IVZ.10Q.1Q,2014
Table of ContentsDRAFT 4/29/14 6:02 PM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-13908
Invesco Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
(State or Other Jurisdiction of Incorporation or Organization)
 
98-0557567
(I.R.S. Employer Identification No.)
 
 
 
1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA
(Address of Principal Executive Offices)
 
30309
(Zip Code)

(404) 892-0896
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ
As of March 31, 2014, the most recent practicable date, the number of Common Shares outstanding was 432,678,422.

Table of ContentsDRAFT 4/29/14 6:02 PM

TABLE OF CONTENTS
We include cross references to captions elsewhere in this Quarterly Report on Form 10-Q, which we refer to as this “Report,” where you can find related additional information. The following table of contents tells you where to find these captions.
 
 
 
Page
TABLE OF CONTENTS
 
 
 
 
 
EX-31.1
 
EX-31.2
 
EX-32.1
 
EX-32.2
 
EX-101 INSTANCE DOCUMENT
 
EX-101 SCHEMA DOCUMENT
 
EX-101 CALCULATION LINKBASE DOCUMENT
 
EX-101 LABELS LINKBASE DOCUMENT
 
EX-101 PRESENTATION LINKBASE DOCUMENT
 
EX-101 DEFINITION LINKBASE DOCUMENT
 


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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Invesco Ltd.
Condensed Consolidated Balance Sheets
(Unaudited)

 
As of
$ in millions, except per share data
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
Cash and cash equivalents
978.7

 
1,331.2

Unsettled fund receivables
1,510.6

 
932.4

Accounts receivable
530.7

 
500.8

Investments
868.7

 
839.7

Assets of consolidated sponsored investment products (CSIP)
275.8

 
108.5

Assets of consolidated investment products (CIP):
 
 
 
Cash and cash equivalents of CIP
780.0

 
583.6

Accounts receivable and other assets of CIP
183.7

 
58.3

Investments of CIP
5,173.7

 
4,734.7

Assets held for policyholders
1,342.0

 
1,416.0

Prepaid assets
101.5

 
101.4

Other assets
187.4

 
182.1

Property and equipment, net
342.4

 
350.8

Intangible assets, net
1,260.6

 
1,263.7

Goodwill
6,810.5

 
6,867.3

Total assets
20,346.3

 
19,270.5

LIABILITIES
 
 
 
Accrued compensation and benefits
391.3

 
676.4

Accounts payable and accrued expenses
734.0

 
763.1

Liabilities of CIP:
 
 
 
Debt of CIP
4,762.7

 
4,181.7

Other liabilities of CIP
621.8

 
461.8

Policyholder payables
1,342.0

 
1,416.0

Unsettled fund payables
1,508.4

 
882.0

Long-term debt
1,588.7

 
1,588.6

Deferred tax liabilities, net
390.0

 
323.6

Total liabilities
11,338.9

 
10,293.2

Commitments and contingencies (See Note 11)


 


TEMPORARY EQUITY
 
 
 
Redeemable noncontrolling interests in CSIP
101.9

 
—

PERMANENT EQUITY
 
 
 
Equity attributable to common shareholders:
 
 
 
Common shares ($0.20 par value; 1,050.0 million authorized; 490.4 million shares issued as of March 31, 2014 and December 31, 2013)
98.1

 
98.1

Additional paid-in-capital
6,044.3

 
6,100.8

Treasury shares
(1,768.3
)
 
(1,700.4
)
Retained earnings
3,451.7

 
3,361.9

Retained earnings appropriated for investors in CIP
74.0

 
104.3

Accumulated other comprehensive income, net of tax
379.9

 
427.9

Total equity attributable to common shareholders
8,279.7

 
8,392.6

Equity attributable to nonredeemable noncontrolling interests in consolidated entities
625.8

 
584.7

Total permanent equity
8,905.5

 
8,977.3

Total liabilities, temporary and permanent equity
20,346.3

 
19,270.5

See accompanying notes.

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Invesco Ltd.
Condensed Consolidated Statements of Income
(Unaudited)

 
Three months ended March 31,
$ in millions, except per share data
2014
 
2013
Operating revenues:
 
 
 
Investment management fees
965.4

 
844.6

Service and distribution fees
238.6

 
206.3

Performance fees
31.1

 
36.1

Other
34.4

 
25.2

Total operating revenues
1,269.5

 
1,112.2

Operating expenses:
 
 
 
Employee compensation
362.1

 
341.5

Third-party distribution, service and advisory
405.4

 
346.1

Marketing
23.4

 
22.2

Property, office and technology
112.7

 
66.5

General and administrative
121.6

 
67.5

Transaction and integration
—

 
1.4

Total operating expenses
1,025.2

 
845.2

Operating income
244.3

 
267.0

Other income/(expense):
 
 
 
Equity in earnings of unconsolidated affiliates
10.0

 
8.1

Interest and dividend income
2.9

 
2.2

Interest expense
(18.7
)
 
(9.7
)
Other gains and losses, net
6.6

 
17.7

Other income/(loss) of CSIP, net
8.2

 
—

CIP:
 
 
 
Interest and dividend income of CIP
48.3

 
50.3

Interest expense of CIP
(30.3
)
 
(32.7
)
Other gains/(losses) of CIP, net
26.5

 
(21.1
)
Income from continuing operations before income taxes
297.8

 
281.8

Income tax provision
(89.0
)
 
(86.3
)
Income from continuing operations, net of taxes
208.8

 
195.5

Income/(loss) from discontinued operations, net of taxes
(2.0
)
 
4.1

Net income
206.8

 
199.6

Net (income)/loss attributable to noncontrolling interests in consolidated entities
(19.0
)
 
22.6

Net income attributable to common shareholders
187.8

 
222.2

Earnings per share:
 
 
 
Basic:
 
 
 
Earnings per share from continuing operations

$0.43

 

$0.49

Earnings per share from discontinued operations

$—

 

$0.01

Basic earnings per share

$0.43

 

$0.50

Diluted:
 
 
 
Earnings per share from continuing operations

$0.43

 

$0.49

Earnings per share from discontinued operations

$—

 

$0.01

Diluted earnings per share

$0.43

 

$0.49

Dividends declared per share

$0.2250

 

$0.1725


See accompanying notes.


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Invesco Ltd.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three months ended March 31,
$ in millions
2014
 
2013
Net income
206.8

 
199.6

Other comprehensive income/(loss), before tax:
 
 
 
Currency translation differences on investments in foreign subsidiaries
(53.2
)
 
(209.6
)
Actuarial (loss)/gain related to employee benefit plans
(0.4
)
 
6.5

Reclassification of amortization of prior service cost/(credit) into employee compensation expense
(0.5
)
 
(0.5
)
Reclassification of amortization of actuarial (gain)/loss into employee compensation expense
0.6

 
0.7

Share of other comprehensive income/(loss) of equity method investments
4.0

 
(0.3
)
Unrealized (losses)/gains on available-for-sale investments
4.2

 
4.3

Reclassification of net (gains)/losses realized on available-for-sale investments included in other gains and losses, net
(2.7
)
 
(1.4
)
Other comprehensive income/(loss), before tax
(48.0
)
 
(200.3
)
Income tax related to items of other comprehensive income/(loss):
 
 
 
Tax benefit/(expense) on foreign currency translation adjustments
—

 
(0.8
)
Tax on actuarial (loss)/gain related to employee benefit plans
0.1

 
(1.4
)
Reclassification of tax on amortization of prior service cost/(credit) into income tax provision
0.1

 
0.1

Reclassification of tax on amortization of actuarial (gain)/loss into income tax provision
(0.1
)
 
(0.2
)
Tax on net unrealized (losses)/gains on available-for-sale investments
0.2

 
0.2

Reclassification of tax on net (gains)/losses realized on available-for-sale investments included in income tax provision
(0.7
)
 
(0.3
)
Total income tax benefit/(expense) related to items of other comprehensive income
(0.4
)
 
(2.4
)
Other comprehensive income/(loss), net of tax
(48.4
)
 
(202.7
)
Total comprehensive income/(loss)
158.4

 
(3.1
)
Comprehensive loss/(income) attributable to noncontrolling interests in consolidated entities
(18.6
)
 
29.3

Comprehensive income attributable to common shareholders
139.8

 
26.2

See accompanying notes.



