ATLANTA, Jan. 31, 2013 /PRNewswire/ -- Invesco Ltd. (NYSE: IVZ) today reported financial results for the three months and year ended December 31, 2012.

(Logo: http://photos.prnewswire.com/prnh/20121024/CL98700LOGO )

"Invesco's focus on delivering strong, long-term investment performance to our clients contributed to a 10.4% increase in operating income for the quarter," said Martin L. Flanagan, president and CEO of Invesco. "During 2012, we continued to make progress against our strategic objectives, while further investing in the business for long-term success. Reflecting continued confidence in the fundamentals of our business, we raised our dividend early in 2012 and returned in excess of $550 million to shareholders during the year."



                                                          Q4-12 vs.                             Q4-12 vs.
                      Q4-12                      Q3-12                   Q3-12             Q4-11          Q4-11
    Adjusted
     Financial
     Measures(1)
    ------------
    Net revenues        $775.9m               $734.7m    5.6%                      $716.8m       8.2%
    Operating
     income         $276.5m       $250.4m          10.4%         $256.3m             7.9%
    Operating
     margin            35.6%               34.1%                            35.8%
    Net income
     attributable
     to common      $202.6m       $188.4m           7.5%         $190.5m             6.4%
    shareholders
    Diluted EPS       $0.45               $0.42            7.1%                    $0.42            7.1%

    U.S. GAAP
     Financial
     Measures
    ----------
    Operating
     revenues     $1,092.9m     $1,041.4m           4.9%         $997.1m             9.6%
    Operating
     income         $222.8m       $216.0m           3.1%         $211.6m             5.3%
    Operating
     margin            20.4%               20.7%                            21.2%
    Net income
     attributable
     to common      $158.7m       $170.6m         (7.0)%         $202.3m          (21.6)%
    shareholders
    Diluted EPS       $0.35               $0.38          (7.9)%                    $0.44         (20.5)%

    Assets Under
     Management
    ------------
    Ending AUM     $687.7bn      $683.0bn           0.7%        $625.3bn            10.0%
    Average AUM    $680.2bn      $667.9bn           1.8%        $621.7bn             9.4%





    (1) The adjusted financial measures are all non-GAAP financial measures. See
     the information on pages 12 through 16 for a reconciliation to their most
     directly comparable U.S. GAAP measures and the notes beginning on page 23 for
     other important disclosures.




                                                         2012        2011    % Change
    Adjusted Financial Measures(1)
    -----------------------------
    Net revenues                                    $2,959.0m   $2,898.4m     2.1%
    Operating income                                $1,045.1m   $1,068.9m   (2.2)%
    Operating margin                               35.3%       36.9%
    Net income attributable to common shareholders    $776.7m     $781.6m   (0.6)%
    Diluted EPS                                    1.71        1.68           1.8%

    U.S. GAAP Financial Measures
    ----------------------------
    Operating revenues                             $4,177.0m  $4,092.2m     2.1%
    Operating income                                 $871.5m    $898.1m   (3.0)%
    Operating margin                               20.9%       21.9%
    Net income attributable to common shareholders   $677.1m    $729.7m   (7.2)%
    Diluted EPS                                    1.49        1.57         (5.1)%

    Assets Under Management
    -----------------------
    Ending AUM                                      $687.7bn   $625.3bn    10.0%
    Average AUM                                     $664.4bn   $634.3bn     4.7%





    (1) The adjusted financial measures are all non-GAAP financial measures. See
     the information on pages 12 through 16 for a reconciliation to their most
     directly comparable U.S. GAAP measures and the notes beginning on page 23 for
     other important disclosures.


Assets Under Management

Total assets under management (AUM) at December 31, 2012 were $687.7 billion (September 30, 2012: $683.0 billion), an increase of $4.7 billion during the fourth quarter. Total net inflows were $1.0 billion for the fourth quarter as detailed below. Long-term net flows during the fourth quarter include a $1.6 billion outflow related to a CDO maturity.



                                     Quarterly              Year-to-date
    Summary of net flows (in                               Dec 31,         Dec 31,
     billions)               Q4-12     Q3-12         Q4-11               2012      2011
    ------------------------
    Active                     $1.8      $3.6  ($0.2)        $1.3          $1.7
    Passive                    (0.9)      5.8    5.8         11.1          17.5
    Long-term net flows         0.9       9.4    5.6         12.4          19.2
    Money market                0.1       2.3    0.4          0.1           5.3
    Total net flows            $1.0     $11.7   $6.0        $12.5         $24.5



Net market gains led to a $4.9 billion increase in AUM during the fourth quarter, compared to a $22.1 billion increase in the third quarter 2012. Foreign exchange rate movements led to a $1.2 billion decrease in AUM during the fourth quarter, compared to a $4.3 billion increase in the third quarter 2012.

Average AUM during the fourth quarter were $680.2 billion, compared to $667.9 billion for the third quarter 2012, a 1.8% increase. Further analysis is included in the supplementary schedules to this release.

Earnings Summary

The company is presenting both U.S. GAAP earnings information and non-GAAP earnings information in this release. The company believes that the additional disclosure of non-GAAP earnings, as described more fully in the Form 10-K for the year ended December 31, 2011, provides further transparency into the business and allows more appropriate comparisons with our industry peers. Management uses these non-GAAP performance measures to evaluate the business, and they are consistent with internal management reporting.

Non-GAAP Earnings

This section discusses the company's fourth quarter 2012 compared to the third quarter 2012 non-GAAP financial results. The phrase "as adjusted" is used in the following earnings discussion to identify non-GAAP information, together with the non-GAAP financial measures of net revenues (and by calculation net revenue yield), adjusted operating income, adjusted operating margin, adjusted net income attributable to common shareholders and adjusted diluted EPS. The most directly comparable U.S. GAAP items are reconciled to these non-GAAP items on pages 12 through 16 of this release.

Net revenues increased by $41.2 million (5.6%) to $775.9 million in the fourth quarter from $734.7 million in the third quarter 2012. The change was principally due to increases in investment management fees and performance fee revenues. Net revenue yield before performance fees improved by 0.6 basis points from 43.8 basis points to 44.4 basis points, reflecting an average AUM weighting move towards higher fee-earning asset classes. Foreign exchange rate changes increased fourth quarter net revenues by $2.5 million when compared to the third quarter 2012.

Investment management fees, as adjusted, increased $25.1 million (3.0%) to $865.0 million in the fourth quarter from $839.9 million in the third quarter 2012. The increase reflects higher average AUM as well as increasing revenue yields. Foreign exchange rate changes increased fourth quarter management fees by $3.8 million when compared to third quarter 2012.

Service and distribution fees, as adjusted, increased $3.3 million (1.7%) to $199.4 million in the fourth quarter from $196.1 million in the third quarter 2012, reflecting the higher average AUM. Foreign exchange rate changes increased fourth quarter service and distribution fees by $0.3 million when compared to third quarter 2012.

Performance fees, as adjusted, were $21.1 million in the fourth quarter compared to $3.4 million in the third quarter 2012. The fourth quarter performance fees were primarily earned by our private wealth management business. Other revenues, as adjusted, increased by $3.0 million (12.3%) in the fourth quarter to $27.4 million, compared to $24.4 million in the third quarter 2012, principally due to improved transaction fees from real estate fund activities.

Third-party distribution, service and advisory expenses, as adjusted, increased by $7.9 million (2.4%) to $337.0 million in the fourth quarter compared to $329.1 million in the third quarter 2012, increasing in line with higher investment management fees and service and distribution fees. Foreign exchange rate changes increased the fourth quarter third-party distribution, services and advisory expenses by $1.6 million.

Total operating expenses, as adjusted, increased by $15.1 million (3.1%) to $499.4 million in the fourth quarter from $484.3 million in the third quarter 2012 primarily due to increased employee compensation expenses. Foreign exchange rate changes increased operating expenses by $1.4 million when compared to the third quarter 2012.

Employee compensation expenses, as adjusted, increased by $14.3 million (4.4%) to $342.0 million in the fourth quarter from $327.7 million in the third quarter 2012. The fourth quarter includes additional bonus expense predominately linked to the quarter's performance fee revenues and increases in operating income. In addition, the fourth quarter included a $1.5 million increase in sales commissions in our Continental European business, and a $4.8 million increase in other staff related expenses driven by investment in our fixed income business and year-end staff benefit expense adjustments. Foreign exchange rate changes increased fourth quarter employee compensation expenses by $0.7 million when compared to the third quarter 2012.

Marketing expenses, as adjusted, decreased by $2.7 million (10.2%) to $23.8 million in the fourth quarter from $26.5 million in the third quarter 2012 due to reduced advertising expenditure. Foreign exchange rate changes increased fourth quarter marketing expenses by $0.2 million when compared to the third quarter 2012.

Property, office and technology expenses, as adjusted, increased $2.4 million (3.5%) to $71.7 million in the fourth quarter from $69.3 million in the third quarter 2012. The fourth quarter included increases in outsourced administration in Europe as we transitioned the U.K. transfer agency processes to a third party provider. Foreign exchange rate changes increased fourth quarter property, office and technology expenses by $0.2 million when compared to the third quarter 2012.

General and administrative expenses, as adjusted, increased $1.1 million (1.8%) to $61.9 million in the fourth quarter from $60.8 million in the third quarter 2012. The fourth quarter included additional professional services expenses associated with increasing regulatory requirements in Europe. Foreign exchange rate changes increased fourth quarter general and administrative expenses by $0.2 million when compared to the third quarter 2012.

Non-operating other income and expenses, as adjusted, included equity in earnings from partnership investments of $2.8 million in the fourth quarter compared to $1.6 million in the third quarter 2012. Other gains and losses, net in the fourth quarter were a loss of $0.4 million compared to third quarter investment realized gains of $9.5 million. The effective tax rate decreased to 25.0% for the fourth quarter from 25.8% for the third quarter 2012.

U.S. GAAP Earnings

Operating revenues increased 4.9% to $1,092.9 million in the fourth quarter from $1,041.4 million in the third quarter 2012. Operating expenses increased by 5.4% to $870.1 million in the fourth quarter from $825.4 million in the third quarter 2012.

Operating expenses include $21.7 million in the fourth quarter related to the European infrastructure initiative, compared to $4.0 million for the third quarter. As part of the outsourcing of the U.K. transfer agency, operational process changes resulted in an accounting adjustment recognizing additional distribution expense of $15.3 million in the fourth quarter. This additional expense is attributable to periods prior to 2012 and has no impact on cash flows.

Operating expenses included $2.6 million of transaction and integration charges incurred in the fourth quarter relating to the remaining closed-end fund merger expenses associated with the 2010 acquisition of Morgan Stanley's retail asset management business, including Van Kampen Investments, together with incurred professional services costs associated with the pending acquisition of a 49.0% ownership interest in Religare Asset Management Limited. Transaction and integration charges were $3.0 million in the third quarter 2012.

Other gains and losses, net included a charge of $23.5 million in the fourth quarter related to the call premiums on the redemption of the $333.5 million principal amount of 5.375% Senior Notes due February 27, 2013 and the $197.1 million principal amount of the 5.375% Senior Notes due December 15, 2014. The third quarter included an $8.3 million gain on the sale of certain European CLO management contracts.

The effective tax rate, excluding noncontrolling interests, decreased to 28.1% for the fourth quarter from 30.3% for the third quarter 2012.

Balance Sheet and Cash Flow Statement Presentation

The company is presenting both a U.S. GAAP balance sheet and balance sheet information excluding consolidated investment products, along with a U.S. GAAP statement of cash flows and cash flow statement information excluding consolidated investment products in this release. The information presented excluding consolidated investment products are non-GAAP presentations. Balance sheet and cash flow statement information before and after the consolidation of investment products are reconciled on pages 19 and 22, respectively.

The company believes that, by excluding the consolidation of investment products, the non-GAAP balance sheet and cash flow statement information provide a more representative presentation of our financial risks and the company's cash and debt positions, allowing more appropriate comparisons with our industry peers. Management uses these non-GAAP presentations to evaluate the business and the presentations are consistent with internal management reporting. As demonstrated by the selected balance sheet data that follows, inclusion of the long-term debt of consolidated investment products within liquidity measures, such as debt-to-equity ratios, causes the company to appear to be far more indebted than is the case.

Balance Sheets and Capital Management

Selected balance sheet information is reflected in the table below:



                                 Excluding Consolidated                    Including Consolidated
                                   Investment Products                       Investment Products
                                          (CIP)                                     (CIP)
                                      (Non-GAAP)(1)                              (U.S. GAAP)
                                 December             December 31,                   December              December 31,
                                 31, 2012                    2011                      31, 2012                   2011
               $in millions
     Cash
     and
     cash
     equivalents                $835.5                 $727.4                $835.5                 $727.4
     Investments
     of
     CIP                             -                      -               4,550.6                6,629.0
     Total
     assets(1)               $12,640.9              $12,329.2             $17,492.4              $19,347.0

     Current
     maturities
     of
     total
     debt                         $-       $215.1           $-       $215.1
     Long-
     term
     debt                      1,186.0                1,069.6               1,186.0                1,069.6
     Long-
     term
     debt
     of
     CIP                           -            -      3,899.4      5,512.9
     Total
     debt
     /
     Total
     debt
     plus
     CIP
     debt                   $1,186.0     $1,284.7     $5,085.4     $6,797.6

     Total
     liabilities(1)           $4,448.6               $4,541.0              $8,443.4              $10,209.4

     Total
     equity(1)                $8,192.3               $7,788.2              $9,049.0               $9,137.6

     Debt/
     Equity
     %
     (1)
     (2)                        14.5%        16.5%        56.2%        74.4%





    (1) The balance sheet line items excluding consolidated investment products
     are non-GAAP financial measures. See the reconciliation information on page
     19 for a fully expanded balance sheet before and after the consolidation of
     investment products.
    (2) The debt/equity ratio excluding CIP is a non-GAAP financial measure. The
     debt/equity ratio is calculated as total debt divided by total equity for
     the balance sheet excluding CIP and total debt plus long-term debt of CIP
     divided by equity for the balance sheet including CIP.


