate distribution fee; the quoted management fee rate is inclusive of these services. The Company also has certain arrangements whereby the distribution fees are paid upon the subscription or redemption of a share or unit.

Performance fee revenues associated with retail funds will fluctuate from period to period and may not correlate with general market changes, since most of the fees are driven by relative performance to the respective benchmark rather than by absolute performance. Performance fee revenues, including carried interests and performance fees related to partnership investments and separate accounts, are generated on certain management contracts when performance hurdles are achieved. Such fee revenues are recorded in operating revenues when the contractual performance criteria have been met and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. Cash receipt of performance fees generally occurs after the performance fee revenue is earned; however, the company may receive, from time-to-time, cash distributions of carried interest before any revenue is earned. Such distributions are reflected as deferred carried interest liabilities within accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. Given the uniqueness of each fee arrangement, performance fee contracts are evaluated on an individual basis to determine the timing of revenue recognition. Performance fees typically arise from investment management activities that were initially undertaken in prior reporting periods.

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Other revenues include fees derived primarily from transaction commissions earned upon the sale of new investments into certain of our funds and fees earned upon the completion of transactions in our real estate and private equity asset groups. Real estate transaction fees are derived from commissions earned through the buying and selling of properties. Private equity transaction fees include commissions associated with the restructuring of, and fees from providing advice to, portfolio companies held by the funds. These transaction fees are recorded in the Condensed Consolidated Statements of Income on the date when Invesco’s services are complete which typically coincides with when the transactions are legally complete.

Principal versus Agent

The company utilizes third party service providers to fulfill certain performance obligations in its revenue agreements. Generally, the company is deemed to be the principal in these arrangements, because the company controls the investment management and other related services before they are transferred to customers. Such control is evidenced by the company’s primary responsibility to customers, the ability to negotiate the third party contract price and select and direct third party service providers, or a combination of these factors. Therefore, investment management and service and distribution fee revenues and the related third party distribution, service and advisory expenses are reported on a gross basis.

Third-party distribution, service and advisory expenses include periodic “renewal” commissions paid to brokers and independent financial advisors for the continuing oversight of their clients' assets over the time they are invested and are payments for the servicing of client accounts. Renewal commissions are calculated based upon a percentage of the AUM value and apply to much of the company's non-U.S. retail operations. As discussed above, the revenues from the company’s U.S. retail operations include 12b-1 distribution fees, which are largely passed through to brokers who sell the funds as third-party distribution expenses along with additional marketing support distribution costs. Both the revenues and the costs are dependent on the underlying AUM of the brokers' clients. Third-party distribution expenses also include the amortization of upfront commissions paid to broker-dealers for sales of fund shares with a contingent deferred sales charge (a charge levied to the investor for client redemption of AUM within a certain contracted period of time). The upfront distribution commissions are amortized over the redemption period. Also included in third-party distribution, service and advisory expenses are sub-transfer agency fees that are paid to third parties for processing client share purchases and redemptions, call center support and client reporting. These costs are reimbursed by the related funds.

2 . FAIR VALUE OF ASSETS AND LIABILITIES

The carrying value and fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CIP is presented in Note 12 , "Consolidated Investment Products." See the company's most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.



	March 31, 2018				December 31, 2017
$ in millions	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and cash equivalents	1,861.5		1,861.5		2,006.4		2,006.4
Equity investments	381.4		381.4		346.6		346.6
Available-for-sale debt investments	11.1		11.1		15.9		15.9
Foreign time deposits *	28.7		28.7		28.6		28.6
Assets held for policyholders	12,902.2		12,902.2		12,444.5		12,444.5
Policyholder payables *	(12,902.2	)	(12,902.2	)	(12,444.5	)	(12,444.5	)
Contingent consideration liability	(53.6	)	(53.6	)	(57.4	)	(57.4	)
Long-term debt *	(2,076.4	)	(2,180.2	)	(2,075.8	)	(2,258.1	)


*	These financial instruments are not measured at fair value on a recurring basis. See the most recently filed Form 10-K for additional information about the carrying and fair values of these financial instruments. Foreign time deposits are measured at cost plus accrued interest, which approximates fair value, and are accordingly classified as Level 2 securities.

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The following table presents, by hierarchy levels, the carrying value of the company's assets and liabilities, including major security type for equity and debt securities, which are measured at fair value on the company's Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017 , respectively:



	As of March 31, 2018
$ in millions	Fair Value Measurements		Quoted 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	818.1		818.1	—	—
Investments:*
Equity investments:
Seed money	264.2		264.2	—	—
Investments related to deferred compensation plans	98.7		98.7	—	—
Other equity securities	18.5		18.5	—	—
Available-for-sale debt investments:
Collateralized loan obligations (CLOs)	4.9		—	4.9	—
Other debt securities	6.2		—	—	6.2
Assets held for policyholders	12,902.2		12,902.2	—	—
Total	14,112.8		14,101.7	4.9	6.2
Liabilities:
Contingent consideration liability	(53.6	)	—	—	(53.6	)
Total	(53.6	)	—	—	(53.6	)



	As of December 31, 2017
$ in millions	Fair Value Measurements		Quoted 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	875.5		875.5	—	—
Investments:*
Equity investments:
Seed money	243.0		243.0	—	—
Investments related to deferred compensation plans	92.3		92.3	—	—
Other equity securities	11.3		11.3	—	—
Available-for-sale debt investments:
CLOs	6.0		—	6.0	—
Other debt securities	9.9		—	—	9.9
Assets held for policyholders	12,444.5		12,444.5	—	—
Total	13,682.5		13,666.6	6.0	9.9
Liabilities:
Contingent consideration liability	(57.4	)	—	—	(57.4	)
Total	(57.4	)	—	—	(57.4	)

Foreign time deposits of $28.7 million ( December 31, 2017 : $28.6 million ) are excluded from this table. Equity method and other investments of $286.6 million and $5.8 million , respectively, ( December 31, 2017 : $277.3 million and $6.2 million , respectively) are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

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The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets and liabilities during the three months ended March 31, 2018 and March 31, 2017 , which are valued using significant unobservable inputs:



	Three months ended March 31, 2018
$ in millions	Contingent Consideration Liability		Other Debt Securities
Beginning balance	(57.4	)	9.9
Net unrealized gains and losses included in other gains and losses, net*	0.4		(3.2	)
Disposition/settlements	3.4		—
Other	—		(0.5	)
Ending balance	(53.6	)	6.2



	Three months ended March 31, 2017
$ in millions	Contingent Consideration Liability		CLOs		Other Debt Securities
Beginning balance	(78.2	)	12.9		13.2
Purchases/acquisitions	—		—		7.3
Net unrealized gains and losses included in other gains and losses, net*	0.5		—		—
Disposition/settlements	3.6		—		(7.6	)
Transfer from level 3 to level 2	—		(12.9	)	—
Ending balance	(74.1	)	—		12.9

_______________


*	These unrealized gains and losses are attributable to balances still held at the respective period ends.

Contingent Consideration Liability

At March 31, 2018 inputs used in the model included assumed growth rates in AUM ranging from (2.34)% to 0.74% (weighted average growth rate of (0.03)% ) and a discount rate of 4.47% . Changes in fair value are recorded in other gains and losses, net in the Condensed Consolidated Statements of Income in the period incurred. An increase in AUM levels and/or a decrease in the discount rate would increase the fair value of the contingent consideration liability, while a decrease in forecasted AUM and/or an increase in the discount rate would decrease the liability.

3 . INVESTMENTS

The disclosures below include details of the company's investments. Investments held by CIP are detailed in Note 12 , "Consolidated Investment Products."



$ in millions	March 31, 2018	December 31, 2017
Equity investments:
Seed money	264.2	243.0
Investments related to deferred compensation plans	98.7	92.3
Other equity securities	18.5	11.3
Available-for-sale debt investments:
CLOs	4.9	6.0
Other debt securities	6.2	9.9
Equity method investments	286.6	277.3
Foreign time deposits	28.7	28.6
Other	5.8	6.2
Total investments	713.6	674.6

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Available for sale debt investments

Upon adoption of ASU 2016-01, as of January 1, 2018, seed money investments formerly classified as available-for-sale are now included as equity investments. Realized gains and losses recognized in the Condensed Consolidated Statements of Income during the period from investments classified as available-for-sale are as follows:



	For the three months ended March 31, 2018
$ in millions	Proceeds from Sales	Gross Realized Gains	Gross Realized Losses
CLOs	2.6	—	—
Other debt securities	0.2	—	(0.1	)
	2.8	—	(0.1	)



	For the three months ended March 31, 2017
$ in millions	Proceeds from Sales	Gross Realized Gains	Gross Realized Losses
Seed money	34.2	1.6	(1.3	)
CLOs	2.0	0.3	—
Other debt securities	7.6	—	—
	43.8	1.9	(1.3	)

Gross unrealized holding gains and losses recognized in other accumulated other comprehensive income/(loss) from available-for-sale debt investments are presented in the tables below:



	March 31, 2018
$ in millions	Cost	Gross Unrealized Holding Gains	Gross Unrealized Holding Losses		Fair Value
CLOs	3.5	1.4	—		4.9
Other debt securities	6.4	—	(0.2	)	6.2
	9.9	1.4	(0.2	)	11.1



	December 31, 2017
$ in millions	Cost	Gross Unrealized Holding Gains	Gross Unrealized Holding Losses		Fair Value
Seed money	65.1	5.5	(1.3	)	69.3
CLOs	4.9	1.1	—		6.0
Other debt securities	9.9	—	—		9.9
	79.9	6.6	(1.3	)	85.2

At December 31, 2017 : 50 seed money funds had incurred gross unrealized holding losses. The following table provides a breakdown of the unrealized losses.



	December 31, 2017
$ in millions	Fair Value	Gross Unrealized Losses
Less than 12 months	9.4	(0.8	)
12 months or greater	15.0	(0.5	)
Total	24.4	(1.3	)

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Available-for-sale debt securities as of March 31, 2018 by maturity, are set out below:



	Available-for-Sale (Fair Value)
Less than one year	6.2
One to five years	0.5
Five to ten years	4.4
Greater than ten years	—
Total available-for-sale	11.1

Equity investments

The unrealized gains and losses for the three months ended March 31, 2018 , that relates to equity investments still held at March 31, 2018 , was a $0.2 million net gain ( three months ended March 31, 2017 : $4.8 million net gain related to trading investments held at March 31, 2017).

4 . LONG-TERM DEBT

The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 12 , “Consolidated Investment Products.”



	March 31, 2018		December 31, 2017
$ in millions	Carrying Value**	Fair Value	Carrying Value**	Fair Value
Floating rate credit facility expiring August 11, 2022	—	—	—	—
Unsecured Senior Notes*:
$600 million 3.125% - due November 30, 2022	597.0	603.6	596.9	608.8
$600 million 4.000% - due January 30, 2024	594.3	617.9	594.0	634.7
$500 million 3.750% - due January 15, 2026	495.2	501.4	495.1	515.0
$400 million 5.375% - due November 30, 2043	389.9	457.3	389.8	499.6
Long-term debt	2,076.4	2,180.2	2,075.8	2,258.1

____________


*	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.


**	The difference between the principal amounts and the carrying values of the senior notes in the table above reflect the unamortized debt issuance costs and discounts.

The company maintains approximately $10.1 million in letters of credit from a variety of banks. The letters of credit are generally one -year automatically-renewable facilities and are maintained for various commercial reasons.

5 . SHARE CAPITAL

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



	As of
In millions	March 31, 2018		December 31, 2017
Common shares issued	490.4		490.4
Less: Treasury shares for which dividend and voting rights do not apply	(79.6	)	(83.3	)
Common shares outstanding	410.8		407.1

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6 . OTHER COMPREHENSIVE INCOME/(LOSS)

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



	For the three months ended March 31, 2018
$ in millions	Foreign currency translation		Employee benefit plans		Equity method investments		Available-for-sale investments		Total
Other comprehensive income/(loss) net of tax:
Currency translation differences on investments in foreign subsidiaries	64.6		—		—		—		64.6
Other comprehensive income, net	—		0.4		(2.3	)	0.3		(1.6	)
Other comprehensive income/(loss), net of tax	64.6		0.4		(2.3	)	0.3		63.0

Beginning balance	(290.5	)	(109.7	)	4.3		4.7		(391.2	)
Adjustment for adoption of ASU 2016-01	—		—		—		(3.2	)	(3.2	)
January 1, 2018, as adjusted	(290.5	)	(109.7	)	4.3		1.5		(394.4	)
Other comprehensive income/(loss), net of tax	64.6		0.4		(2.3	)	0.3		63.0
Ending balance	(225.9	)	(109.3	)	2.0		1.8		(331.4	)



	For the three months ended March 31, 2017
$ in millions	Foreign currency translation		Employee benefit plans		Equity method investments	Available-for-sale investments	Total
Other comprehensive income/(loss) net of tax:
Currency translation differences on investments in foreign subsidiaries	62.6		—		—	—	62.6
Other comprehensive income, net	—		0.2		0.3	2.5	3.0
Other comprehensive income/(loss)	62.6		0.2		0.3	2.5	65.6

Beginning balance	(679.9	)	(139.2	)	4.8	5.0	(809.3	)
Other comprehensive income/(loss)	62.6		0.2		0.3	2.5	65.6
Ending balance	(617.3	)	(139.0	)	5.1	7.5	(743.7	)

Net Investment Hedge

The Company designated certain intercompany debt as a non-derivative net investment hedging instrument against foreign currency exposure related to its net investment in foreign operations. At March 31, 2018 , £130.0 million ( $182.5 million ) of intercompany debt was designated as a net investment hedge. For the three months ended March 31, 2018 , the Company recognized foreign currency losses of $6.6 million resulting from the net investment hedge within currency translation differences on investments in foreign subsidiaries in other comprehensive income. No hedge ineffectiveness was recognized in income.

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7 . REVENUE

The geographic disaggregation of revenue for the three months ended March 31, 2018 is presented below. There are no revenues attributed to the company's country of domicile, Bermuda.



$ in millions	For the three months ended March 31, 2018
North America	818.0
EMEA	469.9
Asia-Pacific	67.9
Total operating revenues	1,355.8

The opening and closing balances of deferred carried interest liabilities for the three months ended March 31, 2018 were $60.4 million and $60.4 million , respectively. During the three months ended March 31, 2018 , no performance fee revenue was recognized that was included in the deferred carried interest liability balance at the beginning of the period.

8 . SHARE-BASED COMPENSATION

The company recognized total expenses of $40.9 million and $49.2 million related to equity-settled share-based payment transactions in the three months ended March 31, 2018 and 2017 , respectively.

Share Awards

Movements on share awards during the periods ended March 31 , are detailed below:



	For the three months ended March 31, 2018					For the three months ended March 31, 2017
Millions of shares, except fair values	Time- Vested		Performance- Vested		Weighted Average Grant Date Fair Value ($)	Time- Vested		Performance- Vested
Unvested at the beginning of period	12.0		0.9		31.52	12.1		0.8
Granted during the period	5.1		0.4		32.55	5.1		0.3
Forfeited during the period	(0.1	)	—		31.74	(0.3	)	—
Vested and distributed during the period	(4.2	)	(0.3	)	32.17	(4.4	)	(0.2	)
Unvested at the end of the period	12.8		1.0		31.72	12.5		0.9

The total fair value of shares that vested during the three months ended March 31, 2018 was $142.7 million ( three months ended March 31, 2017 : $145.9 million ). The weighted average grant date fair value of the share awards that were granted during the three months ended March 31, 2018 was $32.55 ( three months ended March 31, 2017 : $32.19 ).

At March 31, 2018 , there was $403.2 million of total unrecognized compensation cost related to non-vested share awards; that cost is expected to be recognized over a weighted average period of 2.93 years .

9 . TAXATION

At March 31, 2018 , the total amount of gross unrecognized tax benefits was $19.2 million as compared to the December 31, 2017 total of $19.6 million . At December 31, 2017 , the company had not completed the accounting for the tax effects of enacting the Tax Cuts and Jobs Act (the "2017 Tax Act") and therefore recognized a provisional income tax benefit of $130.7 million . As of March 31, 2018 , the company continues to evaluate the accounting and as future guidance is issued, management finalizes its positions, and calculations are refined the estimates could potentially be affected.

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10 . EARNINGS PER SHARE

The calculation of earnings per share is as follows:



	For the three months ended March 31,
In millions, except per share data	2018			2017
Net income		$265.2			$214.2
Net (income)/loss attributable to noncontrolling interests in consolidated entities	(11.3		)	(2.2		)
Net income attributable to Invesco Ltd.	253.9			212.0
Less: Allocation of earnings to restricted shares	(7.5		)	(6.4		)
Net income attributable to common shareholders		$246.4			$205.6

Invesco Ltd:
Weighted average shares outstanding - basic	411.3			407.7
Dilutive effect of non-participating share-based awards	0.5			0.3
Weighted average shares outstanding - diluted	411.8			408.0

Common shareholders:
Weighted average shares outstanding - basic	411.3			407.7
Less: Weighted average restricted shares	(12.2		)	(12.2		)
Weighted average common shares outstanding - basic	399.1			395.5
Dilutive effect of non-participating share-based awards	0.5			0.3
Weighted average common shares outstanding - diluted	399.6			395.8

Earnings per share:
Basic earnings per share		$0.62			$0.52
Diluted earnings per share		$0.62			$0.52

See Note 8 , “Share-Based Compensation,” for a summary of share awards outstanding under the company's share-based compensation programs. These programs could result in the issuance of common shares from time to time that would affect the measurement of basic and diluted earnings per share.

There were no performance-vested or time-vested awards excluded from the computation of diluted earnings per share during the three months ended March 31 , 2018 due to their inclusion being anti-dilutive ( three months ended March 31, 2017 : 0.3 million shares of performance-vested awards and no time-vested based awards ). There were 0.1 million contingently issuable shares excluded from the diluted earnings per share computation during the three months ended March 31, 2018 ( three months ended March 31, 2017 : 0.2 million ), because the necessary performance conditions for the shares to be issuable had not yet been satisfied at the end of the respective period.

11 . COMMITMENTS AND CONTINGENCIES

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

Off Balance Sheet Commitments

The company has committed to co-invest in certain sponsored investment products which may be called in future periods. At March 31, 2018 , the company's undrawn capital commitments were $298.8 million ( December 31, 2017 : $292.8 million ).

The Parent and various company subsidiaries have entered into agreements with financial institutions to guarantee certain obligations of other company subsidiaries. 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 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 will have on the company. There are many reasons that the company cannot make these assessments, including, among others, one or more of the

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following: the proceeding is in its early stages; 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.

In management’s opinion, adequate accrual has been made as of March 31, 2018 to provide for any such losses that may arise from matters for which the company could reasonably estimate an amount. Management is of the opinion that the ultimate resolution of such claims will not materially affect the company’s business, financial position, results of operation or liquidity. Furthermore, in management’s opinion, it is not possible to estimate a range of reasonably possible losses with respect to other litigation contingencies.

The investment management industry also is subject to extensive levels of ongoing regulatory oversight and examination. In the United States, United Kingdom, and other 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 and related entities and individuals in the United States, United Kingdom, and other jurisdictions in which the company and its affiliates operate. Any material loss of investor and/or client confidence as a result of such inquiries and/or litigation could result in a significant decline in AUM, which would have an adverse effect on the company’s future financial results and its ability to grow its business.

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12 . CONSOLIDATED INVESTMENT PRODUCTS (CIP)

The following table presents the balances related to CIP that are included on the Condensed Consolidated Balance Sheets as well as Invesco's net interest in the CIP for each period presented. At March 31, 2018 all CIP are VIEs. See the company's most recently filed Form 10-K for additional disclosures on valuation methodology and fair value.



	As of
$ in millions	March 31, 2018		December 31, 2017
Cash and cash equivalents of CIP	260.8		511.3
Accounts receivable and other assets of CIP	157.5		131.5
Investments of CIP	5,453.5		5,658.0
Less: Debt of CIP	(4,502.7	)	(4,799.8	)
Less: Other liabilities of CIP	(349.5	)	(498.8	)
Less: Retained earnings	16.0		16.7
Less: Accumulated other comprehensive income, net of tax	(15.9	)	(16.6	)
Less: Equity attributable to redeemable noncontrolling interests	(281.0	)	(243.2	)
Less: Equity attributable to nonredeemable noncontrolling interests	(293.7	)	(258.6	)
Invesco's net interests in CIP	445.0		500.5

The following tables reflect the impact of consolidation of investment products into the Condensed Consolidated Statements of Income for the three months ended March 31 , 2018 and 2017 :



	Three months ended March 31,
$ in millions	2018		2017
Total operating revenues	(7.0	)	(13.2	)
Total operating expenses	3.2		(1.2	)
Operating income	(10.2	)	(12.0	)
Equity in earnings of unconsolidated affiliates	(4.2	)	1.5
Other gains and losses, net	(0.9	)	(10.1	)
Interest and dividend income of CIP	57.8		53.8
Interest expense of CIP	(39.4	)	(36.2	)
Other gains/(losses) of CIP, net	8.8		10.9
Income before income taxes	11.9		7.9
Income tax provision	—		—
Net income	11.9		7.9
Net (income)/loss attributable to noncontrolling interests in consolidated entities	(11.3	)	(2.2	)
Net income attributable to Invesco Ltd.	0.6		5.7

Non-consolidated VIEs

At March 31, 2018 , the company's carrying value and maximum risk of loss with respect to VIEs in which the company is not the primary beneficiary was $242.7 million ( December 31, 2017 : $227.3 million ).

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Balance Sheet information - newly consolidated VIEs/VOEs

During the three months ended March 31, 2018 , there were no newly consolidated VIEs ( March 31, 2017 : the company consolidated two new VIEs.) The table below illustrates the summary balance sheet amounts related to these products before consolidation into the company. The balances below are reflective of the balances existing at the consolidation date after the initial funding of the investments by the company and unrelated third-party investors. The current period activity for the consolidated funds, including the initial funding and subsequent investment of initial cash balances into underlying investments of CIP, is reflected in the company’s Condensed Consolidated Financial Statements.



	For the three months ended March 31, 2017
$ in millions	VIEs
Cash and cash equivalents of CIP	8.2
Accounts receivable and other assets of CIP	1.3
Investments of CIP	45.8
Total assets	55.3

Debt of CIP	15.1
Other liabilities of CIP	13.7
Total liabilities	28.8
Total equity	26.5
Total liabilities and equity	55.3

During the three months ended March 31, 2018 , the company determined that it was no longer the primary beneficiary of two VIEs ( March 31, 2017 : the company determined that it was no longer the primary beneficiary of two VIEs and one voting rights entity (VOE)). The amounts deconsolidated from the Condensed Consolidated Balance Sheets are illustrated in the table below. There was no net impact to the Condensed Consolidated Statements of Income for the three months ended March 31, 2018 and 2017 from the deconsolidation of these investment products.



	For the three months ended March 31, 2018	For the three months ended March 31, 2017
$ in millions	VIEs	VIEs	VOEs
Cash and cash equivalents of CIP	39.3	10.9	—
Accounts receivable and other assets of CIP	8.3	3.2	0.2
Investments of CIP	339.9	139.9	49.8
Total assets	387.5	154.0	50.0

Debt of CIP	375.3	—	—
Other liabilities of CIP	3.2	1.9	—
Total liabilities	378.5	1.9	—
Total equity	9.0	152.1	50.0
Total liabilities and equity	387.5	154.0	50.0

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The following tables present the fair value hierarchy levels of certain CIP balances which are measured at fair value as of March 31, 2018 and December 31, 2017 :



	As of March 31, 2018
$ in millions	Fair Value Measurements	Quoted 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	4,693.5	—	4,693.5	—	—
Bonds	296.3	—	296.3	—	—
Equity securities	198.2	196.5	1.7	—	—
Equity and fixed income mutual funds	19.2	19.2	—	—	—
Investments in other private equity funds	165.1	—	—	—	165.1
Real estate investments	81.2	—	—	81.2	—
Total assets at fair value	5,453.5	215.7	4,991.5	81.2	165.1



	As of December 31, 2017
$ in millions	Fair Value Measurements	Quoted 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	4,894.2	—	4,894.2	—	—
Bonds	302.0	—	302.0	—	—
Equity securities	203.2	198.8	4.4	—	—
Equity and fixed income mutual funds	19.0	19.0	—	—	—
Investments in other private equity funds	163.4	—	—	—	163.4
Real estate investments	76.2	—	—	76.2	—
Total assets at fair value	5,658.0	217.8	5,200.6	76.2	163.4

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



	Three months ended March 31, 2018		Three months ended March 31, 2017
$ in millions	Level 3 Assets		Level 3 Assets
Beginning balance	76.2		40.7
Purchases	—		15.1
Sales	(0.7	)	—
Gains and losses included in the Condensed Consolidated Statements of Income*	5.7		(1.0	)
Ending balance	81.2		54.8

____________


*	Included in gains/(losses) of CIP, net in the Condensed Consolidated Statements of Income for the three months ended March 31, 2018 are $5.7 million , in net unrealized gains attributable to investments still held at March 31, 2018 by CIP (for the three months ended March 31, 2017 : $1.0 million , in net unrealized losses are attributable to investments still held at March 31, 2017 by CIP).