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Invesco Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Three months ended March 31,
$ in millions
2014
 
2013
Operating activities:
 
 
 
Net income
206.8

 
199.6

Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
 
 


Amortization and depreciation
23.4

 
22.3

Share-based compensation expense
36.5

 
33.5

(Gain)/loss on disposal of business, property and equipment, net
—

 
0.4

Other (gains)/losses, net
(6.6
)
 
(17.7
)
Other (gains)/losses of CSIP, net
(6.5
)
 
—

Other (gains)/losses of CIP, net
(26.5
)
 
21.1

Equity in earnings of unconsolidated affiliates
(10.0
)
 
(8.1
)
Dividends from unconsolidated affiliates
0.8

 
1.0

Changes in operating assets and liabilities:
 
 
 
(Increase)/decrease in cash held by CIP
(196.4
)
 
(470.2
)
(Increase)/decrease in cash held by CSIP
0.3

 
—

(Purchase)/sale of trading investments, net
7.8

 
(13.7
)
(Increase)/decrease in receivables
(520.9
)
 
(606.6
)
Increase/(decrease) in payables
272.1

 
353.8

Net cash provided by/(used in) operating activities
(219.2
)
 
(484.6
)
Investing activities:
 
 
 
Purchase of property and equipment
(21.4
)
 
(18.1
)
Purchase of available-for-sale investments
(1.8
)
 
(0.1
)
Sale of available-for-sale investments
10.3

 
23.0

Purchase of investments by CIP
(1,325.1
)
 
(965.2
)
Sale of investments by CIP
970.1

 
1,205.6

Purchase of investments by CSIP
(246.9
)
 
—

Sale of investments by CSIP
95.3

 
—

Purchase of other investments
(44.1
)
 
(127.9
)
Sale of other investments
15.3

 
25.3

Returns of capital and distributions from unconsolidated partnership investments
3.8

 
3.8

Net cash provided by/(used in) investing activities
(544.5
)
 
146.4

Financing activities:
 
 
 
Proceeds from exercises of share options
1.5

 
5.2

Purchases of treasury shares
(119.6
)
 
(45.0
)
Dividends paid
(98.0
)
 
(77.2
)
Excess tax benefits from share-based compensation
13.9

 
11.7

Overdraft on unsettled fund account
(35.7
)
 
—

Capital invested into CIP
40.1

 
3.5

Capital distributed by CIP
(48.6
)
 
(60.9
)
Capital invested into CSIP
100.8

 
—

Borrowings of debt by CIP
715.0

 
405.0

Repayments of debt by CIP
(161.1
)
 
(152.0
)
Net borrowings/(repayments) under credit facility
—

 
328.5

Net cash provided by/(used in) financing activities
408.3

 
418.8

Increase/(decrease) in cash and cash equivalents
(355.4
)
 
80.6

Foreign exchange movement on cash and cash equivalents
2.9

 
(31.4
)
Cash and cash equivalents, beginning of period
1,331.2

 
835.5

Cash and cash equivalents, end of period
978.7

 
884.7

Supplemental Cash Flow Information:
 
 
 
Interest paid
(1.4
)
 
(2.6
)
Interest received
1.6

 
1.3

Taxes paid
(90.2
)
 
(41.3
)
See accompanying notes.

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Invesco Ltd.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
 
Equity Attributable to Common Shareholders
 
 
 
 
 
 
$ in millions
Common Shares
 
Additional Paid-in-Capital
 
Treasury Shares
 
Retained Earnings
 
Retained Earnings Appropriated for Investors in CIP
 
Accumulated Other Comprehensive Income
 
Total Equity Attributable to Common Shareholders
 
Nonredeemable Noncontrolling Interests in Consolidated Entities
 
Total Permanent Equity
 
Redeemable Noncontrolling Interests in CSIP/Temporary Equity
January 1, 2014
98.1

 
6,100.8

 
(1,700.4
)
 
3,361.9

 
104.3

 
427.9

 
8,392.6

 
584.7

 
8,977.3

 
—

Net income
—

 
—

 
—

 
187.8

 
—

 
—

 
187.8

 
17.1

 
204.9

 
1.9

Other comprehensive income/(loss)
—

 
—

 
—

 
—

 
—

 
(48.0
)
 
(48.0
)
 
(0.4
)
 
(48.4
)
 
—

Net income/(loss) reclassified to appropriated retained earnings
—

 
—

 
—

 
—

 
(30.3
)
 
—

 
(30.3
)
 
30.3

 
—

 
—

Change in noncontrolling interests in consolidated entities, net
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5.9
)
 
(5.9
)
 
100.0

Dividends
—

 
—

 
—

 
(98.0
)
 
—

 
—

 
(98.0
)
 
—

 
(98.0
)
 
—

Employee share plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation
—

 
36.5

 
—

 
—

 
—

 
—

 
36.5

 
—

 
36.5

 
—

Vested shares
—

 
(105.8
)
 
105.8

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Exercise of options
—

 
(1.1
)
 
2.6

 
—

 
—

 
—

 
1.5

 
—

 
1.5

 
—

Tax impact of share-based payment
—

 
13.9

 
—

 
—

 
—

 
—

 
13.9

 
—

 
13.9

 
—

Purchase of shares
—

 
—

 
(176.3
)
 
—

 
—

 
—

 
(176.3
)
 
—

 
(176.3
)
 
—

March 31, 2014
98.1

 
6,044.3

 
(1,768.3
)
 
3,451.7

 
74.0

 
379.9

 
8,279.7

 
625.8

 
8,905.5

 
101.9


See accompanying notes.