As of December 31, 2012, the company's cash and cash equivalents were $835.5 million with total debt of $1,186.0 million The credit facility balance was $586.5 million at December 31, 2012, compared to $754.5 million at September 30, 2012 and $539.0 million at December 31, 2011.

During the fourth quarter the company issued an initial aggregate principal amount of $600.0 million of 3.125% senior notes with a maturity of November 30, 2022. The majority of the proceeds were used to redeem the $333.5 million principal amount of 5.375% Senior Notes due February 27, 2013 and the $197.1 million principal amount of the 5.375% Senior Notes due December 15, 2014.

During the fourth quarter, the company repurchased $75.0 million of its stock, representing 3.0 million shares at a weighted average share price of $24.64, bringing the total 2012 full-year stock repurchases to $265.0 million.

Dividends paid in the fourth quarter were $77.6 million bringing the total 2012 full-year cash dividends to $289.0 million. Today the company is announcing a fourth-quarter cash dividend of 17.25 cents per share to holders of common shares. The dividend is payable on March 8, 2013 to shareholders of record at the close of business on February 21, 2013.

Headcount

As of December 31, 2012, the company had 6,128 employees, compared to 6,101 employees as of September 30, 2012.

Invesco Ltd. is a leading independent global investment management firm, dedicated to helping investors worldwide achieve their financial objectives. By delivering the combined power of our distinctive investment management capabilities, Invesco provides a wide range of investment strategies and vehicles to our retail, institutional and high net worth clients around the world. Operating in more than 20 countries, the firm is listed on the New York Stock Exchange under the symbol IVZ. Additional information is available at www.invesco.com.

Members of the investment community and general public are invited to listen to the conference call today, Thursday, January 31, 2013, at 9:00 a.m. ET by dialing one of the following numbers: 1-866-617-1526 for U.S. and Canadian callers and 0800-279-9630 for U.K. callers or 1-210-795-0624 for international callers. An audio replay of the conference call will be available until Thursday, February 14, 2013 at 5:00 p.m. ET by calling 1-866-365-2384 for U.S. and Canadian callers or 1-203-369-0214 for international callers. A presentation highlighting the company's performance will be available during a live Webcast and on Invesco's Website at www.invesco.com.

This release, and comments made in the associated conference call today, may include "forward-looking statements." Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, AUM, acquisitions, 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. 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 our most recent Form 10-K and subsequent Forms 10-Q, filed with the Securities and Exchange Commission. You may obtain these reports from the SEC's Web site 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.



                                      Invesco Ltd.
                    Non-GAAP Condensed Consolidated Income Statement
                                       Information
                      (Unaudited, in millions, other than per share
                               amounts, headcount and AUM)

                                                             %                           %
                          Q4-12                Q3-12                 Change        Q4-11           Change
    Adjusted
     revenues
     Investment
     management
     fees                   $865.0            $839.9               3.0%         $770.8        12.2%
     Service
     and
     distribution
     fees                    199.4             196.1               1.7%          181.1        10.1%
     Performance
     fees                     21.1               3.4                  N/A        24.0      (12.1)%
    Other                     27.4              24.4              12.3%           44.9      (39.0)%
     Third-
     party
     distribution,
     service
     and
     advisory               (337.0)     (329.1)        2.4%     (304.0)     10.9%
    Net
     revenues                775.9             734.7               5.6%          716.8         8.2%

    Adjusted
     operating
     expenses
     Employee
     compensation            342.0             327.7               4.4%          312.3         9.5%
    Marketing                 23.8              26.5            (10.2)%           22.1         7.7%
     Property,
     office
     and
     technology               71.7              69.3               3.5%           61.9        15.8%
     General
     and
     administrative           61.9              60.8               1.8%           64.2       (3.6)%
     Total
     adjusted
     operating
     expenses                499.4             484.3               3.1%          460.5         8.4%

     Adjusted
     operating
     income                  276.5             250.4              10.4%          256.3         7.9%

    Adjusted
     other
     income/
     (expense)
     Equity
     in
     earnings
     of
     unconsolidated
     affiliates                2.8         1.6        75.0%       (1.1)      N/A
     Interest
     and
     dividend
     income                    4.1               5.0            (18.0)%            6.2      (33.9)%
     Interest
     expense                 (12.7)            (12.6)              0.8%          (14.3)     (11.2)%
     Other
     gains
     and
     losses,
     net                      (0.4)        9.5            N/A       (0.1)      N/A
     Adjusted
     income
     before
     income
     taxes                   270.3       253.9         6.5%      247.0       9.4%
     Adjusted
     income
     tax
     provision               (67.7)            (65.5)              3.4%          (56.5)       19.8%
     Adjusted
     net
     income                  202.6             188.4               7.5%          190.5         6.4%
     Adjusted
     net
     (income)/loss
     attributable
     to                          -           -            N/A          -       N/A
     noncontrolling
     interests
     in
     consolidated
     entities
     Adjusted
     net
     income
     attributable
     to
     common
     shareholders           $202.6      $188.4         7.5%     $190.5       6.4%

     Adjusted
     diluted
     EPS                     $0.45             $0.42               7.1%          $0.42         7.1%

     Average
     diluted
     shares
     outstanding             451.2             452.8             (0.4)%          458.3       (1.5)%

     Ending
     Headcount               6,128             6,101               0.4%          6,162       (0.6)%

     Ending
     AUM
     (in
     billions)              $687.7            $683.0               0.7%         $625.3        10.0%

     Average
     AUM
     (in
     billions)              $680.2            $667.9               1.8%         $621.7         9.4%




                                               Invesco Ltd.
                       Non-GAAP Condensed Consolidated Income Statement Information
                   (Unaudited, in millions, other than per share amounts, headcount and
                                                   AUM)

                                               Year Ended December 31,
                                                      2012                      2011    % Change
    Adjusted revenues
    Investment management fees             $3,319.1                  $3,235.3                2.6%
    Service and distribution
     fees                                     771.6                     775.1              (0.5)%
    Performance fees                           61.2                      38.4               59.4%
    Other                                     110.9                     136.5             (18.8)%
    Third-party distribution,
     service and advisory                  (1,303.8)                 (1,286.9)               1.3%
    Net revenues                            2,959.0                   2,898.4                2.1%

    Adjusted operating expenses
    Employee compensation                   1,289.2                   1,229.2                4.9%
    Marketing                                 104.1                      99.5                4.6%
    Property, office and
     technology                               275.1                     251.8                9.3%
    General and administrative                245.5                     249.0              (1.4)%
    Total adjusted operating
     expenses                               1,913.9                   1,829.5                4.6%

    Adjusted operating income               1,045.1                   1,068.9              (2.2)%

    Adjusted other income/(expense)
    Equity in earnings of
     unconsolidated affiliates                 14.6                       9.2               58.7%
    Interest and dividend
     income                                    19.8                      16.6               19.3%
    Interest expense                          (52.3)                    (61.8)            (15.4)%
    Other gains and losses, net                 9.8                       6.7               46.3%
    Adjusted income before
     income taxes                           1,037.0                   1,039.6              (0.3)%
    Adjusted income tax
     provision                               (260.3)                   (258.1)               0.9%
    Adjusted net income                       776.7                     781.5              (0.6)%
    Adjusted net (income)/loss
     attributable to                              -                       0.1                N/A
    noncontrolling interests in
     consolidated entities
    Adjusted net income
     attributable to common
     shareholders                            $776.7                    $781.6              (0.6)%

    Adjusted diluted EPS                      $1.71                     $1.68                1.8%

    Average diluted shares
     outstanding                              453.8                     464.7              (2.3)%

    Ending Headcount                          6,128                     6,162              (0.6)%

    Ending AUM (in billions)                 $687.7                    $625.3               10.0%

    Average AUM (in billions)                $664.4                    $634.3                4.7%




                                  Invesco Ltd.
                    U.S. GAAP Condensed Consolidated Income
                                   Statements
                    (Unaudited, in millions, other than per
                                 share amounts)

                                                       %                         %
                        Q4-12      Q3-12            Change       Q4-11        Change
    Operating
     revenues
    Investment
     management
     fees               $846.9             $818.0                   3.5%             $747.6     13.3%
    Service
     and
     distribution
     fees                199.4              196.1                   1.7%              181.1     10.1%
     Performance
     fees                 19.9                3.0                      N/A            23.9   (16.7)%
    Other                 26.7               24.3                   9.9%               44.5   (40.0)%
    Total
     operating
     revenues          1,092.9            1,041.4                   4.9%              997.1      9.6%

    Operating
     expenses
    Employee
     compensation        343.7              330.9                   3.9%              316.5      8.6%
    Third-
     party
     distribution,
     service
     and
     advisory            350.9      327.2         7.2%      301.8        16.3%
    Marketing             23.3               26.4                (11.7)%               21.1     10.4%
    Property,
     office
     and
     technology           73.2               69.1                   5.9%               66.0     10.9%
    General
     and
     administrative       76.4               68.8                  11.0%               74.6      2.4%
     Transaction
     and
     integration           2.6                3.0                (13.3)%                5.5   (52.7)%
    Total
     operating
     expenses            870.1              825.4                   5.4%              785.5     10.8%

    Operating
     income              222.8              216.0                   3.1%              211.6      5.3%

    Other income/
     (expense)
    Equity in
     earnings
     of
     unconsolidated
     affiliates            7.9        5.2        51.9%        4.9        61.2%
    Interest
     and
     dividend
     income                2.7                2.5                   8.0%                2.7        -
    Interest
     income of
     consolidated
     investment
     products             52.1       68.7      (24.2)%       73.6      (29.2)%
    Other
     gains/
     (losses)
     of
     consolidated
     investment
     products,
     net                 (27.8)     (25.2)       10.3%      104.4         N/A
    Interest
     expense             (12.7)             (12.6)                  0.8%              (14.3)  (11.2)%
    Interest
     expense
     of
     consolidated
     investment
     products            (33.9)     (41.9)     (19.1)%      (51.8)     (34.6)%
    Other
     gains and
     losses,
     net                 (21.0)              18.4                      N/A            54.8      N/A
    Income
     before
     income
     taxes               190.1              231.1                (17.7)%              385.9   (50.7)%
    Income tax
     provision           (62.1)             (74.2)               (16.3)%              (76.0)  (18.3)%
    Net income           128.0              156.9                (18.4)%              309.9   (58.7)%
    Net
     (income)/loss
     attributable
     to
     noncontrolling
     interests
     in
     consolidated
     entities             30.7       13.7       124.1%     (107.6)        N/A
    Net income
     attributable
     to common
     shareholders       $158.7             $170.6                 (7.0)%             $202.3   (21.6)%

    Earnings per
     share:
    ---basic             $0.35              $0.38                 (7.9)%              $0.44   (20.5)%
    ---diluted           $0.35              $0.38                 (7.9)%              $0.44   (20.5)%

    Average shares
     outstanding:
    ---basic             449.9              451.3                 (0.3)%              456.8    (1.5)%
    ---diluted           451.2              452.8                 (0.4)%              458.3    (1.5)%




                                              Invesco Ltd.
                           U.S. GAAP Condensed Consolidated Income Statements
                         (Unaudited, in millions, other than per share amounts)

                                                           Year ended December
                                                                       31,
                                                                                        %
                                                             2012                  2011        Change
    Operating revenues
    Investment management fees                       $3,236.9            $3,138.5          3.1%
    Service and distribution fees                       771.6               780.3        (1.1)%
    Performance fees                                     58.8                37.9         55.1%
    Other                                               109.7               135.5       (19.0)%
    Total operating revenues                          4,177.0             4,092.2          2.1%

    Operating expenses
    Employee compensation                             1,297.7             1,246.2          4.1%
    Third-party distribution, service
     and advisory                                     1,311.8             1,282.5          2.3%
    Marketing                                           103.0                86.0         19.8%
    Property, office and technology                     277.6               254.6          9.0%
    General and administrative                          307.2               295.4          4.0%
    Transaction and integration                           8.2                29.4       (72.1)%
    Total operating expenses                          3,305.5             3,194.1          3.5%

    Operating income                                    871.5               898.1        (3.0)%