The collateral assets held by consolidated CLOs are primarily invested in senior secured bank loans, bonds, and equity securities. Bank loan investments of $4,656.5 million , which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans from a variety of industries, including but not limited to the aerospace and defense, broadcasting, technology, utilities, household products, healthcare, oil and gas, and finance industries. Bank loan investments

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mature at various dates between 2018 and 2026 , pay interest at LIBOR plus a spread of up to 11.0% , and typically range in S&P credit rating categories from BBB down to unrated. Interest income on bank loans and bonds is recognized based on the unpaid principal balance and stated interest rate of these investments on an accrual basis. At March 31, 2018 , the unpaid principal balance exceeds the fair value of the senior secured bank loans and bonds by approximately $52.8 million ( December 31, 2017 : the unpaid principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $84.6 million ). Approximately less than 1% of the collateral assets were in default as of March 31, 2018 and 2017 . CLO investments are valued based on price quotations provided by third party pricing sources. These third party sources aggregate indicative price quotations daily to provide the company with a price for the CLO investments. The company has developed internal controls to review the reasonableness and completeness of these price quotations on a daily basis. If necessary, price quotations are challenged through the third-party pricing source price challenge process.

Notes issued by consolidated CLOs mature at various dates between 2026 and 2031 and have a weighted average maturity of 10.0 years . The notes are issued in various tranches with different risk profiles. The interest rates are generally variable rates based on LIBOR plus a pre-defined spread, which varies from 0.92% for the more senior tranches to 8.25% for the more subordinated tranches. The investors in this debt are not affiliated with the company and have no recourse to the general credit of the company for this debt .

Quantitative Information about Level 3 Fair Value Measurements

The following tables show significant unobservable inputs used in the fair value measurement of level 3 assets at March 31, 2018 and December 31, 2017 :



Assets and Liabilities	Fair Value at March 31, 2018 ($ in millions)	Valuation Technique	Unobservable Inputs	Range		Weighted Average (by fair value)
Real Estate Investments	$81.2	Discounted Cash Flow	Discount rate	7% - 25%		15.0	%
			Terminal capitalization rate	4.25	%	4.25	%
			Average rent growth rate	2% - 3%		2.5	%



Assets and Liabilities	Fair Value at December 31, 2017 ($ in millions)	Valuation Technique	Unobservable Inputs	Range		Weighted Average (by fair value)
Real Estate Investments	$76.2	Discounted Cash Flow	Discount rate	7% - 33%		17.0	%
			Terminal capitalization rate	5.3	%	5.3	%
			Average rent growth rate	2% - 3%		2.5	%

The following narrative will indicate the sensitivity of inputs illustrating the impact of significant increases to the inputs. A directionally opposite impact would apply for significant decreases in these inputs:

•

For real estate investments, a change in the average rent growth rate would result in a directionally-opposite change in the assumptions for discount rate and terminal capitalization rate. Significant increases in the average growth rate would result in significantly higher fair values. Significant increases in the assumptions for discount rate and terminal capitalization rate in isolation would result in significantly lower fair value measurements.

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The table below summarizes as of March 31, 2018 and December 31, 2017 , the nature of investments that are valued using the NAV as a practical expedient and any related liquidation restrictions or other factors which may impact the ultimate value realized.

March 31, 2018

December 31, 2017

in millions, except term data

Fair Value

Total Unfunded Commitments

Weighted Average Remaining Term ⁽²⁾

Fair Value

Total Unfunded Commitments

Weighted Average Remaining Term ⁽²⁾

Private equity funds ⁽¹⁾

$165.1

$39.2

5.9 years

$163.4

$53.9

5.5 years

____________


(1)	These investments are not subject to redemption; however, for certain funds, the investors may sell or transfer their interest, which may require approval by the general partner of the underlying funds.


(2)	These investments are expected to be returned through distributions as a result of liquidations of the funds' underlying assets over the weighted average periods indicated.

For investments held by consolidated private equity funds, significant increases in discounts in isolation would result in significantly lower fair value measurements, while significant increases in revenue multiple assumptions in isolation would result in significantly higher fair value measurements. An increase in discount assumptions would result in a directionally opposite change in the assumptions for revenue multiple, resulting in lower fair value measurements.

13 . RELATED PARTIES

Certain managed funds are deemed to be affiliated entities under the related party definition in ASC 850, "Related Party Disclosures." Additionally, related parties include those defined in the company's proxy statement.



	Three months ended March 31,
$ in millions	2018	2017
Affiliated operating revenues:
Investment management fees	916.1	832.1
Service and distribution fees	245.3	206.1
Performance fees	4.1	8.3
Other	54.8	16.8
Total affiliated operating revenues	1,220.3	1,063.3



$ in millions	March 31, 2018	December 31, 2017
Affiliated asset balances:
Cash and cash equivalents	818.1	875.5
Unsettled fund receivables	387.1	204.0
Accounts receivable	349.8	359.9
Investments	646.0	608.5
Assets held for policyholders	12,901.9	12,444.2
Other assets	3.6	9.2
Total affiliated asset balances	15,106.5	14,501.3

Affiliated liability balances:
Accrued compensation and benefits	79.2	90.7
Accounts payable and accrued expenses	65.3	64.5
Unsettled fund payables	380.9	288.8
Total affiliated liability balances	525.4	444.0

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14 . SUBSEQUENT EVENTS

On April 26, 2018 , the company announced a first quarter 2018 dividend of 30.0 cents per share, payable on June 1, 2018 , to shareholders of record at the close of business on May 11, 2018 with an ex-dividend date of May 10, 2018 .

On April 6, 2018, the company acquired the Guggenheim Investments' ETF business for $1.2 billion . The company borrowed $835 million on its credit facility in connection with the acquisition.

As of the date of this Report, the initial purchase price allocation has not been completed, as the valuation of the identifiable intangible assets has not been finalized. The company expects that the purchase price will be allocated primarily to intangible assets (mainly fund management contracts) and goodwill.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes thereto, which appear elsewhere in this Report. Except for the historical financial information, this Report may include statements that constitute “forward-looking statements” under the United States securities laws. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, geopolitical events and their potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements.

Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in this Report and our most recent Form 10-K filed with the Securities and Exchange Commission ("SEC").

You may obtain these reports from the SEC’s website at www.sec.gov . We expressly disclaim any obligation to update the information in any public disclosure if any forward-looking statement later turns out to be inaccurate.

References

In this Report, unless otherwise specified, the terms “we,” “our,” “us,” “company,” "firm," “Invesco,” and “Invesco Ltd.” refer to Invesco Ltd., a company incorporated in Bermuda, and its subsidiaries.

Executive Overview

The following executive overview summarizes the significant trends affecting our results of operations and financial condition for the periods presented. This overview and the remainder of this management's discussion and analysis supplements and should be read in conjunction with the Condensed Consolidated Financial Statements of Invesco Ltd. and its subsidiaries and the notes thereto contained elsewhere in this Report.

For the three months ended March 31, 2018 , we saw a significant increase in market volatility and mixed returns globally. The period started as a continuation of the prior quarter with strong returns on optimism around US tax reform and positive macroeconomic data. As the quarter progressed, the U.S. saw increased volatility driven by the outlook for rising inflation and fears that potential trade sanctions could impact global growth. The S&P 500 Index set new all-time highs intra-quarter before falling in the latter part of the quarter to end the period down 1.2% . European markets were lifted early in the quarter on strong economic data and an improving growth outlook but turned negative as concerns about the impact from global trade tensions intensified, driving the FTSE 100 down 8.2% for the quarter. In Japan, strong corporate results could not offset the continued strengthening of the Yen and the negative sentiment around global trade policy, with the Nikkei 225 finishing the quarter down 7.1% .

Bond returns for the quarter were mixed as expectations for inflation and a continued rise in interest rates increased while investors dealt with uncertainty on global trade policies. U.S. government bonds were the strongest performer for the quarter

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while corporate and high yield bonds came under pressure resulting in the U.S. Aggregate Bond Index finishing down 1.5% for the quarter.

The table below summarizes returns based on price appreciation/(depreciation) of several major market indices for the three-month periods ended March 31 , 2018 and 2017 :



	Index expressed in currency	Three months ended March 31,
Equity Index	Index expressed in currency	2018		2017
S&P 500	U.S. Dollar	(1.2	)%	5.5	%
FTSE 100	British Pound	(8.2	)%	2.5	%
FTSE 100	U.S. Dollar	(4.9	)%	4.1	%
Nikkei 225	Japanese Yen	(7.1	)%	(1.1	)%
Nikkei 225	U.S. Dollar	(1.7	)%	3.7	%
MSCI Emerging Markets	U.S. Dollar	0.9	%	11.1	%
Bond Index
Barclays U.S. Aggregate Bond	U.S. Dollar	(1.5	)%	0.8	%

The company's financial results are impacted by the strengthening or weakening of the U.S. Dollar against other currencies, as discussed in the "Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations" section and the "Results of Operations" section below.

Our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields.

Invesco benefits from our long-term efforts to ensure a diversified base of AUM. One of Invesco's core strengths, and a key differentiator for the company within the industry, is our broad diversification across client domiciles, asset classes and distribution channels. Our geographical diversification recognizes growth opportunities in different parts of the world. This broad diversification mitigates the impact on Invesco of different market cycles and enables the company to take advantage of growth opportunities in various markets and channels.

The Markets in Financial Instrument Directive (MiFID II) became effective in Europe in January 2018. Invesco is committed to ensuring our investment professionals have access to the external research market in order to achieve our long-term investment performance goals. Beginning in January 2018, external research costs incurred for MiFID II impacted funds and client accounts in Europe have been absorbed by the company and are not material to the company's financial statements.

O n April 6, 2018 the company completed its previously announced acquisition of Guggenheim Investments’ exchange-traded funds (ETF) business, which consists of $38.1 billion of assets under management (at date of acquisition). The acquisition strengthens Invesco’s market-leading ETF capabilities as well as the firm’s efforts to meet the needs of institutional and retail clients in the U.S. and across the globe, which will contribute further to the growth and long-term success of the business. With this acquisition, Invesco’s ETF assets under management total $211.8 billion globally (as of March 31, 2018). The aggregate purchase price paid by Invesco upon completion of the transaction was $1.2 billion.

On December 22, 2017, the 2017 Tax Act was signed into law. The 2017 Tax Act, among other items, reduces the federal corporate tax rate from 35% to 21% effective January 1, 2018. Our intention is to use the additional cash flow generated from the lower tax rate first to reduce the outstanding balance on the credit facility resulting from the Guggenheim acquisition. After the credit facility balance is reduced, any residual excess will follow our capital management priorities.

Invesco continues to demonstrate its commitment to supporting financial advisors with industry leading tools and resources, such as Jemstep, as we believe these areas are key to delivering superior investment experiences. The range of investment capabilities available through Jemstep are broad across the firm's active, alternative and ETF offerings. Additionally, Jemstep offers open architecture to help advisors provide customized solutions for clients. As a market-leading provider of digital solutions, Jemstep continues to expand its capabilities and market presence, and is an integral part of Invesco's growth strategy.

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In addition, during the first quarter of 2018 :


•	Seven Invesco Canada funds were recognized at the Fundata Fund Grade A+ Awards, for an exceptional performance rating over the entire previous calendar year.


•	Invesco launched PowerShares 1-5 Year Laddered All Government Bond Index ETF (PGB) which provides enhanced yield through a portfolio of investment grade government bonds, including agency, provincial and municipal issues.


•	Invesco Perpetual Asian Fund was featured by AJ Bell Investments, one of the UK’s largest providers of on-line investment platforms and stockbroker services.


•	Invesco launched the Invesco Sustainable Allocation Fund and the Invesco Global High Yield Short Term Bond Fund, both Luxembourg domiciled UCITS to register widely across Europe.


•	Invesco Perpetual has been voted as Fund Manager of the Year in the annual Tenet Survey for the fourth year running.


•	Asia Equity ex Japan fund was the winner of the Thomson Reuters Lipper UK Fund Awards 2018 for Best Asia Fund over 3 years.


•	Invesco Taiwan launched the Invesco Fixed Maturity Bonds Umbrella, which raised a total of US$460 million in 34 working days since inception, setting a record for Taiwan’s asset management industry.


•	Invesco launched the Invesco Belt and Road Fund on March 1, 2018. The fund is the first Hong-Kong registered fixed income product providing investors a platform to capture investment opportunities driven by the Chinese government’s “Belt and Road” initiative.

One of the company's strategic objectives is to harness the power of our global platform by improving effectiveness and efficiency by allocating our resources to the opportunities that will best benefit clients and our business. During 2018, the company has continued our efforts to transform several key business support functions to become more effective and efficient by leveraging shared service centers, outsourcing, automation of key processes and optimization of the company's office footprint. Consistent with this objective, business optimization charges of $8.2 million were recorded during the three months ended March 31, 2018 . Total costs of these initiatives at completion are estimated to be approximately $158 million , of which $27 million related to a large-scale outsourcing project remains to be incurred through 2018. At the end of the first quarter 2018 , this initiative has produced annualized run-rate expense savings of approximately $45 million , and by completion in 2018, the annualized run-rate savings is expected to be up to $65 million .

Presentation of Management's Discussion and Analysis of Financial Condition and Results of Operations - Impact of Consolidated Investment Products

The company provides investment management services to, and has transactions with, various retail mutual funds and similar entities, private equity, real estate, fund-of-funds, collateralized loan obligation products (CLOs), and other investment entities sponsored by the company for the investment of client assets in the normal course of business. The company serves as the investment manager, making day-to-day investment decisions concerning the assets of the products. Investment products that are consolidated are referred to in this Form 10-Q (Report) as consolidated investments products (CIP). CIP includes all variable and voting interest entities, as applicable. The company's economic risk with respect to each investment in CIP is limited to its equity ownership and any uncollected management and performance fees. See also Note 12 , "Consolidated Investment Products," for additional information regarding the impact of the consolidation of managed funds.

The majority of the company's CIP balances are CLO-related. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company's direct investments in, and management and performance fees generated from, the CLOs. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be company assets. Likewise, the investors in the CLOs have no recourse to the general credit of the company for the notes issued by the CLOs. The company therefore does not consider this debt to be a company liability.

The impact of CIP is so significant to the presentation of the company’s Condensed Consolidated Financial Statements that the company has elected to deconsolidate these products in its non-GAAP disclosures. The following discussion therefore combines the results presented under U.S. generally accepted accounting principles (U.S. GAAP) with the company’s non-GAAP presentation. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains four distinct sections, which follows the AUM discussion:


•	Results of Operations ( three months ended March 31, 2018 compared to three months ended March 31, 2017 );


•	Schedule of Non-GAAP Information;


•	Balance Sheet Discussion; and


•	Liquidity and Capital Resources.

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Wherever a non-GAAP measure is referenced, a disclosure will follow in the narrative or in the note referring the reader to the Schedule of Non-GAAP Information, where additional details regarding the use of the non-GAAP measure by the company are disclosed, along with reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures. To further enhance the readability of the Results of Operations section, separate tables for each of the revenue, expense, and other income and expenses (non-operating income/expense) sections of the income statement introduce the narrative that follows, providing a section-by-section review of the company’s income statements for the periods presented.

Summary Operating Information

Summary operating information is presented in the table below:



$ in millions, other than per share amounts, operating margins and AUM	Three months ended March 31,
U.S. GAAP Financial Measures Summary	2018		2017
Operating revenues	1,355.8		1,192.6
Operating income	321.1		257.9
Operating margin	23.7	%	21.6	%
Net income attributable to Invesco Ltd.	253.9		212.0
Diluted EPS	0.62		0.52

Non-GAAP Financial Measures Summary
Net revenues ⁽¹⁾	958.0		867.1
Adjusted operating income ⁽²⁾	357.3		326.4
Adjusted operating margin ⁽²⁾	37.3	%	37.6	%
Adjusted net income attributable to Invesco Ltd. ⁽³⁾	273.9		250.5
Adjusted diluted EPS ⁽³⁾	0.67		0.61

Assets Under Management
Ending AUM (billions)	934.2		834.8
Average AUM (billions)	951.3		829.8

_________


(1)	Net revenues is a non-GAAP financial measure. Net revenues are operating revenues plus our proportional share of the net revenues of our joint venture investments, less third-party distribution, service and advisory expenses, plus management and performance fees earned from CIP. See "Schedule of Non-GAAP Information," for the reconciliation of operating revenues to net revenues.

(2)

Adjusted operating income and adjusted operating margin are non-GAAP financial measures. Adjusted operating margin is adjusted operating income divided by net revenues. Adjusted operating income includes operating income plus our proportional share of the net operating income of our joint venture investments, the operating income impact of the consolidation of investment products, business combination-related adjustments, compensation expense related to market valuation changes in deferred compensation plans, and other reconciling items. See "Schedule of Non-GAAP Information," for the reconciliation of operating income to adjusted operating income.

(3)

Adjusted net income attributable to Invesco Ltd. and adjusted diluted EPS are non-GAAP financial measures. Adjusted net income attributable to Invesco Ltd. is net income attributable to Invesco Ltd. adjusted to exclude the impact of CIP on net income attributable to Invesco Ltd., add back business combination-related adjustments, the net income impact of deferred compensation plans and other reconciling items. Adjustments made to net income attributable to Invesco Ltd. are tax-effected in arriving at adjusted net income attributable to Invesco Ltd. By calculation, adjusted diluted EPS is adjusted net income attributable to Invesco Ltd. divided by the weighted average number of shares outstanding (for diluted EPS). See "Schedule of Non-GAAP Information," for the reconciliation of net income attributable to Invesco Ltd. to adjusted net income attributable to Invesco Ltd.

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Investment Capabilities Performance Overview

Invesco's first strategic priority is to achieve strong investment performance over the long-term for our clients. The table below presents the one-, three- and five-year performance of our actively managed investment products measured by the percentage of AUM ahead of benchmark and AUM in the top half of peer group. ⁽¹⁾



	Benchmark Comparison						Peer Group Comparison
	% of AUM Ahead of Benchmark						% of AUM In Top Half of Peer Group
	1yr		3yr		5yr		1yr		3yr		5yr
Equities
U.S. Core	20	%	10	%	13	%	25	%	6	%	7	%
U.S. Growth	40	%	27	%	83	%	36	%	36	%	83	%
U.S. Value	57	%	47	%	52	%	40	%	47	%	51	%
Sector Funds	45	%	29	%	22	%	22	%	22	%	19	%
U.K.	13	%	7	%	100	%	9	%	7	%	15	%
Canadian	5	%	11	%	29	%	0	%	11	%	11	%
Asian	62	%	71	%	90	%	68	%	89	%	87	%
Continental European	95	%	98	%	99	%	77	%	74	%	98	%
Global	65	%	63	%	65	%	61	%	72	%	84	%
Global Ex U.S. and Emerging Markets	11	%	26	%	77	%	2	%	19	%	10	%
Fixed Income
Money Market	99	%	99	%	99	%	97	%	98	%	97	%
U.S. Fixed Income	89	%	89	%	87	%	81	%	75	%	84	%
Global Fixed Income	82	%	74	%	67	%	77	%	40	%	53	%
Stable Value	100	%	100	%	100	%	100	%	100	%	100	%
Other
Alternatives	83	%	86	%	74	%	46	%	86	%	56	%
Balanced	48	%	48	%	51	%	40	%	92	%	90	%

_____________________________

(1)

AUM measured in the one-, three-, and five-year peer group rankings represents 56%, 55%, and 52% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one-, three-, and five-year basis represents 70%, 67%, and 62% of total Invesco AUM, respectively, as of March 31, 2018. Peer group rankings are sourced from a widely-used third party ranking agency in each fund's market (Lipper, Morningstar, IA, Russell, Mercer, eVestment Alliance, SITCA, Value Research) and are asset-weighted in U.S. Dollars. Rankings are as of prior quarter-end for most institutional products and preceding month-end for Australian retail funds due to their late release by third parties. Rankings for the most representative fund in each Global Investment Performance Standard (GIPS) composite are applied to all products within each GIPS composite. Excludes passive products, closed-end funds, private equity limited partnerships, non-discretionary funds, unit investment trusts, fund-of-funds with component funds managed by Invesco, stable value building block funds, and Collateralized Debt Obligations (CDOs). Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These results are preliminary and subject to revision. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor's experience.

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Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations

A significant portion of our business is based outside of the U.S. The strengthening or weakening of the U.S. Dollar against other currencies, primarily the Pound Sterling, Canadian Dollar, Euro and Japanese Yen will impact our assets, liabilities, AUM and reported revenues and expenses from period to period. The assets, liabilities and AUM of foreign subsidiaries are translated at period end spot foreign currency exchange rates. The income statements of foreign currency subsidiaries are translated into U.S. Dollars, the reporting currency of the company, using average foreign exchange rates.

The table below illustrates the spot foreign exchange rates used for translation of non-U.S. Dollar denominated assets, liabilities and AUM into U.S. Dollars:



Spot Foreign Exchange Rates	March 31, 2018	December 31, 2017	March 31, 2017	December 31, 2016
Pound Sterling ($ per £)	1.404	1.353	1.250	1.236
Canadian Dollar (CAD per $)	1.290	1.253	1.333	1.341
Japan (¥ per $)	106.202	112.645	111.405	116.600
Euro ($ per Euro)	1.232	1.201	1.069	1.054

The table below illustrates the average foreign exchange rates used for translation of non-U.S. Dollar denominated income, including revenues and expenses, into U.S. Dollars:



	Three months ended March 31,
Average Foreign Exchange Rates	2018	2017
Pound Sterling ($ per £)	1.391	1.239
Canadian Dollar (CAD per $)	1.263	1.323
Japan (¥ per $)	108.303	113.765
Euro ($ per Euro)	1.229	1.065

A comparison of period end spot rates between March 31, 2018 and December 31, 2017 shows a strengthening of the Pound Sterling, the Euro and Japanese Yen relative to the U.S. Dollar, while the Canadian dollar weakened, which is reflected in the translation of our Pound Sterling-based, Euro-based, Canadian Dollar-based and Japanese Yen-based assets, liabilities and AUM into U.S. Dollars, respectively.

A comparison of the average foreign exchange rates used for the three months ended March 31, 2018 when compared to the three months ended March 31, 2017 shows a strengthening of the Pound Sterling, the Euro, Canadian Dollar and Japanese Yen relative to the U.S Dollar, which is reflected in the translation of our Pound Sterling-based, Japanese Yen-based, Canadian Dollar-based and Euro-based revenue and expenses into U.S. Dollars.

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Assets Under Management movements for the three months ended March 31, 2018 compared with the three months ended March 31, 2017

The following presentation and discussion of AUM includes Passive and Active AUM. Passive AUM includes ETFs, unit investment trusts (UITs), certain non-fee earning leverage and other passive mandates. Active AUM is total AUM less Passive AUM.

The AUM tables and the discussion below refer to AUM as long-term. In 2017, the company changed the presentation of long-term inflows, outflows and AUM to exclude UITs and product leverage. Non-management fee earning AUM now includes Invesco PowerShares QQQ, UITs and product leverage. In the AUM tables below, all periods have been reclassified to conform to the new presentation. The net flows in non-management fee earning AUM can be relatively short-term in nature and, due to the relatively low revenue yield, these can have a significant impact on overall net revenue yield.

Long-term inflows and the underlying reasons for the movements in this line item include investments from new clients, existing clients adding new accounts/funds or contributions/subscriptions into existing accounts/funds, and new funding commitments into private equity funds. Long-term outflows reflect client redemptions from accounts/funds and include the return of invested capital on the maturity or liquidation of private equity funds. We present net flows into institutional money market funds separately because shareholders of those funds typically use them as short-term funding vehicles and because their flows are particularly sensitive to short-term interest rate movements.

Changes in AUM were as follows:



	For the three months ended March 31,
	2018						2017
$ in billions	Total AUM		Active		Passive		Total AUM		Active		Passive
December 31	937.6		738.6		199.0		812.9		668.5		144.4
Long-term inflows	56.6		40.1		16.5		46.4		37.3		9.1
Long-term outflows	(56.3	)	(41.6	)	(14.7	)	(44.8	)	(37.8	)	(7.0	)
Long-term net flows	0.3		(1.5	)	1.8		1.6		(0.5	)	2.1
Net flows in non-management fee earning AUM	(0.4	)	—		(0.4	)	1.2		—		1.2
Net flows in institutional money market funds	0.4		0.4		—		(8.1	)	(8.1	)	—
Total net flows	0.3		(1.1	)	1.4		(5.3	)	(8.6	)	3.3
Reinvested distributions ⁽¹⁾	0.6		0.6		—		N/A		N/A		N/A
Market gains and losses ⁽¹⁾	(12.2	)	(11.8	)	(0.4	)	23.1		16.6		6.5
Foreign currency translation	7.9		7.6		0.3		4.1		4.0		0.1
March 31	934.2		733.9		200.3		834.8		680.5		154.3
Average AUM
Average long-term AUM	783.1		669.9		113.2		685.9		609.6		76.3
Average AUM	951.3		747.1		204.2		829.8		678.4		151.4
Revenue yield
Gross revenue yield on AUM ⁽²⁾	57.6		69.5		14.5		58.1		67.5		16.6
Gross revenue yield on AUM before performance fees ⁽²⁾	57.2		69.0		14.5		57.5		66.8		16.6
Net revenue yield on AUM ⁽³⁾	40.3		47.3		14.5		41.8		47.4		16.6
Net revenue yield on AUM before performance fees ⁽³⁾	39.9		46.8		14.5		40.9		46.4		16.6

____________


(1)	In 2018 reinvested distributions are shown in a separate line in the AUM tables. For previous periods, reinvested distributions are included in market gains and losses.