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Invesco Ltd.
Consolidated Statements of Changes in Equity (continued)
(Unaudited)
 
Equity Attributable to Common Shareholders
 
 
 
 
$ in millions
Common Shares
 
Additional Paid-in-Capital
 
Treasury Shares
 
Retained Earnings
 
Retained Earnings Appropriated for Investors in CIP
 
Accumulated Other Comprehensive Income
 
Total Equity Attributable to Common Shareholders
 
Nonredeemable Noncontrolling Interests in Consolidated Entities
 
Total Permanent Equity
January 1, 2013
98.1

 
6,141.0

 
(1,382.9
)
 
2,801.3

 
128.8

 
530.5

 
8,316.8

 
732.2

 
9,049.0

Net income
—

 
—

 
—

 
222.2

 
—

 
—

 
222.2

 
(22.6
)
 
199.6

Other comprehensive income/(loss)
—

 
—

 
—

 
—

 
—

 
(196.0
)
 
(196.0
)
 
(6.7
)
 
(202.7
)
Net income/(loss) reclassified to appropriated retained earnings
—

 
—

 
—

 
—

 
(21.4
)
 
—

 
(21.4
)
 
21.4

 
—

Currency translation differences on investments in foreign subsidiaries reclassified to appropriated retained earnings
—

 
—

 
—

 
—

 
0.3

 
—

 
0.3

 
(0.3
)
 
—

Deconsolidation of CIP
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(27.7
)
 
(27.7
)
Change in noncontrolling interests in consolidated entities, net
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(53.3
)
 
(53.3
)
Dividends
—

 
—

 
—

 
(77.2
)
 
—

 
—

 
(77.2
)
 
—

 
(77.2
)
Employee share plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation
—

 
33.5

 
—

 
—

 
—

 
—

 
33.5

 
—

 
33.5

Vested shares
—

 
(155.4
)
 
155.4

 
—

 
—

 
—

 
—

 
—

 
—

Exercise of options
—

 
(6.5
)
 
11.7

 
—

 
—

 
—

 
5.2

 
—

 
5.2

Tax impact of share-based payment
—

 
11.7

 
—

 
—

 
—

 
—

 
11.7

 
—

 
11.7

Purchase of shares
—

 
—

 
(98.9
)
 
—

 
—

 
—

 
(98.9
)
 
—

 
(98.9
)
March 31, 2013
98.1

 
6,024.3

 
(1,314.7
)
 
2,946.3

 
107.7

 
334.5

 
8,196.2

 
643.0

 
8,839.2


See accompanying notes.


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Invesco Ltd.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1.  ACCOUNTING POLICIES
Corporate Information
Invesco Ltd. (Parent) and all of its consolidated entities (collectively, the company or Invesco) provide retail and institutional clients with an array of global investment management capabilities. The company operates globally and its sole business is investment management.
Certain disclosures included in the company's annual report are not required to be included on an interim basis in the company's quarterly reports on Forms 10-Q. The company has condensed or omitted the disclosures. Therefore, this Form 10-Q (Report) should be read in conjunction with the company's annual report on Form 10-K for the year ended December 31, 2013.
Basis of Accounting and Consolidation
In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation.
The company provides investment management services to, and has transactions with, various private equity funds, real estate funds, fund-of-funds, collateralized loan obligations (CLOs), and other investment products sponsored by the company in the normal course of business for the investment of client assets. The company serves as the investment manager, making day-to-day investment decisions concerning the assets of these products. Certain of these entities, typically CLOs and funds that are structured as partnership entities (such as private equity funds, real estate funds, and fund-of-funds), are considered to be variable interest entities (VIEs) if the VIE criteria are met, otherwise, they are considered to be voting interest entities (VOEs). A VIE, in the context of the company and its managed funds, is a fund that does not have sufficient equity to finance its operations without additional subordinated financial support, or a fund for which the risks and rewards of ownership are not directly linked to voting interests.
The Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and consolidate the financial statements of the Parent and all of its controlled subsidiaries. Additionally, the Condensed Consolidated Financial Statements include the consolidation of certain managed funds that meet the definition of a VIE if the company has been deemed to be the primary beneficiary of those funds, any non-VIE general partnership investments where the company is deemed to have control, and other managed investment products in which the company has a controlling financial interest. Control is deemed to be present when the Parent holds a majority voting interest or otherwise has the power to govern the financial and operating policies of the subsidiary managed fund so as to obtain the majority of the benefits from its activities. The company is generally considered to have a controlling financial interest in a managed fund when it owns a majority of the fund's outstanding shares, which may arise as a result of a seed money investment in a newly launched investment product from the time of initial launch to the time that the fund becomes majority-held by third-party investors.
Investment products that are consolidated are referred to in this Report as Consolidated Sponsored Investment Products (CSIP), which generally includes consolidated majority-held sponsored investment products, or Consolidated Investment Products (CIP), which includes consolidated nominally-held investment products. The distinction is important, as it differentiates the company's economic risk associated with each type of consolidated managed fund. The company's economic risk with respect to each investment in a CSIP and a CIP is limited to its equity ownership and any uncollected management fees. Gains and losses arising from nominally-held CIP do not have a significant impact on the company's results of operations, liquidity, or capital resources. Gains and losses arising from majority-held CSIP could have a significant impact on the company's results of operations, as the company has greater economic risk associated with its investment. See Note 12, "Consolidated Sponsored Investment Products," and Note 13, "Consolidated Investment Products," for additional information regarding the impact of consolidation of investment products.
Noncontrolling interests in consolidated entities and retained earnings appropriated for investors in CIP represent the interests in certain entities consolidated by the company either because the company has control over the entity or has determined that it is the primary beneficiary, but of which the company does not own all of the entity's equity. To the extent that noncontrolling interests represent equity which is redeemable or convertible for cash or other assets at the option of the equity holder, as is the case with the CSIP noncontrolling interests, these are deemed to represent temporary equity, and are classified as equity attributable to redeemable noncontrolling interests in CSIPs in the Condensed Consolidated Balance Sheets. Nonredeemable noncontrolling interests are classified as a component of permanent equity.

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Use of Estimates
In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect reported revenues, expenses, assets, liabilities, and disclosure of contingent liabilities. The primary estimates and assumptions made relate to goodwill and intangible impairment, certain investments which are carried at fair value, and taxes. Additionally, estimation is involved when determining investment and debt valuation for certain CIP; however, changes in the fair values of these amounts are largely offset by noncontrolling interests. Use of available information and application of judgment are inherent in the formation of estimates. Actual results in the future could differ from such estimates and the differences may be material to the Condensed Consolidated Financial Statements.
Reclassifications
As discussed in Note 15, "Discontinued Operations," the results of Atlantic Trust Private Wealth Management (Atlantic Trust) have been presented as a discontinued operation in the Condensed Consolidated Statements of Income for all periods presented. As a result of this change, certain previously reported amounts in the Condensed Consolidated Financial Statements and notes have been reclassified to conform to the current period presentation.
Accounting Pronouncements Recently Adopted and Pending Accounting Pronouncements
In February 2013, the FASB issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (ASU 2013-02). ASU 2013-02 amends Topic 220 to require an entity to present current period reclassifications out of accumulated other comprehensive income and other amounts of current-period other comprehensive income, separately, for each component of other comprehensive income. ASU 2013-02 also requires an entity to provide information about the effects on net income of significant amounts reclassified out of each component of accumulated other comprehensive income, if those amounts are required under other Topics to be reclassified to net income in their entirety in the same reporting period. The amendments to Topic 220 made by ASU 2013-02 are effective for interim and annual periods beginning on or after December 15, 2012 and are reflected in these Condensed Consolidated Financial Statements.

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2. FAIR VALUE OF ASSETS AND LIABILITIES
The carrying value and fair value of financial instruments are presented in the below summary table. The fair value of financial instruments held by CSIP and CIP is presented in Note 12, "Consolidated Sponsored Investment Products" and Note 13, "Consolidated Investment Products, respectively.
 