    Other income/(expense)
    Equity in earnings of unconsolidated
     affiliates                                          29.7                30.5        (2.6)%
    Interest and dividend income                          9.8                11.0       (10.9)%
    Interest income of consolidated
     investment products                                258.5               307.2       (15.9)%
    Other gains/(losses) of consolidated
     investment products, net                           (97.7)             (138.9)      (29.7)%
    Interest expense                                    (52.3)              (61.8)      (15.4)%
    Interest expense of consolidated
     investment products                               (168.3)             (187.0)      (10.0)%
    Other gains and losses, net                           8.3                49.0       (83.1)%
    Income before income taxes                          859.5               908.1        (5.4)%
    Income tax provision                               (272.2)             (286.1)       (4.9)%
    Net income                                          587.3               622.0        (5.6)%
    Net (income)/loss attributable to
     noncontrolling interests in
     consolidated entities                               89.8               107.7       (16.6)%
    Net income attributable to common
     shareholders                                      $677.1              $729.7        (7.2)%

    Earnings per share:
    ---basic                                            $1.50               $1.58        (5.1)%
    ---diluted                                          $1.49               $1.57        (5.1)%

    Average shares outstanding:
    ---basic                                            452.3               462.9        (2.3)%
    ---diluted                                          453.8               464.7        (2.3)%




                                                                                Invesco Ltd.
                                                          Reconciliation of U.S. GAAP Condensed Consolidated Income
                                                             Statement to Non-GAAP Condensed Consolidated Income
                                                                            Statement Information
                                                           (Unaudited, in millions, other than per share amounts)
                                                                    Three months ended December 31, 2012

                                                                    Market
                                                  Third          appreciation
                                                  party                /
                                Proportional  distribution,      depreciation
                                consolidation    service              of
                         U.S.         of           and             deferred                                     Non-
                         GAAP       joint        advisory        compensation    Consolidated                   GAAP
                        basis      ventures      expenses      Acquisition /       awards        investment        Other       basis
                                                                                                                                     reconciling
                                                                           Disposition                                 products         items
                                                                             related

    Operating revenues
    Investment
     management fees    $846.9                 $10.7                                 $-                         $-                            $-          $7.4       $-         $865.0
    Service and
     distribution fees   199.4                     -                                  -                          -                             -             -        -          199.4
    Performance fees      19.9                     -                                  -                          -                             -           1.2        -           21.1
    Other                 26.7                   0.7                                  -                          -                             -             -        -           27.4
    Third-party
     distribution,
     service and
     advisory                -                  (1.4)                            (350.9)                         -                             -             -     15.3         (337.0)
    Total operating
     revenues
     reconciled to net
     revenues          1,092.9                  10.0                             (350.9)                         -                             -           8.6     15.3          775.9

    Operating expenses
    Employee
     compensation        343.7                   3.5                                  -                          -                          (3.3)            -     (1.9)         342.0
    Third-party
     distribution,
     service and
     advisory            350.9                     -                             (350.9)                         -                             -             -        -              -
    Marketing             23.3                   0.6                                  -                          -                             -             -     (0.1)          23.8
    Property, office
     and technology       73.2                   0.8                                  -                          -                             -             -     (2.3)          71.7
    General and
     administrative       76.4                   1.0                                  -                       (4.9)                            -          (8.5)    (2.1)          61.9
    Transaction and
     integration           2.6                     -                                  -                       (2.6)                            -             -        -              -
    Total operating
     expenses            870.1                   5.9                             (350.9)                      (7.5)                         (3.3)         (8.5)    (6.4)         499.4

    Operating income
     reconciled to
     adjusted
     operating income    222.8                   4.1                                  -                        7.5                           3.3          17.1     21.7          276.5

    Other income/
     (expense)
    Equity in earnings
     of unconsolidated
     affiliates            7.9                  (4.7)                                 -                          -                             -          (0.4)       -            2.8
    Interest and
     dividend income       2.7                   0.6                                  -                          -                          (1.2)          2.0        -            4.1
    Interest income of
     consolidated
     investment
     products             52.1                     -                                  -                          -                             -         (52.1)       -              -
    Other gains/
     (losses) of
     consolidated
     investment
     products, net       (27.8)      -              -         -               -       27.8          -           -
    Interest expense     (12.7)                    -                                  -                          -                             -                -        (12.7)
    Interest expense
     of consolidated
     investment
     products            (33.9)                    -                                  -                          -                             -          33.9        -              -
    Other gains and
     losses, net         (21.0)                    -                                  -                          -                          (2.3)            -     22.9           (0.4)
    Income before
     income taxes        190.1                     -                                  -                        7.5                          (0.2)         28.3     44.6          270.3
    Income tax
     provision           (62.1)                    -                                  -                        5.0                             -             -    (10.6)         (67.7)
    Net income           128.0                     -                                  -                       12.5                          (0.2)         28.3     34.0          202.6
    Net (income)/loss
     attributable to
     noncontrolling
     interests in
     consolidated
     entities             30.7       -              -         -               -      (30.7)         -           -
    Net income
     attributable to
     common
     shareholders
     reconciled to
     adjusted net
     income
     attributable to
     common
     shareholders       $158.7      $-             $-     $12.5           ($0.2)     ($2.4)     $34.0      $202.6

                                                                                                                     Adjusted
                                                                                                                     operating
    Operating margin      20.4%                                                                                      margin                        35.6%

                                                                                                                     Average
    Average diluted                                                                                                  diluted
     shares                                                                                                          shares
     outstanding         451.2                                                                                       outstanding                  451.2

                                                                                                                     Adjusted
    Diluted EPS          $0.35                                                                                       diluted EPS                  $0.45




    See pages 23 through 26 for notes to the reconciliation.




                                                                            Invesco Ltd.
                                                      Reconciliation of U.S. GAAP Condensed Consolidated Income
                                                         Statement to Non-GAAP Condensed Consolidated Income
                                                                        Statement Information
                                                       (Unaudited, in millions, other than per share amounts)
                                                                Three months ended September 30, 2012

                                                                    Market
                                                  Third          appreciation
                                                  party                /
                                              distribution,      depreciation
                                Proportional     service              of
                         U.S.   consolidation      and             deferred      Consolidated                   Non-
                         GAAP         of         advisory        compensation     investment                    GAAP
                        basis       joint        expenses      Acquisition /       awards         products         Other       basis
                                                                                                                                     reconciling
                                     ventures                              Disposition                                                  items
                                                                             related

    Operating revenues
    Investment
     management fees    $818.0                 $10.8                                 $-                         $-                            $-         $11.1    $-  $839.9
    Service and
     distribution fees   196.1                     -                                  -                          -                             -             -     -   196.1
    Performance fees       3.0                     -                                  -                          -                             -           0.4     -     3.4
    Other                 24.3                   0.1                                  -                          -                             -             -     -    24.4
    Third-party
     distribution,
     service and
     advisory                -                  (1.9)                            (327.2)                         -                             -             -     -  (329.1)
    Total operating
     revenues
     reconciled to net
     revenues          1,041.4                   9.0                             (327.2)                         -                             -          11.5     -   734.7

    Operating expenses
    Employee
     compensation        330.9                   2.8                                  -                          -                          (4.7)            -  (1.3)  327.7
    Third-party
     distribution,
     service and
     advisory            327.2                     -                             (327.2)                         -                             -             -     -       -
    Marketing             26.4                   0.7                                  -                          -                             -             -  (0.6)   26.5
    Property, office
     and technology       69.1                   0.9                                  -                          -                             -             -  (0.7)   69.3
    General and
     administrative       68.8                   1.0                                  -                       (5.3)                            -          (2.3) (1.4)   60.8
    Transaction and
     integration           3.0                     -                                  -                       (3.0)                            -             -     -       -
    Total operating
     expenses            825.4                   5.4                             (327.2)                      (8.3)                         (4.7)         (2.3) (4.0)  484.3

    Operating income
     reconciled to
     adjusted
     operating income    216.0                   3.6                                  -                        8.3                           4.7          13.8   4.0   250.4

    Other income/
     (expense)
    Equity in earnings
     of unconsolidated
     affiliates            5.2                  (4.1)                                 -                          -                             -           0.5     -     1.6
    Interest and
     dividend income       2.5                   0.5                                  -                          -                          (1.4)          3.4     -     5.0
    Interest income of
     consolidated
     investment
     products             68.7                     -                                  -                          -                             -         (68.7)    -       -
    Other gains/
     (losses) of
     consolidated
     investment
     products, net       (25.2)      -              -         -               -       25.2         -           -
    Interest expense     (12.6)                    -                                  -                          -                             -             -     -   (12.6)
    Interest expense
     of consolidated
     investment
     products            (41.9)                    -                                  -                          -                             -          41.9     -       -
    Other gains and
     losses, net          18.4                     -                                  -                       (8.3)                         (9.7)          8.7   0.4     9.5
    Income before
     income taxes        231.1                     -                                  -                          -                          (6.4)         24.8   4.4   253.9
    Income tax
     provision           (74.2)                    -                                  -                        7.6                           1.9             -  (0.8)  (65.5)
    Net income           156.9                     -                                  -                        7.6                          (4.5)         24.8   3.6   188.4
    Net (income)/loss
     attributable to
     noncontrolling
     interests in
     consolidated
     entities             13.7       -              -         -               -      (13.7)        -           -
    Net income
     attributable to
     common
     shareholders
     reconciled to
     adjusted net
     income
     attributable to
     common
     shareholders       $170.6      $-             $-      $7.6           ($4.5)     $11.1      $3.6      $188.4

                                                                                                                     Adjusted
                                                                                                                     operating
    Operating margin      20.7%                                                                                      margin                        34.1%

                                                                                                                     Average
    Average diluted                                                                                                  diluted
     shares                                                                                                          shares
     outstanding         452.8                                                                                       outstanding                  452.8

                                                                                                                     Adjusted
    Diluted EPS          $0.38                                                                                       diluted EPS                  $0.42




    See pages 23 through 26 for notes to the reconciliation.




                                                                               Invesco Ltd.
                                                         Reconciliation of U.S. GAAP Condensed Consolidated Income
                                                            Statement to Non-GAAP Condensed Consolidated Income
                                                                           Statement Information
                                                          (Unaudited, in millions, other than per share amounts)
                                                                   Three months ended December 31, 2011

                                                                                 Market
                                                 Third                        appreciation
                                                 party                              /
                               Proportional  distribution,                    depreciation
                               consolidation    service        Acquisition         of
                        U.S.         of           and               /           deferred      Consolidated       Other       Non-
                        GAAP       joint        advisory       Disposition    compensation     investment     reconciling    GAAP
                       basis      ventures      expenses         related         awards         products         items       basis

    Operating revenues
    Investment
     management fees   $747.6                 $11.6                                $-                                   $-           $-          $11.6     $-  $770.8
    Service and
     distribution fees  181.1                     -                                 -                                    -            -              -      -   181.1
    Performance fees     23.9                     -                                 -                                    -            -            0.1      -    24.0
    Other                44.5                   0.4                                 -                                    -            -              -      -    44.9
    Third-party
     distribution,
     service and
     advisory               -                  (2.2)                           (301.8)                                   -            -              -      -  (304.0)
    Total operating
     revenues
     reconciled to net
     revenues           997.1                   9.8                            (301.8)                                   -            -           11.7      -   716.8

    Operating expenses
    Employee
     compensation       316.5                   2.5                                 -                                    -         (5.5)             -   (1.2)  312.3
    Third-party
     distribution,
     service and
     advisory           301.8                     -                            (301.8)                                   -            -              -      -       -
    Marketing            21.1                   1.0                                 -                                    -            -              -      -    22.1
    Property, office
     and technology      66.0                   0.9                                 -                                    -            -              -   (5.0)   61.9
    General and
     administrative      74.6                   1.1                                 -                                 (3.7)           -           (3.0)  (4.8)   64.2
    Transaction and
     integration          5.5                     -                                 -                                 (5.5)           -              -      -       -
    Total operating
     expenses           785.5                   5.5                            (301.8)                                (9.2)        (5.5)          (3.0) (11.0)  460.5

    Operating income
     reconciled to
     adjusted
     operating income   211.6                   4.3                                 -                                  9.2          5.5           14.7   11.0   256.3

    Other income/
     (expense)
    Equity in earnings
     of unconsolidated
     affiliates           4.9                  (5.1)                                -                                    -            -           (0.9)     -    (1.1)
    Interest and
     dividend income      2.7                   0.8                                 -                                    -         (0.2)           2.9      -     6.2
    Interest income of
     consolidated
     investment
     products            73.6                     -                                 -                                    -            -          (73.6)     -       -
    Other gains/
     (losses) of
     consolidated
     investment
     products, net      104.4       -             -                    -               -      (104.4)          -           -
    Interest expense    (14.3)                    -                                 -                                    -            -              -      -   (14.3)
    Interest expense
     of consolidated
     investment
     products           (51.8)                    -                                 -                                    -            -           51.8      -       -
    Other gains and
     losses, net         54.8                     -                                 -                                    -         (9.9)             -  (45.0)   (0.1)
    Income before
     income taxes       385.9                     -                                 -                                  9.2         (4.6)        (109.5) (34.0)  247.0
    Income tax
     provision          (76.0)                    -                                 -                                  3.2          1.4              -   14.9   (56.5)
    Net income          309.9                     -                                 -                                 12.4         (3.2)        (109.5) (19.1)  190.5
    Net (income)/loss
     attributable to
     noncontrolling
     interests in
     consolidated
     entities          (107.6)      -             -                    -               -       107.6           -           -
    Net income
     attributable to
     common
     shareholders
     reconciled to
     adjusted net
     income
     attributable to
     common
     shareholders      $202.3      $-            $-                $12.4           ($3.2)      ($1.9)     ($19.1)     $190.5

                                                                                                          Adjusted
                                                                                                          operating
    Operating margin     21.2%                                                                            margin                          35.8%

    Average diluted                                                                                       Average diluted
     shares                                                                                               shares
     outstanding        458.3                                                                             outstanding                    458.3

                                                                                                          Adjusted diluted
    Diluted EPS         $0.44                                                                             EPS                            $0.42




    See pages 23 through 26 for notes to the reconciliation.