(2)

Gross revenue yield on AUM is equal to annualized total operating revenues divided by average AUM, excluding joint venture (JV) AUM. Our share of the average AUM in the three months ended March 31, 2018 for our JVs in China was $9.8 billion ( three months ended March 31, 2017 : $8.4 billion ). It is appropriate to exclude the average AUM of our JVs for purposes of computing gross revenue yield on AUM because the revenues resulting from these AUM are not presented in our operating revenues. Under U.S. GAAP, our share of the net income of the JVs is recorded as equity in earnings of unconsolidated affiliates on our Condensed Consolidated Statements of Income. Additionally, the numerator of the gross revenue yield measure, operating revenues, excludes the management fees earned from CIP; however, the

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denominator of the measure includes the AUM of these investment products. Therefore, the gross revenue yield measure is not considered representative of the company's true effective fee rate from AUM.


(3)	Net revenue yield on AUM is equal to annualized net revenues divided by average AUM. See “Schedule of Non-GAAP Information” for a reconciliation of operating revenues to net revenues.

Flows

AUM at March 31, 2018 were $934.2 billion ( March 31, 2017 : $834.8 billion ). During the three months ended March 31, 2018 , we experienced long-term net inflows of $0.3 billion . The company also experienced net inflows of institutional money market funds of $0.4 billion , offset by net outflows in non-management fee earning AUM of $0.4 billion during the period. Long-term net inflows during the three months ended March 31, 2018 consisted of inflows of passive AUM products of $1.8 billion offset by outflows of actively managed AUM products of $1.5 billion . Long-term net inflows for the period were from our institutional distribution channel of $2.4 billion , partially offset by outflows of our reta il distribution channel of $2.1 billion . On a client domicile basis, long-term net inflows were from Continental Europe and Asia with inflows of $2.1 billion and $1.9 billion , respectively. These were partially offset by outflows of $2.5 billion , $1.1 billion and $0.1 billion from U.S., UK and Canada, respectively, during the three months ended March 31, 2018 .

During the three months ended March 31, 2017 , we experienced long-term net inflows of $1.6 billion . We also experienced net inflows in non-management fee earning AUM of $1.2 billion and net outflows in institutional money market funds of $8.1 billion during this period. Long-term net inflows during the three months ended March 31, 2017 , included $2.1 billion of inflows in passive AUM, partially offset by outflows of $0.5 billion in actively managed AUM products. Net long-term inflows were from retail distribution channel of $2.6 billion and $ 1.0 billion of outflows in our institutional channel. On a client domicile basis, long-term net inflows of $1.7 billion , $1.2 billion and $0.7 billion for Europe, Asia and U.S. were partially offset by long-term outflows of $1.8 billion and $0.2 billion for U.K., and Ca nada, respectively.

Average AUM during the three months ended March 31, 2018 were $951.3 billion , compared to $829.8 billion for the three months ended March 31, 2017 .

Market Returns and Reinvested Distributions

During the three months ended March 31, 2018 , negative market movement led to a $12.2 billion decrease in AUM, with losses in our equity asset class of $8.3 billion , fixed income class of $1.6 billion , balanced asset class of $1.3 billion and alternatives class of $1.1 billion . Reinvested distributions of $0.6 billion were from the equity asset class of $0.3 billion , fixed income class of $0.2 billion and alternatives asset class of $0.1 billion . During the three months ended March 31, 2017 , positive market movement including reinvested distributions led to a $23.1 billion increase in AUM, primarily with gains in the equity asset class of $20.2 billion , fixed income class of 1.7 billion and balanced asset class of $1.3 billion .

Foreign Exchange Rates

During the three months ended March 31, 2018 , we experienced increases in AUM of $7.9 billion d ue to changes in foreign exchange rates. In the three months ended March 31, 2017 , AUM increased by $4.1 billion due to foreign exchange rate changes. See the company's disclosures regarding the changes in foreign exchange rates during three months ended March 31, 2018 in the “Foreign Exchange Impact on Balance Sheet, Assets Under Management and Results of Operations” section above for additional information regarding the movement of foreign exchange rates.

Revenue Yield

Gross revenue yield on AUM decreased 0.5 basis points to 57.6 basis points in the three months ended March 31, 2018 from the three months ended March 31, 2017 level o f 58.1 b asis points. Management does not consider gross revenue yield, the most comparable U.S. GAAP-based measure to net revenue yield, to be a meaningful effective fee rate measure for the reasons outlined in footnote 2 to the Changes in AUM table above.

Net revenue yield on AUM decreased 1.5 basis points to 40.3 basis points in the three months ended March 31, 2018 when compared to the three months ended March 31, 2017 yield of 41.8 b asis points. Excluding performance fees, the net revenue yield decreased 1.0 basis point to 39.9 basis points in the three months ended March 31, 2018 ( three months ended March 31, 2017 : 40.9 basis points).

As a significant proportion of our AUM is based outside of the U.S., changes in foreign exchange rates result in a change to the mix of U.S. Dollar denominated AUM with AUM denominated in other currencies. As fee rates differ across geographic locations, changes to exchange rates have an impact on the net revenue yields. See the company's disclosures regarding the changes in foreign exchange rates in the "Foreign Exchange Impact on Balance Sheet, Assets Under

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Management and Results of Operations" section above for additional information regarding the movement of foreign exchange rates.

Additionally, changes in our AUM mix significantly impact our net revenue yield. Passive AUM generally earn a lower effective fee rate than active asset classes. The acquisition of the the European ETF business in the third quarter of 2017 increased the level of passive AUM and has a dilutive impact on the company's overall net revenue yield. The acquisition of the Guggenheim ETF business in the second quarter of 2018 will increase passive balances and will have a further dilutive impact on the company's overall net revenue yield.

At March 31, 2018 , passive AUM were $200.3 billion , representing 21.4% of total AUM at that date; whereas at March 31, 2017 , passive AUM were $154.3 billion , representing 18.5% of our total AUM at that date. In the three months ended March 31, 2018 , the net revenue yield on passive AUM was 14.5 basis points compared to 16.6 basis points in the three months ended March 31, 2017 , a decrease of 2.1 basis points.

Changes in our AUM by channel, asset class, and client domicile, and average AUM by asset class, are presented below:

Total AUM by Channel ⁽¹⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		Retail		Institutional
December 31, 2017	937.6		637.0		300.6
Long-term inflows	56.6		43.7		12.9
Long-term outflows	(56.3	)	(45.8	)	(10.5	)
Long-term net flows	0.3		(2.1	)	2.4
Net flows in non-management fee earning AUM	(0.4	)	(0.1	)	(0.3	)
Net flows in institutional money market funds	0.4		—		0.4
Total net flows	0.3		(2.2	)	2.5
Reinvested distributions ⁽²⁾	0.6		0.6		—
Transfers ⁽⁸⁾	—		(29.5	)	29.5
Market gains and losses ⁽²⁾	(12.2	)	(11.0	)	(1.2	)
Foreign currency translation	7.9		4.5		3.4
March 31, 2018	934.2		599.4		334.8

December 31, 2016	812.9		526.5		286.4
Long-term inflows	46.4		38.3		8.1
Long-term outflows	(44.8	)	(35.7	)	(9.1	)
Long-term net flows	1.6		2.6		(1.0	)
Net flows in non-management fee earning AUM	1.2		0.2		1.0
Net flows in institutional money market funds	(8.1	)	—		(8.1	)
Total net flows	(5.3	)	2.8		(8.1	)
Reinvested distributions ⁽²⁾	N/A		N/A		N/A
Transfers ⁽⁸⁾	—		(0.1	)	0.1
Market gains and losses ⁽²⁾	23.1		20.5		2.6
Foreign currency translation	4.1		2.4		1.7
March 31, 2017	834.8		552.1		282.7

____________

See accompanying notes immediately following these AUM tables.

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Passive AUM by Channel ⁽¹⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		Retail		Institutional
December 31, 2017	199.0		182.0		17.0
Long-term inflows	16.5		16.5		—
Long-term outflows	(14.7	)	(14.7	)	—
Long-term net flows	1.8		1.8		—
Net flows in non-management fee earning AUM	(0.4	)	(0.1	)	(0.3	)
Net flows in institutional money market funds	—		—		—
Total net flows	1.4		1.7		(0.3	)
Market gains and losses	(0.4	)	(0.4	)	—
Foreign currency translation	0.3		0.2		0.1
March 31, 2018	200.3		183.5		16.8

December 31, 2016	144.4		128.8		15.6
Long-term inflows	9.1		9.1		—
Long-term outflows	(7.0	)	(6.3	)	(0.7	)
Long-term net flows	2.1		2.8		(0.7	)
Net flows in non-management fee earning AUM	1.2		0.2		1.0
Net flows in institutional money market funds	—		—		—
Total net flows	3.3		3.0		0.3
Market gains and losses	6.5		6.7		(0.2	)
Foreign currency translation	0.1		—		0.1
March 31, 2017	154.3		138.5		15.8

____________

See accompanying notes immediately following these AUM tables.

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Total AUM by Asset Class ⁽³⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		Equity		Fixed Income ⁽³⁾		Balanced		Money Market ⁽⁶⁾		Alternatives ⁽⁵⁾
December 31, 2017	937.6		431.2		225.8		57.7		78.7		144.2
Long-term inflows	56.6		25.6		14.9		5.4		1.7		9.0
Long-term outflows	(56.3	)	(31.3	)	(12.6	)	(2.9	)	(1.4	)	(8.1	)
Long-term net flows	0.3		(5.7	)	2.3		2.5		0.3		0.9
Net flows in non-management fee earning AUM	(0.4	)	—		(0.4	)	—		—		—
Net flows in institutional money market funds	0.4		—		—		—		0.4		—
Total net flows	0.3		(5.7	)	1.9		2.5		0.7		0.9
Reinvested distributions ⁽²⁾	0.6		0.3		0.2		—		—		0.1
Market gains and losses ⁽²⁾	(12.2	)	(8.3	)	(1.6	)	(1.3	)	0.1		(1.1	)
Foreign currency translation	7.9		3.1		1.6		0.8		0.1		2.3
March 31, 2018	934.2		420.6		227.9		59.7		79.6		146.4
Average AUM	951.3		437.0		227.2		59.0		82.2		145.9
% of total average AUM	100.0	%	45.9	%	24.0	%	6.2	%	8.6	%	15.3	%

December 31, 2016	812.9		364.1		201.7		46.8		78.3		122.0
Long-term inflows	46.4		20.3		11.2		2.7		0.8		11.4
Long-term outflows	(44.8	)	(24.6	)	(9.6	)	(2.2	)	(0.9	)	(7.5	)
Long-term net flows	1.6		(4.3	)	1.6		0.5		(0.1	)	3.9
Net flows in non-management fee earning AUM	1.2		0.3		0.9		—		—		—
Net flows in institutional money market funds	(8.1	)	—		—		—		(8.1	)	—
Total net flows	(5.3	)	(4.0	)	2.5		0.5		(8.2	)	3.9
Market gains and losses ⁽²⁾	23.1		20.2		1.7		1.3		—		(0.1	)
Transfers ⁽⁴⁾	—		—		(3.0	)	—		3.0		—
Foreign currency translation	4.1		1.5		0.9		0.3		—		1.4
March 31, 2017	834.8		381.8		203.8		48.9		73.1		127.2
Average AUM	829.8		376.8		202.1		48.2		77.4		125.3
% of total average AUM	100.0	%	45.4	%	24.4	%	5.8	%	9.3	%	15.1	%

____________

See accompanying notes immediately following these AUM tables.

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Passive AUM by Asset Class ⁽³⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		Equity		Fixed Income		Balanced		Money Market		Alternatives ⁽⁵⁾
December 31, 2017	199.0		128.4		57.3		—		—		13.3
Long-term inflows	16.5		10.3		3.3		—		—		2.9
Long-term outflows	(14.7	)	(10.6	)	(2.8	)	—		—		(1.3	)
Long-term net flows	1.8		(0.3	)	0.5		—		—		1.6
Net flows in non-management fee earning AUM	(0.4	)	—		(0.4	)	—		—		—
Net flows in institutional money market funds	—		—		—		—		—		—
Total net flows	1.4		(0.3	)	0.1		—		—		1.6
Market gains and losses	(0.4	)	0.1		(0.7	)	—		—		0.2
Foreign currency translation	0.3		0.1		0.1		—		—		0.1
March 31, 2018	200.3		128.3		56.8		—		—		15.2
Average AUM	204.2		132.8		56.9		—		—		14.5
% of total average AUM	100.0	%	65.0	%	27.9	%	—	%	—	%	7.1	%

December 31, 2016	144.4		93.5		41.7		—		—		9.2
Long-term inflows	9.1		5.6		2.8		—		—		0.7
Long-term outflows	(7.0	)	(4.8	)	(0.6	)	—		—		(1.6	)
Long-term net flows	2.1		0.8		2.2		—		—		(0.9	)
Net flows in non-management fee earning AUM	1.2		0.3		0.9		—		—		—
Net flows in institutional money market funds	—		—		—		—		—		—
Total net flows	3.3		1.1		3.1		—		—		(0.9	)
Market gains and losses	6.5		6.6		0.3		—		—		(0.4	)
Foreign currency translation	0.1		—		—		—		—		0.1
March 31, 2017	154.3		101.2		45.1		—		—		8.0
Average AUM	151.4		97.8		44.5		—		—		9.1
% of total average AUM	100.0	%	64.6	%	29.4	%	—	%	—	%	6.0	%

____________

See accompanying notes immediately following these AUM tables.

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Total AUM by Client Domicile ⁽⁷⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		U.S.		Canada		U.K.		Continental Europe		Asia
December 31, 2017	937.6		585.4		26.8		110.9		127.1		87.4
Long-term inflows	56.6		26.1		1.5		4.1		17.3		7.6
Long-term outflows	(56.3	)	(28.6	)	(1.6	)	(5.2	)	(15.2	)	(5.7	)
Long-term net flows	0.3		(2.5	)	(0.1	)	(1.1	)	2.1		1.9
Net flows in non-management fee earning AUM	(0.4	)	(0.4	)	—		—		—		—
Net flows in institutional money market funds	0.4		1.2		—		(0.3	)	0.1		(0.6	)
Total net flows	0.3		(1.7	)	(0.1	)	(1.4	)	2.2		1.3
Reinvested distributions ⁽²⁾	0.6		0.5		—		0.1		—		—
Market gains and losses ⁽²⁾	(12.2	)	(3.5	)	(0.2	)	(4.3	)	(1.9	)	(2.3	)
Foreign currency translation	7.9		—		(0.8	)	3.9		2.3		2.5
March 31, 2018	934.2		580.7		25.7		109.2		129.7		88.9

December 31, 2016	812.9		539.5		23.1		98.2		72.1		80.0
Long-term inflows	46.4		25.1		1.1		4.1		8.3		7.8
Long-term outflows	(44.8	)	(24.4	)	(1.3	)	(5.9	)	(6.6	)	(6.6	)
Long-term net flows	1.6		0.7		(0.2	)	(1.8	)	1.7		1.2
Net flows in non-management fee earning AUM	1.2		1.2		—		—		—		—
Net flows in institutional money market funds	(8.1	)	(7.2	)	—		0.3		0.6		(1.8	)
Total net flows	(5.3	)	(5.3	)	(0.2	)	(1.5	)	2.3		(0.6	)
Market gains and losses ⁽²⁾	23.1		15.8		0.9		3.3		2.3		0.8
Foreign currency translation	4.1		—		0.1		1.0		0.9		2.1
March 31, 2017	834.8		550.0		23.9		101.0		77.6		82.3

____________

See accompanying notes immediately following these AUM tables.

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Passive AUM by Client Domicile ⁽⁷⁾

As of and for the Three Months Ended March 31, 2018 and 2017 :



$ in billions	Total		U.S.		Canada		U.K.	Continental Europe		Asia
December 31, 2017	199.0		167.3		0.6		—	30.0		1.1
Long-term inflows	16.5		9.4		—		—	7.1		—
Long-term outflows	(14.7	)	(8.4	)	(0.1	)	—	(6.2	)	—
Long-term net flows	1.8		1.0		(0.1	)	—	0.9		—
Net flows in non-management fee earning AUM	(0.4	)	(0.4	)	—		—	—		—
Net flows in institutional money market funds	—		—		—		—	—		—
Total net flows	1.4		0.6		(0.1	)	—	0.9		—
Market gains and losses	(0.4	)	(0.2	)	—		—	(0.2	)	—
Foreign currency translation	0.3		—		—		—	0.3		—
March 31, 2018	200.3		167.7		0.5		—	31.0		1.1

December 31, 2016	144.4		139.9		0.5		—	1.9		2.1
Long-term inflows	9.1		9.0		—		—	0.1		—
Long-term outflows	(7.0	)	(6.2	)	—		—	(0.1	)	(0.7	)
Long-term net flows	2.1		2.8		—		—	—		(0.7	)
Net flows in non-management fee earning AUM	1.2		1.2		—		—	—		—
Net flows in institutional money market funds	—		—		—		—	—		—
Total net flows	3.3		4.0		—		—	—		(0.7	)
Market gains and losses	6.5		6.3		—		—	0.1		0.1
Foreign currency translation	0.1		—		—		—	—		0.1
March 31, 2017	154.3		150.2		0.5		—	2.0		1.6

____________


(1)	Channel refers to the internal distribution channel from which the AUM originated. Retail AUM represents AUM distributed by the company's retail sales team. Institutional AUM represents AUM distributed by our institutional sales team. This aggregation is viewed as a proxy for presenting AUM in the retail and institutional markets in which the company operates.


(2)	In 2018 reinvested distributions are shown in a separate line in the AUM tables. For previous periods, reinvested distributions are included in market gains and losses.


(3)	Asset classes are descriptive groupings of AUM by common type of underlying investments.


(4)	During January 2017, the company reclassified certain AUM previously classified in fixed income to money market totaling $3.0 billion .


(5)	There have been no significant changes to the managed objectives under the Alternatives asset class, which are disclosed in our most recent Form 10-K for the year ended December 31, 2017 .

(6) Ending Money Market AUM includes $74.5 billion in institutional money market AUM.


(7)	Client domicile disclosure groups AUM by the domicile of the underlying clients.


(8)	During the first quarter of 2018, $29.5 billion of AUM were transferred from retail into institutional to better reflect the activities of institutional sales teams and the clients they support.

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Results of Operations for the three months ended March 31, 2018 compared to the three months ended March 31, 2017

The discussion below includes the use of non-GAAP financial measures. See “Schedule of Non-GAAP Information” for additional details and reconciliations of the most directly comparable U.S. GAAP measures to the non-GAAP measures.

2018 includes the results of the European ETF business which was acquired on August 18, 2017. As discussed in Part I, Item 1, Financial Statements - Note 1, “Accounting Policies” the company adopted Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) as of January 1, 2018. As a result of the modified retrospective adoption method, 2017 results of operations presented below were not restated to apply ASC 606. Therefore, comparisons between periods are impacted by the adoption as discussed below. The adoption of the standard did not have an effect on net income or earnings per share measures.

Operating Revenues and Net Revenues

The main categories of revenues, and the dollar and percentage change between the periods, are as follows:



					Variance
	Three months ended March 31,				2018 vs 2017
$ in millions	2018		2017		$ Change		% Change
Investment management fees	1,043.7		955.2		88.5		9.3	%
Service and distribution fees	246.1		206.4		39.7		19.2	%
Performance fees	9.1		11.3		(2.2	)	(19.5	)%
Other	56.9		19.7		37.2		188.8	%
Total operating revenues	1,355.8		1,192.6		163.2		13.7	%
Third-party distribution, service and advisory expenses	(419.1	)	(349.3	)	(69.8	)	20.0	%
Proportional share of revenues, net of third-party distribution expenses, from joint venture investments	14.3		10.6		3.7		34.9	%
CIP	7.0		13.2		(6.2	)	(47.0	)%
Net revenues	958.0		867.1		90.9		10.5	%

Net revenues are operating revenues less third-party distribution, service and advisory expenses, plus our proportional share of net revenues from joint venture arrangements, plus management and performance fees earned from CIP. See "Schedule of Non-GAAP Information" for additional important disclosures regarding the use of net revenues.

The impact of foreign exchange rate movements increased operating revenues by $44.5 million , equivalent to 3.3% of total operating revenues, during the three months ended March 31, 2018 when compared to the three months ended March 31, 2017 .

Additionally, our revenues are directly influenced by the level and composition of our AUM. Therefore, movements in global capital market levels, net new business inflows (or outflows) and changes in the mix of investment products between asset classes and geographies may materially affect our revenues from period to period. As discussed in the Executive Overview, returns from capital markets were mixed in the three months ended March 31, 2018 .

Investment Management Fees

Investment management fees increased by $88.5 million ( 9.3% ) in the three months ended March 31, 2018 , to $1,043.7 million ( three months ended March 31, 2017 : $955.2 million ). This compares to a 14.6% increase in average AUM. The impact of foreign exchange rate movements increased investment management fees by $43.0 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange movements, investment management fees increased by $45.5 million ( 4.8% ), which is a net increase comprised of increases in management fee of $99.3 million, offset by a decrease in management fees due to the application of new revenue recognition guidance of $53.8 million during the three months ended March 31, 2018 . The $99.3 million increase in management fees resulted from increased average AUM levels, offset by changes in the mix of AUM. Changes in product mix of AUM result in changes in the average revenue yield derived from AUM due to differing fee rates and structures, which impacts our management fees. See the company's disclosures regarding the changes in AUM and revenue yields during the three and three months ended March 31, 2018 in the “Assets Under Management” section above for additional information regarding the impact of changes in AUM on management fee yields.

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Service and Distribution Fees

In the three months ended March 31, 2018 , service and distribution fees increased by $39.7 million ( 19.2% ) to $246.1 million ( three months ended March 31, 2017 : $206.4 million ). The impact of foreign exchange rate movements increased service and distribution fees by $0.6 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . The application of new revenue recognition guidance increased service and distribution fees by $32.4 million during the three months ended March 31, 2018 . The remaining increase results from increases in AUM to which these fees apply.

Performance Fees

Of our $934.2 billion in AUM at March 31, 2018 , approximately $46.9 billion or 5.0% , could potentially earn performance fees , including carried interests and performance fees related to partnership investments and separate accounts.

In the three months ended March 31, 2018 , performance fees decreased by $2.2 million ( 19.5% ) to $9.1 million when compared to the performance fees in the three months ended March 31, 2017 of $11.3 million . Performance fees during the first quarter of 2018 were primarily generated by real estate products of $3.9 million, U.K. investment trusts of $2.5 million and bank loan products of $1.2 million. Performance fees during the first quarter of 2017 included $5.9 million from bank loan products, $3.3 million from real estate products and $1.2 million from U.K. investment trusts.

Other Revenues

In the three months ended March 31, 2018 , other revenues increased by $37.2 million ( 188.8% ) to $56.9 million ( three months ended March 31, 2017 : $19.7 million ). The impact of foreign exchange rate movements increased other revenues by $0.3 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate changes, the increase in other revenues was $36.9 million , which is a net increase comprised of an increase of $41.0 million due to the application of new revenue recognition guidance and a decrease of $4.1 million resulting from lower front end, real estate transaction fees and UIT fees.

Third-Party Distribution, Service and Advisory Expenses

Third-party distribution, service and advisory expenses increased by $69.8 million ( 20.0% ) in the three months ended March 31, 2018 to $419.1 million ( three months ended March 31, 2017 : $349.3 million ). The impact of foreign exchange rate movements increased third-party distribution, service and advisory expenses by $4.1 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate changes, the increase in third-party distribution, service and advisory expenses was $65.7 million . Included in this increase is $35.0 million due to the application of new revenue recognition guidance, increased renewal commissions of $26.6 million, increased fund expenses of $6.8 million, and increased unitary fees of $4.4 million, which are in line with the increase in related AUM. These increases were offset by a decrease in service fees of $8.7 million.

Proportional share of revenues, net of third-party distribution expenses, from joint venture investments

Management believes that the addition of our proportional share of revenues, net of third-party distribution expenses, from joint venture arrangements should be added to operating revenues to arrive at net revenues, as it is important to evaluate the contribution to the business that our joint venture arrangements are making. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of net revenues. The company's most significant joint venture arrangement is our 49% investment in Invesco Great Wall Fund Management Company Limited (the “Invesco Great Wall” joint venture).

Our proportional share of revenues, net of third-party distribution expenses, from joint venture investments increased by $3.7 million ( 34.9% ) to $14.3 million for the three months ended March 31, 2018 ( three months ended March 31, 2017 : $10.6 million ). Our share of the Invesco Great Wall joint venture's average AUM for the three months ended March 31, 2018 was $9.8 billion compared to $8.4 billion for the three months ended March 31, 2017 . The increase in our proportional share of revenues, net of third party distribution expenses, from joint venture investments relates primarily to higher management fees in 2018 than in the comparable 2017 period, driven by higher average AUM.

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Management, performance and other fees earned from CIP

Management believes that the consolidation of investment products may impact a reader's analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues for the impact of CIP in calculating net revenues. As management and performance fees earned by Invesco from the consolidated products are eliminated upon consolidation of the investment products, management believes that it is appropriate to add these operating revenues back in the calculation of net revenues. See “Schedule of Non-GAAP Information” for additional disclosures regarding the use of net revenues.