 
 
March 31, 2014
 
December 31, 2013
$ in millions
Footnote Reference
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Cash and cash equivalents
 
 
978.7

 
978.7

 
1,331.2

 
1,331.2

Available-for-sale investments
3
 
240.0

 
240.0

 
244.1

 
244.1

Trading investments
3
 
249.0

 
249.0

 
253.0

 
253.0

Foreign time deposits *
3
 
27.7

 
27.7

 
28.8

 
28.8

Assets held for policyholders
 
 
1,342.0

 
1,342.0

 
1,416.0

 
1,416.0

Policyholder payables *
 
 
(1,342.0
)
 
(1,342.0
)
 
(1,416.0
)
 
(1,416.0
)
UIT-related financial instruments sold, not yet purchased
 
 
(2.2
)
 
(2.2
)
 
(1.7
)
 
(1.7
)
Note payable
 
 
(0.3
)
 
(0.3
)
 
(0.3
)
 
(0.3
)
Long-term debt *
4
 
(1,588.7
)
 
(1,612.0
)
 
(1,588.6
)
 
(1,544.7
)
____________
*
These financial instruments are not measured at fair value on a recurring basis. See the indicated footnotes or most recently filed Form 10-K for additional information about the carrying and fair values of these financial instruments. Foreign time deposits are measured at cost plus accrued interest, which approximates fair value, and are accordingly classified as Level 2 securities.
A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
An asset or liability's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
There are three types of valuation approaches: a market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities; an income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount; and a cost approach, which is based on the amount that currently would be required to replace the service capacity of an asset.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.
Cash equivalents
Cash investments in money market funds are valued under the market approach through the use of quoted market prices in an active market, which is the net asset value of the underlying funds, and are classified within level 1 of the valuation hierarchy.

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Available-for-sale investments
Seed money is valued under the market approach through the use of quoted market prices available in an active market and is classified within level 1 of the valuation hierarchy; there is no modeling or additional information needed to arrive at the fair values of these investments. CLO assets are valued based on price quotations provided by an independent third-party pricing source or using an income approach through the use of certain observable and unobservable inputs. At March 31, 2014 and December 31, 2013, investments in CLOs were valued using third-party pricing information. Due to liquidity constraints within the market for CLO products that require the use of unobservable inputs, these investments are classified within level 3 of the valuation hierarchy. Other debt securities are valued using a cost valuation technique due to the lack of available cash flow and market data and are accordingly also classified within level 3 of the valuation hierarchy.
Trading investments
•Investments related to deferred compensation plans
Investments related to deferred compensation plans are valued under the market approach through the use of quoted prices in an active market and are classified within level 1 of the valuation hierarchy.
•UIT-related equity and debt securities
The company invests in UIT-related equity and debt securities consisting of investments in corporate stock, UITs, and U.S. state and political subdivision securities. Each is discussed more fully below.
Corporate equities
The company temporarily holds investments in corporate equities for purposes of creating a UIT. Corporate equities are valued under the market approach through use of quoted prices on an exchange. To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized within level 1 of the valuation hierarchy; otherwise, they are categorized in level 2.
UITs
The company may hold units of its sponsored UITs at period-end for sale in the primary market or secondary market. Equity UITs are valued under the market approach through use of quoted prices on an exchange. Fixed income UITs are valued using recently executed transaction prices, market price quotations (where observable), bond spreads, or credit default swap spreads. The spread data used is for the same maturities as the underlying bonds. If the spread data does not reference the issuers, then data that references comparable issuers is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond or single name credit default spreads, and recovery rates based on collateral value as key inputs. Depending on the nature of the inputs, these investments are categorized as level 1, 2, or 3.
Municipal securities
Municipal securities are valued using recently executed transaction prices, market price quotations (where observable), bond spreads, or credit default swap spreads. The spread data used is for the same maturities as the underlying bonds. If the spread data does not reference the issuers, then data that references comparable issuers is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond or single name credit default spreads, and recovery rates based on collateral value as key inputs. Depending on the nature of the inputs, these investments are categorized as level 1, 2, or 3.
Put option contracts
The company has purchased several put option contracts to hedge economically foreign currency risk on the translation of a portion of its pound sterling-denominated earnings into U.S. dollars (purchases of $1.8 million in the three months ended March 31, 2013). These were the only contracts entered into during the period to hedge economically foreign currency risk and provide coverage through March 25, 2014. The economic hedge is predominantly triggered upon the impact of a significant decline in the pound sterling/U.S. dollar foreign exchange rate, which could arise as a result of European economic uncertainty. Open put option contracts are marked-to-market through earnings, which are recorded in the company's Condensed Consolidated Statements of Income in other gains and losses. These derivative contracts are valued using option valuation models and are included in other assets in the company's Condensed Consolidated Balance Sheets. The significant inputs in these models (volatility, forward points and swap curves) are readily available in public markets or can be derived from observable market transactions for substantially the full terms of the contracts and are classified within level 2 of the valuation hierarchy. The company recognized no gain or loss in the three months ended March 31, 2014 (March 31, 2013: $0.4 million loss) related to the change in market value of these put option contracts.

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Assets held for policyholders
Assets held for policyholders represent investments held by one of the company’s subsidiaries, which is an insurance entity that was established to facilitate retirement savings plans in the U.K. The assets held for policyholders are accounted for at fair value pursuant to ASC Topic 944, “Financial Services — Insurance,” and are comprised primarily of affiliated unitized funds. The assets are measured at fair value under the market approach based on the quoted prices of the underlying funds in an active market and are classified within level 1 of the valuation hierarchy. The policyholder payables are indexed to the value of the assets held for policyholders and are therefore not included in the tables below.
UIT-related financial instruments sold, not yet purchased, and derivative instruments
The company uses U.S. Treasury futures, which are types of derivative financial instruments, to hedge economically fixed income UIT inventory and securities in order to mitigate market risk. Open futures contracts are marked-to-market daily through earnings, which are recorded in the company’s Condensed Consolidated Statements of Income in other revenue, along with the mark-to-market on the underlying trading securities held. Fair values of derivative contracts in an asset position are included in other assets in the company’s Condensed Consolidated Balance Sheets. Fair values of derivative contracts in a liability position are included in other liabilities in the company’s Condensed Consolidated Balance Sheets. These derivative contracts are valued under the market approach through use of quoted prices in an active market and are classified within level 1 of the valuation hierarchy. At March 31, 2014 there were 2 futures contracts with a notional value of $0.3 million (March 31, 2013: 10 open futures contracts with a notional value of $1.4 million). Additionally, to hedge economically the market risk associated with equity and debt securities and UITs temporarily held as trading investments, the company will hold short corporate equities, exchange-traded funds, or U.S. treasury security positions. These transactions are recorded as financial instruments sold, not yet purchased and are included in accounts payable and accrued expenses in the company’s Condensed Consolidated Balance Sheets. To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized within level 1 of the valuation hierarchy; otherwise, they are categorized in level 2.