                                                                                   Invesco Ltd.
                                                             Reconciliation of U.S. GAAP Condensed Consolidated Income
                                                                Statement to Non-GAAP Condensed Consolidated Income
                                                                               Statement Information
                                                              (Unaudited, in millions, other than per share amounts)
                                                                           Year ended December 31, 2012

                                                                                  Market
                                                   Third                       appreciation
                                                   party                             /
                                               distribution,                   depreciation
                                 Proportional     service       Acquisition         of
                          U.S.   consolidation      and              /           deferred      Consolidated
                          GAAP         of         advisory      Disposition    compensation     investment                   Non-
                         basis       joint        expenses        related         awards         products         Other      GAAP
                                                                                                                                        reconciling
                                      ventures                                                                                             items            basis

    Operating revenues
    Investment
     management fees   $3,236.9                  $43.6                               $-                               $-                         $-                $38.6          $-      $3,319.1
    Service and
     distribution fees    771.6                      -                                -                                -                          -                    -           -         771.6
    Performance fees       58.8                      -                                -                                -                          -                  2.4           -          61.2
    Other                 109.7                    1.2                                -                                -                          -                    -           -         110.9
    Third-party
     distribution,
     service and
     advisory                 -                   (7.3)                        (1,311.8)                               -                          -                    -        15.3      (1,303.8)
    Total operating
     revenues
     reconciled to net
     revenues           4,177.0                   37.5                         (1,311.8)                               -                          -                 41.0        15.3       2,959.0

    Operating expenses
    Employee
     compensation       1,297.7                   11.4                                -                                -                      (14.3)                   -        (5.6)      1,289.2
    Third-party
     distribution,
     service and
     advisory           1,311.8                      -                         (1,311.8)                               -                          -                    -           -             -
    Marketing             103.0                    2.7                                -                                -                          -                    -        (1.6)        104.1
    Property, office
     and technology       277.6                    3.3                                -                                -                          -                    -        (5.8)        275.1
    General and
     administrative       307.2                    4.4                                -                            (27.3)                         -                (31.5)       (7.3)        245.5
    Transaction and
     integration            8.2                      -                                -                             (8.2)                         -                    -           -             -
    Total operating
     expenses           3,305.5                   21.8                         (1,311.8)                           (35.5)                     (14.3)               (31.5)      (20.3)      1,913.9

    Operating income
     reconciled to
     adjusted
     operating income     871.5                   15.7                                -                             35.5                       14.3                 72.5        35.6       1,045.1

    Other income/
     (expense)
    Equity in earnings
     of unconsolidated
     affiliates            29.7                  (18.1)                               -                              3.5                          -                 (0.5)          -          14.6
    Interest and
     dividend income        9.8                    2.4                                -                                -                       (4.7)                12.3           -          19.8
    Interest income of
     consolidated
     investment
     products             258.5                      -                                -                                -                          -               (258.5)          -             -
    Other gains/
     (losses) of
     consolidated
     investment
     products, net        (97.7)       -            -          -               -        97.7          -             -
    Interest expense      (52.3)                     -                                -                                -                          -                    -           -         (52.3)
    Interest expense
     of consolidated
     investment
     products            (168.3)                     -                                -                                -                          -                168.3           -             -
    Other gains and
     losses, net            8.3                                                            (11.8)                                (19.7)                8.7                24.3        9.8
    Income before
     income taxes         859.5                      -                                -                             27.2                      (10.1)               100.5        59.9       1,037.0
    Income tax
     provision           (272.2)                     -                                -                             22.8                        2.7                    -       (13.6)       (260.3)
    Net income            587.3                      -                                -                             50.0                       (7.4)               100.5        46.3         776.7
    Net (income)/loss
     attributable to
     noncontrolling
     interests in
     consolidated
     entities              89.8        -            -          -               -       (89.8)         -             -
    Net income
     attributable to
     common
     shareholders
     reconciled to
     adjusted net
     income
     attributable to
     common
     shareholders        $677.1       $-           $-      $50.0           ($7.4)      $10.7      $46.3        $776.7

                                                                                                                          Adjusted
                                                                                                                          operating
    Operating margin       20.9%                                                                                          margin                      35.3%

                                                                                                                          Average
    Average diluted                                                                                                       diluted
     shares                                                                                                               shares
     outstanding          453.8                                                                                           outstanding                453.8

                                                                                                                          Adjusted
    Diluted EPS           $1.49                                                                                           diluted EPS                $1.71




    See pages 23 through 26 for notes to the reconciliation.




                                                                               Invesco Ltd.
                                                         Reconciliation of U.S. GAAP Condensed Consolidated Income
                                                            Statement to Non-GAAP Condensed Consolidated Income
                                                                           Statement Information
                                                          (Unaudited, in millions, other than per share amounts)
                                                                       Year ended December 31, 2011

                                                                                  Market
                                                   Third                       appreciation
                                                   party                             /
                                               distribution,                   depreciation
                                 Proportional     service                           of
                          U.S.   consolidation      and         Acquisition      deferred      Consolidated
                          GAAP         of         advisory           /         compensation     investment                    Non-
                         basis       joint        expenses      Disposition       awards         products         Other       GAAP
                                      ventures                                related                                              reconciling         basis
                                                                                                                                      items

    Operating revenues
    Investment
     management fees   $3,138.5                  $50.0                               $-                          $-                         $-                $46.8     $-  $3,235.3
    Service and
     distribution fees    780.3                      -                                -                        (5.2)                         -                    -      -     775.1
    Performance fees       37.9                      -                                -                           -                          -                  0.5      -      38.4
    Other                 135.5                    1.0                                -                           -                          -                    -      -     136.5
    Third-party
     distribution,
     service and
     advisory                 -                   (9.6)                        (1,282.5)                        5.2                          -                    -      -  (1,286.9)
    Total operating
     revenues
     reconciled to net
     revenues           4,092.2                   41.4                         (1,282.5)                          -                          -                 47.3      -   2,898.4

    Operating expenses
    Employee
     compensation       1,246.2                   11.4                                -                       (15.0)                      (5.8)                   -   (7.6)  1,229.2
    Third-party
     distribution,
     service and
     advisory           1,282.5                      -                         (1,282.5)                          -                          -                    -      -         -
    Marketing              86.0                    3.1                                -                           -                          -                    -   10.4      99.5
    Property, office
     and technology       254.6                    3.1                                -                           -                          -                    -   (5.9)    251.8
    General and
     administrative       295.4                    4.6                                -                       (29.0)                         -                (13.0)  (9.0)    249.0
    Transaction and
     integration           29.4                      -                                -                       (29.4)                         -                    -      -         -
    Total operating
     expenses           3,194.1                   22.2                         (1,282.5)                      (73.4)                      (5.8)               (13.0) (12.1)  1,829.5

    Operating income
     reconciled to
     adjusted
     operating income     898.1                   19.2                                -                        73.4                        5.8                 60.3   12.1   1,068.9

    Other income/
     (expense)
    Equity in earnings
     of unconsolidated
     affiliates            30.5                  (21.5)                               -                           -                          -                  0.2      -       9.2
    Interest and
     dividend income       11.0                    2.3                                -                           -                       (4.9)                 8.2      -      16.6
    Interest income of
     consolidated
     investment
     products             307.2                      -                                -                           -                          -               (307.2)     -         -
    Other gains/
     (losses) of
     consolidated
     investment
     products, net       (138.9)       -            -          -               -       138.9           -             -
    Interest expense      (61.8)                     -                                -                           -                          -                    -      -     (61.8)
    Interest expense
     of consolidated
     investment
     products            (187.0)                     -                                -                           -                          -                187.0      -         -
    Other gains and
     losses, net           49.0                      -                                -                           -                        2.7                    -  (45.0)      6.7
    Income before
     income taxes         908.1                      -                                -                        73.4                        3.6                 87.4  (32.9)  1,039.6
    Income tax
     provision           (286.1)                     -                                -                        11.4                       (1.1)                   -   17.7    (258.1)
    Net income            622.0                      -                                -                        84.8                        2.5                 87.4  (15.2)    781.5
    Net (income)/loss
     attributable to
     noncontrolling
     interests in
     consolidated
     entities             107.7        -            -          -               -      (107.6)          -           0.1
    Net income
     attributable to
     common
     shareholders
     reconciled to
     adjusted net
     income
     attributable to
     common
     shareholders        $729.7       $-           $-      $84.8            $2.5      ($20.2)     ($15.2)       $781.6

                                                                                                                      Adjusted
                                                                                                                      operating
    Operating margin       21.9%                                                                                      margin                     36.9%

                                                                                                                      Average
    Average diluted                                                                                                   diluted
     shares                                                                                                           shares
     outstanding          464.7                                                                                       outstanding               464.7

                                                                                                                      Adjusted
    Diluted EPS           $1.57                                                                                       diluted EPS               $1.68




    See pages 23 through 26 for notes to the reconciliation.




                                           Invesco Ltd.
             Condensed Consolidated Balance Sheet Information Excluding Consolidated
                                        Investment Products
                        (a non-GAAP presentation, unaudited, in millions)

                                                December 31,                    December 31,
                                                     2012                            2011
    ADJUSTED ASSETS
    Adjusted current assets:
    Cash and cash equivalents                  $835.5                          $727.4
    Unsettled fund receivables                  550.1                           444.4
    Accounts receivable                         453.8                           434.6
    Investments                                 363.9                           283.7
    Prepaid assets                               50.3                            51.2
    Other current assets                         94.5                           139.2
    Deferred tax asset, net                      38.4                            28.7
    Assets held for policyholders             1,153.6                         1,243.5
    Total adjusted current assets             3,540.1                         3,352.7

    Adjusted non-current assets:
    Investments                                 313.4                           293.4
    Security deposit assets and
     receivables                                 27.4                            81.2
    Other non-current assets                     26.8                            17.9
    Deferred sales commissions                   47.7                            40.5
    Property and equipment, net                 349.6                           312.8
    Intangible assets, net                    1,287.7                         1,322.8
    Goodwill                                  7,048.2                         6,907.9
    Total adjusted non-current assets         9,100.8                         8,976.5
    Total adjusted assets                   $12,640.9                       $12,329.2

    ADJUSTED LIABILITIES AND EQUITY
    Adjusted current liabilities:
    Current maturities of total debt               $-                          $215.1
    Unsettled fund payables                     552.5                           439.6
    Income taxes payable                         77.9                            59.6
    Other current liabilities                   833.6                           861.1
    Policyholder payables                     1,153.6                         1,243.5
    Total adjusted current liabilities        2,617.6                         2,818.9

    Adjusted non-current liabilities:
    Long-term debt                            1,186.0                         1,069.6
    Deferred tax liabilities, net               311.4                           274.0
    Security deposits payable                    27.4                            81.2
    Other non-current liabilities               306.2                           297.3
    Total adjusted non-current
     liabilities                              1,831.0                         1,722.1
    Total adjusted liabilities                4,448.6                         4,541.0

    Adjusted equity:
    Equity attributable to common shareholders:
    Common shares                                98.1                            98.1
    Additional paid-in-capital                6,141.0                         6,180.6
    Treasury shares                          (1,382.9)                       (1,280.4)
    Retained earnings                         2,780.1                         2,381.3
    Accumulated other comprehensive
     income, net of tax                         551.4                           404.1
    Total adjusted equity attributable to
     common shareholders                      8,187.7                         7,783.7
    Adjusted equity attributable to
     noncontrolling interests in
     consolidated                                 4.6                             4.5
    entities
    Total adjusted equity                     8,192.3                         7,788.2
    Total adjusted liabilities and equity   $12,640.9                       $12,329.2




    Invesco Ltd.
    U.S. GAAP Condensed Consolidated Balance Sheets
    (Unaudited, in millions)

                                                          December 31,           December 31,
                                                                2012                  2011
    ASSETS
    Current assets:
    Cash and cash equivalents                               $835.5                      $727.4
    Cash and cash equivalents of consolidated
     investment products                                     287.8                       382.3
    Unsettled fund receivables                               550.1                       444.4
    Accounts receivable                                      449.4                       424.4
    Accounts receivable of consolidated investment
     products                                                 84.1                        98.5
    Investments                                              363.9                       283.7
    Prepaid assets                                            50.3                        51.2
    Other current assets                                      94.5                       150.0
    Deferred tax asset, net                                   38.4                        28.7
    Assets held for policyholders                          1,153.6                     1,243.5
    Total current assets                                   3,907.6                     3,834.1