The elimination of management and performance fees earned from CIP was $7.0 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $13.2 million ). The decrease is due to the decrease in performance fees earned from CLOs.

Operating Expenses

The main categories of operating expenses, and the dollar and percentage changes between periods, are as follows:



			Variance
	Three months ended March 31,		2018 vs 2017
$ in millions	2018	2017	$ Change		% Change
Third-party distribution, service and advisory	419.1	349.3	69.8		20.0	%
Employee compensation	390.4	397.5	(7.1	)	(1.8	)%
Marketing	28.1	24.4	3.7		15.2	%
Property, office and technology	102.2	85.5	16.7		19.5	%
General and administrative	94.9	78.0	16.9		21.7	%
Total operating expenses	1,034.7	934.7	100.0		10.7	%

The tables below set forth these expense categories as a percentage of total operating expenses and operating revenues, which we believe provides useful information as to the relative significance of each type of expense.



$ in millions	Three months ended March 31, 2018	% of Total Operating Expenses		% of Operating Revenues		Three months ended March 31, 2017	% of Total Operating Expenses		% of Operating Revenues
Third-party distribution, service and advisory	419.1	40.5	%	30.9	%	349.3	37.4	%	29.3	%
Employee compensation	390.4	37.7	%	28.8	%	397.5	42.5	%	33.3	%
Marketing	28.1	2.7	%	2.1	%	24.4	2.6	%	2.0	%
Property, office and technology	102.2	9.9	%	7.5	%	85.5	9.1	%	7.2	%
General and administrative	94.9	9.2	%	7.0	%	78.0	8.3	%	6.5	%
Total operating expenses	1,034.7	100.0	%	76.3	%	934.7	100.0	%	78.3	%

During the three months ended March 31, 2018 , operating expenses increased by $100.0 million ( 10.7% ) to $1,034.7 million ( three months ended March 31, 2017 : $934.7 million ). The impact of foreign exchange rate movements increased operating expenses by $26.3 million , or 2.5% of total operating expenses, during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . The application of new revenue recognition guidance increased operating expenses by $19.6 million during the three months ended March 31, 2018 . The remaining variances are from the activities of the business, and are addressed below on a line-item by line-item basis.

The adoption of ASU 2017-07 resulted in the reclassification of non-service components of net periodic pension costs /(benefits) from employee compensation expenses to other gains and losses, net. See Part I, Item 1, Financial Statements - Note 1, “Accounting Policies" for more information.

Third-Party Distribution, Service and Advisory Expenses

Third-party distribution, service and advisory expenses are discussed above in the operating and net revenues section.

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Employee Compensation

Employee compensation decreased $7.1 million ( 1.8% ) to $390.4 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $397.5 million ). The impact of foreign exchange rate movements increased employee compensation by $13.5 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate changes, the decrease in employee compensation was $20.6 million .

Decreases in employee compensation during the three months ended March 31, 2018 were primarily driven by a decrease in deferred compensation costs of $18.3 million related to accelerated vesting due to multiple senior executive retirements during the three months ended March 31, 2017 . 2018 also reflects a decrease in variable compensation costs of $4.0 million. Staff severance costs related to business optimization were $4.3 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $15.7 million ). These decreases were partially offset by increases in base salaries of $10.5 million primarily related to annual merit increases and increases in headcount (including the European ETF business acquisition).

Headcount at March 31, 2018 was 7,134 ( March 31, 2017 : 6,847 ).

Marketing

Marketing expenses increased by $3.7 million ( 15.2% ) in the three months ended March 31, 2018 to $28.1 million ( three months ended March 31, 2017 : $24.4 million ). The impact of foreign exchange rate movements increased marketing expenses by $1.2 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate changes, the increase in marketing expenses was $2.5 million .

Property, Office and Technology

Property, office and technology costs increased by $16.7 million ( 19.5% ) to $102.2 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $85.5 million ). The impact of foreign exchange rate movements increased property, office and technology expenses by $3.2 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate movements, the increase was $13.5 million . This increase was comprised of a $11.0 million increase in technology and communications expenses due to increases in depreciation and maintenance of $8.4 million as a result of long-term technology projects brought into service, outsourced administration costs of $1.5 million and other expenses of $1.0 million. Property and office costs increased $2.6 million over the comparable 2017 period, due to increases in property taxes, depreciation and rent expenses.

General and Administrative

General and administrative expenses increased by $16.9 million ( 21.7% ) to $94.9 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $78.0 million ). The impact of foreign exchange rate movements increased general and administrative expenses by $4.3 million during the three months ended March 31, 2018 as compared to the three months ended March 31, 2017 . After allowing for foreign exchange rate movements, general and administrative costs increased $12.6 million compared to the same period in 2017 . The application of the new revenue recognition guidance decreased general and administrative expenses by $4.2 million during the three months ended March 31, 2018 .

General and administrative expenses for the three months ended March 31, 2018 included an increase of $11.8 million in consulting, audit, legal and professional services costs, $2.3 million in fund launch costs incurred by CIPs, $2.3 million in fund expenses, $1.9 million in travel expenses, $1.4 million in recruitment and training expenses compared to the three months ended March 31, 2017 . These increases were partially offset by a decrease of $1.9 million in irrevocable taxes and regulatory fees.

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Other Income and Expenses

The main categories of other income and expenses, and the dollar and percentage changes between periods are as follows:



					Variance
	Three months ended March 31,				2018 vs 2017
$ in millions	2018		2017		$ Change		% Change
Equity in earnings of unconsolidated affiliates	9.7		17.7		(8.0	)	(45.2	)%
Interest and dividend income	4.2		2.9		1.3		44.8	%
Interest expense	(23.2	)	(24.0	)	0.8		(3.3	)%
Other gains and losses, net	(5.4	)	6.9		(12.3	)	N/A
Other income/(expense) of CIP, net	27.2		28.5		(1.3	)	(4.6	)%
Total other income and expenses	12.5		32.0		(19.5	)	(60.9	)%

Equity in earnings of unconsolidated affiliates

Equity in earnings of unconsolidated affiliates decreased by $8.0 million to $9.7 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $17.7 million ). The decrease in equity in earnings is driven by decreases of $11.9 million in earnings from our real estate investments and $1.5 million from private equity investments. These decreases were partially offset by an increase of $5.7 million from our joint venture investments in China.

Other gains and losses, net

Other gains and losses, net were a loss of $5.4 million in the three months ended March 31, 2018 . Included in the $5.4 million loss were net losses of $4.0 million on the depreciation of investments and instruments held for our deferred compensation plans, an investment impairment charge of $3.2 million, net foreign exchange gains on intercompany loans of $0.9 million and $0.6 million loss related to the mark-to-market of foreign exchange put option contracts. These losses were partially offset by net gains during the period of $2.0 million related to defined benefit pension plan, $0.5 million related to an acquisition-related change in the fair value of a contingent consideration liability, $0.3 million of net gains related to the mark-to-market on seed money investments and $0.4 million of net realized gains.

Other gains and losses, net were a gain of $6.9 million in the three months ended March 31, 2017 . Included in the $6.9 million gain were net gains of $10.0 million on the appreciation of investments and the total return swap held for our deferred compensation plans, $5.5 million of net investment gains related to the mark-to-market on seed money investments and $0.5 million related to an acquisition related change in the fair value of the contingent consideration liability. These gains were partially offset by net losses during the period of $8.2 million related to the mark-to-market of foreign exchange put option contracts and net foreign exchange loss on intercompany loans of $0.7 million.

Other income/(expense) of CIP

In the three months ended March 31, 2018 , interest and dividend income of CIP increased by $4.0 million ( 7.4% ) to $57.8 million ( three months ended March 31, 2017 : $53.8 million ). Interest expense of CIP increased by $3.2 million ( 8.8% ) to $39.4 million ( three months ended March 31, 2017 : $36.2 million ).

The increase in interest income and interest expense of CIP in 2018 is primarily due to the impact of newly consolidated CLOs and other funds during 2018, partially offset by the impact of funds deconsolidated during the three months ended 2018 .

Included in other gains/(losses) of CIP, net, are realized and unrealized gains and losses on the underlying investments and debt of CIP. In the three months ended March 31, 2018 , other gains and losses of CIP were a net gain of $8.8 million , as compared to a net gain of $10.9 million in the three months ended March 31, 2017 . The net gain during the three months ended March 31, 2018 was attributable to market-driven gains of investments held by consolidated funds.

Net impact of CIP and related noncontrolling interests in consolidated entities

The net impact to net income attributable to Invesco Ltd. in each period primarily represents the changes in the value of the company's holding in its consolidated CLOs, which is reclassified into other gains/(losses) from accumulated other comprehensive income upon consolidation. The consolidation of investment products during the three months ended March 31, 2018 resulted in a net increase in net income attributable to Invesco Ltd. of $0.6 million ( three months ended March 31, 2017 : $5.7 million increase ). CIP are taxed at the investor level and not at the product level; therefore, there is no tax provision reflected in the net impact of CIP.

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Noncontrolling interests in consolidated entities represent the profit or loss amounts attributed to third party investors in CIP. The impact of any gains or losses resulting from valuation changes in the investments of non-CLO CIP attributable to the interests of third parties are offset by resulting changes in gains and losses attributable to noncontrolling interests in consolidated entities and therefore do not have a material effect on the financial condition, operating results (including earnings per share), liquidity or capital resources of the company's common shareholders. Similarly, any gains or losses resulting from valuation changes in the investments of CLOs attributable to the interests of third parties are offset by the calculated value of the notes issued by the CLOs (offsetting in other gains/(losses) of CIP) and therefore also do not have a material effect on the financial condition, operating results (including earnings per share), liquidity or capital resources of the company's common shareholders.

Additionally, CIP represent less than 1% of the company's AUM. Therefore, the net gains or losses of CIP are not indicative of the performance of the company's aggregate AUM.

Income Tax Expense

The company's subsidiaries operate in several taxing jurisdictions around the world, each with its own statutory income tax rate. As a result, the blended average statutory tax rate will vary from year to year depending on the mix of the profits and losses of the company's subsidiaries.

Our effective tax rate decreased to 20.5% for the three months ended March 31, 2018 ( three months ended March 31, 2017 : 26.1% ). The inclusion of income from non-controlling interests in consolidated entities decreased our effective tax rate by 0.7% in 2018 and decreased our rate by 0.2% in 2017 . 2018 included a 5.1% tax rate decrease as a result of lower U.S. tax rates effective January 1, 2018.

Schedule of Non-GAAP Information

We utilize the following non-GAAP performance measures: net revenue (and by calculation, net revenue yield on AUM), adjusted operating income, adjusted operating margin, adjusted net income attributable to Invesco Ltd. and adjusted diluted earnings per share (EPS). The company believes the adjusted measures provide valuable insight into the company’s ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company’s management with the establishment of operational budgets and forecasts and assist the Board of Directors and management of the company in determining incentive compensation decisions. The most directly comparable U.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable to Invesco Ltd. and diluted EPS. Each of these measures is discussed more fully below.

The following are reconciliations of operating revenues, operating income (and by calculation, operating margin), and net income attributable to Invesco Ltd. (and by calculation, diluted EPS) on a U.S. GAAP basis to a non-GAAP basis of net revenues, adjusted operating income (and by calculation, adjusted operating margin), and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS). These non-GAAP measures should not be considered as substitutes for any U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to these non-GAAP measures if deemed appropriate. The tax effects related to the reconciling items have been calculated based on the tax rate attributable to the jurisdiction to which the transaction relates. Notes to the reconciliations follow the tables.

Reconciliation of Operating revenues to Net revenues:



	Three months ended March 31,
$ in millions	2018		2017
Operating revenues, U.S. GAAP basis	1,355.8		1,192.6
Proportional share of revenues, net of third-party distribution expenses, from joint venture investments ⁽¹⁾	14.3		10.6
Third party distribution, service and advisory expenses ⁽²⁾	(419.1	)	(349.3	)
CIP ⁽³⁾	7.0		13.2
Net revenues	958.0		867.1

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Reconciliation of Operating income to Adjusted operating income:



	Three months ended March 31,
$ in millions	2018		2017
Operating income, U.S. GAAP basis	321.1		257.9
Proportional share of net operating income from joint venture investments ⁽¹⁾	5.9		1.3
CIP ⁽³⁾	10.2		12.0
Business combinations ⁽⁴⁾	10.3		5.1
Compensation expense related to market valuation changes in deferred compensation plans ⁽⁵⁾	1.6		5.7
Other reconciling items ⁽⁶⁾	8.2		44.4
Adjusted operating income	357.3		326.4

Operating margin*	23.7	%	21.6	%
Adjusted operating margin**	37.3	%	37.6	%

Reconciliation of Net income attributable to Invesco Ltd. to Adjusted net income attributable to Invesco Ltd.:



	Three months ended March 31,
$ in millions, except per share data	2018			2017
Net income attributable to Invesco Ltd., U.S. GAAP basis	253.9			212.0
CIP ⁽³⁾	(0.6		)	(5.7		)
Business combinations, net of tax ⁽⁴⁾	11.4			8.7
Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax ⁽⁵⁾	4.1			(2.9		)
Other reconciling items, net of tax ⁽⁶⁾	5.1			38.4
Adjusted net income attributable to Invesco Ltd.	273.9			250.5

Average shares outstanding - diluted	411.8			408.0
Diluted EPS		$0.62			$0.52
Adjusted diluted EPS***		$0.67			$0.61

____________


*	Operating margin is equal to operating income divided by operating revenues.


**	Adjusted operating margin is equal to adjusted operating income divided by net revenues.


***	Adjusted diluted EPS is equal to adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted shares outstanding. There is no difference between the calculated earnings per share amounts presented above and the calculated earnings per share amounts under the two class method.


(1)	Proportional share of net revenues and operating income from joint venture investments

The company's two joint venture investments in China are proportionately consolidated in the company's non-GAAP measures. Enhancing our operations in China is one effort that we believe could improve our competitive position over time. Accordingly, we believe that it is appropriate to evaluate the contribution of our joint venture investments to the operations of the business.


(2)	Third-party distribution, service and advisory expenses

Third-party distribution, service and advisory expenses include renewal commissions and distribution costs (12b-1 and marketing support) paid to brokers and independent financial advisors, and other service and administrative fees paid to third parties. While the terms used for these types of expenses vary by geography, they are all expense items that are closely linked to the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements, the company must reflect these expenses gross of operating revenues under U.S. GAAP.

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Management believes that the deduction of third-party distribution, service and advisory expenses from operating revenues appropriately reflects the nature of these expenses as being passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. Further, these expenses vary extensively by geography due to the differences in distribution channels. The net presentation assists in identifying the revenue contribution generated by the business, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units. Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This financial measure is an indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company’s performance relative to industry competitors and within the company for capital allocation purposes.


(3)	CIP

See Part I, Item 1, Financial Statements, Note 12 - “Consolidated Investment Products” for a detailed analysis of the impact to the company’s Condensed Consolidated Financial Statements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove the revenues and expenses recorded by the consolidated products that have been included in the U.S. GAAP Condensed Consolidated Statements of Income.

CIP Revenue:



	Three months ended March 31,
$ in millions, except per share data	2018	2017
Management fees earned from CIP, eliminated upon consolidation	7.0	7.1
Performance fees earned from CIP, eliminated upon consolidation	—	6.1
CIP related adjustments in arriving at net revenues	7.0	13.2

(4) Business combinations

Business combination related adjustments are comprised of amounts incurred by the company in connection with business combinations. Management believes it is useful to investors and other users of our Condensed Consolidated Financial Statements to adjust for these items in arriving at adjusted operating income, adjusted operating margin and adjusted diluted EPS. Business combination related adjustments include: transaction and integration charges, the reversal of business combination-related deferred tax liabilities recorded under U.S. GAAP, currency gains recognized on revaluation of foreign currencies held in anticipation of payment for acquisition and other acquisition/disposition related adjustments. By adjusting for these items, this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and disposition related income or charges.

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See table below for a reconciliation of business combination-related items:



	Three months ended March 31,
$ in millions	2018		2017
Business combinations:
Intangible amortization expense ^(a)	4.8		3.4
Employee compensation expense ^(b)	0.9		1.1
Transaction and integration expense ^(c)	4.6		0.6
Adjustments to operating income	10.3		5.1
Changes in contingent consideration estimates ^(d)	(0.4	)	(0.5	)
Taxation:
Taxation on amortization ^(a)	(0.5	)	(0.4	)
Taxation on employee compensation expense ^(b)	(0.2	)	(0.4	)
Deferred taxation ^(e)	3.1		4.9
Taxation on transaction and integration ^(c)	(1.0	)	(0.2	)
Taxation on changes in contingent consideration estimates ^(d)	0.1		0.2
Adjustments to net income attributable to Invesco Ltd.	11.4		8.7


a.	Intangible amortization expense is associated with intangible assets that are identified from acquisition of a business and are amortized on a straight-line basis over useful lives.


b.	Employee compensation expenses are related to previous acquisitions.

Transaction and integration expenses reflect the legal, regulatory, advisory, valuation, integration-related employee incentive awards, other professional or consulting fees and general and administrative costs, which includes travel costs related to transactions and the costs of temporary staff involved in executing the transaction, and the post-closing costs of integrating the acquired business into the company’s existing operations, including incremental costs associated with achieving synergy savings.


d.	During 2015, the company acquired investment management contracts from Deutsche Bank and the purchase price was solely comprised of contingent consideration payable in future periods. Adjustment represents the change in the fair value of contingent consideration liability.

While finite-lived intangible assets are amortized under U.S. GAAP, there is no amortization charge on goodwill and indefinite-lived intangibles. In certain qualifying situations, these can be amortized for tax purposes, generally over a 15-year period, as is the case in the U.S. These deferred tax liabilities represent tax benefits that are not included in the Consolidated Statements of Income absent an impairment charge or the disposal of the related business. The company receives these tax benefits but does not anticipate a sale or impairment of these assets in the foreseeable future, and therefore the deferred tax liabilities recognized under U.S. GAAP are not expected to be used either through a credit in the Consolidated Statements of Income or through settlement of tax obligations.


(5)	Market movement on deferred compensation plan liabilities

Certain deferred compensation plan awards involve a return to the employee linked to the appreciation (depreciation) of specified investments, typically the funds managed by the employee. Invesco hedges economically the exposure to market movements.

Since these plans are hedged economically, management believes it is useful to reflect the offset ultimately achieved from hedging the investment market exposure in the calculation of adjusted operating income (and by calculation, adjusted operating margin) and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS), to produce results that will be more comparable period to period.

See below for a reconciliation of deferred compensation related items:

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	Three months ended March 31,
$ in millions	2018		2017
Market movement on deferred compensation plan liabilities:
Compensation expense related to market valuation changes in deferred compensation liability	1.6		5.7
Adjustments to operating income	1.6		5.7
Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense)	3.7		(10.2	)
Taxation:
Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense	(1.2	)	1.6
Adjustments to net income attributable to Invesco Ltd.	4.1		(2.9	)


(6)	Other reconciling items

Each of these other reconciling items has been adjusted from U.S. GAAP to arrive at the company's non-GAAP financial measures for the reasons either outlined in the paragraphs above, due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted from U.S. GAAP in a prior period.



	Three months ended March 31,
$ in millions	2018		2017
Other non-GAAP adjustments:
Business optimization charges: ^(a)
Employee compensation	4.3		15.7
Consulting and temporary labor	3.9		8.2
Property, office and technology	—		0.8
Senior executive retirement and related costs ^(b)	—		19.7
Adjustments to operating income	8.2		44.4
Foreign exchange hedge (gain)/loss ^(c)	(1.5	)	13.9
Taxation:
Taxation on business optimization charges ^(a)	(2.0	)	(8.7	)
Taxation on senior executive retirement and related costs ^(b)	—		(5.9	)
Taxation on foreign exchange hedge amortization ^(c)	0.4		(5.3	)
Adjustments to net income attributable to Invesco Ltd.	5.1		38.4


a.	Business optimization: Operating expenses for the three months ended March 31, 2018 include costs associated with a business transformation initiative.

Operating expenses for the three months ended March 31, 2017 reflect the cost of multiple senior executive retirements, including, among others, the former Senior Managing Director of EMEA and the Chairman of our Private Equity business, which resulted in expenses of $19.7 million related to accelerated vesting of deferred compensation and other separation costs. The number of senior executive retirements and magnitude of their retirement costs incurred in one quarter was unprecedented for Invesco. The company deemed it appropriate to adjust these costs from U.S. GAAP total compensation expenses in an effort to isolate and evaluate our level of ongoing compensation expenses and to allow for more appropriate comparisons to internal metrics and with the level of compensation expenses incurred by industry peers.

Included within other gains and losses, net is the mark-to-market of foreign exchange put option contracts intended to provide protection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and the Euro/U.S. Dollar foreign exchange rates. The Pound Sterling contracts provide coverage through December 31, 2018 and the Euro contracts provided coverage through December 27, 2017 . The adjustment from U.S. GAAP to non-GAAP earnings removes the impact of market volatility; therefore, the company's non-GAAP results include only the amortization of the cost of the contracts during the contract period.

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Balance Sheet Discussion ⁽¹⁾

The following table represents a reconciliation of the balance sheet information presented on a U.S. GAAP basis to the balance sheet information excluding the impact of CIP and policyholder balances for the reasons outlined in footnote 1 to the table:



	As of March 31, 2018					As of December 31, 2017
Balance sheet information $ in millions	U.S. GAAP	Impact of CIP		Impact of Policyholders	As Adjusted	U.S. GAAP	Impact of CIP		Impact of Policyholders	As Adjusted
ASSETS
Cash and cash equivalents	1,861.5	—		—	1,861.5	2,006.4	—		—	2,006.4
Unsettled fund receivables	837.6	—		—	837.6	793.8	—		—	793.8
Investments	713.6	(441.1	)	—	1,154.7	674.6	(478.9	)	—	1,153.5
Assets of CIP:
Cash and cash equivalents of CIP	260.8	260.8		—	—	511.3	511.3		—	—
Investments and other assets of CIP	5,611.0	5,611.0		—	—	5,789.5	5,789.5		—	—
Assets held for policyholders	12,902.2	—		12,902.2	—	12,444.5	—		12,444.5	—
Goodwill and intangible assets, net	8,163.6	—		—	8,163.6	8,149.4	—		—	8,149.4
Other assets ⁽²⁾	1,268.8	(3.9	)	—	1,272.7	1,299.3	(21.6	)	—	1,320.9
Total assets	31,619.1	5,426.8		12,902.2	13,290.1	31,668.8	5,800.3		12,444.5	13,424.0
LIABILITIES
Liabilities of CIP:
Debt of CIP	4,502.7	4,502.7		—	—	4,799.8	4,799.8		—	—
Other liabilities of CIP	349.5	349.5		—	—	498.8	498.8		—	—
Policyholder payables	12,902.2	—		12,902.2	—	12,444.5	—		12,444.5	—
Unsettled fund payables	811.5	—		—	811.5	783.8	—		—	783.8
Long-term debt	2,076.4	—		—	2,076.4	2,075.8	—		—	2,075.8
Other liabilities ⁽³⁾	1,505.8	—		—	1,505.8	1,867.3	—		—	1,867.3
Total liabilities	22,148.1	4,852.2		12,902.2	4,393.7	22,470.0	5,298.6		12,444.5	4,726.9
EQUITY
Total equity attributable to Invesco Ltd.	8,895.3	(0.1	)	—	8,895.4	8,696.1	(0.1	)	—	8,696.2
Noncontrolling interests ⁽⁴⁾	575.7	574.7		—	1.0	502.7	501.8		—	0.9
Total equity	9,471.0	574.6		—	8,896.4	9,198.8	501.7		—	8,697.1
Total liabilities and equity	31,619.1	5,426.8		12,902.2	13,290.1	31,668.8	5,800.3		12,444.5	13,424.0

____________

(1) These tables include non-GAAP presentations. Assets of CIP are not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco’s shareholder’s equity.


(2)	Amounts include accounts receivable, prepaid assets, property, equipment and software and other assets


(3)	Amounts include accrued compensation and benefits, accounts payable and accrued expenses and deferred tax liabilities


(4)	Amounts include redeemable noncontrolling interests in consolidated entities and equity attributable to nonredeemable noncontrolling interests in consolidated entities

Cash and cash equivalents

Cash and cash equivalents decreased by $144.9 million from $2,006.4 million at December 31, 2017 to $1,861.5 million at March 31, 2018 . See “Cash Flows Discussion” in the following section within this Management's Discussion and Analysis for additional discussion regarding the movements in cash flows during the period.

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Unsettled fund receivables and payables

Unsettled fund receivables increased by $43.8 million from $793.8 million at December 31, 2017 to $837.6 million at March 31, 2018 , due primarily to higher transaction activity between funds and investors in late March 2018 when compared to late December 2017 in our U.K. and cross-border funds, together with UITs. In our U.K. and cross-border operations, unsettled fund receivables are created by the normal settlement periods on transactions initiated by certain clients. In the company's capacity as sponsor of UITs, the company records receivables from brokers, dealers, and clearing organizations for unsettled sell trades of securities and UITs in addition to receivables from customers for unsettled sell trades of UITs. The presentation of the unsettled fund receivables and substantially offsetting payables ( $811.5 million at March 31, 2018 up from $783.8 million at December 31, 2017 ) at trade date reflects the legal relationship between the underlying investor and the company.

