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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2022

OR

☐						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 001-13908

Invesco Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Bermuda															98-0557567
(State or Other Jurisdiction of Incorporation or Organization)															(I.R.S. Employer Identification No.)
1555 Peachtree Street, N.E.,			Suite 1800,			Atlanta,			GA						30309
(Address of Principal Executive Offices)															(Zip Code)

(404) 892-0896

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.20 par value			IVZ			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer			☑			Accelerated filer			☐			Non-accelerated filer			☐			Smaller reporting company			☐
																		Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

At June 30, 2022, the aggregate market value of the voting stock held by non-affiliates was $7.7 billion, based on the closing price of the registrant's Common Shares, par value U.S. $0.20 per share, on the New York Stock Exchange. At January 31, 2023, the most recent practicable date, the number of Common Shares outstanding was 454,751,498.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant will incorporate by reference information required in response to Part III, Items 10-14 in its definitive Proxy Statement for its annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2022.

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TABLE OF CONTENTS

We include cross references to captions elsewhere in this Annual Report on Form 10-K, 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
Glossary of Defined Terms			i
Special Cautionary Note Regarding Forward-Looking Statements			1
PART I
Item 1. Business			2
Item 1A. Risk Factors			9
Item 1B. Unresolved Staff Comments			23
Item 2. Properties			23
Item 3. Legal Proceedings			24
Item 4. Mine Safety Disclosures			24
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			25
Item 6. [Reserved]			27
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			59
Item 8. Financial Statements and Supplementary Data			62
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			102
Item 9A. Controls and Procedures			102
Item 9B. Other Information			102
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			103
PART III
Item 10. Directors, Executive Officers and Corporate Governance			103
Item 11. Executive Compensation			103
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			103
Item 13. Certain Relationships and Related Transactions, and Director Independence			103
Item 14. Principal Accountant Fees and Services			103
PART IV
Item 15. Exhibits and Financial Statement Schedules			104
Item 16. Form 10-K Summary			104
Exhibits			104
Signatures			107

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GLOSSARY OF DEFINED TERMS

APAC			—			Asia-Pacific
AUM			—			Assets under management
bps			—			Basis points
CDSC			—			Contingent deferred sales charge
CEO			—			Chief Executive Officer
CFTC			—			Commodity Future Trading Commission
CIP			—			Consolidated investment products
CLOs			—			Collateralized loan obligations
Companies Act			—			Companies Act 1981 of Bermuda
COSO			—			Committee of Sponsoring Organizations of the Treadway Commission
DOL			—			The Department of Labor
EBITDA			—			Earnings before income tax, depreciation and amortization
EMEA			—			Europe, Middle East and Africa
EMIR			—			European Market Infrastructure Regulation
EPS			—			Earnings per share
ERISA			—			Employee Retirement Income Security Act of 1974
ESG			—			Environmental, social and governance
ETFs			—			Exchange-traded funds
EU			—			European Union
FCA			—			Financial Conduct Authority
GDPR			—			General Data Protection Regulation
GEIP ST			—			2010 Global Equity Incentive Plan ST
IGW or Invesco Great Wall			—			Invesco Great Wall Fund Management Company Limited
LIBOR			—			The London Inter-Bank Offered Rate
MassMutual			—			Massachusetts Mutual Life Insurance Company
NAV			—			Net asset value
NYSE			—			New York Stock Exchange
PCAOB			—			Public Company Accounting Oversight Board
RSAs			—			Restricted stock awards
RSUs			—			Restricted stock units
S&P			—			Standard & Poor's
SEC			—			U.S. Securities and Exchange Commission
SFC			—			Securities Futures Commission of Hong Kong
the Parent			—			Invesco Ltd.
TRS			—			Total return swaps
UITs			—			Unit Investment Trusts
U.K.			—			United Kingdom
U.S.			—			United States
U.S. GAAP			—			U.S. Generally Accepted Accounting Principles
UCITS			—			Undertakings for the Collective Investment in Transferable Securities
UTBs			—			Unrecognized tax benefits
VIE			—			Variable interest entity
VOE			—			Voting interest entity
XBRL			—			Extensible Business Reporting Language

i

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report, other public filings and oral and written statements by us and our management, may include statements that constitute “forward-looking statements” within the meaning of the United States (U.S.) securities laws. These statements are based on the beliefs and assumptions of our management and on information available to us at the time such statements are made. Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flows and capital expenditures, industry or market conditions, assets under management (AUM), geopolitical events and the COVID-19 pandemic and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products, the prospects for certain legal contingencies, and other aspects of our business or general economic conditions. In addition, when used in this Report or such other documents or statements, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial 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. In most cases, such assumptions will not be expressly stated. We caution investors not to rely unduly on any forward-looking statements.

The following important factors, and other factors described elsewhere in this Report or contained in our other filings with the U.S. Securities and Exchange Commission (SEC), among others, could cause our results to differ materially from any results described in any forward-looking statements:

• significant fluctuations in the performance of capital and credit markets worldwide;

• adverse changes in the global economy;

• the performance of our investment products;

• significant changes in net asset flows into or out of the accounts we manage or declines in market value of the assets in, or redemptions or other withdrawals from, those accounts;

• competitive pressures in the investment management business, including consolidation, which may force us to reduce fees we earn;

• any inability to adjust our expenses quickly enough to match significant deterioration in markets;

• the effect of fluctuations in interest rates, liquidity and credit markets in the U.S. or globally, including regulatory reform of benchmarks, such as the London Inter-Bank Offered Rate (LIBOR);

• failure to maintain adequate corporate and contingent liquidity;

• our ability to acquire and integrate other companies into our operations successfully and the extent to which we can realize anticipated product sales, cost savings or synergies from such acquisitions;

• the occurrence of breaches and errors in the conduct of our business, including errors in our quantitative models and index tracking investment solutions, any failure to properly safeguard confidential and sensitive information, cyber-attacks or acts of fraud;

• our ability to attract and retain key personnel, including investment management professionals;

• limitations or restrictions on access to distribution channels for our products;

• our ability to develop, introduce and support new investment products and services;

• our ability to comply with client contractual requirements and/or investment guidelines despite preventative compliance procedures and controls;

• variations in demand for our investment products or services, including termination or non-renewal of our investment management agreements;

• harm to our reputation;

• our ability to maintain our credit ratings and access the capital markets in a timely manner;

• our debt and the limitations imposed by our credit facility;

• exchange rate fluctuations, especially as against the U.S. Dollar;

• pandemics or other widespread health crises and governmental responses to the same;

• the effect of political, economic or social instability in or involving countries in which we invest or do business (including the effect of terrorist attacks, war and other hostilities);

• the effect of failures or delays in support systems or customer service functions, and other interruptions of our operations;

• the effect of systems and other technological limitations on our ability to manage and grow our business;

• the effect of non-performance by our counterparties, third-party service providers and other key vendors to fulfill their obligations;

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• impairment of goodwill and other intangible assets;

• adverse results in litigation and any other regulatory or other proceedings, governmental investigations and enforcement actions;

• the selling of our common stock by our significant shareholders; and

• enactment of adverse federal, state or foreign legislation or changes in government policy or regulation (including accounting standards) affecting our operations, our capital requirements or the way in which our profits are taxed.

Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized may also cause actual results to differ materially from those projected. For more discussion of the risks affecting us, please refer to Item 1A, “Risk Factors.”

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our businesses generally. We expressly disclaim any obligation to update any of the information in this or any other public report if any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events or otherwise. For all forward-looking statements, we claim the “safe harbor” provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

PART I