    Non-current assets:
    Investments                                              246.8                       200.8
    Investments of consolidated investment products        4,550.6                     6,629.0
    Security deposit assets and receivables                   27.4                        81.2
    Other non-current assets                                  26.8                        17.9
    Deferred sales commissions                                47.7                        40.5
    Property and equipment, net                              349.6                       312.8
    Intangible assets, net                                 1,287.7                     1,322.8
    Goodwill                                               7,048.2                     6,907.9
    Total non-current assets                              13,584.8                    15,512.9
    Total assets                                         $17,492.4                   $19,347.0

    LIABILITIES AND EQUITY
    Current liabilities:
    Current maturities of total debt                            $-                      $215.1
    Unsettled fund payables                                  552.5                       439.6
    Income taxes payable                                      77.9                        59.6
    Other current liabilities                                824.7                       841.5
    Other current liabilities of consolidated
     investment products                                     104.3                       175.1
    Policyholder payables                                  1,153.6                     1,243.5
    Total current liabilities                              2,713.0                     2,974.4

    Non-current liabilities:
    Long-term debt                                         1,186.0                     1,069.6
    Long-term debt of consolidated investment products     3,899.4                     5,512.9
    Deferred tax liabilities, net                            311.4                       274.0
    Security deposits payable                                 27.4                        81.2
    Other non-current liabilities                            306.2                       297.3
    Total non-current liabilities                          5,730.4                     7,235.0
    Total liabilities                                      8,443.4                    10,209.4

    Equity:
    Equity attributable to common shareholders:
    Common shares                                             98.1                        98.1
    Additional paid-in-capital                             6,141.0                     6,180.6
    Treasury shares                                       (1,382.9)                   (1,280.4)
    Retained earnings                                      2,801.3                     2,413.2
    Retained earnings appropriated for investors in
     consolidated investment products                        128.8                       334.3
    Accumulated other comprehensive income, net of tax       530.5                       373.3
    Total equity attributable to common shareholders       8,316.8                     8,119.1
    Equity attributable to noncontrolling interests in
     consolidated entities                                   732.2                     1,018.5
    Total equity                                           9,049.0                     9,137.6
    Total liabilities and equity                         $17,492.4                   $19,347.0





                                                                  Invesco Ltd.
                                            Reconciliations of Condensed Consolidated Balance Sheet
                                                       Information Excluding Consolidated
                                            Investment Products to U.S. GAAP Condensed Consolidated
                                                     Balance Sheets (unaudited, in millions)

                                                         December 31, 2012                                                           December 31, 2011
                                                Impact                                                    Impact
                                Before            of                 Total           Before                 of                 Total
                                                                      (U.S.                                                     (U.S.
                             Consolidation  Consolidation             GAAP)       Consolidation       Consolidation             GAAP)
                                 (non-                                                (non-
                                 GAAP)                                                GAAP)
    ASSETS
    Current assets:
    Cash and cash
     equivalents                    $835.5                       $-                      $835.5                        $727.4                    $-       $727.4
    Cash and cash
     equivalents of
     consolidated
     investment
     products                            -  287.8             287.8             -       382.3         382.3
    Unsettled fund
     receivables                     550.1                        -                       550.1                         444.4                     -        444.4
    Accounts
     receivable                      453.8                     (4.4)                      449.4                         434.6                 (10.2)       424.4
    Accounts
     receivable of
     consolidated
     investment
     products                            -   84.1              84.1             -        98.5          98.5
    Investments                      363.9                        -                       363.9                         283.7                     -        283.7
    Prepaid assets                    50.3                        -                        50.3                          51.2                     -         51.2
    Other current
     assets                           94.5                        -                        94.5                         139.2                  10.8        150.0
    Deferred tax
     asset, net                       38.4                        -                        38.4                          28.7                     -         28.7
    Assets held for
     policyholders                 1,153.6                        -                     1,153.6                       1,243.5                     -      1,243.5
    Total current
     assets                        3,540.1                    367.5                     3,907.6                       3,352.7                 481.4      3,834.1

    Non-current assets:
    Investments                      313.4                    (66.6)                      246.8                         293.4                 (92.6)       200.8
    Investments of
     consolidated
     investment
     products                            -                  4,550.6                     4,550.6                             -               6,629.0      6,629.0
    Security deposit
     assets and
     receivables                      27.4                        -                        27.4                          81.2                     -         81.2
    Other non-
     current assets                   26.8                        -                        26.8                          17.9                     -         17.9
    Deferred sales
     commissions                      47.7                        -                        47.7                          40.5                     -         40.5
    Property and
     equipment, net                  349.6                        -                       349.6                         312.8                     -        312.8
    Intangible
     assets, net                   1,287.7                        -                     1,287.7                       1,322.8                     -      1,322.8
    Goodwill                       7,048.2                        -                     7,048.2                       6,907.9                     -      6,907.9
    Total non-
     current assets                9,100.8                  4,484.0                    13,584.8                       8,976.5               6,536.4     15,512.9
    Total assets                 $12,640.9                 $4,851.5                   $17,492.4                     $12,329.2              $7,017.8    $19,347.0

    LIABILITIES AND EQUITY
    Current liabilities:
    Current
     maturities of
     total debt                         $-                       $-                          $-                        $215.1                    $-       $215.1
    Unsettled fund
     payables                        552.5                        -                       552.5                         439.6                     -        439.6
    Income taxes
     payable                          77.9                        -                        77.9                          59.6                     -         59.6
    Other current
     liabilities                     833.6                     (8.9)                      824.7                         861.1                 (19.6)       841.5
    Other current
     liabilities of
     consolidated
     investment
     products                            -  104.3             104.3             -       175.1         175.1
    Policyholder
     payables                      1,153.6                        -                     1,153.6                       1,243.5                     -      1,243.5
    Total current
     liabilities                   2,617.6                     95.4                     2,713.0                       2,818.9                 155.5      2,974.4

    Non-current liabilities:
    Long-term debt                 1,186.0                        -                     1,186.0                       1,069.6                     -      1,069.6
    Long-term debt
     of consolidated
     investment
     products                            -                  3,899.4                     3,899.4                             -               5,512.9      5,512.9
    Deferred tax
     liabilities,
     net                             311.4                        -                       311.4                         274.0                     -        274.0
    Security
     deposits
     payable                          27.4                        -                        27.4                          81.2                     -         81.2
    Other non-
     current
     liabilities                     306.2                        -                       306.2                         297.3                     -        297.3
    Total non-
     current
     liabilities                   1,831.0                  3,899.4                     5,730.4                       1,722.1               5,512.9      7,235.0
    Total
     liabilities                   4,448.6                  3,994.8                     8,443.4                       4,541.0               5,668.4     10,209.4

    Equity:
    Equity attributable to
     common shareholders:
    Common shares                     98.1                        -                        98.1                          98.1                     -         98.1
    Additional paid-
     in-capital                    6,141.0                        -                     6,141.0                       6,180.6                     -      6,180.6
    Treasury shares               (1,382.9)                       -                    (1,382.9)                     (1,280.4)                    -     (1,280.4)
    Retained
     earnings                      2,780.1                     21.2                     2,801.3                       2,381.3                  31.9      2,413.2
    Retained
     earnings
     appropriated
     for investors
     in consolidated
     investment
     products                            -  128.8             128.8             -       334.3         334.3
    Accumulated
     other
     comprehensive
     income, net of
     tax                             551.4  (20.9)            530.5         404.1       (30.8)        373.3
    Total equity
     attributable to
     common
     shareholders                  8,187.7                    129.1                     8,316.8                       7,783.7                 335.4      8,119.1
    Equity
     attributable to
     noncontrolling
     interests in
     consolidated
     entities                          4.6  727.6             732.2           4.5     1,014.0       1,018.5
    Total equity                   8,192.3                    856.7                     9,049.0                       7,788.2               1,349.4      9,137.6
    Total
     liabilities and
     equity                      $12,640.9                 $4,851.5                   $17,492.4                     $12,329.2              $7,017.8    $19,347.0




    See pages 23 through 26 for notes to the reconciliation.




                                          Invesco Ltd.
         Condensed Consolidated Cash Flow Statement Information Excluding Consolidated
                                       Investment Products
                       (a non-GAAP presentation, unaudited, in millions)

                                                  Year ended December 31,
                                                          2012                             2011
    Adjusted operating activities:
    U.S. GAAP net income                      $587.3                           $622.0
    Consolidated investment product net
     income                                    100.6                             87.5
    Net income adjusted to remove
     impact of CIP                             687.9                            709.5
    Adjustments to reconcile net income to net cash
     provided by operating
    activities:
    Amortization and depreciation               95.0                            117.4
    Share-based compensation expense           136.4                            115.1
    Gains on disposals of property,
     equipment, and software, net               (0.9)                            (5.8)
    Purchase of trading investments        (10,192.5)                       (10,548.6)
    Proceeds from sale of trading
     investments                            10,185.3                         10,537.6
    Other gains and losses, net                (17.0)                           (49.0)
    Call premium on debt extinguishment        (23.0)                               -
    Tax benefit from share-based
     compensation                               52.2                             77.8
    Excess tax benefits from share-
     based compensation                        (12.7)                           (14.7)
    Equity in earnings of
     unconsolidated affiliates                 (29.3)                           (30.8)
    Dividends from unconsolidated
     affiliates                                 15.6                             21.3
    Changes in operating assets and liabilities:
    Decrease/(increase) in receivables          97.4                            204.7
    (Decrease)/increase in payables           (122.3)                          (331.7)
    Adjusted net cash provided by/
     (used in) operating activities            872.1                            802.8

    Adjusted investing activities:
    Purchase of property and equipment         (99.3)                          (107.0)
    Disposal of property and equipment           0.6                             12.6
    Purchase of available-for-sale
     investments                               (97.8)                           (31.4)
    Sale of available-for-sale
     investments                                68.4                             65.2
    Purchase of other investments             (126.4)                          (150.4)
    Sale of other investments                   83.6                             64.6
    Returns of capital and
     distributions from equity method
     investments                                32.0                             39.7
    Acquisitions of businesses                     -                            (14.9)
    Acquisition earn-out payments              (37.2)                           (16.8)
    Sale of management contracts                16.4                                -
    Adjusted net cash provided by/
     (used in) investing activities           (159.7)                          (138.4)

    Adjusted financing activities:
    Proceeds from exercises of share
     options                                    23.0                             12.4
    Purchases of treasury shares              (265.0)                          (436.5)
    Dividends paid                            (289.0)                          (220.9)
    Excess tax benefits from share-
     based compensation                         12.7                             14.7
    Net borrowings/(repayments) under
     credit facility                            47.5                            (31.0)
    Net proceeds from issuance of
     senior notes                              595.1                                -
    Repayments of senior notes                (745.7)                               -
    Acquisition of interest in
     consolidated investment products              -                            (12.3)
    Adjusted net cash (used
     in)/provided by financing
     activities                               (621.4)                          (673.6)
    Increase/(decrease) in cash and
     cash equivalents                           91.0                             (9.2)
    Foreign exchange movement on cash
     and cash equivalents                       17.1                             (3.9)
    Cash and cash equivalents,
     beginning of year                         727.4                            740.5
    Cash and cash equivalents, end of
     year                                     $835.5                           $727.4




                                            Invesco Ltd.
                      U.S. GAAP Condensed Consolidated Statements of Cash Flows
                                      (Unaudited, in millions)

                                                            Year ended December 31,
                                                                   2012                 2011
    Operating activities:
    Net income                                           $587.3                       $622.0
    Adjustments to reconcile net income to net cash provided by
     operating
    activities:
    Amortization and depreciation                          95.0                        117.4
    Share-based compensation expense                      136.4                        115.1
    Gains on disposals of property, equipment, and
     software, net                                         (0.9)                        (5.8)
    Purchase of trading investments                   (10,192.5)                   (10,548.6)
    Proceeds from sale of trading investments          10,185.3                     10,537.6
    Other gains and losses, net                            (8.3)                       (49.0)
    Call premium on debt extinguishment                   (23.0)                           -
    Losses/(gains) of consolidated investment
     products, net                                         97.7                        138.9
    Tax benefit from share-based compensation              52.2                         77.8
    Excess tax benefits from share-based
     compensation                                         (12.7)                       (14.7)
    Equity in earnings of unconsolidated
     affiliates                                           (29.7)                       (30.5)
    Dividends from unconsolidated affiliates               15.6                         21.3
    Changes in operating assets and liabilities:
    Decrease/(increase) in cash held by
     consolidated investment products                     (36.2)                       264.2
    Decrease/(increase) in receivables                    113.8                        213.4
    (Decrease)/increase in payables                      (160.7)                      (494.3)
    Net cash provided by/(used in) operating
     activities                                           819.3                        964.8

    Investing activities:
    Purchase of property and equipment                    (99.3)                      (107.0)
    Disposal of property and equipment                      0.6                         12.6
    Purchase of available-for-sale investments            (85.9)                       (31.4)
    Sale of available-for-sale investments                 50.6                         60.2
    Purchase of investments by consolidated
     investment products                               (3,252.0)                    (2,991.4)
    Sale of investments by consolidated investment
     products                                           3,346.8                      3,479.0
    Purchase of other investments                        (126.0)                      (143.4)
    Sale of other investments                              83.6                         64.6
    Returns of capital and distributions from
     equity method investments                             20.0                         36.6
    Acquisitions of businesses                                -                        (14.9)
    Acquisition earn-out payments                         (37.2)                       (16.8)
    Sale of management contracts                           16.4                            -
    Net cash provided by/(used in) investing
     activities                                           (82.4)                       348.1