Investments

As of March 31, 2018 , we had $713.6 million in total investments ( December 31, 2017 : $674.6 million ). Included in investments are $264.2 million of seed money investments in affiliated funds used to seed funds as we launch new products, and $98.7 million of investments related to assets held for deferred compensation plans, which are also held primarily in affiliated funds. Seed investments increased by a net $21.2 million during the three months ended March 31, 2018 . The increase in the period reflects purchases of $26.4 million and a non-cash increase of $3.3 million due to the deconsolidation of certain CIP in the period (restoring the company's formerly eliminated investment balances). The increases in the period were offset by redemptions of $8.7 million. Investments related to deferred compensation awards increased by a net $6.4 million during the period, primarily due to net purchases of $7.3 million and changes in foreign exchange rates of $0.9 million, partially offset by negative market movement of $1.8 million.

Included in investments are $286.6 million in equity method investments in our Chinese joint venture and in certain of the company’s private equity partnerships, real estate partnerships and other co-investments ( December 31, 2017 : $277.3 million ). The increase of $9.3 million in equity method investments was driven by an increase due to current period earnings, capital calls into certain partnership investments and increases due to the changes in foreign exchange rates. This increase was partially offset by a decrease resulting from capital returns and the consolidation of certain investments during the current period.

Assets held for policyholders and policyholder payables

One of our subsidiaries, Invesco Perpetual Life Limited, is an insurance company that was established to facilitate retirement savings plans in the U.K. The entity holds assets that are managed for its clients on its balance sheet with an equal and offsetting liability. The increase in the balance of these accounts from $12,444.5 million at December 31, 2017 to $12,902.2 million at March 31, 2018 was the result of positive foreign exchange rate movements of $472.1 million and positive market movement of $29.4 million, offset by net business outflows of $43.8 million.

Intangible Assets, net

Intangible assets increased from $1,558.7 million at December 31, 2017 , to $1,559.1 million at March 31, 2018 . The increase was due to foreign exchange movement of $5.2 million, offset by amortization of $4.8 million.

Goodwill

Goodwill increased from $6,590.7 million at December 31, 2017 , to $6,604.5 million at March 31, 2018 . The increase is due to foreign exchange movements of $13.8 million. The company's annual goodwill impairment review is performed as of October 1 of each year.

Liquidity and Capital Resources

Our capital structure, together with available cash balances, cash flows generated from operations, existing capacity under our credit facility and further capital market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating, debt and other obligations as they come due and anticipated future capital requirements.

Our capital management priorities have evolved with the growth and success of our business and include:

• reinvestment in the business;

• moderate annual growth of dividends (as further discussed in the "Dividends" section below);

• share repurchase; and

• target an approximate $1 billion cash buffer in excess of European regulatory and liquidity requirements.

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These priorities are executed in a manner consistent with our desire to maintain strong, investment grade credit ratings. As of the filing of the Report, Invesco held credit ratings of A/Negative, A2/Stable and A-/Stable from Standard & Poor’s Ratings Service (“S&P”), Moody’s Investor Services (“Moody’s”) and Fitch Ratings (“Fitch”), respectively. Our ability to continue to access the capital markets in a timely manner depends on a number of factors, including our credit ratings, the condition of the global economy, investors’ willingness to purchase our securities, interest rates, credit spreads and the valuation levels of equity markets. If we are unable to access capital markets in a timely manner, our business could be adversely impacted.

On April 6, 2018, the company completed its previously announced acquisition of Guggenheim Investments' ETF business for a purchase price of $1.2 billion . To fund the purchase, the company borrowed approximately $835 million on its credit facility in early April 2018. The company plans to repay the amount borrowed over the course of 2018, returning leverage ratios to pre-acquisition levels, through the curtailment of open market share repurchases. As such, the company has not repurchased common shares in the open market to date in 2018.

On December 22, 2017, the 2017 Tax Act, was signed into law. The 2017 Tax Act, among other items, reduces the federal corporate tax rate from 35% to 21% effective January 1, 2018. Our intention is to use the additional cash flow generated from the lower tax rate first to reduce the outstanding balance on the credit facility resulting from the Guggenheim acquisition. After the credit facility balance is reduced, any residual excess will follow our capital management priorities.

Certain of our subsidiaries are required to maintain minimum levels of capital. Such requirements may change from time-to-time as additional guidance is released based on a variety of factors, including balance sheet composition, assessment of risk exposures and governance, and review from regulators. These and other similar provisions of applicable laws and regulations may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. All of our regulated EU subsidiaries are subject to consolidated capital requirements under EU Directives, including those arising from the EU's Capital Requirements Directive and the U.K.'s Internal Capital Adequacy Assessment Process (ICAAP), and capital is maintained within this sub-group to satisfy these regulations. We meet these requirements in part by holding cash and cash equivalents. This retained cash can be used for general business purposes in the European sub-group in the countries where it is located. Due to the capital restrictions, the ability to transfer cash between certain jurisdictions may be limited. In addition, transfers of cash between international jurisdictions may have adverse tax consequences. We are in compliance with all regulatory minimum net capital requirements. As of March 31, 2018 , the company's minimum regulatory capital requirement was $818.5 million ( December 31, 2017 : $761.4 million ); the increase was driven primarily by increased business activity and strengthening of the Pound Sterling against the U.S. Dollar. The total amount of non-U.S. cash and cash equivalents was $1,413.4 million at March 31, 2018 ( December 31, 2017 : $1,595.6 million ).

In addition, the company is required to hold cash deposits with clearing organizations or to otherwise segregate cash to maintain compliance with federal and other regulations in connection with its UIT broker dealer entity. At March 31, 2018 , these cash deposits totaled $11.4 million ( December 31, 2017 : $11.4 million ).

The consolidation of $5.9 billion and $4.5 billion of total assets and long-term debt of CIP as of March 31, 2018 , respectively, did not impact the company’s liquidity and capital resources. The company's risk with respect to each investment in CIP is limited to its equity ownership and any uncollected management and performance fees. The majority of CIP balances related to consolidated CLOs. The collateral assets of the CLOs are held solely to satisfy the obligations of the CLOs. The company has no right to the benefits from, nor does it bear the risks associated with, the collateral assets held by the CLOs, beyond the company’s minimal direct investments in, and management and performance fees generated from, these products, which are eliminated upon consolidation. If the company were to liquidate, the collateral assets would not be available to the general creditors of the company, and as a result, the company does not consider them to be company assets. Likewise, if the CLOs were to liquidate, their investors would have no recourse to the general credit of the company. The company therefore does not consider this debt to be an obligation of the company. See Part I, Item 1, Financial Statements - Note 12 , “Consolidated Investment Products,” for additional details.

Cash Flows Discussion

The ability to consistently generate cash flow from operations in excess of dividend payments, share repurchases, capital expenditures, and ongoing operating expenses is one of our company's fundamental financial strengths. Operations continue to be financed from current earnings and borrowings. Our principal uses of cash, other than for operating expenses, include dividend payments, capital expenditures, acquisitions, purchase of our shares in the open market and investments in certain new investment products.

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The following table represents a reconciliation of the cash flow information presented on a U.S. GAAP basis to the cash flow information, excluding the impact of the cash flows of Consolidated Investment Products for the reasons outlined in footnote 1 to the table:



Cash flow information ⁽¹⁾	Three months ended March 31, 2018						Three months ended March 31, 2017
$ in millions	U.S. GAAP		Impact of CIP		Excluding CIP		U.S. GAAP		Impact of CIP		Excluding CIP
Cash and cash equivalents, beginning of the period	2,517.7		511.3		2,006.4		2,070.2		742.2		1,328.0
Cash flows from operating activities ⁽¹⁾	(52.2	)	(53.3	)	1.1		126.5		(74.1	)	200.6
Cash flows from investing activities	(297.8	)	(276.6	)	(21.2	)	(43.8	)	(78.0	)	34.2
Cash flows from financing activities	(44.6	)	117.7		(162.3	)	(223.7	)	(43.5	)	(180.2	)
Foreign exchange movement on cash and cash equivalents	38.5		1.0		37.5		14.4		—		14.4
Increase/(decrease) in cash and cash equivalents	(356.1	)	(211.2	)	(144.9	)	(126.6	)	(195.6	)	69.0
Net cash inflows (outflows) upon consolidation/deconsolidation of CIP	(39.3	)	(39.3	)	—		(10.9	)	(10.9	)	—
Cash and cash equivalents, end of the period	2,122.3		260.8		1,861.5		1,932.7		535.7		1,397.0

(1) These tables include non-GAAP presentations. Cash held by CIP is not available for use by Invesco. Additionally, there is no recourse to Invesco for CIP debt. The cash flows of CIP do not form part of the company’s cash flow management processes, nor do they form part of the company’s significant liquidity evaluations and decisions. Policyholder assets and liabilities are equal and offsetting and have no impact on Invesco’s shareholder’s equity. The impact of cash inflows/outflows from policyholder assets and liabilities are reflected within cash flows from operating activities as changes in receivable and/or payables, as applicable.

Operating Activities

Operating cash flows include the receipt of investment management and other fees generated from AUM, offset by operating expenses and changes in operating assets and liabilities. Although some receipts and payments are seasonal, particularly bonus payments which are paid out during the first quarter, in general, after allowing for the change in cash held by CIP, and investment activities, our operating cash flows move in the same direction as our operating income.

During the three months ended March 31, 2018 , cash used in operating activities was $52.2 million compared to $126.5 million provided during the three months ended March 31, 2017 (a decrease of $178.7 million ). As shown in the tables above, the impact of CIP to cash used in operating activities was $53.3 million of cash used during the three months ended March 31, 2018 compared to $74.1 million of cash used during the three months ended March 31, 2017 . Excluding the impact of CIP, cash provided by operations was $1.1 million during the three months ended March 31, 2018 compared to $200.6 million of cash provided by operating activities during the three months ended March 31, 2017 . Cash provided by operations in the current period reflects the seasonality of variable compensation payments discussed above. Cash provided by operations in the 2017 period included $180.9 million of dispositions of investments, including seed money and deferred compensation investments sold in connection with the entry into the total return swap.

There were no significant non-cash items that impacted the comparison between the periods of operating income to net cash provided by operations.

Investing Activities

Net cash used in investing activities totaled $297.8 million for the three months ended March 31, 2018 ( three months ended March 31, 2017 : net cash used of $43.8 million ). As shown in the tables above, the impact of CIP on investing activities, including investment purchases, sales and returns of capital, was $276.6 million used ( three months ended March 31, 2017 : $78.0 million used ). Excluding the impact of CIP cash flows, net cash used in investing activities was $21.2 million ( three months ended March 31, 2017 : net cash provided of $34.2 million ).

For the three months ended March 31, 2018 , excluding the impact of CIP, cash outflows include purchases of investments of $38.7 million ( three months ended March 31, 2017 : $68.9 million ). These outflows were partially offset by collected proceeds of $38.1 million from sales and returns of capital of investments ( three months ended March 31, 2017 : $130.2 million ).

During the three months ended March 31, 2018 , the company had capital expenditures of $20.6 million ( three months ended March 31, 2017 : $27.1 million ). Our capital expenditures related principally in each period to technology initiatives, including enhancements to platforms from which we maintain our portfolio management systems, improvements in computer hardware and software desktop products for employees, new telecommunications products to enhance our internal information flow, and

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back-up business recovery systems. Also, in each period, a portion of these costs related to improvements made to the various buildings and workspaces used in our offices. These projects have been funded with proceeds from our operating cash flows.

Financing Activities

Net cash used in financing activities totaled $44.6 million for the three months ended March 31, 2018 ( three months ended March 31, 2017 : net cash used of $223.7 million ). As shown in the tables above, the impact of CIP on financing activities provided cash of $117.7 million ( three months ended March 31, 2017 : cash used of $43.5 million ). Excluding the impact of CIP, financing activities used cash of $162.3 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : cash used of $180.2 million ).

Financing cash outflows during the three months ended March 31, 2018 included $119.6 million of dividend payments for the dividends declared in January ( three months ended March 31, 2017 : dividends paid of $114.8 million ), the payment of $39.3 million to meet employees' withholding tax obligations on share vestings ( three months ended March 31, 2017 : $52.5 million ) and a payment of $3.4 million of contingent consideration ( three months ended March 31, 2017 : $3.6 million ). Financing cash outflows during the three months ended March 31, 2017 also included a repayment of the credit facility of $9.3 million .

There were no non-CIP related financing cash inflows for the three months ended March 31, 2018 and 2017 .

Dividends

Invesco declares and pays dividends on a quarterly basis in arrears. On April 26, 2018 , the company announced a first quarter 2018 cash dividend of 30.0 cents per share to holders of common shares, which will be paid on June 1, 2018 , to shareholders of record as of May 11, 2018 with an ex-dividend date of May 10, 2018 .

The declaration, payment and amount of any future dividends will be declared by our board of directors and will depend upon, among other factors, our earnings, financial condition and capital requirements at the time such declaration and payment are considered. The board has a policy of managing dividends in a prudent fashion, with due consideration given to profit levels, overall debt levels, and historical dividend payouts.

Share Repurchase Plan

The company did not purchase shares in the open market during the three months ended March 31, 2018 , ( three months ended March 31, 2017 : none ). The company did withhold an aggregate of 1.4 million shares on vesting events during the three months ended March 31, 2018 to meet employees' withholding tax obligations ( three months ended March 31, 2017 : 1.6 million ). The fair value of these shares withheld at the respective withholding dates was $39.3 million during the three months ended March 31, 2018 ( three months ended March 31, 2017 : $52.5 million ). At March 31, 2018 , approximately $1,643.0 million remains available under the share repurchase authorizations approved by the Board on October 11, 2013 and July 22, 2016.

Long-term debt

Our long-term debt at March 31, 2018 was $2,076.4 million ( December 31, 2017 : $2,075.8 million ) and was comprised of the following:



$ in millions	March 31, 2018	December 31, 2017
Floating rate credit facility expiring August 11, 2022	—	—
Unsecured Senior Notes:
$600 million 3.125% - due November 30, 2022	597.0	596.9
$600 million 4.000% - due January 30, 2024	594.3	594.0
$500 million 3.750% - due January 15, 2026	495.2	495.1
$400 million 5.375% - due November 30, 2043	389.9	389.8
Long-term debt	2,076.4	2,075.8

For the three months ended March 31, 2018 , the company's weighted average cost of debt was 3.95% ( three months ended March 31, 2017 : 3.90% ).

The company's $1.5 billion unsecured credit facility is scheduled to expire on August 11, 2022. Financial covenants under the credit agreement include: (i) the quarterly maintenance of a debt/EBITDA leverage ratio, as defined in the credit agreement, of

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not greater than 3.25 :1.00, (ii ) a coverage ratio (EBITDA, as defined in the credit agreement/interest payable for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00. As of March 31, 2018 , we were in compliance with our financial covenants. At March 31, 2018 , our leverage ratio was 1.14 :1.00 ( December 31, 2017 : 1.18:1.00 ), and our interest coverage ratio was 19.39 :1.00 ( December 31, 2017 : 18.64:1.00) .

The March 31, 2018 coverage ratio calculations are as follows:



$ millions	Total		Q1 2018		Q4 2017		Q3 2017	Q2 2017
Net income attributable to Invesco Ltd.	1,169.2		253.9		408.2		267.5	239.6
Impact of CIP on net income attributable to Invesco Ltd.	2.8		(0.6	)	(0.8	)	1.3	2.9
Tax expense	260.9		68.4		(23.2	)	123.1	92.6
Amortization/depreciation	124.1		33.6		34.6		29.7	26.2
Interest expense	94.0		23.2		23.6		23.6	23.6
Share-based compensation expense	167.0		40.9		40.4		42.4	43.3
Unrealized gains and losses from investments, net *	5.1		11.4		(17.9	)	9.8	1.8
EBITDA **	1,823.1		430.8		464.9		497.4	430.0
Adjusted debt **		$2,086.5
Leverage ratio (Debt/EBITDA - maximum 3.25:1.00)	1.14
Interest coverage (EBITDA/Interest Expense - minimum 4.00:1.00)	19.39

____________


*	Adjustments for unrealized gains and losses from investments, as defined in our credit facility, may also include non-cash gains and losses on investments to the extent that they do not represent anticipated future cash receipts or expenditures.

EBITDA and Adjusted debt are non-GAAP financial measures; however management does not use these measures for anything other than these debt covenant calculations. The calculation of EBITDA above (a reconciliation from net income attributable to Invesco Ltd.) is defined by our credit agreement, and therefore net income attributable to Invesco Ltd. is the most appropriate GAAP measure from which to reconcile to EBITDA. The calculation of Adjusted debt is defined in our credit facility and equals total debt of $2,076.4 million plus $10.1 million in letters of credit.

Credit and Liquidity Risk

Capital management involves the management of the company's liquidity and cash flows. The company manages its capital by reviewing annual and projected cash flow forecasts and by monitoring credit, liquidity and market risks, such as interest rate and foreign currency risks (as discussed in Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”), through measurement and analysis. The company is primarily exposed to credit risk through its cash and cash equivalent deposits, which are held by external firms. The company invests its cash balances in its own institutional money market products, as well as with external high credit-quality financial institutions. These arrangements create exposure to concentrations of credit risk.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. All cash and cash equivalent balances are subject to credit risk, as they represent deposits made by the company with external banks and other institutions. As of March 31, 2018 , our maximum exposure to credit risk related to our cash and cash equivalent balances is $1,861.5 million . See Item 1, Financial Statements - Note 13 , “Related Parties,” for information regarding cash and cash equivalents invested in affiliated money market funds.

The company does not utilize credit derivatives or similar instruments to mitigate the maximum exposure to credit risk. The company does not expect any counterparties to its financial instruments to fail to meet their obligations.

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Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting obligations associated with its financial liabilities. The company is exposed to liquidity risk through its $2,076.4 million in long-term debt. The company actively manages liquidity risk by preparing cash flow forecasts for future periods, reviewing them regularly with senior management, maintaining a committed credit facility, scheduling significant gaps between major debt maturities and engaging external financing sources in regular dialogue.

Effects of Inflation

Inflation can impact our organization primarily in two ways. First, inflationary pressures can result in increases in our cost structure, especially to the extent that large expense components such as compensation are impacted. To the degree that these expense increases are not recoverable or cannot be counterbalanced through pricing increases due to the competitive environment, our profitability could be negatively impacted. Secondly, the value of the assets that we manage may be negatively impacted when inflationary expectations result in a rising interest rate environment. Declines in the values of these AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM.

Off Balance Sheet Commitments

See Part I, Item 1, Financial Statements - Note 11 , “Commitments and Contingencies - Off Balance Sheet Commitments,” for more information regarding undrawn capital commitments.

Contractual Obligations

We have future obligations under various contracts relating to debt and interest payments, financing and operating leases, long-term defined benefit pension and acquisition contracts. During the three months ended March 31, 2018 , there were no material changes to the company's contractual obligations.

Critical Accounting Policies and Estimates

There have been no significant changes to the critical accounting policies disclosed in our most recent Form 10-K for the year ended December 31, 2017 . Critical accounting policies are those that require management's most difficult, subjective or complex judgments and would therefore be deemed the most critical to an understanding of our results of operations and financial condition.

Recent Accounting Standards

See Part I, Item 1, Financial Statements - Note 1 , “Accounting Policies - Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements.”

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of its business, the company is primarily exposed to market risk in the form of AUM market price risk, securities market risk, interest rate risk, and foreign exchange rate risk. There have not been any material changes to the company's exposures to market risks during the period ended March 31, 2018 that would require an update to the disclosures provided in the most recent Form 10-K.

AUM Market Price Risk

The company's investment management revenues are comprised of fees based on the value of AUM. Declines in the market prices of equity and fixed income securities, commodities and derivatives, or other similar financial instruments held in client portfolios could cause revenues to decline because of lower investment management fees by:


•	Causing the value of AUM to decrease.


•	Causing the returns realized on AUM to decrease (impacting performance fees).


•	Causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the company does not serve.


•	Causing clients to rebalance assets away from investments that the company manages into investments that the company does not manage.


•	Causing clients to reallocate assets away from products that earn higher revenues into products that earn lower revenues.

Underperformance of client accounts relative to competing products could exacerbate these factors.

Securities Market Risk

The company has investments in managed investment products that invest in a variety of asset classes. Investments are generally made to establish a track record for a new fund or investment vehicle or to hedge economically exposure to certain deferred compensation plans. The company's exposure to market risk from financial instruments measured at fair value arises from its investments.

Interest Rate Risk

Interest rate risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company is exposed to interest rate risk primarily through its external debt and cash and cash equivalent investments. On March 31, 2018 , the interest rates on 100.0% of the company's borrowings were fixed for a weighted average period of 9.7 years, and the company had a zero balance on its floating rate credit facility.

Foreign Exchange Rate Risk

The company has certain investments in foreign operations, whose net assets and results of operations are exposed to foreign currency translation risk when translated into U.S. Dollars upon consolidation into Invesco Ltd. The Company has hedged approximately 75% of the Pound Sterling-based operating income through December 31, 2018 . These put option contracts are set at a strike level of $1.250 based on the average daily foreign exchange rates for the applicable time period.

The company is exposed to foreign exchange revaluation into the Condensed Consolidated Statements of Income on monetary assets and liabilities that are held by subsidiaries in different functional currencies than the subsidiaries' functional currencies. Net foreign exchange revaluation gains were $1.3 million in the three months ended March 31, 2018 ( three months ended March 31, 2017 : $1.1 million loss), and are included in general and administrative expenses and other gains and losses, net on the Condensed Consolidated Statements of Income. We continue to monitor our exposure to foreign exchange revaluation and have put in place net investment hedge structures discussed in Part I, Item 1, Financial Statements, Note 6 -- "Other Comprehensive Income/(Loss)."

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the company is required to disclose in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in the reports that the company files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

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We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of March 31, 2018 . There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated any change in our internal control over financial reporting that occurred during the three months ended March 31, 2018 and have concluded that there was no change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item I, Note 11 , "Commitments and Contingencies - Legal Proceedings," for information regarding legal proceedings.

Item 1A. Risk Factors

The company has had no significant changes in its risk factors from those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

The following table sets forth information regarding purchases of our common shares by us and any affiliated purchases during the three months ended March 31, 2018 :



Month	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Maximum Number at end of period (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾ (millions)
January 1-31, 2018	43,558	$	37.73	—		$1,643.0
February 1-28, 2018	1,272,564	$	32.54	—		$1,643.0
March 1-31, 2018	68,266	$	32.34	—		$1,643.0
Total	1,384,388			—


(1)	An aggregate of 1,384,388 shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards.


(2)	At March 31, 2018 , a balance of $1,643.0 million remains available under the share repurchase authorizations approved by the Board on October 11, 2013 and July 22, 2016.

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Item 6. Exhibits

Exhibit Index



3.1	Memorandum of Association of Invesco Ltd., incorporating amendments up to and including December 4, 2007, incorporated by reference to exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
3.2	Third Amended and Restated Bye-Laws of Invesco Ltd., incorporating amendments up to and including May 11, 2017, incorporated by reference to exhibit 3.2 to Invesco's Quarterly Report on Form 10-Q for the period ended June 30, 2017, filed the Securities and Exchange Commission on July 27, 2017
10.1	Form of Restricted Stock Unit Award Agreement - Time Vesting - for UCITS staff - under the Invesco Ltd. 2016 Global Equity Incentive Plan
10.2	Invesco Ltd. Deferred Incentive Plan, as amended and restated January 30, 2018
10.3	Form of Restricted Fund Unit Agreement - Upfront Awards - for UCITS staff (UK version) - under the Invesco Ltd. Deferred Incentive Plan
31.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Loren M. Starr pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Loren M. Starr pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Definition Linkbase Document
101.PRE	XBRL Taxonomy Extension Labels Linkbase Document
101.DEF	XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



	INVESCO LTD.
April 26, 2018	/s/ MARTIN L. FLANAGAN
	Martin L. Flanagan
	President and Chief Executive Officer

April 26, 2018	/s/ LOREN M. STARR
	Loren M. Starr
	Senior Managing Director and Chief Financial Officer

Exhibit 10.1

INVESCO LTD. 2016 GLOBAL EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT – UCITS STAFF TIME VESTING

Non-transferable

Invesco Ltd. (“Company”)

hereby awards to

[ Participant Name ]

(“Participant” or “you”)

[ Number of Shares Granted ]

Restricted Stock Units

as of [Grant Date] (“Grant Date”)

Subject to the conditions of (i) the Invesco Ltd. 2016 Global Equity Incentive Plan as in effect from time to time (“Plan”), (ii) any Remuneration Policy of Invesco Ltd. or its Affiliates as in effect from time to time to the extent such policy is applicable to you (the “Remuneration Policy”), and (iii) this Award Agreement (including any applicable addendum), the Company hereby grants to you the number of Restricted Stock Units set forth above, which shall become vested and non-forfeitable in four (4) equal installments on each anniversary of the Grant Date, subject to the terms and conditions of this Award Agreement and applicable law.

This Award shall be effective as of the Grant Date set forth above. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan’s prospectus, that you have read and understood the following Terms and Conditions, which are incorporated herein by reference, and that you agree to the following Terms and Conditions and the terms of the Plan, the Remuneration Policy and this Award Agreement. If you fail to accept this Award Agreement within sixty (60) days after the Grant Date set forth above, the Company may determine that this Award has been forfeited.