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The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including major security type for equity and debt securities, which are measured at fair value on the company's Condensed Consolidated Balance Sheet as of March 31, 2014:
 
As of March 31, 2014
$ in millions
Fair Value Measurements
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
226.2

 
226.2

 
—

 
—

Investments:*
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
Seed money
229.4

 
229.4

 
—

 
—

CLOs
4.3

 
—

 
—

 
4.3

Other debt securities
6.3

 
—

 
—

 
6.3

Trading investments:
 
 
 
 
 
 
 
Investments related to deferred compensation plans
238.3

 
238.3

 
—

 
—

UIT-related equity and debt securities:
 
 
 
 
 
 
 
Corporate equities
2.0

 
2.0

 
—

 
—

UITs
6.9

 
6.9

 
—

 
—

Municipal securities
1.8

 
—

 
1.8

 
—

Assets held for policyholders
1,342.0

 
1,342.0

 
—

 
—

Total
2,057.2

 
2,044.8

 
1.8

 
10.6

Liabilities:
 
 
 
 
 
 
 
UIT-related financial instruments sold, not yet purchased:
 
 
 
 
 
 
 
Corporate equities
(1.9
)
 
(1.9
)
 
—

 
—

U.S. treasury securities
(0.3
)
 
(0.3
)
 
—

 
—

Note payable
(0.3
)
 
—

 
—

 
(0.3
)
Total
(2.5
)
 
(2.2
)
 
—

 
(0.3
)
____________
*
Foreign time deposits of $27.7 million are excluded from this table. Equity and other investments of $341.3 million and $10.7 million, respectively, are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

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The following table presents, for each of the hierarchy levels described above, the carrying value of the company's assets and liabilities, including major security type for equity and debt securities, which are measured at fair value on the company's Condensed Consolidated Balance Sheet as of December 31, 2013:
 
As of December 31, 2013
$ in millions
Fair Value Measurements
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
447.8

 
447.8

 
—

 
—

Investments:*
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
Seed money
233.8

 
233.8

 
—

 
—

CLOs
4.0

 
—

 
—

 
4.0

Other debt securities
6.3

 
—

 
—

 
6.3

Trading investments:
 
 
 
 
 
 
 
Investments related to deferred compensation plans
249.7

 
249.7

 
—

 
—

UIT-related equity and debt securities:
 
 
 
 
 
 
 
Corporate equities
2.1

 
2.1

 
—

 
—

UITs
1.2

 
1.2

 
—

 
—

Assets held for policyholders
1,416.0

 
1,416.0

 
—

 
—

Total
2,360.9

 
2,350.6

 
—

 
10.3

Liabilities:
 
 
 
 
 
 
 
UIT-related financial instruments sold, not yet purchased:
 
 
 
 
 
 
 
Corporate equities
(1.7
)
 
(1.7
)
 
—

 
—

Note payable
(0.3
)
 
—

 
—

 
(0.3
)
Total
(2.0
)
 
(1.7
)
 
—

 
(0.3
)
____________
*
Foreign time deposits of $28.8 million are excluded from this table. Equity and other investments of $308.2 million and $5.6 million, respectively, are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

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The following table shows a reconciliation of the beginning and ending fair value measurements for level 3 assets and liabilities during the three months ended March 31, 2014 and March 31, 2013, which are valued using significant unobservable inputs:
 
Three months ended March 31, 2014
 
Three months ended March 31, 2013
$ in millions
CLOs
 
Other Debt Securities
 
Note Payable
 
CLOs
 
Other Debt Securities
 
Note Payable
Beginning balance
4.0

 
6.3

 
(0.3
)
 
2.4

 
6.3

 
(3.4
)
Purchases
—

 
—

 
—

 
—

 
—

 
—

Returns of capital
(0.2
)
 
—

 
—

 
—

 
—

 
0.7

Net unrealized gains and losses included in other gains and losses*
—

 
—

 
—

 
—

 
—

 
0.1

Net unrealized gains and losses included in accumulated other comprehensive income/(loss)*
0.5

 
—

 
—

 
—

 
—

 
—

Foreign exchange gains/(losses)
—

 
—

 
—

 
—

 
—

 
0.2

Ending balance
4.3

 
6.3

 
(0.3
)
 
2.4

 
6.3

 
(2.4
)
_______________
*
These unrealized gains and losses are attributable to balances still held at the respective period ends.
3.  INVESTMENTS
The disclosures below include details of the company's investments. Investments held by CSIP are detailed in Note 12, "Consolidated Sponsored Investment Products." Investments held by CIP are detailed in Note 13, "Consolidated Investment Products."
$ in millions
March 31, 2014
 
December 31, 2013
Available-for-sale investments:
 
 
 
Seed money
229.4

 
233.8

CLOs
4.3

 
4.0

Other debt securities
6.3

 
6.3

Trading investments:
 
 
 
Investments related to deferred compensation plans
238.3

 
249.7

UIT-related equity and debt securities
10.7

 
3.3

Equity method investments
341.3

 
308.2

Foreign time deposits
27.7

 
28.8

Other
10.7

 
5.6

Total investments
868.7

 
839.7

Available for sale investments
Realized gains and losses recognized in the Condensed Consolidated Statements of Income during the period from investments classified as available-for-sale are as follows:
 
For the three months ended March 31, 2014
 
For the three months ended March 31, 2013
$ in millions
Proceeds from Sales
 
Gross Realized Gains
 
Gross Realized Losses
 
Proceeds from Sales
 
Gross Realized Gains
 
Gross Realized Losses
Seed money
10.1

 
2.8

 
(0.1
)
 
22.9

 
1.7

 
(0.3
)
CLOs
0.2

 
—

 
—

 
0.1

 
—

 
—

Upon the sale of available-for-sale securities, net realized gains of $2.7 million and $1.4 million were transferred from accumulated other comprehensive income into the Condensed Consolidated Statements of Income during the three months ended March 31, 2014 and 2013, respectively. The specific identification method is used to determine the realized gain or loss on securities sold or otherwise disposed.

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Gross unrealized holding gains and losses recognized in other accumulated comprehensive income from available-for-sale investments are presented in the table below:
 
March 31, 2014
 
December 31, 2013
$ in millions
Cost
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Fair Value
 
Cost
 
Gross Unrealized Holding Gains
 
Gross Unrealized Holding Losses
 
Fair Value
Seed money
210.3

 
19.8

 
(0.7
)
 
229.4

 
215.7

 
19.0

 
(0.9
)
 
233.8

CLOs
3.6

 
0.7

 
—

 
4.3

 
3.8

 
0.2

 
—

 
4.0

Other debt securities
6.3

 
—

 
—

 
6.3

 
6.3

 
—

 
—

 
6.3

 
220.2

 
20.5

 
(0.7
)
 
240.0

 
225.8

 
19.2

 
(0.9
)
 
244.1

At March 31, 2014, 134 seed money funds (December 31, 2013: 149 seed money funds) included gross unrealized holding losses. The following table provides a breakdown of the unrealized losses.
 