    Financing activities:
    Proceeds from exercises of share options               23.0                         12.4
    Purchases of treasury shares                         (265.0)                      (436.5)
    Dividends paid                                       (289.0)                      (220.9)
    Excess tax benefits from share-based
     compensation                                          12.7                         14.7
    Capital invested into consolidated investment
     products                                              20.0                         37.2
    Capital distributed by consolidated investment
     products                                            (277.0)                      (172.4)
    Net borrowings/(repayments) of debt of
     consolidated investment products                     232.5                       (513.3)
    Net borrowings/(repayments) under credit
     facility                                              47.5                        (31.0)
    Net proceeds from issuance of senior notes            595.1                            -
    Repayments of senior notes                           (745.7)                           -
    Acquisition of interest in consolidated
     investment products                                      -                        (12.3)
    Net cash provided by/(used in) financing
     activities                                          (645.9)                    (1,322.1)
    Increase/(decrease) in cash and cash
     equivalents                                           91.0                         (9.2)
    Foreign exchange movement on cash and cash
     equivalents                                           17.1                         (3.9)
    Cash and cash equivalents, beginning of year          727.4                        740.5
    Cash and cash equivalents, end of year               $835.5                       $727.4




                                                        Invesco Ltd.
                               Reconciliations of Condensed Consolidated Cash Flow Statement
                                             Information Excluding Consolidated
                                  Investment Products to U.S. GAAP Condensed Consolidated
                                                  Statements of Cash Flows
                                                  (unaudited, in millions)

                                         Year ended December 31,                                 Year ended December 31,
                                                          2012                                               2011
                                                 Impact                                                     Impact
                             Before                    of                Total                  Before                    of           Total
                                                                  (U.S.                                                          (U.S.
                          Consolidation           Consolidation           GAAP)               Consolidation           Consolidation          GAAP)
                              (non-                                                  (non-
                              GAAP)                                                          GAAP)
    Operating activities:
    Net income                $687.9             ($100.6)              $587.3               $709.5              ($87.5)              $622.0
    Amortization
     and
     depreciation               95.0                   -                 95.0                117.4                   -                117.4
    Share-based
     compensation
     expense                   136.4                   -                136.4                115.1                   -                115.1
    Gains on
     disposals
     of
     property,
     equipment,
     and
     software,
     net                        (0.9)            -           (0.9)          (5.8)            -           (5.8)
    Purchase of
     trading
     investments           (10,192.5)                  -            (10,192.5)           (10,548.6)                  -            (10,548.6)
    Proceeds
     from sale
     of trading
     investments            10,185.3                   -             10,185.3             10,537.6                   -             10,537.6
    Other gains
     and losses,
     net                       (17.0)                8.7                 (8.3)               (49.0)                  -                (49.0)
    Call premium
     on debt
     extinguishment            (23.0)                  -                (23.0)                   -                   -                    -
    Losses/
     (gains) of
     consolidated
     investment
     products,
     net                           -          97.7           97.7              -         138.9          138.9
    Tax benefit
     from share-
     based
     compensation               52.2                   -                 52.2                 77.8                   -                 77.8
    Excess tax
     benefits
     from share-
     based
     compensation              (12.7)            -          (12.7)         (14.7)            -          (14.7)
    Equity in
     earnings of
     unconsolidated
     affiliates                (29.3)               (0.4)               (29.7)               (30.8)                0.3                (30.5)
    Dividends
     from
     unconsolidated
     affiliates                 15.6                   -                 15.6                 21.3                   -                 21.3
    Changes in operating
     assets and
     liabilities:
    Decrease/
     (increase)
     in cash
     held by CIP                   -               (36.2)               (36.2)                   -               264.2                264.2
    Decrease/
     (increase)
     in
     receivables                97.4                16.4                113.8                204.7                 8.7                213.4
     (Decrease)/increase
     in payables              (122.3)              (38.4)              (160.7)              (331.7)             (162.6)              (494.3)
    Net cash
     provided
     by/(used
     in)
     adjusted
     operating
     activities                872.1         (52.8)         819.3          802.8         162.0          964.8

    Investing activities:
    Purchase of
     property
     and
     equipment                 (99.3)                  -                (99.3)              (107.0)                  -               (107.0)
    Disposal of
     property
     and
     equipment                   0.6                   -                  0.6                 12.6                   -                 12.6
    Purchase of
     available-
     for-sale
     investments               (97.8)               11.9                (85.9)               (31.4)                  -                (31.4)
    Sale of
     available-
     for-sale
     investments                68.4               (17.8)                50.6                 65.2                (5.0)                60.2
    Purchase of
     investments
     by CIP                        -            (3,252.0)            (3,252.0)                   -            (2,991.4)            (2,991.4)
    Sale of
     investments
     by CIP                        -             3,346.8              3,346.8                    -             3,479.0              3,479.0
    Purchase of
     other
     investments              (126.4)                0.4               (126.0)              (150.4)                7.0               (143.4)
    Sale of
     other
     investments                83.6                   -                 83.6                 64.6                   -                 64.6
    Returns of
     capital and
     distributions
     from equity
     method
     investments                32.0         (12.0)          20.0           39.7          (3.1)          36.6
    Acquisitions
     of
     businesses                    -                   -                    -                (14.9)                  -                (14.9)
    Acquisition
     earn-out
     payments                  (37.2)                  -                (37.2)               (16.8)                  -                (16.8)
    Sale of
     management
     contracts                  16.4                   -                 16.4                    -                   -                    -
    Net cash
     provided
     by/(used
     in)
     adjusted
     investing
     activities               (159.7)         77.3          (82.4)        (138.4)        486.5          348.1

    Financing activities:
    Proceeds
     from
     exercises
     of share
     options                    23.0             -           23.0           12.4             -           12.4
    Purchases of
     treasury
     shares                   (265.0)                  -               (265.0)              (436.5)                  -               (436.5)
    Dividends
     paid                     (289.0)                  -               (289.0)              (220.9)                  -               (220.9)
    Excess tax
     benefits
     from share-
     based
     compensation               12.7             -           12.7           14.7             -           14.7
    Capital
     invested
     into CIP                      -                20.0                 20.0                    -                37.2                 37.2
    Capital
     distributed
     by CIP                        -              (277.0)              (277.0)                   -              (172.4)              (172.4)
    Net
     borrowings/
     (repayments)
     of debt of
     CIP                           -         232.5          232.5              -        (513.3)        (513.3)
    Net
     borrowings/
     (repayments)
     under
     credit
     facility                   47.5             -           47.5          (31.0)            -          (31.0)
    Net proceeds
     from
     issuance of
     senior
     notes                     595.1             -          595.1              -             -              -
    Repayments
     of senior
     notes                    (745.7)                  -               (745.7)                   -                   -                    -
    Acquisition
     of interest
     in CIP                        -                   -                    -                (12.3)                  -                (12.3)
    Net cash
     (used
     in)/provided
     by adjusted
     financing
     activities               (621.4)        (24.5)        (645.9)        (673.6)       (648.5)      (1,322.1)
    Increase/
     (decrease)
     in cash and
     cash
     equivalents                91.0             -           91.0           (9.2)            -           (9.2)
    Foreign
     exchange
     movement on
     cash and
     cash
     equivalents                17.1             -           17.1           (3.9)            -           (3.9)
    Cash and
     cash
     equivalents,
     beginning
     of year                   727.4             -          727.4          740.5             -          740.5
    Cash and
     cash
     equivalents,
     end of year              $835.5                  $-               $835.5               $727.4                  $-               $727.4




    See pages 23 through 26 for notes to the reconciliation.


Invesco Ltd.

Notes

Notes 1 through 8 relate to the income statement reconciliations presented on pages 12 through 16. Further explanations of the reasons the company considers it appropriate to present these adjustments in arriving at the non-GAAP measures can be found in the Form 10-K for the year ended December 31, 2011.

Note 9 relates to the balance sheet and cash flow statement reconciliations on pages 19 and 22, respectively.

Non-GAAP measures should not be considered as substitutes for any measures derived in accordance with U.S. GAAP and may not be comparable to other similarly titled measures of other companies.

1. Acquisition/disposition related adjustments

Acquisition related adjustments are comprised of amounts incurred by the company in connection with business combinations, including transaction and integration expenses, intangible asset amortization (including any increased amortization related to the write-off of related management contract intangible assets), changes in estimates of acquisition earn-out liabilities booked from prior acquisitions, gains and losses related to dispositions, and all related tax effects.

Adjustments related to acquisition and disposition amounts are as follows:



                                  Quarterly                     Year-to-date
    in                                                                       Dec 31,          Dec 31,
     millions           Q4-12                       Q3-12                       Q4-11                 2012 2011
    ---------
    Equity in
     earnings
     of
     unconsolidated
     affiliates     $    -    $     -    $      -    $3.5     $      -
    Other
     gains
     and
     losses,
     net                -         -          -       (3.5)          -
    Service
     and
     distribution
     fees                 -             -            -               -              (5.2)
    Third-
     party
     distribution,
     service
     and
     advisory
     expenses           -         -          -         -          5.2
     Transaction
     and
     integration         2.6            3.0           5.5              8.2              29.4
    Taxation
     on
     transaction
     and
     integration      (1.0)      (1.1)       (2.1)      (3.1)       (11.2)
     Intangible
     amortization        4.9            5.3           6.1             29.6              42.2
    Taxation
     on
     amortization       (0.4)          (0.4)         (1.0)            (2.6)             (4.4)
    Prepaid
     compensation
     amortization         -             -            -               -              15.0
    Deferred
     taxation            6.4            6.6           6.3             26.0              27.0
    Change in
     contingent
     consideration
     estimates            -             -          (2.4)            (2.3)            (13.2)
    Gain on
     sale of
     CLO
     management
     contracts          -       (8.3)         -       (8.3)          -
    Taxation
     on gain
     on sale
     of CLO
     management
     contracts          -        2.5          -        2.5           -
                       $12.5           $7.6         $12.4            $50.0             $84.8



2. Third-party distribution, service and advisory expenses

Third-party distribution, service and advisory expenses include renewal commissions, management fee rebates and distribution costs (12b-1 and marketing support) paid to brokers and independent financial advisors, which are all closely linked to the revenue earned by Invesco from AUM but vary extensively by geography due to differences in distribution channels. The non-GAAP presentation nets these costs against revenues to arrive at net revenues, which serves to reflect these costs as revenue sharing activities and to remove distortions caused by differing distribution channel fees.

3. Proportional share of net revenues and operating income from joint venture investments

The company has two joint ventures in China. Enhancing operations in China is one effort that the company believes could improve its competitive position over time. U.S. GAAP requires classification of the pre-tax joint venture income as equity in earnings of unconsolidated affiliates. The non-GAAP adjustment proportionately consolidates these joint ventures, serving to illustrate the contribution of these joint ventures to the operations of the business.

4. Consolidated investment products (CIP)

Management and performance fees earned by the company, which were eliminated from operating revenues upon consolidation of investment products, were $8.6 million in the fourth quarter (third quarter 2012: $11.5 million; fourth quarter 2011: $11.7 million; 2012: $41.0 million; 2011: $47.3 million). By deconsolidating these products in the non-GAAP information, the management and performance fees are added back into net revenues. Similarly, the consolidated investment products' operating expenses and impact on interest income, interest expense, gains and losses, and noncontrolling interests are removed in reconciling from the U.S. GAAP income statement to the non-GAAP information. The consolidation of the investment products resulted in a increase of $2.4 million in net income attributable to common shareholders in the fourth quarter U.S. GAAP earnings (third quarter 2012: $11.1 million decrease; fourth quarter 2011: $1.9 million increase; 2012: $10.7 million decrease; 2011: $20.2 million increase). The above adjustments remove this impact.

5. Market appreciation / depreciation of deferred compensation awards

This adjustment relates to deferred cash compensation that is linked in value to investment products. The market appreciation of the compensation liability was $3.3 million in the fourth quarter (third quarter 2012: $4.7 million appreciation; fourth quarter 2011: $5.5 million appreciation; 2012: $14.3 million appreciation; 2011: $5.8 million appreciation) with an investment gain, inclusive of interest and dividend income, of $3.5 million in the fourth quarter (third quarter 2012: $11.1 million gain; fourth quarter 2011: $10.1 million gain; 2012: $24.4 million gain; 2011: $2.2 million gain) on the assets held to hedge economically the compensation liability. This change in compensation expense and the investment income are adjusted in arriving at the non-GAAP information and, net of the applicable taxation charge (fourth quarter 2012: zero; third quarter 2012: $1.9 million charge; fourth quarter 2011: $1.4 million charge; 2012: $2.7 million charge; 2011: $1.1 million credit), result in a net income deduction of $0.2 million for the fourth quarter (third quarter 2012: $4.5 million deduction; fourth quarter 2011: $3.2 million deduction; 2012: $7.4 million deduction; 2011: $2.5 million addition).