ACCEPTED AND AGREED TO by you as of the Grant Date set forth above.

Participant:

____________________________________

Signature

Continued on the following page

ATL01/12108087v2

Exhibit 10.1

TERMS AND CONDITIONS – Restricted Stock Units (UCITS Staff) – Time Vesting

1. Plan Controls; Restricted Stock Units . In consideration of this Award, you hereby promise to honor and to be bound by the Plan, the Remuneration Policy and this Award Agreement, including the following terms and conditions, which serve as the agreed basis for your Award. The terms contained in the Plan and the Remuneration Policy are incorporated into and made a part of this Award Agreement, and this Award Agreement shall be governed by and construed in accordance with the Plan, and, if applicable, the Remuneration Policy. In the event of any actual or alleged conflict between the provisions of any of the Plan, the Remuneration Policy, if applicable, and this Award Agreement, (i) the provisions of the Remuneration Policy, if applicable, shall control and, to the extent of any conflict, be deemed to amend the Plan and the Award Agreement, and (ii) the provisions of the Plan shall control and, to the extent of any conflict, be deemed to amend the Award Agreement. The “Restricted Stock Units” (or “RSUs”) represent a contractual obligation of the Company to deliver the number of Shares specified on page 1 hereof that are issued to you pursuant to the terms of Section 10 of the Plan, subject to forfeiture as set forth below and the performance adjustment as set forth in Paragraph 17 hereof, and the additional terms and restrictions hereunder. Unless the context otherwise requires, and solely for purposes of these Terms and Conditions, the term “Company” means Invesco Ltd., its Affiliates and their respective successors and assigns, as applicable and "Employer" means the Company or Affiliate that employs you. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan.

2. Restrictions . RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered. Upon your Termination of Service for any reason other than as set forth in paragraphs (b) – (e) of Paragraph 3 hereof, you shall forfeit all of your right, title and interest in and to any unvested RSUs as of the date of your Termination of Service, except as determined by the Committee pursuant to Paragraph 3.1 hereof.

3. Vesting and Conversion to Shares . The RSUs will vest and become nonforfeitable upon the earliest to occur of the following, subject to any performance adjustment as set forth in Paragraph 17 hereof (the “Vesting Date”):


(a)	the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or


(b)	the date of your Termination of Service due to death or Disability, or

(c)

the date of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Head of Human Resources, provided that you sign a severance agreement in the form stipulated by the Company or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, or


(d)	upon the occurrence of a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or


(e)	the date of your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason.

Upon the expiration or termination of an applicable restriction set forth in this Paragraph 3, unrestricted Shares will be delivered to you in accordance with Paragraph 3.2 hereof.

3.1 Discretionary Vesting . If any or all of your RSUs would be forfeited upon your voluntary Termination of Service, you may appeal the forfeiture pursuant to the procedures established by the Committee, and the Committee, in its sole discretion, may vest some or all of such RSUs to the extent permitted under the applicable guidelines adopted by the Committee.

3.2 Conversion and Payment .

(a) Payment Date. Upon vesting, the vested portion of the RSUs will be settled on August 31 of the calendar year in which the Vesting Date falls; or (ii) if you incur a Termination of Service due to death or Disability the vested portion of the Restricted Shares shall be settled on the date of your Termination of Service (in each case, a “Payment Date”).

(b) Payment. The vested RSUs will be converted into an equal number of Shares and will be delivered as soon as practicable after the Payment Date, but not later than March 15 of the year following the year in which the Vesting Date occurs if you are subject to U.S. federal income tax on such Shares. Notwithstanding anything in these Terms and Conditions or the Plan to the contrary, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares is prohibited under local law, rules and regulations, or would require the Company, the Employer and/or you to secure any legal or regulatory approvals, complete any legal or regulatory filings, or is administratively burdensome. In addition, the Company may require you to sell any Shares acquired under the Plan at such times as may be required to comply with any local legal or regulatory requirements (in which case, you hereby expressly authorize the Company to issue sales instructions on your behalf).

4. No Shareholder Rights; Payment in Lieu of Dividends . You shall have none of the rights of a shareholder of the Company with respect to the RSUs, provided, however, that if and when cash dividends are paid with respect to the Shares while the RSUs are outstanding, your Employer shall pay to you as additional compensation an amount in cash equal to the amount of such dividends with respect to the number of Shares then underlying the RSUs.

5. Notice Period Requirement . During your employment with the Employer, you and, in the absence of Cause, the Employer shall be required to give to the other [insert number] (xx) days’ advance written notice of the intent to terminate your employment relationship (the “Notice Period”). Your employment with the Employer shall not terminate until the expiration of the Notice Period, provided, however, the

- 2 -

Exhibit 10.1

Employer shall have the right, in its sole discretion, to relieve you of any or all of your duties and responsibilities by placing you on paid administrative leave during the Notice Period and shall not be required to provide you with work or access to the Employer's offices during such leave. You shall be entitled to continue to receive your salary and certain other employee benefits for the entire Notice Period, regardless of whether the Employer exercises its right to place you on paid administrative leave. You are prohibited from working in any capacity for yourself or any other business during the Notice Period without the prior written consent of the Company. Notwithstanding the foregoing, at any time during your employment relationship the Employer may, effective immediately and without the benefit of the Notice Period, terminate the employment relationship for Cause. The date on which your employment terminates shall be your “Termination Date” for purposes of this Award Agreement.

6. Employment Matters . You agree that this Award Agreement is entered into and is reasonably necessary to protect the Company’s investment in your advancement opportunity, training and development and to protect the goodwill and other legitimate business interests of the Company. You also agree that, in consideration of the confidential information, trade secrets and training and development provided to you, you will abide by the restrictions set forth in this Paragraph 6, and you further agree and acknowledge that the restrictions set forth in this Paragraph 6 are reasonably necessary to protect the confidential and trade secret information provided to you.

6.1 Nondisclosure . You agree that, in the event of your Termination of Service for any reason, whether during or following the period when the RSUs are subject to vesting restrictions (the “Restriction Period”), you shall not directly or indirectly use for yourself or any other business or disclose to any person any Confidential Information (as defined below) without the prior written consent of the Company during the period that it remains confidential and nonpublic or a trade secret under applicable law. “Confidential Information” means all non-public information (whether a trade secret or not and whether proprietary or not) relating to the Company’s business and its customers that the Company either treats as confidential or is of value to the Company or is important to the Company’s business and operations, including but not limited to the following specific items: trade secrets (as defined by applicable law); actual or prospective customers and customer lists; marketing strategies; sales; actual and prospective pricing; products; know-how; research and development; intellectual property; information systems and software; business plans and projections; negotiations and contracts; financial or cost data; employment, compensation and personnel information; and any other non-public business information regarding the Company and the Company’s Affiliates. In addition, trade secrets will be entitled to all of the protections and benefits available under applicable law.

6.2 Nonrecruitment; Nonsolicitation . You agree that during your employment with your Employer and until six (6) months following your Termination Date, in the event of your Termination of Service for any reason, whether during or following the Restriction Period, (the “Covenant Period”), you shall not directly or indirectly, individually or in concert with any other person or entity (i) recruit, induce or attempt to recruit or induce any employee of the Company or any of its Affiliates with whom you worked or otherwise had Material Contact (as defined below) during your employment to leave the employ of the Company or otherwise lessen that party’s affiliation with the Company, or (ii) solicit, divert, take away or attempt to solicit, divert or take away any then-current or proposed client or customer of the Company with whom you had Material Contact during your employment for purposes of offering, providing or selling investment management products or services offered by the Company at the date of your Termination of Service that were offered, provided and/or sold by you on the Company’s behalf. For purposes of this provision, you had “Material Contact” with an employee if (i) you had a supervisory relationship with the employee or (ii) you worked or communicated with the employee on a regular basis; and you had “Material Contact” with a current or proposed client or customer if (i) you had business dealings with the current or proposed client or customer on behalf of the Company or (ii) you supervised or coordinated the dealings between the Company and the current or proposed client or customer.

6.3 Enforceability of Covenants . You acknowledge that the Company has a current and future expectation of business from the current and proposed customers of the Company. You acknowledge that the term and scope of the covenants set forth herein are reasonable, and you agree that you will not, in any proceeding, assert the unreasonableness of the premises, consideration or scope of the covenants set forth herein. You and the Company agree that if any portion of the foregoing covenants is deemed to be unenforceable because any of the restrictions contained in this Award Agreement are deemed too broad, the court shall be authorized to provide partial enforcement of such covenants, substitute an enforceable term or otherwise modify the Award Agreement in a manner that will enable the enforcement of the covenants to the maximum extent possible under applicable law. You agree that any breach of these covenants will result in irreparable damage and injury to the Company and that the Company will be entitled to injunctive relief without the necessity of posting any bond. You also agree that you shall be responsible for all damages incurred by the Company due to any breach of the restrictive covenants contained in this Award Agreement and that the Company shall be entitled to have you pay all costs and attorneys’ fees incurred by the Company in enforcing the restrictive covenants in this Award Agreement.

7. Relationship to Other Agreements . Subject to the limitations set forth below, in the event of any actual or alleged conflict between the provisions of this Award Agreement and (i) any other agreement regarding your employment with the Employer (“Employment Agreement”), or (ii) any prior agreement or certificate governing any award of any equity or fund award (the documents described in clauses (i) and (ii) hereof being collectively referred to as the “Other Agreements”), the provisions of this Award Agreement shall control and, to the extent of any conflict, be deemed to amend such Other Agreement. Notwithstanding the foregoing, in the event that the Notice Period referred to in Paragraph 5 or the Nondisclosure Period or Covenant Period referred to in Paragraph 6 of this Award Agreement is shorter in duration than that provided in an Employment Agreement, the Notice Period, Nondisclosure Period or Covenant Period (as applicable) set forth in the Employment Agreement shall apply.

8. Employee Data Privacy . Pursuant to applicable personal data protection laws, the Company hereby notifies you of the following in relation to your personal data and the collection, use, processing and transfer (collectively, the “Use”) of such data in relation to the Company’s grant

- 3 -

Exhibit 10.1

of the RSUs and your participation in the Plan. The Use of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan. Your denial and/or objection to the Use of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge, consent and agree (where required by applicable law) to the Use of personal data as described in this Paragraph 8.

The Company and the Employer hold certain personal information about you, which may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, job title, any Shares held by you, details of all RSUs or any other entitlement to Shares awarded in your favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by you or collected, where lawful, from the Company, Affiliates or third parties, and the Company or the Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such data are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

The Company and the Employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and the Employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan.

You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting your Employer’s human resources manager or Invesco, Ltd., Manager, Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309.

9. Income Taxes and Social Insurance Contribution Withholding . Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of the RSUs, the subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends and dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.

If your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a portion of the Shares otherwise issuable upon vesting of the RSUs that have an aggregate Fair Market Value on the vesting date sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the grant of the RSUs and the issuance of Shares hereunder. Alternatively (or in combination), the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your regular salary or other amounts payable to you, with no withholding of Shares, or may require you to submit payment equivalent to the minimum Tax-Related Items required to be withheld with respect to the Shares by means of certified check, cashier’s check or wire transfer. By accepting the RSUs, you expressly consent to the methods of withholding as provided hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment thereof shall be your sole responsibility.

To the extent the Company or the Employer pays any Tax-Related Items that are your responsibility (“Advanced Tax Payments”), the Company or the Employer shall be entitled to recover such Advanced Tax Payments from you in any and all manner that the Company determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be otherwise owed to you by the Company or the Employer (including regular salary/wages, bonuses, incentive payments and Shares acquired by you pursuant to any equity compensation plan that are otherwise held by the Company for your benefit).

10. Code Section 409A . Notwithstanding the terms of this Award Agreement, if you are subject to U.S. federal income tax on any amounts payable hereunder and if any such amounts, including amounts payable pursuant to Paragraph 5 of this Award Agreement, constitute nonqualified deferred compensation under Section 409A of the Code, those amounts shall be subject to the provisions of Section 13(g) of the Plan (as if the amounts were Awards under the Plan, to the extent applicable).

- 4 -

Exhibit 10.1

11. Notice . Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Invesco Ltd., Manager, Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309, or to any other address designated by the Company in a written notice to you. Notices to you will be directed to your address then currently on file with the Company, or to any other address given by you in a written notice to the Company.

12. Repatriation; Compliance with Laws . As a condition to the grant of these RSUs, you agree to repatriate all amounts attributable to the RSUs in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Company, the Employer and the Company’s local Affiliates, as may be required to allow the Company, the Employer and the Company’s local Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

13. Discretionary Nature of Plan; No Vested Rights . You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time as provided under the Plan. The grant of the RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive RSUs or other awards or benefits in lieu of RSUs in the future. Future awards, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of an award, the number of Shares subject to an award and the vesting provisions.

14. Termination Indemnities . The value of the RSUs is an extraordinary item of compensation outside the scope of your employment. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to which you may be otherwise entitled.

15. Compliance with Age Discrimination Rules . For purposes of this Award Agreement, if you are a local national of and employed in a country that is a member of the European Union, the grant of the RSUs and the terms and conditions governing the RSUs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the RSUs or this Award Agreement or the Plan is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

16. Use of English Language . You acknowledge and agree that it is your express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted with respect to the RSUs be drawn up in English. If you have received this Award Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

17. Performance Adjustment – Malus and Claw Back . Notwithstanding any other provision of this Award Agreement or the Plan, prior to the Payment Date the Committee may determine, in good faith, whether any of the following circumstances have occurred during the time period between the Grant Date and the Payment Date:

(a) the financial performance of the Company has suffered a significant downturn or deterioration; or

(b) the investment performance of the Company has suffered a significant deterioration; or

(d) there is a significant failure of risk management in relation to the Company or its investment portfolios.

If the Committee determines, in its sole discretion, that your actions were a significant contributing factor towards any of the situations set forth in (a) through (d) above, the Committee, in its sole discretion may reduce or eliminate entirely the number of Restricted Shares granted hereunder, and you will forfeit all right, title and interest in and to such Restricted Shares so reduced or eliminated (the “Forfeit Obligation”). You agree that the Company shall have the right to enforce the Forfeit Obligation by all legal means available, including without limitation, by withholding other amounts or property owed to you by the Company.

18. Compliance with the EU Directive on Undertakings for Collective Investments in Transferable Securities . To the extent the RSUs are subject to the EU Directive on Undertakings for Collective Investments in Transferable Securities (“UCITS”), the RSUs shall be administered and settled in accordance with applicable requirements, including the timing and method of distribution.

19. Value of Benefit . The future value of the Shares subject to the RSUs is unknown and cannot be predicted with certainty. Neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation, where applicable, between your local

- 5 -

Exhibit 10.1

currency and the United States dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

20. Addendum to Award Agreement . Notwithstanding any provisions in this Award Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an addendum to this Award Agreement (“Addendum”). Further, if you transfer residency and/or employment to another country as may be reflected in an Addendum to this Award Agreement, the special terms and conditions for such country will apply to your RSUs to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). Any applicable Addendum shall constitute part of this Award Agreement.

21. Additional Requirements . The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

22. Insider Trading / Market Abuse Laws. Your country of residence (and country of employment, if different) may have insider trading and/or market abuse laws that may affect your ability to acquire or sell Shares under the Plan during such times you are considered to have “inside information” (as defined under local law). These laws may be the same or different from any Company insider trading policy. You acknowledge that it is your responsibility to be informed of and compliant with such regulations, and you should consult with your personal advisors for additional information.

23. Severability . The invalidity or unenforceability of any provision of the Plan or this Award Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Award Agreement.

24. Electronic Delivery and Signature . The Committee may, in its sole discretion, decide to deliver any documents related to the RSUs by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Further, to the extent applicable, all references to signatures and delivery of documents in this Award Agreement can be satisfied by procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents, including this Award Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

2016 GEIP RSU Agreement - UCITS (January 2018).doc

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Exhibit 10.1

INVESCO LTD. 2016 GLOBAL EQUITY INCENTIVE PLAN

ADDENDUM TO

RESTRICTED STOCK UNIT AGREEMENT – TIME VESTING

Non-transferable

In addition to the terms of the Invesco Ltd. 2016 Global Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement – Time Vesting (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent you relocate your residency and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) also shall apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

AUSTRALIA

1. Breach of Law . Notwithstanding anything to the contrary in the Agreement or the Plan, you will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

CANADA

1. Settlement in Shares Only . Notwithstanding any provision of the Agreement, the RSUs shall be settled in Shares only (and shall not be settled in cash).

2. Securities Law Information . You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the Shares are listed. The Shares currently are listed on the New York Stock Exchange.

3. Use of English Language . If you are a resident of Quebec, by accepting the RSUs, you acknowledge and agree that it is your express wish that the Agreement, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, either directly or indirectly, be drawn up in English.

L'utilisation de la langue anglaise . Si le participant est un résident du Québec, en acceptant le RSUs, le participant reconnaît et accepte que ce est la volonté expresse du participant que l'Accord, le présent addenda, ainsi que tous les autres documents, avis et procédures judiciaires exécutés, donnés ou engagée conformément à la RSUs, soit directement ou indirectement, être rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM.

For residents of Quebec: Please sign and return this addendum to: IVZequityplanadministration@invesco.com by no later than sixty (60) days after the Grant Date set forth in the Agreement.

___________________________________ ______________________________

Participant Signature Participant Name (Printed)

_____________________

Date

- 7 -

Exhibit 10.1

FRANCE

1. Nature of the Award . The RSUs are not granted under the French specific regime provided by Articles L225-197-1 and seq. of the French Commercial Code.

2. Use of English Language . By accepting the RSUs, you acknowledge and agree that it is your express wish that the Agreement, this Addendum, as well as all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, either directly or indirectly, be drawn up in English.

L'utilisation de la langue anglaise . En acceptant le RSUs, le participant reconnaît et accepte que ce est la volonté expresse du participant que l'Accord, le présent addenda, ainsi que tous les autres documents, avis et procédures judiciaires exécutés, donnés ou engagée conformément à la RSUs, soit directement ou indirectement, être rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM.

Please sign and return this addendum to: IVZequityplanadministration@invesco.com by no later than sixty (60) days after the Grant Date set forth in the Agreement.

___________________________________ ______________________________

Participant Signature Participant Name (Printed)

_____________________

Date

HONG KONG

1. Settlement in Shares . Notwithstanding anything to the contrary in the Agreement, Addendum or the Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).

2. Lapse of Restrictions . If, for any reason, Shares are issued to you within six (6) months of the Grant Date, you may not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

2. Nature of the Plan . The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the RSU shall be null and void.

3. Wages . The RSUs and Shares subject to the RSUs do not form part of your wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

4. IMPORTANT NOTICE . WARNING: The contents of the Agreement, the Addendum, the Plan, and all other materials pertaining to the RSUs and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain independent professional advice.

INDIA

1. Repatriation Requirements . As a condition of the grant of the RSUs, you agree to repatriate all sales proceeds and dividends attributable to Shares acquired under the Plan in accordance with local foreign exchange rules and regulations. Neither the Company, nor your Employer, nor any of its Affiliates shall be liable for any fines or penalties resulting from your failure to comply with applicable laws.

NETHERLANDS

1. Waiver of Termination Rights . You waive any and all rights to compensation or damages as a result of any termination of employment for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or

- 8 -

Exhibit 10.1

entitlements under the Plan, or (b) you ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.

SINGAPORE

1. Securities Law Notification . The RSUs are being granted pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“ SFA ”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that the RSUs are subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares underlying the RSUs in Singapore unless such sale or offer in is made more than six (6) months from the Grant Date or pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

2. Chief Executive Officer / Director Notification Requirement . If you are the chief executive officer (“CEO”) or a director, associate director or shadow director ¹ of a Singapore Affiliate, you must notify the Singapore Affiliate in writing of an interest (e.g., RSUs, Shares, etc.) in the Company or any Affiliate within two (2) business days of (i) acquiring or disposing of such interest, (ii) any change in a previously disclosed interest (e.g., sale of Shares), or (iii) becoming the CEO or a director, associate director or shadow director of the Singapore Affiliate.

SOUTH AFRICA


1.	Tax Obligations . The following provision supplements Paragraph 9 of the Agreement:

By accepting the RSUs, you agree to notify your Employer of the amount of any income realized upon vesting of the RSUs. If you fail to advise your Employer of the income realized upon vesting of the RSUs, you may be liable for a fine. You will be responsible for paying any difference between the actual tax liability and the amount withheld by your Employer.

2. Exchange Control Obligations. You are solely responsible for complying with applicable exchange control regulations and rulings (the “Exchange Control Regulations”) in South Africa. As the Exchange Control Regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the Plan to ensure compliance with current Exchange Control Regulations. Neither the Company, nor your Employer nor any of its Affiliates will be liable for any fines or penalties resulting from your failure to comply with applicable laws.

3. Securities Law Information and Deemed Acceptance of RSUs. Neither the RSUs nor the underlying Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African governmental authority.

Pursuant to Section 96 of the Companies Act, the RSU offer must be finalized on or before the 60th day following the Grant Date. If you do not want to accept the RSUs, you are required to decline the RSUs no later than the 60th day following the Grant Date. If you do not reject the RSUs on or before the 60th day following the Grant Date, you will be deemed to accept the RSUs.

SOUTH KOREA

1. Consent to Collection/Processing/Transfer of Personal Data . Pursuant to applicable personal data protection laws, the Company hereby notifies you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the Company’s grant of RSUs and your participation in the Plan. The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan and your participation in the Plan, and although you have the right to deny or object to the collection, processing and transfer of personal data, you denial and/or objection to the collection, processing and transfer of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge and consent (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and your Employer hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number (resident registration number) or other employee identification number, salary, nationality, job

_____________________________

¹ A shadow director is an individual who is not on the board of directors of the Singapore Affiliate but who has sufficient control so that the board of directors of the Singapore Affiliate acts in accordance with the directions or instructions of the individual.

- 9 -

Exhibit 10.1

title, any Shares or directorships held in the Company, details of all RSUs, options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by you or collected, where lawful, from third parties, and the Company and your Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for RSUs participation in the Plan.

The Company and your Employer will transfer Data internally as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company and your Employer may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The third party recipients of Data may be Affiliates of the Company and / or a third party service provider or any successor or any other third party that the Company or third party service provider (or its successor) may engage to assist with the implementation, administration and management of the Plan from time to time. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the Plan.

The Company, your Employer and any third party recipient of the Data will use, process and store the Data only to the extent they are necessary for the purposes described above.

You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan, and (e) withdraw your consent to the collection, processing or transfer of Data as provided hereunder (in which case, the RSUs will be null and void). You may seek to exercise these rights by contacting your local Human Resources manager or the Company’s third party administrator.

BY ELECTRONICALLY ACCEPTING THIS AGREEMENT AND ADDENDUM:


1)	I AGREE TO THE COLLECTION, USE, PROCESSING AND TRANSFER OF THE DATA AS DESCRIBED ABOVE.


2)	I AGREE TO THE PROCESSING OF MY UNIQUE IDENTIFYING INFORMATION (RESIDENT REGISTRATION NUMBER) AS DESCRIBED ABOVE.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM.

Please sign and return this addendum to: IVZequityplanadministration@invesco.com by no later than sixty (60) days after the Grant Date set forth in the Agreement.

___________________________________ ______________________________

Participant Signature Participant Name (Printed)

_____________________

Date

SPAIN

1. Acknowledgement of Discretionary Nature of the Plan; No Vested Rights . By accepting the RSUs, you consent to participation in the Plan and acknowledge receipt of a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and in its sole discretion granted the RSUs under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Affiliates

- 10 -

Exhibit 10.1

on an ongoing basis. Consequently, you understand that the RSUs are granted on the assumption and condition that the RSUs and the Shares acquired upon settlement of the RSUs shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that this grant would not be made to you but for the assumptions and conditions referenced above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the RSUs shall be null and void.

You understand and agree that, as a condition of the RSUs, unless otherwise provided in the Agreement, any unvested RSUs as of the date you cease active employment will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of Termination of Service. You acknowledge that you have read and specifically accept the conditions referred to in the Agreement regarding the impact of a Termination of Service on the RSUs.

2. Termination for Cause . Notwithstanding anything to the contrary in the Plan or the Agreement, “Cause” shall be defined as set forth in the Plan, regardless of whether the termination is considered a fair termination (i.e., “ despido procedente ”) under Spanish legislation.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM.

Please sign and return this addendum to: IVZequityplanadministration@invesco.com by no later than sixty (60) days after the Grant Date set forth in the Agreement.

___________________________________ ______________________________

Participant Signature Participant Name (Printed)

_____________________

Date

SWITZERLAND

1. Securities Law Notification . The grant of the RSUs and the issuance of any Shares is not intended to be a public offering in Switzerland. Neither this document nor any other materials relating to the RSUs constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.

* * * * *

- 11 -

Exhibit 10.2

INVESCO LTD. DEFERRED INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 30, 2018)

1. Purposes

The Company has established the Plan, formerly known as the Invesco Short-Term Incentive Plan, to (i) promote the success of the Company by aligning the interests of investment professionals and other employees with the interests of the Company’s shareholders and investors, (ii) provide such employees with an incentive for outstanding performance at both the Company level and the fund level and (iii) enhance the Company’s ability to motivate, attract and retain such employees.

2. Effective Date of Restatement

This amendment and restatement is effective with respect to Awards granted on or after January 30, 2018.