March 31, 2014
 
December 31, 2013
$ in millions
Fair Value
 
Gross Unrealized Losses
 
Fair Value
 
Gross Unrealized Losses
Less than 12 months
13.1

 
(0.6
)
 
69.0

 
(0.8
)
12 months or greater
0.3

 
(0.1
)
 
0.2

 
(0.1
)
Total
13.4

 
(0.7
)
 
69.2

 
(0.9
)
The company has reviewed investment securities for other-than-temporary impairment (OTTI) in accordance with its accounting policy and has recognized no other-than-temporary impairment charges on available-for-sale investments during the three months ended March 31, 2014 (three months ended March 31, 2013: none). The company reviewed the financial condition and near-term prospects of the underlying securities in the seeded funds as well as the severity and duration of the impairment and concluded that the gross unrealized losses on these securities did not represent other-than-temporarily impairments. The securities are expected to recover their value over time and the company has the intent and ability to hold the securities until this recovery occurs. During the three months ended March 31, 2014 and 2013, there were no charges to other comprehensive income from other-than-temporary impairment related to non-credit related factors.
At March 31, 2014, $1.7 million available-for-sale debt securities mature in one year through five years, and $8.9 million after five years through ten years.
Trading investments
The portion of trading gains and losses for the three months ended March 31, 2014, that relates to trading securities still held at March 31, 2014, was a $2.8 million net loss (March 31, 2013: $16.5 million net gain).
4.  LONG-TERM DEBT
The disclosures below include details of the company's debt. Debt of CIP is detailed in Note 13, “Consolidated Investment Products.”
 
March 31, 2014
 
December 31, 2013
$ in millions
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Unsecured Senior Notes*:
 
 
 
 
 
 
 
$600 million 3.125% - due November 30, 2022
599.6

 
582.6

 
599.6

 
551.5

$600 million 4.000% - due January 30, 2024
595.8

 
608.1

 
595.8

 
593.2

$400 million 5.375% - due November 30, 2043
393.3

 
421.3

 
393.2

 
400.0

Long-term debt
1,588.7

 
1,612.0

 
1,588.6

 
1,544.7

____________
*
The company's senior note indentures contain certain restrictions on mergers or consolidations. Beyond these items, there are no other restrictive covenants in the indentures.

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The fair market value of the company's senior notes was determined by market quotes provided by Bloomberg, which is considered a Level 2 valuation input. In the absence of an active market, the company relies upon the average price quoted by brokers for determining the fair market value of the debt.
Analysis of Borrowings by Maturity:
$ in millions
March 31, 2014
2022
599.6

2024
595.8

2043
393.3

Long-term debt
1,588.7

The issuer of the senior notes is an indirect 100% owned finance subsidiary of Invesco Ltd. (the Parent), and the Parent fully and unconditionally guaranteed the securities. The requirement of certain subsidiaries of ours to maintain minimum levels of capital and other similar provisions of applicable law may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities.
At March 31, 2014, the outstanding balance on the $1.25 billion capacity credit facility was zero (December 31, 2013: zero). The credit facility has a maturity of December 17, 2018. Borrowings under the credit facility will bear interest at (i) LIBOR for specified interest periods or (ii) a floating base rate (based upon the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50% and (c) LIBOR for an interest period of one month plus 1.00%), plus, in either case, an applicable margin determined with reference to the higher of the available credit ratings of the company or its indirect subsidiary Invesco Finance PLC. Based on credit ratings as of March 31, 2014 of the company, the applicable margin for LIBOR-based loans was 1.10% and for base rate loans was 0.10%. In addition, the company is required to pay the lenders a facility fee on the aggregate commitments of the lenders (whether or not used) at a rate per annum which is based on the higher of the available credit ratings of the company or its indirect subsidiary Invesco Finance PLC. Based on credit ratings as of March 31, 2014, the annual facility fee was equal to 0.15%.
The credit agreement governing the credit facility contains customary restrictive covenants on the company and its subsidiaries. Restrictive covenants in the credit agreement include, but are not limited to: prohibitions on creating, incurring or assuming any liens; entering into merger arrangements; selling, leasing, transferring or otherwise disposing of assets; making a material change in the nature of the business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries. Many of these restrictions are subject to certain minimum thresholds and exceptions. Financial covenants under the credit agreement include: (i) the quarterly maintenance of a debt/EBITDA leverage ratio, as defined in the credit agreement, of not greater than 3.25:1.00, (ii) a coverage ratio (EBITDA, as defined in the credit agreement/interest payable for the four consecutive fiscal quarters ended before the date of determination) of not less than 4.00:1.00.
The credit agreement governing the credit facility also contains customary provisions regarding events of default which could result in an acceleration or increase in amounts due, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control, certain judgments, ERISA matters, cross-default to other debt agreements, governmental action prohibiting or restricting the company or its subsidiaries in a manner that has a material adverse effect and failure of certain guaranty obligations. The company is in compliance with all regulatory minimum net capital requirements.
The lenders (and their respective affiliates) may have provided, and may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, leasing, foreign exchange, trust or other advisory services to the company and its subsidiaries and affiliates. These parties may have received, and may in the future receive, customary compensation for these services.
The company maintains approximately $27.8 million in letters of credit from a variety of banks. The letters of credit are generally one-year automatically-renewable facilities and are maintained for various commercial reasons. Approximately $8.5 million of the letters of credit support office lease obligations.

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5.  SHARE CAPITAL
The number of common shares and common share equivalents issued are represented in the table below:
In millions
Three months ended March 31, 2014
 
Three months ended March 31, 2013
Common shares issued
490.4

 
490.4

Less: Treasury shares for which dividend and voting rights do not apply
(57.7
)
 
(45.8
)
Common shares outstanding
432.7

 
444.6

During the three months ended March 31, 2014, the company repurchased 3.6 million shares (three months ended March 31, 2013: 1.6 million shares) in the market at a cost of $119.6 million (three months ended March 31, 2013: $45.0 million cost). Separately, an aggregate of 1.7 million shares were withheld on vesting events during the three months ended March 31, 2014 to meet employees' withholding tax obligations (March 31, 2013: 2.1 million). The fair value of these shares withheld at the respective withholding dates was $56.7 million (March 31, 2013: $53.9 million). Approximately $1,376.8 million remained authorized under the company's share repurchase plan at March 31, 2014 (March 31, 2013: $422.0 million).
Total treasury shares at March 31, 2014 were 67.1 million (March 31, 2013: 56.4 million), including 9.4 million unvested restricted stock awards (March 31, 2013: 10.6 million) for which dividend and voting rights apply. The market price of common shares at March 31, 2014 was $37.00. The total market value of the company's 67.1 million treasury shares was $2.5 billion at March 31, 2014.

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6.  OTHER COMPREHENSIVE INCOME/(LOSS)
The components of accumulated other comprehensive income/(loss) were as follows:
 
For the three months ended March 31, 2014
$ in millions
Foreign currency translation
 
Employee benefit plans
 
Equity method investments
 
Available-for-sale investments
 
Total
Other comprehensive income/(loss) before tax:
 
 
 
 
 
 
 
 
 
Currency translation differences on investments in foreign subsidiaries
(53.2
)
 
—

 
—

 
—

 
(53.2
)
Actuarial (loss)/gain related to employee benefit plans
—

 
(0.4
)
 
—

 
—

 
(0.4
)
Reclassification of amortization of prior service cost/(credit) into employee compensation expenses
—

 
(0.5
)
 
—

 
—

 
(0.5
)
Reclassification of amortization of actuarial (gain)/loss into employee compensation expenses
—

 
0.6

 
—

 
—

 
0.6

Share of other comprehensive income/(loss) of equity method investments
—

 
—

 
4.0

 
—

 
4.0

Unrealized(losses)/gains on available-for-sale investments
—

 
—

 
—

 
4.2

 
4.2

Reclassification of net (gains)/losses realized on available-for-sale investments included in other gains and losses, net
—