6. Other reconciling items

European infrastructure transformational initiative: As announced in 2011, the company is outsourcing its European transfer agency and is making certain structural changes to product and distribution platforms. Expenses incurred related to the European infrastructure activities are excluded in arriving at the non-GAAP financial information. As part of the outsourcing of the U.K. transfer agency, operational process changes resulted in an accounting adjustment recognizing additional distribution expense of $15.3 million in the fourth quarter and year ended December 31, 2012. The initiative also incurred $1.9 million in compensation expenses, primarily due to severance costs (third quarter 2012: $1.3 million; fourth quarter 2011: $1.2 million; 2012: $5.6 million; 2011: $7.6 million); $2.1 million in general and administrative costs, primarily related to professional contractor services and mutual fund costs (third quarter 2012: $1.4 million; fourth quarter 2011: $1.5 million; 2012: $7.3 million; 2011: $5.3 million); $0.1 million in marketing costs (third quarter 2012: $0.6 million; fourth quarter 2011: none; 2012: $1.6 million; 2011: none); and $2.3 million of property, office and technology costs (third quarter 2012: $0.7 million; fourth quarter 2011: $5.0 million; 2012: $5.8 million; 2011: $5.9 million). The company's income tax provision included tax benefits of $4.9 million in the fourth quarter 2012 relating to these charges (third quarter 2012: $0.7 million; fourth quarter 2011: $0.8 million; 2012: $7.5 million; 2011: $1.9 million).

Included within other gains and losses, net for the fourth quarter 2012 is a loss of $0.1 million related to the mark-to-market of four foreign exchange put option contracts, purchased in the second quarter 2012, intended to provide protection against the impact of a significant decline in the pound sterling/U.S. dollar foreign exchange rate (third quarter 2012: $1.2 million; 2012: $2.5 million). The cost to the company of these contracts was $2.5 million at their inception date, which represents the company's maximum exposure to loss from the contracts over the 12-month cumulative contract period, and contract maturity ranges from September 25, 2012 to June 25, 2013. The adjustment from U.S. GAAP to non-GAAP earnings for the fourth quarter 2012 is a charge of $0.6 million (third quarter 2012: $0.4 million credit; 2012: $0.8 million credit) that 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. The related non-GAAP adjustment to the company's income tax provision is a credit of $0.1 million in the fourth quarter of 2012 (third quarter 2012: $0.1 million charge; 2012: $0.2 million charge).

Other gains and losses, net included a charge of $23.5 million in the fourth quarter of and year ended December 31, 2012 related to the call premiums on the redemption of the $333.5 million principal amount of 5.375% Senior Notes due February 27, 2013 and the $197.1 million principal amount of the 5.375% Senior Notes due December 15, 2014. The company's income tax provision included a taxation credit of $5.8 million related to the charge.

Included within marketing expenses in 2011 is a credit of $10.4 million related to the termination of naming rights to the Denver Broncos stadium. The company's income tax provision included a taxation charge of $4.0 million relating to the credit.

Included within other gains and losses in the fourth quarter and year ended December 31, 2011 is a credit of $45.0 million related to a legal settlement. Included within general and administrative expenses are legal fees associated with this litigation of $3.6 million. A tax charge of $15.6 million is related to the settlement, net of legal fees.

Included within general and administrative expenses in the fourth quarter and year ended December 31, 2011 is a $0.3 million credit related to the final amount reimbursed associated with the 2010 correction of historic foreign exchange allocations in the fund accounting process that impacted the reporting of fund performance in certain funds, together with an associated $0.1 million tax charge.

Included within general and administrative expenses in the year ended December 31, 2011 is a $0.4 million charge reflecting revisions to a 2010 levy from the U.K. Financial Services Compensation Scheme. The company's tax provision included tax benefits of $0.1 million related to this revision.

Due to the unique character and magnitude of these items, their impact has been excluded in calculating the non-GAAP financial measures.

7. Definition of operating margin and adjusted operating margin

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

8. Definition of adjusted diluted EPS

Adjusted diluted EPS is equal to adjusted net income attributable to common shareholders divided by the weighted average number of shares outstanding.

9. Balance sheets and cash flow statements excluding CIP

U.S. GAAP condensed consolidating balance sheets and condensed consolidated statements of cash flows reflect the consolidation of investment products. The majority of the company's consolidated investment products balances were CLO-related as of December 31, 2012 and December 31, 2011. 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 fees generated from, 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. Additionally, 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. Similarly, cash held by consolidated investment products is not available for general use by Invesco, nor is Invesco cash available for general use by its consolidated investment products.

By deconsolidating the consolidated investment products in the condensed consolidated balance sheet information excluding consolidated investment products, the assets, liabilities and equity of the consolidated investment products are removed and the company's equity interest in the investment products, accounted for as equity method and available-for-sale investments, are replaced. The company considers this a more representative presentation of the company's financial position, and calculations made therefrom, such as debt-to-equity ratios, are more meaningful excluding these balances.

The condensed consolidated cash flow statement information excluding consolidated investment products present the cash flows of the company separately and before consolidation of investment products, as the cash flows of consolidated investment products 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 for the reasons noted.



                                            Invesco Ltd.
                                  Quarterly Assets Under Management
                                                                          %
    (in billions)                               Q4-12               Q3-12      Change           Q4-11
    Beginning Assets                          $683.0           $646.6        5.6%            $598.4
    Long-term inflows                           41.7             42.3      (1.4)%              41.1
    Long-term outflows                         (40.8)           (32.9)      24.0%             (35.5)
    Long-term net flows                          0.9              9.4     (90.4)%               5.6
    Net flows in institutional
     money market funds                          0.1              2.3     (95.7)%               0.4
    Market gains and losses/
     reinvestment                                4.9             22.1     (77.8)%              20.8
    Acquisitions/dispositions,
     net                                           -             (1.7)       N/A         -
    Foreign currency translation                (1.2)             4.3        N/A       0.1
    Ending Assets                             $687.7           $683.0        0.7%            $625.3

    Average long-term AUM                     $610.6           $599.8        1.8%            $552.1
    Average institutional money
     market AUM                                 69.6             68.1        2.2%              69.6
    Average AUM                               $680.2           $667.9        1.8%            $621.7
    Gross revenue yield on AUM(a)            64.5bps         62.6bps                 64.5bps
    Gross revenue yield on AUM
     before performance fees(a)              63.4bps         62.5bps                 62.9bps
    Net revenue yield on AUM(b)              45.6bps         44.0bps                 46.1bps
    Net revenue yield on AUM
     before performance fees(b)              44.4bps         43.8bps                 44.6bps




    (in billions)                                   Total AUM    Active(e)   Passive(e)
    September 30, 2012                             $683.0       $565.1        $117.9
    Long-term inflows                                41.7         29.1          12.6
    Long-term outflows                              (40.8)       (27.3)        (13.5)
    Long-term net flows                               0.9          1.8          (0.9)
    Net flows in institutional money market funds     0.1          0.1             -
    Market gains and losses/reinvestment              4.9          7.5          (2.6)
    Foreign currency translation                     (1.2)        (0.8)         (0.4)
    December 31, 2012                              $687.7       $573.7        $114.0

    Average AUM                                    $680.2       $566.6        $113.6
    Gross revenue yield on AUM(a)                 64.5bps     75.5bps      10.0bps
    Net revenue yield on AUM(b)                   45.6bps     52.8bps      10.0bps





                                                                              Private
    By channel: (in billions)              Total       Retail  Institutional           Wealth
                                                                             Management
    September 30, 2012                   $683.0  $423.4       $240.0            $19.6
    Long-term inflows                      41.7    32.8          7.5              1.4
    Long-term outflows                    (40.8)  (33.2)        (6.9)           (0.7)
    Long-term net flows                     0.9    (0.4)         0.6              0.7
    Net flows in institutional money
     market funds                           0.1       -          0.1                -
    Market gains and losses/reinvestment    4.9     2.6          2.7            (0.4)
    Foreign currency translation           (1.2)    0.2         (1.4)               -
    December 31, 2012                    $687.7  $425.8       $242.0            $19.9





    See the footnotes immediately following these tables.




                                      Invesco Ltd.
                     Quarterly Assets Under Management (continued)
     By
     asset
     class:
     (in                                       Fixed
     billions)      Total      Equity        Income          Balanced   Money      Alternatives(c)
                                                                           Market
                                                                                           (d)
     September
     30,
     2012          $683.0         $300.6        $167.0           $57.9       $73.2                 $84.3
     Long-
     term
     inflows         41.7           19.3           9.5             6.3         0.6                   6.0
     Long-
     term
     outflows       (40.8)         (25.0)         (6.1)           (2.4)       (0.7)                 (6.6)
     Long-
     term
     net
     flows            0.9           (5.7)          3.4             3.9        (0.1)                 (0.6)
     Net
     flows
     in
     institutional
     money
     market
     funds            0.1          -         -         -       0.1                -
     Market
     gains
     and
     losses/
     reinvestment     4.9        2.9       1.7       0.3       0.1             (0.1)
     Foreign
     currency
     translation     (1.2)          (0.4)         (0.2)              -           -                  (0.6)
     December
     31,
     2012          $687.7         $297.4        $171.9           $62.1       $73.3                 $83.0





    By client
     domicile: (in
     billions)     Total   U.S.         Canada U.K.   Continental         Asia
                                                        Europe
    September 30,
     2012          $683.0       $474.5         $25.0               $99.6       $35.6  $48.3
    Long-term
     inflows         41.7         27.9           1.3                 3.3         5.8    3.4
    Long-term
     outflows       (40.8)       (29.4)         (1.3)               (3.4)       (3.9)  (2.8)
    Long-term net
     flows            0.9         (1.5)            -                (0.1)        1.9    0.6
    Net flows in
     institutional
     money market
     funds            0.1          0.4          (0.1)               (0.2)          -      -
    Market gains
     and losses/
     reinvestment     4.9         (0.6)          0.6                 1.9         1.1    1.9
    Foreign
     currency
     translation     (1.2)           -          (0.3)                0.7         0.2   (1.8)
    December 31,
     2012          $687.7       $472.8         $25.2              $101.9       $38.8  $49.0





    See the footnotes immediately following these tables.




                                            Invesco Ltd.
                                Year-to-Date Assets Under Management
    (in billions)                                          2012                2011 % Change
    Beginning Assets                                $625.3              $616.5         1.4%
    Long-term inflows                                164.0               177.6       (7.7)%
    Long-term outflows                              (151.6)             (158.4)      (4.3)%
    Long-term net flows                               12.4                19.2      (35.4)%
    Net flows in institutional money market
     funds                                             0.1                 5.3      (98.1)%
    Market gains and losses/reinvestment              48.8               (15.3)            N/A
    Acquisitions/dispositions, net                    (1.7)                  -             N/A
    Foreign currency translation                       2.8                (0.4)            N/A
    Ending Assets                                   $687.7              $625.3        10.0%

    Average long-term AUM                           $595.4              $566.0         5.2%
    Average institutional money market AUM            69.0                68.3         1.0%
    Average AUM                                     $664.4              $634.3         4.7%
    Gross revenue yield on AUM(a)                 63.2bps            64.9bps
    Gross revenue yield on AUM before
     performance fees(a)                          62.3bps            64.3bps
    Net revenue yield on AUM(b)                   44.5bps            45.7bps
    Net revenue yield on AUM before performance
     fees(b)                                      43.6bps            45.1bps




    (in billions)                              Total AUM     Active(e)   Passive(e)
    December 31, 2011                         $625.3        $529.0         $96.3
    Long-term inflows                          164.0         106.6          57.4
    Long-term outflows                        (151.6)       (105.3)        (46.3)
    Long-term net flows                         12.4           1.3          11.1
    Net flows in institutional money market
     funds                                       0.1           0.1             -
    Market gains and losses/reinvestment        48.8          41.8           7.0
    Acquisitions/dispositions, net              (1.7)         (1.7)            -
    Foreign currency translation                 2.8           3.2          (0.4)
    December 31, 2012                         $687.7        $573.7        $114.0

    Average AUM                               $664.4        $554.2        $110.2
    Gross revenue yield on AUM(a)           63.2bps      73.9bps       9.3bps
    Net revenue yield on AUM(b)             44.5bps      51.6bps       9.3bps




                                                                               Private
    By channel: (in billions)            Total   Retail           Institutional        Wealth
                                                                         Management
    December 31, 2011                    $625.3     $373.9  $233.5            $17.9
    Long-term inflows                     164.0      131.7    28.0              4.3
    Long-term outflows                   (151.6)    (121.3)  (27.7)           (2.6)
    Long-term net flows                    12.4       10.4     0.3              1.7
    Net flows in institutional money
     market funds                           0.1          -     0.1                -
    Market gains and losses/reinvestment   48.8       37.3    11.2              0.3
    Acquisitions/dispositions, net         (1.7)         -    (1.7)               -
    Foreign currency translation            2.8        4.2    (1.4)               -
    December 31, 2012                    $687.7     $425.8  $242.0            $19.9





    See the footnotes immediately following these tables.