3. Definitions

Except as otherwise specifically provided in an Investment Fund Agreement, each capitalized word, term or phrase used in the Plan shall have the meaning set forth in this Section 3 or, if not defined in this Section, the first place that it appears in the Plan.

“Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning of section 409A of the Code, an “Affiliate” of a corporation or other entity means all other entities with which such corporation or other entity would be considered a single employer under sections 414(b) or 414(c) of the Code.

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares or shares or units of any Investment Choice, as applicable.

“Award” means an award granted hereunder that shall consist of an Investment Fund Award and/or an Invesco Stock Award, and administered as set forth herein.

“Beneficiary” means the person(s) or trust(s) entitled by will or the laws of descent and distribution to receive any amounts payable or exercise any applicable rights under the Participant’s Award(s) after the Participant’s death.

“Board” means the Board of Directors of the Company.

“Cause” means, with respect to a Participant, (i) if such Participant is a party to an Individual Agreement at the time of a Termination of Service that defines such term (or word(s) of similar meaning), the meaning given in such Individual Agreement or (ii) if there is no such Individual Agreement or if it does not define Cause (or word(s) of similar meaning): (A) the Participant’s plea of guilty or nolo contendere to, or conviction of, (1) a felony (or its equivalent in a non-United States jurisdiction) or (2) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company

Exhibit 10.2

or any of its Affiliates, as determined by the Committee in its sole discretion, or that legally prohibits the Participant from working for the Company or any of its Affiliates; (B) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to the Company or any of its Affiliates in any material respect; (C) the Participant’s failure, in each case in any material respect, to (1) perform the Participant’s employment duties, (2) comply with the applicable policies of the Company or any of its Affiliates, (3) follow reasonable directions received from the Company or any of its Affiliates or (4) comply with covenants contained in any Individual Agreement or Investment Fund Agreement to which the Participant is a party; or (D) with respect to Participants employed outside the United States, such other definition as may be codified under local laws, rules and regulations. With respect to a Participant’s termination of directorship, “Cause” shall include only an act or failure to act that constitutes cause for removal of a director under the applicable Affiliate’s Bye Laws.

“Change in Control” means any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (A) the then outstanding shares of the Company (the “ Outstanding Company Shares ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided , however , that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) during any period of twelve (12) consecutive months, individuals who, as of January 1, 2018, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to January 1, 2018 whose election, or nomination for election by the Company’s Shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (each, a “ Corporate Transaction ”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares and the combined voting power of the then outstanding voting

Exhibit 10.2

securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the Company or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation (or other governing board of a non-corporate entity) resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or

(iv) approval by the Shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, an event described above shall be a Change in Control with respect to an Award that constitutes a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code only if such event is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the U.S. Internal Revenue Service or the U.S. Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and guidance.

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be appointed by the Board to act as the Committee under the Plan. If at any time there is no such Compensation Committee or other committee or subcommittee appointed by the Board, the Board shall be the Committee. The Committee shall consist of two or more directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. Any member of the Committee who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Committee to the extent required to comply with Rule 16b-3 of the Exchange Act.

“Company” means Invesco Ltd., a Bermuda exempted company.

“Corporate Event” means a merger, consolidation, stock rights offering, liquidation, separation, spinoff, reorganization, Disaffiliation or other similar event affecting the Company or any of its Affiliates.

Exhibit 10.2

“Disability” means, with respect to a Participant, (i) a “disability” (or words of similar meaning) as defined in any Individual Agreement to which the Participant is a party or (ii) if there is no such Individual Agreement or it does not define “disability” (or words of similar meaning), (A) a permanent and total disability as determined under the Company’s long-term disability plan applicable to the Participant, (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee in its sole discretion; or (C) with respect to Participants employed outside the United States, such other definition as may be codified under local laws, rules and regulations. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the foregoing, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code, “Disability” shall mean a “disability” as defined under section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Disaffiliation” means an Affiliate’s or business division’s ceasing to be an Affiliate or business division for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Affiliate or a sale of a business division of the Company and its Affiliates).

“Eligible Individual” means an investment professional or other individual who is employed by the Company or an Affiliate.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.

“Fair Market Value” means (i) with respect to Shares, “Fair Market Value” as defined in the GEIP, and (ii) with respect to any Investment Choice other than Shares, unless otherwise determined by the Committee, the closing price of a share or unit of such Investment Choice on the Applicable Exchange on the Valuation Date or, if shares or units of such Investment Choice are not traded on the Applicable Exchange on such Valuation Date, then on the next preceding date on which the shares or units of such Investment Choice are traded, all as reported by such source as the Committee may select; provided, however, that if the shares or units of any Investment Choice are not listed on a national securities exchange as of any Valuation Date, the Fair Market Value of such Investment Choice as of such Valuation Date shall be determined by the Committee in its good faith discretion.

“GEIP” means the Invesco Ltd. 2016 Global Equity Incentive Plan, or such other successor, replacement or alternative plan that the Company maintains from time to time and that the Committee designates for use in connection with this Plan

“Good Reason” means, with respect to a Participant, during the 24-month period following a Change in Control, actions taken by the Company or any of its Affiliates resulting in a material negative change in the employment relationship of the Participant who is an officer or an employee including, without limitation:

Exhibit 10.2

(i) the assignment to the Participant of duties materially inconsistent with the Participant’s position (including status, titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities, in each case from those in effect immediately prior to the Change in Control;

(ii) a material reduction of the Participant’s aggregate annual compensation, including, without limitation, base salary and annual bonus opportunity, from that in effect immediately prior to the Change in Control;

(iii) a change in the Participant’s principal place of employment that increases the Participant’s commute by 40 or more miles or materially increases the time of the Participant’s commute as compared to the Participant’s commute immediately prior to the Change in Control; or

(iv) any other action or inaction that constitutes a material breach by the Company or an Affiliate of any Individual Agreement.

In order to invoke a Termination of Service for Good Reason, a Participant must provide written notice to the Company or Affiliate with respect to which the Participant is employed or providing services of the existence of one or more of the conditions constituting Good Reason within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition. In the event that the Company or Affiliate fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s Termination of Service must occur, if at all, within 90 days following such Cure Period in order for such termination as a result of such condition to constitute a Termination of Service for Good Reason.

“Grant Date” means, with respect to an Investment Fund Award, the date established by the Committee as of which an amount allocated to an Investment Fund Award is first credited in the form of an Investment Choice to a Participant’s Investment Funds Account and, with respect to an Invesco Stock Award, the date of grant of such award under the GEIP.

“Individual Agreement” means a written employment, consulting or similar agreement between a Participant and the Company or one of its Affiliates.

“ Invesco Stock Award ” means an award of restricted stock or restricted stock units under the GEIP.

“Investment Choice” means the fund, trust, company stock or similar investment vehicle in which a Participant’s Investment Funds Account is notionally invested. The Committee shall designate the Investment Choices available with respect to each Award.

“Investment Fund Agreement” means the written document or agreement setting forth the terms and conditions of an Investment Fund Award and any addendum thereto.

Exhibit 10.2

“Investment Fund Award” means the right to a payment of certain amounts credited to a Participant’s Investment Funds Account, subject to the terms and conditions of the Plan, and any Investment Fund Agreement.

“Investment Funds Account” means the account maintained by the Company for each Participant, which reflects the Participant’s Investment Fund Award(s) and any adjustments thereto.

“Participant” means an Eligible Individual who has been granted an Award and who has accepted the terms and conditions of the Plan and any applicable Investment Fund Agreement and, with regard to Awards that have been allocated to an Invesco Stock Award, who has accepted the terms and conditions of the GEIP or any related agreement, as appropriate.

“Payment Date” means the date an Investment Fund Award is distributed and paid in accordance with the conditions established by the Committee or otherwise provided in the Investment Fund Agreement.

“Performance Goals” means the performance goals, if any, established by the Committee in connection with the grant of an Investment Fund Award. The manner in which such Performance Goals are calculated or measured shall be determined by the Committee in its sole discretion.

“Plan” means the Invesco Ltd. Deferred Incentive Plan, formerly known as the Invesco Short-Term Incentive Plan, as set forth herein and as amended from time to time.

“Share” or “Shares” means common shares, par value $0.20 each, of the Company.

“Shareholder” has the same meaning as the term “Member” in the Companies Act 1981 of Bermuda.

“Termination of Service” means the termination of the Participant’s employment with, or performance of services for, the Company and any of its Affiliates. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under section 409A of the Code to the extent required by section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder. A Participant has a separation from service within the meaning of section 409A of the Code if the Participant terminates employment with the Company and all Affiliates for any reason. A Participant will generally be treated as having terminated employment with the Company and all Affiliates as of a certain date if the Participant and the Company or Affiliate that employs the Participant reasonably anticipate that the Participant will perform no further services for the Company or any Affiliate after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Participant has been providing services for fewer than 36 months); provided, however, that the employment relationship is

Exhibit 10.2

treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six (6) months or, if longer, so long as the Participant retains the right to reemployment with the Company or any Affiliate.

“Valuation Date” means any date as of which an Investment Choice can be valued reliably, as determined by the Committee in its sole discretion.

“Vesting Date” means the date an Investment Fund Award becomes vested in accordance with the vesting conditions established by the Committee or as otherwise provided in the Investment Fund Agreement.

4. Administration

(a) Committee . The Plan shall be administered by the Committee, which shall have the authority set forth herein.

(b) Authority. Among other things, the Committee in its sole discretion, acting in its dual capacity as the Committee under this Plan and the Committee under the GEIP, shall have the authority, subject to the terms and conditions of the Plan:

(i) to select the Eligible Individuals to whom Awards shall be made from time to time;

(ii) to determine the allocation of potential Awards to Investment Fund Awards and, if applicable, Invesco Stock Awards or to permit Eligible Individuals to allocate such amounts between Investment Fund Awards and, if applicable, Invesco Stock Awards, and to determine the allocation of Investment Fund Awards to Investment Choices selected by the Committee or to permit Eligible Individuals to allocate Investment Fund Awards to the Investment Choices made available by the Committee;

(iii) to determine the terms and conditions of Awards as the Committee shall deem appropriate;

(iv) to adopt sub-plans and special provisions applicable to Investment Fund Awards regulated by the laws of a jurisdiction outside of the United States, which sub-plans and special provisions may take precedence over other provisions of the Plan, and to approve the form of Investment Fund Agreement and any related addendum as may be applicable to such Investment Fund Awards;

(v) to modify, amend or adjust the terms and conditions of any Award or Investment Fund Agreement (subject to Section 10 hereof), including any Performance Goals, as set forth in the Plan;

(vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(vii) to interpret the terms and provisions of the Plan and any Award or Investment Fund Agreement;

Exhibit 10.2

(viii) subject to Section 9, to accelerate or extend the vesting, lapse of restrictions or payment date applicable to any Investment Fund Award, based in each case on such considerations as the Committee determines;

(ix) to determine whether, to what extent and under what circumstances cash or other property payable with respect to an Award shall be deferred either automatically or at the election of the Participant;

(x) to establish any “blackout” period that the Committee deems necessary or advisable;

(xi) to decide all other matters to be determined in connection with any Award under the Plan; and

(xii) to otherwise administer the Plan.

(c) Delegation of Authority . To the extent permitted under applicable law and, with respect to any Invesco Stock Award, the GEIP, the Committee may delegate its authority under the Plan to any person or persons selected by the Committee, including one or more members of the Committee, and any person or persons to whom such authority is delegated shall be deemed to be the Committee with respect to, and to the extent of, its or their authority.

(d) Procedures .

(i) The Committee may act by a majority of its members then in office and through any person or persons to whom it has delegated its authority under Section 4(c), except to the extent otherwise provided in the GEIP with respect to an Invesco Stock Award.

(ii) Except to the extent otherwise provided in the GEIP with respect to an Invesco Stock Award, any authority granted to the Committee may also be exercised by the full Board, and to the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(e) Discretion of Committee and Binding Effect . Any determination made by the Committee or an appropriately delegated person or persons with respect to the Plan or any Award (including, without limitation, any determination involving the appropriateness or equitableness of any action) shall be made in the sole discretion of the Committee or such delegate, unless in contravention of any express term of the Plan. All decisions made by the Committee or any appropriately delegated person or persons shall be final and binding on all persons, including the Company, Eligible Individuals and Participants. Notwithstanding the foregoing, following a Change in Control, any determination by the Committee as to whether “Cause” or “Good Reason” exists shall be subject to de novo review.

(f) Cancellation or Suspension . Notwithstanding any other terms of the Plan, an Investment Fund Agreement or an Award, the Committee or an appropriately delegated person or persons in its or their sole discretion shall have the full power and authority to determine whether, to what extent and under what circumstances any outstanding Award or any portion thereof shall be cancelled or suspended and may cancel or suspend any Award or any portion thereof. Without in any way limiting the generality of the preceding sentence, the following are

Exhibit 10.2

examples, without limitation, of when all or any portion of an outstanding Award to any Participant may be canceled or suspended: if the Participant (1) in the sole discretion of the Committee or any appropriately delegated person or persons, materially breaches (A) any duties of Participant’s employment (whether express or implied), including without limitation Participant’s duties of fidelity, good faith and exclusive service, (B) any general terms and conditions of Participant’s employment such as an employee handbook or guidelines, (C) any policies and procedures of the Company or any of its Affiliates applicable to the Participant, or (D) any other agreement regarding Participant’s employment with the Company or any of its Affiliates, or (2), without the prior written explicit consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), while employed by, or providing services to, the Company or any of its Affiliates or after a Termination of Service, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company or any of its Affiliates or with any business in which the Company or any of its Affiliates has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion.

(g) Award Agreement. The terms and conditions of each Investment Fund Award under the Plan, as determined by the Committee, shall be set forth in writing (including electronically), shall be issued in the name of the Company or the Affiliate that employs the Participant and shall be delivered to a Participant receiving an Investment Fund Award upon, or as promptly as is reasonably practicable following, the grant of such Investment Fund Award. Unless otherwise specified by the Committee, in its sole discretion, or otherwise provided in an Investment Fund Award or an Investment Fund Agreement, an Investment Fund Award shall not be effective unless the related Investment Fund Agreement is signed or otherwise accepted by the Participant receiving the Investment Fund Award (including by electronic means). The Committee, in its sole discretion, may deliver any documents related to an Investment Fund Award by electronic means. Investment Fund Agreements may be amended only in accordance with Section 10. Awards that are allocated to Invesco Stock Awards shall be administered under the GEIP.

5. Eligibility and Elections

(a) Eligibility. The Committee, in its sole discretion, shall determine and designate the Eligible Individuals who shall receive Awards and shall make Awards. An Eligible Individual shall become a Participant in the Plan upon the Eligible Individual’s acceptance of the terms and conditions of the Plan and an Investment Fund Agreement or, in the case of an Invesco Stock Award, an award agreement issued pursuant to the GEIP. The Committee’s decision to grant an Award to an Eligible Individual shall not guarantee or give the Eligible Individual any right to receive a grant of an Award in the future.

(b) Elections . Unless the Committee specifies the allocation of a potential Award between Investment Choices or to an Invesco Stock Award, an Eligible Individual shall, within the time period prescribed by the Committee, elect:

(i) the percentage of a potential Award that will be allocated to an Investment Fund Award and, if applicable, to an Invesco Stock Award (in one percent (1%)

Exhibit 10.2

increments); provided, however , that the Committee may require that specified minimum percentages of the amount be allocated to an Investment Fund Award or an Invesco Stock Award; and

(ii) the Investment Choices in which the Participant’s Investment Fund Award will be deemed invested (in one percent (1%) increments), if applicable.

An Eligible Individual’s election under this Section 5(b) shall be irrevocable and non-amendable, except as specifically provided by the Committee. If an Eligible Individual who is permitted to allocate a potential Award between an Investment Fund Award and an Invesco Stock Award fails to make such allocation in a timely manner, the entire amount will be allocated solely to an Invesco Stock Award, unless the Committee specifies that the amount will be allocated in a different manner.

An Investment Fund Award shall be administered in accordance with and subject to the terms and conditions of this Plan and the applicable Investment Fund Agreement. An Invesco Stock Award shall be administered in accordance with and subject to the GEIP and the applicable stock award agreement.

6. Investment Fund Awards

(a) Grant of Investment Fund Awards and Credits to Investment Funds Accounts. Upon a Participant’s acceptance of the terms and conditions of the Plan and an Investment Fund Agreement, an Investment Fund Award shall be effective as of the Grant Date determined by the Committee, and the Participant’s Investment Funds Account shall be credited with the Investment Fund Award as of the Grant Date.

(b) Investment Choice Allocation. Amounts credited to a Participant’s Investment Funds Account shall be deemed invested in one percent (1%) increments in one or more of the Investment Choices made available under the Plan. Except as otherwise permitted by the Committee in its sole discretion, a Participant may not amend, alter or otherwise reallocate the Investment Choices designated by a Participant pursuant to Section 5(b).

(c) Investment and Valuation of Investment Funds Account. Any portion of an Investment Fund Award allocated to an Investment Choice shall be denominated in shares or units of such investment by dividing the applicable cash amount by the Fair Market Value of a share or unit in the applicable Investment Choice as of the Grant Date, and if required for record keeping purposes or otherwise applicable, rounding down to the nearest whole number of such shares or units. Unless otherwise determined by the Committee, as of the time of any payment of a cash dividend with respect to shares or units of an Investment Choice deemed held in a Participant’s Investment Fund Account, the number of shares or units deemed held shall be adjusted by crediting a number of shares or units equal to (i) the cash amount of the aggregate dividends that would be payable on the number of shares or units of the underlying Investment Choice deemed held immediately before the record date for the dividend, divided by (ii) the Fair Market Value of the shares or units of such Investment Choice on the date the dividend is paid. As of any Valuation Date, the Participant’s interest in each such investment shall be valued by multiplying the Fair Market Value of the Investment Choice as of such date by the number of shares or units deemed held in the underlying Investment Choice as of such date.

Exhibit 10.2

All allocations to an Investment Choice deemed credited to a Participant’s Investment Funds Account shall be wholly notional and shall be used solely to determine the amount payable to a Participant pursuant to Section 6(g). Neither the Company nor the Committee shall have any obligation to purchase shares or units in any Investment Choice unless and until payment is made to a Participant in shares or units of an Investment Choice.

(d) Committee Discretion . The Committee shall have the sole discretion to determine the Investment Choices available to each Participant and may change, limit or eliminate an Investment Choice provided hereunder from time to time. If any Investment Choice ceases to be available under the Plan, the Committee shall have the authority to credit to any or all other then-available Investment Choices all amounts previously allocated to the terminated Investment Choice (along with deemed earnings, gains and losses and dividends relating thereto).

(e) Investment Agreements . Unless otherwise determined by the Committee, amounts allocated to a Participant’s Investment Funds Account shall be subject to the terms and conditions provided in the Investment Fund Agreement in the form set forth and approved by the Committee from time to time.

(f) Vesting and Payment . The Committee shall, prior to or at the time of grant, condition the vesting and payment of amounts credited to a Participant’s Investment Funds Account in respect of an Investment Fund Award upon (i) the continued service of the Participant, (ii) the attainment of Performance Goals or (iii) the attainment of Performance Goals and the continued service of the Participant. The conditions for vesting and the other provisions of an Investment Fund Award (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

(g) Payments . Except as otherwise provided in an Investment Fund Agreement, vested amounts from a Participant’s Investment Funds Account shall be paid by either the Company or the Affiliate that employs the Participant in a lump-sum cash payment at the time specified in the Investment Fund Agreement in an amount equal to the Fair Market Value of such vested portion on the Payment Date, or if the Payment Date is not a Valuation Date, the most recent preceding Valuation Date. Notwithstanding the foregoing, the Committee may provide in the Investment Fund Agreement that all or a portion of a Participant’s Investment Funds Account may be paid in the form of Investment Choice shares under such circumstances as the Committee shall determine in its sole discretion.

7. Invesco Stock Awards

(a) Invesco Stock Awards . Any amount of an Award allocated to Invesco Stock Awards pursuant to Section 5 shall be awarded in the form of restricted stock or restricted stock units, as determined by the Committee, under the GEIP. The number of Shares of restricted stock or restricted stock units granted pursuant to an Invesco Stock Award shall be determined by (i) dividing the amount allocated to the Invesco Stock Award by the Fair Market Value of the Shares on the Grant Date, and (ii) rounding down to the nearest whole number. All terms of an Invesco Stock Award, including vesting, time of payment, and the form of the grant or award agreement, shall be determined under or in accordance with the GEIP. For the avoidance of doubt, any allocations to an Invesco Stock Award shall be administered separately pursuant to the GEIP and

Exhibit 10.2

a Participant’s Investment Funds Account shall be adjusted accordingly to reflect only allocations made to an Investment Choice.

(b) Source of Shares. Invesco Stock Awards shall be issued under the GEIP by the Committee acting in its capacity as the Committee under the GEIP, subject to all of the terms and conditions of the GEIP and any applicable award agreement. This Plan does not constitute a separate source of Shares for the grant of the Invesco Stock Awards described herein.

8. Change in Control Provisions

The provisions of this Section 8 shall apply in the case of a Change in Control, unless otherwise provided in the applicable Investment Fund Agreement or any other provision of the Plan.

(a) Investment Fund Awards Not Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, if any Investment Fund Award is not assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then such Investment Fund Award shall upon the Change in Control become fully vested and be paid or distributed, as applicable, as soon as administratively feasible.

(b) Investment Fund Awards Assumed, Etc. in Connection with Change of Control. Upon the occurrence of a transaction that constitutes a Change in Control, with respect to any Investment Fund Award that is assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then, in the event of a Participant’s Termination of Service during the 24 month period following such Change in Control, (x) by the Company other than for Cause or unsatisfactory performance, or (y) by the Participant for Good Reason each outstanding Investment Fund Award shall become fully vested and shall be paid or distributed, as applicable, as soon as administratively feasible.

(b) Other Corporate Events . In the case of a Corporate Event, the Committee or the Board may make such adjustments to any Investment Fund Award as the Committee or Board shall deem appropriate, which may include, without limitation, (i) the cancellation of outstanding Investment Fund Awards in exchange for the payment of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Investment Fund Awards, as determined by the Committee or the Board in its sole discretion, and (ii) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for any Investment Choice shares or units subject to outstanding Investment Fund Awards. In the event of any separation, spinoff, Disaffiliation or other similar event, the Committee or the Board may arrange for the assumption of Investment Fund Awards or the replacement of Investment Fund Awards with new awards based on securities or other property (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Affiliate, or business segment or by the entity that controls such Affiliate, or business segment following such event (as well as any corresponding adjustments to Investment Fund Awards that remain based upon Company securities other than Shares).

(c) Section 409A . Notwithstanding the foregoing, (i) if any Investment Fund Award to a Participant who is subject to U.S. income tax is considered a “nonqualified deferred

Exhibit 10.2

compensation plan” within the meaning of section 409A of the Code, this Section 8 shall apply to such Investment Fund Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income under section 409A of the Code, and (ii) for any Investment Fund Award that is not considered a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code, any adjustments under Section 8(b) shall be made in such a manner as to ensure that after such adjustment, the Investment Fund Award either (A) continues not to be subject to section 409A of the Code or (B) complies with the requirements of section 409A of the Code; and (iii) in any event, neither the Committee nor the Board shall have the authority to make any adjustments pursuant to Section 8(b) to the extent the existence of such authority would cause an Investment Fund Award that is not intended to be subject to section 409A of the Code at the Grant Date to be subject thereto.

9. Section 409A

(a) General Compliance . It is the intention of the Company that each Award made or granted under the Plan shall either be exempt from or comply in all respects with the requirements of section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder, and the terms of each such Award shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither the Company or any of its Affiliates, nor the Committee or any of its members, will be liable for any taxes, penalties or interest imposed on any Eligible Individual, Participant, Beneficiary or other person with respect to any amounts paid or payable (whether in cash or property) under any Award, including any taxes, penalties or interest imposed under or as a result of section 409A of the Code.

(b) Specified Employees . Notwithstanding any other provision of the Plan, any Investment Fund Award or Investment Fund Agreement to the contrary, with respect to any Investment Fund Award that constitutes a “nonqualified deferred compensation plan” within the meaning of section 409A of the Code, any payments (whether in cash or other property) to be made with respect to the Investment Fund Award upon the Participant’s Termination of Service that would otherwise be paid within six (6) months after the Participant’s Termination of Service shall be accumulated (without interest, to the extent applicable) and paid on the first day of the seventh month following the Participant’s Termination of Service if the Participant is a “specified employee” within the meaning of section 409A of the Code (as determined in accordance with the uniform policy adopted by the Committee with respect to all of the arrangements subject to section 409A of the Code maintained by the Company and its Affiliates).

10. Amendment and Discontinuance

(a) Amendment and Discontinuance of the Plan . The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law or Applicable Exchange rule or to prevent adverse tax or accounting consequences to the Company or Participants. Notwithstanding the foregoing, no such amendment shall be made without the approval of the Company’s Shareholders to the extent such approval is required by applicable law or Applicable Exchange rule.

Exhibit 10.2

(b) Amendment of Investment Fund Awards . The Committee may unilaterally amend the terms of any Investment Fund Award theretofore granted or any related Investment Fund Agreement, but no such amendment shall materially impair the rights of any Participant with respect to such Investment Fund Award without the Participant’s consent, except such an amendment made to cause the Plan or such Investment Fund Award to comply with applicable law or an Applicable Exchange rule, to prevent adverse tax or accounting consequences for the Participant or the Company or any of its Affiliates or in accordance with Section 4(f).