 
—

 
—

 
(2.7
)
 
(2.7
)
Other comprehensive income/(loss) before tax
(53.2
)
 
(0.3
)
 
4.0

 
1.5

 
(48.0
)
Income tax related to items of other comprehensive income/(loss):
 
 
 
 
 
 
 
 
 
Tax on actuarial (loss)/gain related to employee benefit plans
—

 
0.1

 
—

 
—

 
0.1

Reclassification of tax on amortization of prior service cost/(credit) into income tax provision
—

 
0.1

 
—

 
—

 
0.1

Reclassification of tax on amortization of actuarial (loss)/gain into income tax provision
—

 
(0.1
)
 
—

 
—

 
(0.1
)
Tax on net unrealized gains/(losses) on available-for-sale investments
—

 
—

 
—

 
0.2

 
0.2

Reclassification of tax on net (gains)/losses on available-for-sale investments
—

 
—

 
—

 
(0.7
)
 
(0.7
)
Total income tax benefit(expense) related to items of other comprehensive income
—

 
0.1

 
—

 
(0.5
)
 
(0.4
)
Accumulated other comprehensive income/(loss), net of tax:
 
 
 
 
 
 
 
 
 
Beginning balance
492.5

 
(77.9
)
 
(1.8
)
 
15.1

 
427.9

Other comprehensive income/(loss), net of tax:
(53.2
)
 
(0.2
)
 
4.0

 
1.0

 
(48.4
)
Other comprehensive (income)/loss attributable to noncontrolling interests
0.4

 
—

 
—

 
—

 
0.4

Ending balance
439.7

 
(78.1
)
 
2.2

 
16.1

 
379.9


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For the three months ended March 31, 2013
$ in millions
Foreign currency translation
 
Employee benefit plans
 
Equity method investments
 
Available-for-sale investments
 
Total
Other comprehensive income/(loss) before tax:
 
 
 
 
 
 
 
 
 
Currency translation differences on investments in foreign subsidiaries*
(209.6
)
 
—

 
—

 
—

 
(209.6
)
Actuarial (loss)/gain related to employee benefit plans
—

 
6.5

 
—

 
—

 
6.5

Reclassification of amortization of prior service cost/(credit) into employee compensation expenses
—

 
(0.5
)
 
—

 
—

 
(0.5
)
Reclassification of amortization of actuarial (gain)/loss into employee compensation expenses
—

 
0.7

 
—

 
—

 
0.7

Share of other comprehensive income/(loss) of equity method investments
—

 
—

 
(0.3
)
 
—

 
(0.3
)
Unrealized(losses)/gains on available-for-sale investments
—

 
—

 
—

 
4.3

 
4.3

Reclassification of net (gains)/losses realized on available-for-sale investments included in other gains and losses, net
—

 
—

 
—

 
(1.4
)
 
(1.4
)
Other comprehensive income/(loss) before tax
(209.6
)
 
6.7

 
(0.3
)
 
2.9

 
(200.3
)
Income tax related to items of other comprehensive income/(loss):
 
 
 
 
 
 
 
 
 
Tax benefit/(expenses) on foreign currency translation differences
(0.8
)
 
—

 
—

 
—

 
(0.8
)
Tax on actuarial (loss)/gain related to employee benefit plans
—

 
(1.4
)
 
—

 
—

 
(1.4
)
Reclassification of tax on amortization of prior service cost/(credit) into income tax provision
—

 
0.1

 
—

 
—

 
0.1

Reclassification of tax on amortization of actuarial (loss)/gain into income tax provision
—

 
(0.2
)
 
—

 
—

 
(0.2
)
Tax on net unrealized gains/(losses) on available-for-sale investments
—

 
—

 
—

 
0.2

 
0.2

Reclassification of tax on net (gains)/losses on available-for-sale investments
—

 
—

 
—

 
(0.3
)
 
(0.3
)
Total income tax benefit(expense) related to items of other comprehensive income
(0.8
)
 
(1.5
)
 
—

 
(0.1
)
 
(2.4
)
Accumulated other comprehensive income/(loss), net of tax:
 
 
 
 
 
 
 
 
 
Beginning balance
601.7

 
(79.4
)
 
2.1

 
6.1

 
530.5

Other comprehensive income/(loss), net of tax:
(210.4
)
 
5.2

 
(0.3
)
 
2.8

 
(202.7
)
Other comprehensive (income)/loss attributable to noncontrolling interests
6.7

 
—

 
—

 
—

 
6.7

Ending balance
398.0

 
(74.2
)
 
1.8

 
8.9

 
334.5

__________________
*
Included in this amount are net losses of $6.7 million for the three months ended March 31, 2013 related to foreign currency translation adjustments attributable to CIP. Of this amount, gross gains of $0.3 million are reclassified from accumulated other comprehensive income into retained earnings appropriated for investors in CIP.


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7.  SHARE-BASED COMPENSATION
The company recognized total expenses of $36.5 million and $33.5 million related to equity-settled share-based payment transactions in the three months ended March 31, 2014 and March 31, 2013, respectively.
Cash received from exercise of share options granted under share-based compensation arrangements was $1.5 million in the three months ended March 31, 2014 (three months ended March 31, 2013: $5.2 million).
Share Awards
Share awards are broadly classified into two categories: time-vested and performance-vested. Share awards are measured at fair value at the date of grant and are expensed, based on the company's estimate of shares that will eventually vest, on a straight-line or accelerated basis over the vesting period.
Time-vested awards vest ratably over or cliff-vest at the end of a period of continued employee service. Performance-vested awards cliff-vest at the end of or vest ratably over a defined vesting period of continued employee service upon the company's attainment of certain performance criteria. Time-vested and performance-vested share awards are granted in the form of restricted share awards (RSAs) or restricted share units (RSUs). Performance-vested awards are tied to the achievement of specified levels of adjusted diluted earnings per share and adjusted operating margin. In the event that either targeted financial measure is achieved at or above a vesting threshold for a particular performance measurement period, the portion of the performance-vested award subject to targeted financial measures will vest proportionately between 0% and 100% based upon the higher achieved level for that year.
With respect to time-vested awards, dividends accrue directly to the employee holder of RSAs, and cash payments in lieu of dividends are made to employee holders of certain RSUs. With respect to performance-vested awards, dividends and cash payments in lieu of dividends are deferred and are paid at the same rate as on our shares if and to the extent the award vests.
In May 2011, the company's shareholders approved the 2011 Global Equity Incentive Plan, which authorized the issuance of up to 28 million shares under this plan. In May 2010, the board approved the 2010 Global Equity Incentive Plan (ST), which authorized the issuance of up to 3 million shares under this plan.  Under the terms of the plans, shares are issued only as employment inducement awards in connection with a strategic transaction and, as a result, do not require shareholder approval under the rules of the New York Stock Exchange or otherwise.
Movements on share awards priced in U.S. dollars during the periods ended March 31, are detailed below:
 
For the three months ended March 31, 2014
 
For the three months ended March 31, 2013
Millions of shares, except fair values
Time- Vested
 
Performance- Vested
 
Weighted Average Grant Date Fair Value ($)
 
Time- Vested
 
Performance- Vested
Unvested at the beginning of period
13.9

 
0.4

 
25.00

 
16.5

 
0.3

Granted during the period
4.1

 
0.2

 
34.30

 
5.1

 
0.2

Forfeited during the period
—

 
—

 
—

 
(0.1
)
 
—

Vested and distributed during the period
(4.9
)
 
(0.1
)
 
24.33

 
(6.2
)
 
(0.1
)
Unvested at the end of the period
13.1

 
0.5

 
28.32

 
15.3

 
0.4



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On December 4, 2007, in connection with the redomicile of the company from the U.K. to Bermuda, the company’s primary share listing moved from the London Stock Exchange to the New York Stock Exchange. Movements on share awards priced in Pounds Sterling, which were awarded prior to the move of the company’s primary share listing to the New York Stock Exchange, during the three months ended March 31, are detailed below:
 
For the three months ended March 31, 2014
 
For the three months ended March 31, 2013
Millions of shares, except fair values
Time-Vested
 
Weighted Average Grant Date Fair Value (£ Sterling)
 
Time-Vested
Unvested at the beginning of period
0.1

 
12.90

 
0.3

Forfeited during the period
—

 
—

 
—

Vested and distributed during the period
—

 
—

 
—

Unvested at the end of the period
0.1

 
12.90

 
0.3

All share awards outstanding at March 31, 2014, had a weighted average remaining contractual life of 1.95 years. The total fair value of shares that vested during the three months ended March 31, 2014 was $171.0 million (three months ended March 31, 2013: $159.8 million). The weighted average grant date fair value of the U.S. dollar share awards that were granted was $34.30 (three months ended March 31, 2013: $26.81).
At March 31, 2014, there was $361.0 million of total unrecognized compensation cost related to non-vested share awards; that cost is expected to be recognized over a weighted average period of 3.21 years.
Share Options
The company has not granted share option awards since 2005. All share options awards, therefore, were granted prior to the December 4, 2007, redomicile from the United Kingdom to Bermuda and re-listing from the London Stock Exchange (where the predecessor company's ordinary shares traded in Pounds Sterling) to the New York Stock Exchange (where the company's common shares now trade in U.S. Dollars). At the time of their grants, the exercise prices of the share options were denominated in the company's trading currency, which was the Pound Sterling. The company did not change the accounting for share options at the redomicile/re-listing date, because the share options were not modified at that date. The exercise price remains in Pounds Sterling and was not changed to U.S. Dollars. Therefore, upon exercise of the share options, the Pound Sterling exercise price will be converted into U.S. Dollars using the spot foreign exchange rate in effect on the exercise date. Upon the exercise of share options, the company either issues new shares or can utilize shares held in treasury (see Note 5, “Share Capital”) to satisfy the exercise.
Changes in outstanding share option awards are as follows:
 
For the three months ended March 31, 2014
 
For the three months ended March 31, 2013
Millions of shares, except prices
Options
 
Weighted Average Exercise Price
(£ Sterling)
 
Options
 
Weighted Average Exercise Price
(£ Sterling)
Outstanding at the beginning of period
1.1

 
7.32

 
2.6

 
7.31

Exercised during the period
(0.1
)
 
7.08

 
(0.4
)
 
7.33

Outstanding at the end of the period
1.0

 
7.35

 
2.2

 
7.31

Exercisable at the end of the period
1.0

 
7.35

 
2.2

 
7.31


Employee Stock Purchase Plan (ESPP)
During 2012, the company established a nonqualified, broad-based ESPP for all eligible employees. Employees may purchase shares of our common stock generally in annual intervals at 85% of fair market value. Employee ESPP contributions may not exceed $6,000 per offering period. Upon the plan vesting date, the company either issues new shares or can utilize shares held in treasury (see Note 5, "Share Capital") to satisfy the exercise. For the three months ended March 31, 2014, the company recognized $0.2 million in compensation expense related to the employee stock purchase plan (March 31, 2013: $0.3 million).

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8.  RETIREMENT BENEFIT PLANS
Defined Contribution Plans
The company operates defined contribution retirement benefit plans for all qualifying employees. The assets of the plans are held separately from those of the company in funds under the control of trustees. When employees leave the plans prior to vesting fully in the contributions, the contributions payable by the company are reduced by the amount of forfeited contributions.
The total amounts charged to the Condensed Consolidated Statements of Income for the three months ended March 31, 2014 of $15.4 million (three months ended March 31, 2013: $14.6 million) represent contributions paid or payable to these plans by the company at rates specified in the rules of the plans. As of March 31, 2014, accrued contributions of $7.1 million (December 31, 2013: $21.8 million) for the current year will be paid to the plans.
Defined Benefit Plans
The company maintains legacy defined benefit pension plans for qualifying employees of its subsidiaries in the U.K., Ireland, Germany and Taiwan. All defined benefit plans are closed to new participants. The company also maintains a postretirement medical plan in the U.S., which was closed to new participants in 2005. In 2006, the plan was amended to eliminate benefits for all participants who did not meet retirement eligibility by 2008. The assets of all defined benefit schemes are held in separate trustee-administered funds. Under the plans, the employees are generally entitled to retirement benefits based on final salary at retirement.
The components of net periodic benefit cost in respect of these defined benefit plans are as follows:
 
Retirement Plans
 
Medical Plan
 
For the three months ended March 31,
 
For the three months ended March 31,
$ in millions
2014
 
2013
 
2014
 
2013
Service cost
(1.1
)
 
(1.1
)
 
(0.1
)
 
(0.1
)
Interest cost
(4.8
)
 
(4.9
)
 
(0.5
)
 
(0.5
)
Expected return on plan assets
4.6

 
4.4

 
0.2

 
0.1

Amortization of prior service cost/(credit)
—

 
—

 
0.5

 
0.5

Amortization of net actuarial gain/(loss)
(0.5
)
 
(0.6
)
 
(0.1
)
 
(0.1
)
Net periodic benefit cost
(1.8
)
 
(2.2
)
 
—

 
(0.1
)
The estimated amounts of contributions expected to be paid to the plans during 2014 are $15.9 million for retirement plans and $2.2 million for the medical plan. Payments made to the plans during the three months ended March 31, 2014 were $4.0 million to the retirement plan and $0.4 million to the medical plan.
9.  TAXATION
At March 31, 2014, the total amount of gross unrecognized tax benefits was $16.7 million as compared to the December 31, 2013 total of $16.8 million. The company and its subsidiaries file annual income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and in numerous foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which the company has unrecognized tax benefits, is finally resolved. To the extent that the company has favorable tax settlements, or determines that accrued amounts are no longer needed due to a lapse in the applicable statute of limitations or other reasons, such liabilities, as well as the related interest and penalty, would be reversed as a reduction of income tax expense (net of federal tax effects, if applicable) in the period such determination is made.

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10.  EARNINGS PER SHARE
The calculation of earnings per share is as follows:
 
Three months ended March 31,
In millions, except per share data
2014
 
2013
Income from continuing operations, net of taxes

$208.8

 

$195.5

Net (income)/loss attributable to noncontrolling interests in consolidated entities
(19.0
)
 
22.6

Income from continuing operations attributable to Invesco Ltd. for basic and diluted EPS calculations
189.8

 
218.1

Income/(loss) from discontinued operations, net of taxes
(2.0
)
 
4.1

Net income attributable to common shareholders

$187.8

 

$222.2

 
 
 
 
Weighted average shares outstanding - basic