                                       Invesco Ltd.
                           Year-to-Date Assets Under Management
                                        (continued)
     By
     asset
     class:
     (in                                       Fixed
     billions)     Total       Equity        Income           Balanced   Money      Alternatives(c)
                                                                            Market
                                                                                            (d)
     December
     31,
     2011          $625.3         $271.0         $149.0           $44.6       $74.0                 $86.7
     Long-
     term
     inflows        164.0           81.4           38.9            21.5         2.7                  19.5
     Long-
     term
     outflows      (151.6)         (90.7)         (25.8)           (8.5)       (3.4)                (23.2)
     Long-
     term
     net
     flows           12.4           (9.3)          13.1            13.0        (0.7)                 (3.7)
     Net
     flows
     in
     institutional
     money
     market
     funds            0.1          -          -         -       0.1                -
     Market
     gains
     and
     losses/
     reinvestment    48.8       33.3        9.4       3.8      (0.1)             2.4
     Acquisitions/
     dispositions,
     net             (1.7)             -              -               -           -                  (1.7)
     Foreign
     currency
     translation      2.8            2.4            0.4             0.7           -                  (0.7)
     December
     31,
     2012          $687.7         $297.4         $171.9           $62.1       $73.3                 $83.0





    By client
     domicile: (in
     billions)     Total   U.S.         Canada U.K.   Continental         Asia
                                                        Europe
    December 31,
     2011          $625.3       $430.0         $23.4               $89.8       $32.0  $50.1
    Long-term
     inflows        164.0        113.7           3.8                13.4        20.6   12.5
    Long-term
     outflows      (151.6)      (101.5)         (5.0)              (15.2)      (14.9) (15.0)
    Long-term net
     flows           12.4         12.2          (1.2)               (1.8)        5.7   (2.5)
    Net flows in
     institutional
     money market
     funds            0.1          0.6           0.1                (0.2)          -   (0.4)
    Market gains
     and losses/
     reinvestment    48.8         30.0           2.3                10.4         2.5    3.6
    Acquisitions/
     dispositions,
     net             (1.7)           -             -                   -        (1.7)     -
    Foreign
     currency
     translation      2.8            -           0.6                 3.7         0.3   (1.8)
    December 31,
     2012          $687.7       $472.8         $25.2              $101.9       $38.8  $49.0





    See the footnotes immediately following these tables.




                                             Invesco Ltd.
                              Quarterly Assets Under Management - Passive
                                                                           %
    (in billions)                                Q4-12               Q3-12      Change          Q4-11
    Beginning Assets                           $117.9           $107.6        9.6%            $87.4
    Long-term inflows                            12.6             16.0     (21.3)%             19.5
    Long-term outflows                          (13.5)           (10.2)      32.4%             (137)
    Long-term net flows                          (0.9)             5.8        N/A       5.8
    Net flows in institutional
     money market funds                             -                -        N/A         -
    Market gains and losses/
     reinvestment                                (2.6)             4.4        N/A       3.0
    Foreign currency translation                 (0.4)             0.1        N/A       0.1
    Ending Assets                              $114.0           $117.9      (3.3)%            $96.3

    Average long-term AUM                       113.6            113.6          -              93.6
    Average institutional money
     market AUM                                     -                -        N/A         -
    Average AUM                                $113.6           $113.6          -             $93.6
    Gross revenue yield on AUM(a)             10.0bps         9.5bps                  10.6bps
    Gross revenue yield on AUM
     before performance fees(a)               10.0bps         9.5bps                  10.6bps
    Net revenue yield on AUM(b)               10.0bps         9.5bps                  10.6bps
    Net revenue yield on AUM
     before performance fees(b)               10.0bps         9.5bps                  10.6bps




                                                                                Private
    By channel: (in billions)              Total   Retail   Institutional               Wealth
                                                                         Management
    September 30, 2012                   $117.9  $94.7    $23.2                $-
    Long-term inflows                      12.6   12.2      0.4                 -
    Long-term outflows                    (13.5) (13.0)   (0.5)                 -
    Long-term net flows                    (0.9)  (0.8)   (0.1)                 -
    Net flows in institutional money
     market funds                             -      -        -                 -
    Market gains and losses/reinvestment   (2.6)  (2.7)     0.1                 -
    Foreign currency translation           (0.4)     -    (0.4)                 -
    December 31, 2012                    $114.0  $91.2    $22.8                $-





    By asset
     class: (in                          Fixed
     billions)     Total   Equity        Income Balanced  Money     Alternatives(c)
                                                          Market
    September 30,
     2012          $117.9         $59.2            $37.6         $-                 $- $21.1
    Long-term
     inflows         12.6           9.5              2.5          -                  -   0.6
    Long-term
     outflows       (13.5)        (11.0)            (1.0)         -                  - (1.5)
    Long-term
     net flows       (0.9)         (1.5)             1.5          -                  - (0.9)
    Net flows in
     institutional
     money market
     funds              -             -                -          -                  -     -
    Market gains
     and losses/
     reinvestment    (2.6)         (2.2)            (0.1)         -                  - (0.3)
    Foreign
     currency
     translation     (0.4)            -                -          -                  - (0.4)
    December 31,
     2012          $114.0         $55.5            $39.0         $-                 $- $19.5





    By client domicile: (in
     billions)              Total   U.S.         Canada U.K. Continental    Asia
                                                               Europe
    September 30, 2012      $117.9       $110.8           $-             $-      $1.3  $5.8
    Long-term inflows         12.6         12.5          0.1              -         -     -
    Long-term outflows       (13.5)       (12.9)           -              -      (0.2) (0.4)
    Long-term net flows       (0.9)        (0.4)         0.1              -      (0.2) (0.4)
    Net flows in
     institutional money
     market funds                -            -            -              -         -     -
    Market gains and
     losses/reinvestment      (2.6)        (2.6)           -              -         -     -
    Foreign currency
     translation              (0.4)           -            -              -         -  (0.4)
    December 31, 2012       $114.0       $107.8         $0.1             $-      $1.1  $5.0





    See the footnotes immediately following these tables.




    Invesco Ltd.
    Year-to-Date Assets Under Management - Passive
    (in billions)                                        2012     2011  % Change
    Beginning Assets                              $96.3          $80.8             19.2%
    Long-term inflows                              57.4           71.3           (19.5)%
    Long-term outflows                            (46.3)         (53.8)          (13.9)%
    Long-term net flows                            11.1           17.5           (36.6)%
    Net flows in institutional money market
     funds                                            -              -              N/A
    Market gains and losses/reinvestment            7.0           (2.1)             N/A
    Foreign currency translation                   (0.4)           0.1              N/A
    Ending Assets                                $114.0          $96.3             18.4%

    Average long-term AUM                         110.2           91.3             20.7%
    Average institutional money market AUM            -              -              N/A
    Average AUM                                  $110.2          $91.3             20.7%
    Gross revenue yield on AUM(a)               9.3bps        10.8bps
    Gross revenue yield on AUM before
     performance fees(a)                        9.3bps        10.8bps
    Net revenue yield on AUM(b)                 9.3bps        10.8bps
    Net revenue yield on AUM before
     performance fees(b)                        9.3bps        10.8bps




                                                                                Private
    By channel: (in billions)              Total   Retail   Institutional               Wealth
                                                                         Management
    December 31, 2011                     $96.3  $76.9    $19.4                $-
    Long-term inflows                      57.4   52.4      5.0                 -
    Long-term outflows                    (46.3) (44.9)   (1.4)                 -
    Long-term net flows                    11.1    7.5      3.6                 -
    Net flows in institutional money
     market funds                             -      -        -                 -
    Market gains and losses/reinvestment    7.0    6.8      0.2                 -
    Foreign currency translation           (0.4)     -    (0.4)                 -
    December 31, 2012                    $114.0  $91.2    $22.8                $-





    By asset
     class: (in                          Fixed
     billions)     Total   Equity        Income  Balanced   Money      Alternatives(c)
                                                             Market
    December 31,
     2011           $96.3         $45.6             $30.0           $-                 $- $20.7
    Long-term
     inflows         57.4          41.7              11.2            -                  -   4.5
    Long-term
     outflows       (46.3)        (37.7)             (2.7)           -                  - (5.9)
    Long-term
     net flows       11.1           4.0               8.5            -                  - (1.4)
    Net flows in
     institutional
     money
     market
     funds              -       -        -     - -        -
    Market gains
     and losses/
     reinvestment     7.0           5.9               0.5            -                  -   0.6
    Foreign
     currency
     translation     (0.4)            -                 -            -                  - (0.4)
    December 31,
     2012          $114.0         $55.5             $39.0           $-                 $- $19.5





    By client domicile: (in
     billions)                     Total  U.S.    Canada   U.K.       Continental      Asia
                                                                      Europe
    December 31, 2011             $96.3   $89.6    $-    $-     $1.3             $5.4
    Long-term inflows              57.4    56.7   0.1     -      0.2              0.4
    Long-term outflows            (46.3)  (45.2)    -     -     (0.6)            (0.5)
    Long-term net flows            11.1    11.5   0.1     -     (0.4)            (0.1)
    Net flows in institutional
     money market funds               -       -     -     -        -                -
    Market gains and losses/
     reinvestment                   7.0     6.7     -     -      0.2              0.1
    Foreign currency translation   (0.4)      -     -     -        -             (0.4)
    December 31, 2012            $114.0  $107.8  $0.1    $-     $1.1             $5.0





    See the footnotes immediately following these tables.




                                     Invesco Ltd.
                    Footnotes to the Assets Under Management Tables

    (a) Gross revenue yield on AUM is equal to annualized total operating revenues
     divided by average AUM, excluding joint venture (JV) AUM. For quarterly AUM,
     our share of the average AUM in the fourth quarter for our JVs in China was
     $2.9 billion (third quarter 2012: $2.9 billion; fourth quarter 2011: $3.1
     billion). For year to date AUM, our share of the average AUM in the twelve
     months of 2012 for our JVs in China was $3.0 billion (twelve months of 2011:
     $3.3 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 pre-tax earnings of the JVs is recorded as
     equity in earnings of unconsolidated affiliates on our Condensed Consolidated
     Statements of Income. Gross revenue yield, the most comparable U.S. GAAP-
     based measure to net revenue yield, is not considered a meaningful effective
     fee rate measure. The numerator of the gross revenue yield measure, operating
     revenues, excludes the management fees earned from consolidated investment
     products; however, the 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.
     The company evaluates net revenue yield instead. See the Reconciliations of
     U.S. GAAP to Non-GAAP information on pages 12 through 16 of this release for
     a reconciliation of operating revenues to net revenues.

    (b) Net revenue yield on AUM is equal to annualized net revenues divided by
     average AUM. See the reconciliations of U.S. GAAP to Non-GAAP Information on
     pages 12 through 16 of this release for a reconciliation of operating
     revenues to net revenues.

    (c) The alternatives asset class includes absolute return, Asian direct real
     estate, commodities, currencies, European direct real estate, financial
     structures, Global REITS, private capital -direct, private capital -fund of
     funds, Risk Premia Capture, U.S.direct real estate, and U.S. REITS.

    (d) Ending Money Market AUM includes $69.4 billion in institutional money
     market AUM and $3.9 billion in retail money market AUM.

    (e) Passive AUM includes ETFs, UITs, non-fee earning leverage, foreign
     exchange overlays and other passive mandates. Active AUM is total AUM less
     Passive AUM.




                                               Invesco Ltd.
                               Investment Capabilities Performance Overview

                                              Benchmark                   Peer Group
                                              Comparison                  Comparison
                                          % of AUM Ahead of
                                              Benchmark                  % of AUM In
                                                                         Top Half of
                                                                                       Peer
                                                                            Group
    Equities                             1yr   3yr   5yr       1yr    3yr   5yr
             U.S. Core                     22%         29%         82%         37%    40%    60%
             U.S. Growth                   35%         29%         24%         30%    25%    62%
             U.S. Value                    53%         55%         99%         74%    73%    94%
             Sector                        63%         65%         58%         43%    29%    39%
             U.K.                          11%         99%         98%          9%    98%    94%
             Canadian                     100%         56%         81%        100%    52%    56%
             Asian                         49%         45%         46%         37%    44%    44%
             Continental European          70%         70%         94%         45%    58%    58%
             Global                        59%         80%         88%         62%    73%    60%
              Global Ex U.S. and
              Emerging Markets             25%         88%         99%         15%    87%    90%
    Other
             Alternatives                  51%         60%         68%         73%    54%     6%
             Balanced                      47%         45%         77%         97%    83%    95%
    Fixed
     Income
             Money Market                  60%         33%         72%         97%    96%    93%
             U.S. Fixed Income             64%         90%         58%         81%    81%    77%
             Global Fixed Income           86%         62%         89%         91%    41%    86%
             Stable Value                 100%        100%        100%        100%   100%   100%




    Note: AUM measured in the one-, three-, and five-year peer group rankings
     represents 59%, 59%, and 56% of total Invesco AUM, respectively, and AUM
     measured versus benchmark on a one-, three-, and five-year basis
     represents 72%, 71%, and 67% of total Invesco AUM, respectively, as of
     December 31, 2012. Peer group rankings are sourced from a widely-used third
     party ranking agency in each fund's market (Lipper, Morningstar, IMA,
     Russell, Mercer, eVestment Alliance, SITCA) and asset-weighted in USD.
     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 GIPS
     composite are applied to all products within each GIPS composite. Excludes
     passive products, closed-end funds, private equity limited partnerships,
     non-discretionary direct real estate, unit investment trusts fund of funds
     with component funds managed by Invesco, stable value building block funds
     and CLOs. 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.


SOURCE Invesco Ltd.