11. Unfunded Status of Plan

It is currently intended that the Plan constitute an “unfunded” plan. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to make payments; provided , however , that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

12. General Provisions

(a) Additional Compensation Arrangements . Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

(b) No Contract of Employment . Neither the Plan nor any Award shall constitute a contract of employment, and neither the adoption of the Plan nor the making or granting of any Award shall confer upon any employee any right to continued employment. Neither the Plan nor any Award shall interfere in any way with the right of the Company or any Affiliate to terminate the employment of any employee at any time.

(c) Required Taxes . No later than the date as of which an amount first becomes includible in the gross income of a Participant for U.S. federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any U.S. federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount, unless otherwise determined by the Committee. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate for this purpose. Regardless of any arrangements made by the Company, any Affiliate or the Committee with respect to the withholding or other payment of any U.S. federal, state, local or foreign taxes of any kind, the liability for all such taxes legally due from a Participant remains the responsibility of the Participant. By accepting an Award, a Participant consents to the methods of tax withholding established by the Committee or otherwise made or arranged by the Company.

(d) Rights of a Beneficiary . Any amounts payable and any rights exercisable under an Award after a Participant’s death shall be paid to and exercised by the Participant’s Beneficiary,

Exhibit 10.2

except to the extent prohibited by applicable law, Applicable Exchange rule or the terms of an applicable Investment Fund Agreement.

(e) Governing Law and Interpretation . The Plan and Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to principles of conflict of laws. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.

(f) Non-Transferability . Awards cannot be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution, except as provided in Section 12(d).

(g) Foreign Employees and Foreign Law Considerations . The Committee may make Awards to Eligible Individuals who are foreign nationals, who are employed outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. Notwithstanding any other provision of the Plan, Awards to Participants who are employed and/or otherwise subject to the laws of a jurisdiction outside of the United States shall be subject to such terms and conditions as the Committee shall establish and set forth in an applicable Investment Fund Agreement, including any addendum thereto.

(h) Use of English Language. The Plan, each Award or Investment Fund Agreement or, in the case of an Invesco Stock Award, an award agreement issued pursuant to the GEIP, and all other documents, notices and legal proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Committee. If a Participant receives a copy of the Plan, an Award or Investment Fund Agreement or, in the case of an Invesco Stock Award, an award agreement issued pursuant to the GEIP, or any other document related to an Award under the Plan that is translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version shall control.

(i) Recovery of Amounts Paid . All Awards granted under the Plan shall be subject to any policy established by the Committee under which the Company may recover from current and former Participants any amounts paid, Investment Choice shares issued under an Award, and any proceeds therefrom. The Committee may apply such policy to Awards granted before the policy is adopted to the extent required by applicable law or Applicable Exchange rule or as otherwise provided by such policy.

(j) Notices . A notice or other communication to the Committee shall be valid only if given in the form and to the location specified by the Committee.

As adopted January 30, 2018

Exhibit 10.2

APPENDIX A

Notwithstanding any other provision of the Plan or any Award or Investment Fund Agreement, any Awards that are regulated by the laws of a jurisdiction outside of the United States shall be subject to the terms and conditions of this Appendix A, as applicable, and any other terms and conditions established by the Committee and set forth in a Participant’s Award or Investment Fund Agreement, or, in the case of an Invesco Stock Award, an award agreement issued pursuant to the GEIP, including any addendum thereto, which may negate the provisions of Appendix A if so specifically provided therein.

The Committee reserves the right to impose other requirements on any Award, any amounts or other property acquired pursuant to an Award and any Participant’s participation in the Plan to the extent the Committee determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Such requirements may include (but are not limited to) requiring a Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Exhibit 10.2

EUROPEAN UNION

Compliance with Age Discrimination Rules.

If a Participant is a local national of and employed in a country that is a member of the European Union, the grant of any Award and the terms and conditions governing each such Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of an Award is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Committee shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

Exhibit 10.2

Employee information supplements

The supplements on the following pages describe some of the tax and other laws that may apply to certain Awards to individuals who are not citizens or lawful permanent residents of the U.S. If you are a citizen or lawful permanent resident of the U.S. and you work in another country, the information provided in these supplements may not apply to you. You should rely upon your own tax advisor for advice about your particular circumstances and transactions.

Exhibit 10.3

Award Agreement - Upfront Restricted Fund Units (this “RFU Agreement”)

Effective as of February 28, 2018 (the “Grant Date”), Invesco UK Limited, Invesco Group Services, Inc, and Invesco Management Group, Inc. (the "Grantor") allocates mutual fund and/or trust shares (the "Investment Alternative(s)") to your account on a notional basis as indicated below (“2018 Upfront Restricted Fund Units”). The information contained in this acceptance screen (this “Grant Notice”) and in the attached Terms and Conditions (see link below) constitute this RFU Agreement in its entirety that governs your 2018 Upfront Restricted Fund Units.

Subject to the terms of the Invesco Ltd. Deferred Incentive Plan (the “Plan”), the terms of any Remuneration Policy of Invesco Ltd. or its Affiliates as in effect from time to time to the extent such policy is applicable to you (the “Remuneration Policy”), and this RFU Agreement, your 2018 Upfront Restricted Fund Units are fully vested and non-forfeitable as of the Grant Date.

By accepting this RFU Agreement, you acknowledge that you have received a copy of the Plan, that you have read and understood this RFU Agreement in its entirety, and that you agree to this RFU Agreement in its entirety, the terms of the Plan, and the terms of any Remuneration Policy. This RFU Agreement may be amended only by a written agreement between the Grantor and you. If you fail to accept this RFU Agreement within sixty (60) days of the Grant Date, the Grantor may terminate your 2018 Upfront Restricted Fund Units.

Please print a copy of this Grant Notice and attached Terms and Conditions for your records.

Note: You must timely select the appropriate radio button and click Confirm.

¨ I acknowledge that I have read and understood this RFU Agreement, including the attached Terms and Conditions, and cause this RFU Agreement to be executed as of the Grant Date.

¨ I DECLINE. I do not agree with the Terms and Conditions of this RFU Agreement and decline my 2018 Upfront Restricted Fund Units.

Exhibit 10.3

TERMS AND CONDITIONS – Upfront Restricted Fund Units (UCITS Staff)

1. Plan Controls; Restricted Fund Units . In consideration of the Upfront Restricted Fund Units (the “Upfront RFUs”) granted hereunder, you hereby promise to honor and to be bound by the terms of the Invesco Ltd. Deferred Incentive Plan (the “Plan”) and any Remuneration Policy of Invesco Ltd. (“Invesco”) or its Affiliates as in effect from time to time to the extent such policy is applicable to you (the “Remuneration Policy”). In addition, you hereby promise to honor and to be bound by the following terms and conditions, together with the Grant Notice, which constitute this Restricted Fund Unit Agreement (this “RFU Agreement”) which serves as the agreed basis for your Upfront RFUs. The terms contained in the Plan and the Remuneration Policy are incorporated into and made a part of this RFU Agreement, and this RFU Agreement shall be governed by and construed in accordance with the Plan and Remuneration Policy. In the event of any actual or alleged conflict between the provisions of any of the Plan, the Remuneration Policy, if applicable, and this RFU Agreement, (i) the provisions of the Remuneration Policy, if applicable, shall control and, to the extent of any conflict, be deemed to amend the Plan and this RFU Agreement, and (ii) the provisions of the Plan shall control and, to the extent of any conflict, be deemed to amend this RFU Agreement. The Upfront RFUs, which are denominated in shares of the Investment Alternative(s), represent a contractual obligation of the Grantor (as defined in the Grant Notice) to pay an amount in cash equal to the Fair Market Value of the number of shares of the Investment Alternative(s) identified in this RFU Agreement pursuant to Section 6 of the Plan and the additional terms and restrictions hereunder and in any applicable Remuneration Policy and as per applicable law. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan.

2. Restrictions . The Upfront RFUs may not be sold, assigned, transferred, pledged or otherwise encumbered.

3. Full Vesting . The Upfront RFUs are vested and nonforfeitable as of the Grant Date, subject to the performance adjustment as set forth in Paragraph 16 hereof.

3.1 Payment Date and Payment .

(a) Payment Date. The Upfront RFUs shall be settled upon the earliest to occur of the following: (i) August 31 of the calendar year in which the Grant Date falls; or (ii) the date of your Termination of Service due to death or Disability.

(b) Payment. An amount equal to the Fair Market Value of the fund and/or trust shares of the Investment Alternative(s) represented by the Upfront RFUs will be paid in a lump sum in local currency within 30 days following the Payment Date.

4. No Shareholder Rights; Payment in Lieu of Dividends . You shall have none of the rights of a shareholder of any funds with respect to the Upfront RFUs, including voting or dividend rights. If and when any cash dividends or distributions are paid with respect to the shares of the Investment Alternative(s) represented by the Upfront RFUs while Upfront RFUs are outstanding, your Investment Funds Account will be credited with additional Upfront RFUs relating to the same Investment Alternative(s) as the shares on which such dividends or distributions are paid, and such additional Upfront RFUs shall be subject to the same Terms and Conditions, including vesting and distribution requirements, as are applicable to the underlying the Upfront RFUs.

5. Notice Period Requirement . During your employment with the Grantor, you and, in the absence of Cause, the Grantor shall be required to give to the other advance written notice of the intent to terminate your employment relationship as reflected in your Employment Agreement (the “Notice Period”). Your employment with the Grantor shall not terminate until the expiration of the Notice Period, provided, however, that the Grantor shall have the right, in its sole discretion, to relieve you of any or all of your duties and responsibilities by placing you on paid administrative leave during the Notice Period and shall not be required to provide you with work or access to the Grantor’s offices during such leave. You shall be entitled to continue to receive your salary and certain other employee benefits for the entire Notice Period, regardless of whether the Grantor exercises its right to place you on paid administrative leave. You are prohibited from working in any capacity for yourself or any other business during the Notice Period without the prior written consent of the Grantor. Notwithstanding the foregoing, at any time during your employment relationship, the Grantor may, effective immediately and without the benefit of the Notice Period, terminate the employment relationship for Cause. The date on which your employment terminates shall be your “Termination Date” for purposes of this RFU Agreement.

6. Employment Matters . You agree that this RFU Agreement is entered into and is reasonably necessary to protect the Grantor’s investment in your advancement opportunity, training and development and to protect the goodwill and other legitimate business interests of Invesco. You also agree that, in consideration of the confidential information, trade secrets and training and development provided to you, you will abide by the restrictions set forth in this Paragraph 6, and you further agree and acknowledge that the restrictions set forth in this Paragraph 6 are reasonably necessary to protect the confidential and trade secret information provided to you.

6.1 Nondisclosure . You agree that, in the event of your Termination of Service for any reason, whether during or following the period when the Upfront RFUs are subject to vesting restrictions (the “Restriction Period”), you shall not directly or indirectly

Exhibit 10.3

use for yourself or any other business or disclose to any person any Confidential Information (as defined below) without the prior written consent of Invesco during the period that it remains confidential and nonpublic or a trade secret under applicable law. “Confidential Information” means all non-public information (whether a trade secret or not and whether proprietary or not) relating to Invesco’s business and its customers that Invesco either treats as confidential or is of value to Invesco or is important to Invesco’s business or operations, including but not limited to the following specific items: trade secrets (as defined by applicable law); actual or prospective customers and customer lists; marketing strategies; sales; actual and prospective pricing; products; know-how; research and development; intellectual property; information systems and software; business plans and projections; negotiations and contracts; financial or cost data; employment, compensation and personnel information; and any other non-public business information regarding Invesco or its Affiliates. In addition, trade secrets will be entitled to all of the protections and benefits available under applicable law.

6.2 Nonrecruitment; Nonsolicitation . You agree that during your employment with the Grantor and until six (6) months following your Termination Date, in the event of your Termination of Service for any reason, whether during or following the Restriction Period (the “Covenant Period”), you shall not directly or indirectly, individually or in concert with any other person or entity (i) recruit, induce or attempt to recruit or induce any employee of Invesco with whom you worked or otherwise had Material Contact (as defined below) during your employment to leave the employ of Invesco or otherwise lessen that party’s affiliation with Invesco, or (ii) solicit, divert, take away or attempt to solicit, divert or take away any then-current or proposed client or customer of Invesco with whom you had Material Contact during your employment for purposes of offering, providing or selling investment management products or services offered by Invesco at the date of your Termination of Service that were offered, provided and/or sold by you on Invesco’s behalf. For purposes of this provision, you had “Material Contact” with an employee if (i) you had a supervisory relationship with the employee or (ii) you worked or communicated with the employee on a regular basis; and you had “Material Contact” with a current or proposed client or customer if (i) you had business dealings with the current or proposed client or customer on behalf of Invesco or (ii) you supervised or coordinated the dealings between Invesco and the current or proposed client or customer.

6.3 Enforceability of Covenants . You acknowledge that Invesco has a current and future expectation of business from the current and proposed customers of Invesco. You acknowledge that the term and scope of the covenants set forth herein are reasonable, and you agree that you will not, in any proceeding, assert the unreasonableness of the premises, consideration or scope of the covenants set forth herein. You and the Grantor agree that if any portion of the foregoing covenants is deemed to be unenforceable because any of the restrictions contained in this RFU Agreement are deemed too broad, the court shall be authorized to provide partial enforcement of such covenants, substitute an enforceable term or otherwise modify this RFU Agreement in a manner that will enable the enforcement of the covenants to the maximum extent possible under applicable law. You agree that any breach of these covenants will result in irreparable damage and injury to Invesco and that Invesco will be entitled to injunctive relief without the necessity of posting any bond. You also agree that you shall be responsible for all damages incurred by the Invesco due to any breach of the restrictive covenants contained in this RFU Agreement and that Invesco and/or the Grantor shall be entitled to have you pay all costs and attorneys’ fees incurred by Invesco and the Grantor in enforcing the restrictive covenants in this RFU Agreement.

7. Relationship to Other Agreements . Subject to the limitations set forth below, in the event of any actual or alleged conflict between the provisions of this RFU Agreement and (i) any other agreement regarding your employment with the Grantor (“Employment Agreement”), or (ii) any prior agreement or certificate governing any fund or equity award (the documents described in clauses (i) and (ii) hereof being collectively referred to as the “Other Agreements”), the provisions of this RFU Agreement shall control and, to the extent of any conflict, be deemed to amend such Other Agreement. Notwithstanding the foregoing, in the event that the Nondisclosure Period or Covenant Period referred to in Paragraph 6 of this RFU Agreement is shorter in duration than that provided in an Employment Agreement, Nondisclosure Period or Covenant Period (as applicable) set forth in the Employment Agreement shall apply.

8. Employee Data Privacy . Pursuant to applicable personal data protection laws, Invesco and the Grantor hereby notify you of the following in relation to your personal data and the collection, use, processing and transfer (collectively, the “Use”) of such data in relation to the Grantor’s grant of the Upfront RFUs and your participation in the Plan. The Use of your personal data is necessary for Invesco's and the Grantor’s administration of the Plan and your participation in the Plan. Your denial and/or objection to the Use of personal data may affect your participation in the Plan. As such, you voluntarily acknowledge, consent and agree (where required by law) to the Use of personal data (“Data”) as described in this Paragraph 8.

Invesco and the Grantor hold certain Data about you, which may include your name, home address, email address and telephone number, date of birth, social security number or other employee identification number, salary, job title, any shares held by you, details of all Upfront RFUs or any other entitlement under the Plan awarded in your favor, for the purpose of managing and administering the Plan Data. Data may be provided by you or collected, where lawful, from Invesco, Affiliates or third parties, and Invesco or the Grantor will process Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. Data processing will take place through electronic and non-electronic means

Exhibit 10.3

according to logics and procedures strictly correlated to the purposes for which the Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence (and country of employment, if different). The Data processing operations will be performed minimizing the use of personal and identification data when such data are unnecessary for the processing purposes sought. The Data will be accessible within Invesco’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

Invesco and the Grantor will transfer the Data as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Invesco and the Grantor may each further transfer the Data to any third parties assisting Invesco in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. You hereby authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan.

You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting the Grantor's local human resources manager or Invesco, Ltd., Manager, Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309.

9. Income Taxes and Social Insurance Contribution Withholding . Regardless of any action the Grantor takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Grantor (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Upfront RFUs, including the grant of the Upfront RFUs, the vesting of the Upfront RFUs, the settlement of the Upfront RFUs and the receipt of any dividends and dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Upfront RFUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Grantor may be required to withhold or account for Tax-Related Items in more than one country.

If your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Grantor may withhold a portion of the amount otherwise payable to you pursuant to the Upfront RFUs to pay the Tax-Related Items required to be withheld with respect to Upfront RFUs. Alternatively (or in combination), the Grantor may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your regular salary or other amounts payable to you or may require you to submit payment equivalent to the Tax-Related Items required to be withheld with respect to the Upfront RFUs by means of certified check, cashier’s check or wire transfer. By accepting the Upfront RFUs, you expressly consent to the methods of withholding as provided hereunder. All other Tax-Related Items related to the Upfront RFUs shall be your sole responsibility.

To the extent the Grantor pays any Tax-Related Items that are your responsibility (“Advanced Tax Payments”), the Grantor shall be entitled to recover such Advanced Tax Payments from you in any and all manner that the Grantor determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be otherwise owed to you by the Grantor (including regular salary/wages, bonuses, incentive payments and shares acquired by you pursuant to any equity compensation plan that are otherwise held by the Grantor or Invesco for your benefit).

10. Code Section 409A . The Upfront RFUs issued under this Agreement are not intended to constitute a nonqualified deferred compensation plan within the meaning of Section 409A of the Code, and the Plan and this RFU Agreement shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with that intention. Notwithstanding the foregoing, if you are subject to U.S. federal income tax on any amounts payable hereunder and if any such amounts, including amounts payable pursuant to Paragraph 5 of this RFU Agreement, constitute nonqualified deferred compensation under Section 409A of the Code, those amounts shall be paid in accordance with the requirements of Section 409A of the Code and shall be subject to the provisions of Section 9 of the Plan.

11. Notice . Notices and communications under this RFU Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Grantor must be addressed to the Grantor’s registered address or any address designated by the Grantor in a written notice to you. Notices to Invesco must be

Exhibit 10.3

addressed to Invesco Ltd., Manager, Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309, or to any other address designated by Invesco in a written notice to you. Notices to you will be directed to your address then currently on file with the Grantor, or to any other address given by you in a written notice to the Grantor.

12. Compliance with Laws . As a condition to the grant of these Upfront RFUs, you agree to repatriate all amounts attributable to the Upfront RFUs in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different), to the extent applicable. In addition, you also agree to take any and all actions, and consent to any and all actions taken by Invesco and its Affiliates as may be required to allow Invesco and its Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

13. Discretionary Nature of Plan; No Vested Rights . You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Grantor, in its sole discretion, at any time as provided under the Plan. The grant of the Upfront RFUs under the Plan is a one-time benefit and does not create any contractual or other right to receive the Upfront RFUs or other awards or benefits in lieu of the Upfront RFUs in the future. Future awards, if any, will be at the sole discretion of the Grantor, including, but not limited to, the form and timing of an award, the amounts granted thereunder and the vesting provisions.

14. Termination Indemnities . The value of the Upfront RFUs is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the Upfront RFUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to which you may be otherwise entitled.

15. Compliance with the EU Directive on Undertakings for Collective Investments in Transferable Securities . To the extent the Upfront RFUs are subject by the EU Directive on Undertakings for Collective Investments in Transferable Securities (“UCITS”), the Upfront RFUs shall be administered and settled in accordance with applicable requirements, including the timing and method of distribution.

16. Performance Adjustment – Malus and Claw Back . Notwithstanding any other provision of this RFU Agreement or the Plan, prior to the Payment Date the Committee may determine, in good faith, whether any of the following circumstances have occurred during the time period between the Grant Date and the Payment Date:

(a) the financial performance of Invesco as a whole or the Grantor has suffered a significant downturn or deterioration; or

(b) the investment performance of the Grantor has suffered a significant deterioration; or

(d) there is a significant failure of risk management in relation to the Grantor or its investment portfolios.

If the Committee determines, in its sole discretion, that your actions were a significant contributing factor towards any of the situations set forth in (a) through (d) above, the Committee, in its sole discretion may reduce or eliminate entirely the number of Upfront RFUs granted hereunder, and you will forfeit all right, title and interest in and to such Upfront RFUs so reduced or eliminated (the “Forfeit Obligation”). You agree that the Grantor shall have the right to enforce the Forfeit Obligation by all legal means available, including without limitation, by withholding other amounts or property owed to you by the Grantor.

17. Compliance with Age Discrimination Rules . For purposes of this RFU Agreement, if you are a local national of and employed in a country that is a member of the European Union, the grant of the Upfront RFUs and these Terms and Conditions governing the Upfront RFUs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of this RFU Agreement or the Plan is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Grantor shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

18. Use of English Language . You acknowledge and agree that it is your express intent that this RFU Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted with respect to the Upfront RFUs be drawn up in English. If you have received this RFU Agreement, the Plan or any other documents related to the Upfront RFUs

Exhibit 10.3

translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

19. Addendum to this RFU Agreement . Notwithstanding any provisions in this RFU Agreement to the contrary, the Upfront RFUs shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an addendum to this RFU Agreement (“Addendum”). Further, if you transfer residency and/or employment to another country as may be reflected in an Addendum to this RFU Agreement, the special terms and conditions for such country will apply to your Upfront RFUs to the extent Invesco determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Any applicable Addendum shall constitute part of this RFU Agreement.

20. Additional Requirements . The Grantor reserves the right to impose other requirements on the Upfront RFUs and your participation in the Plan, to the extent the Grantor determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Upfront RFUs and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

21. Severability . The invalidity or unenforceability of any provision of the Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the Plan or these Terms and Conditions.

22. Electronic Delivery . The Grantor may, in its sole discretion, decide to deliver any documents related to the Upfront RFUs by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Grantor or a third party designated by the Grantor. Further, to the extent applicable, all references to signatures and delivery of documents in this RFU Agreement can be satisfied by procedures that the Grantor has established or may establish for an electronic signature system for delivery and acceptance of any such documents, including this RFU Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be effected by a third party engaged by the Grantor to provide administrative services related to the Plan.

DIP – UCITS Staff Upfront

Exhibit 10.3

ADDENDUM TO THE TERMS AND CONDITIONS -
UPFRONT RESTRICTED FUND UNITS

(UCITS STAFF)

In addition to the terms of the Invesco Ltd. Deferred Incentive Plan (the “Plan”) and the RFU Agreement, the Upfront RFUs are subject to the following additional terms and conditions as set forth in this addendum (this “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the RFU Agreement. To the extent you relocate your residency and/or employment to another country, the additional terms and conditions as set forth in this Addendum for such country (if any) also shall apply to the Upfront RFUs to the extent the Grantor determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Upfront RFUs and the Plan (or the Grantor may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

FRANCE

1. Language Consent . The parties acknowledge that it is their express wish that the RFU Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (“RFU Agreement”), ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

ITALY

1. Plan Acknowledgment . In accepting the Upfront RFUs, you acknowledge that a copy of the Plan was made available to you, and you have reviewed the Plan and the RFU Agreement, including this Addendum, in their entirety and fully understand and accept all provisions of the Plan, the RFU Agreement and this Addendum.

You further acknowledge that you have read and specifically approve of the following provisions in the RFU Agreement: Paragraph 3: Full Vesting; Paragraph 8: Employee Data Privacy; Paragraph 9: Income Taxes and Social Insurance Contribution Withholding; and Paragraph 13: Discretionary Nature of the Plan; No Vested Rights.

SPAIN

1. Acknowledgment of Discretionary Nature of the Plan . By accepting the Upfront RFUs, you consent to participation in the Plan and acknowledge receipt of a copy of the Plan.

You understand that the Grantor has unilaterally and gratuitously granted the Upfront RFUs under the Plan to individuals who may be employees of the Grantor. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Grantor on an ongoing basis. Consequently, you understand that the Upfront RFUs are granted on the assumption and condition that the Upfront RFUs and payment made upon settlement of the Upfront RFUs shall not become a part of any employment contract (either with Invesco or the Grantor) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that this grant would not be made to you but for the assumptions and conditions referenced above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the Upfront RFUs shall be null and void.

UNITED KINGDOM

1. Indemnification for Tax-Related Items . Without limitation to Paragraph 9 of the RFU Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Grantor or by Her Majesty's Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Grantor against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority).

2. Exclusion of Claim . You acknowledge and agree that you have no entitlement to compensation or damages insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to the Upfront RFUs, whether or not as a result of your termination (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the Upfront RFUs. Upon the grant of the Upfront RFUs, you shall be deemed irrevocably to have waived any such entitlement.

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Martin L. Flanagan, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



April 26, 2018		/s/ MARTIN L. FLANAGAN
		Martin L. Flanagan
		President and Chief Executive Officer

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Loren M. Starr, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



April 26, 2018		/s/ LOREN M. STARR
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF MARTIN L. FLANAGAN

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, Martin L. Flanagan, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



April 26, 2018		/s/ MARTIN L. FLANAGAN
		Martin L. Flanagan
		President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF LOREN M. STARR

PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Invesco Ltd.'s (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Report”), I, Loren M. Starr, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



April 26, 2018		/s/ LOREN M. STARR
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer