Invesco (IVZ) 10-K risk factor changes: FY2022 vs FY2021

Volatility and disruption in [removed: world] [added: global or regional] capital and credit markets, as well as adverse changes in the global economy, could negatively affect our [added: AUM,] revenues, [removed: operations, financial condition] [added: net income] and liquidity.

- In the event of extreme circumstances, including economic, political or business crises, such as a widespread systemic [removed: failure] [added: failures] or disruptions in the global [added: or regional] financial [removed: system] [added: systems] or failures of firms that have significant obligations as counterparties on financial instruments, we may suffer significant declines in AUM and severe liquidity or valuation issues in managed investment products in which client and company assets are invested, all of which would adversely affect our operating results, financial condition, liquidity, credit ratings, ability to access capital markets and ability to retain and attract key employees.

- Illiquidity and/or volatility of the global [added: or regional] fixed income and/or equity markets could negatively affect our ability to manage client inflows and outflows or to timely meet client redemption requests.

- Changes to [removed: United States] [added: U.S.] tax, tariff and import/export regulations and economic sanctions may have a negative effect on global [added: or regional] economic conditions, financial markets and our business.

Any changes with respect to trade policies, treaties, taxes, government regulations and tariffs, or the perception that any of these changes could occur, may have a material adverse effect on global [added: or regional] economic conditions and the stability of global financial markets, and may significantly reduce global trade [removed: and, in particular,] [added: or] trade between [removed: other nations and the United States.][added: certain nations.]

Given [removed: our strong position in Asia Pacific and EMEA,] we [added: are a global business, we] could be more adversely affected than others by such market uncertainties.

Our revenues and [removed: profitability] [added: net income] would [added: likely] be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or net outflows, [added: each of] which would reduce the investment management fees we earn.

Under these contracts, the investment management fees paid to us are [removed: typically] [added: generally] based on the market value of AUM.

For any period in which revenues decline, our [added: net] income and operating margin [removed: likely] would [added: likely] decline by a greater proportion because a majority of our expenses remain fixed.

Factors that could decrease [removed: AUM (and therefore revenues)] [added: AUM, revenues, and net income] include the following:

*Declines in the market value of AUM in client portfolios.* Our AUM as of January 31, [removed: 2022] [added: 2023] were [removed: $1,550.9] [added: $1,482.7] billion.

Any of the foregoing could negatively impact the market value of our AUM, [removed: revenues, income] [added: revenues] and [removed: operating margin.][added: net income.]

*Redemptions and other withdrawals from, or shifting among, client portfolios.* These [added: changes] could be caused by investors reducing their investments in client portfolios in general or in the market segments in which we focus; investors taking profits from their investments; [removed: poor investment performance (relative or absolute) of the client portfolios we manage;] and portfolio risk characteristics, which could cause investors to move assets to other investment managers.

Furthermore, the fees we earn vary with the types of assets being managed, with higher fees earned on actively managed equity and balanced accounts, [removed: along with] real estate and other alternative asset products, and lower fees earned on fixed income, stable [removed: return] [added: value] accounts and [removed: certain] passively managed products.

Our revenues and [removed: profitability] [added: net income] from money market and other fixed income assets may be harmed by interest [removed: rate,] [added: rates,] liquidity and credit volatility.

If securities within a money market portfolio default or investor redemptions force the portfolio to realize losses, there could be negative pressure on its [removed: NAV.][added: net asset value (NAV).]

Additionally, we have investments in fixed income assets, including collateralized loan obligations [added: (CLOs), real estate-related loans, commercial loans] and seed money in fixed income funds, the valuation of which could change with changes in interest and default rates.

[removed: Market interest rates may increase in the future,] [added: impacted] and [removed: the increase] may materially and negatively [added: continue to] affect the value of the assets that we manage.

Declines in the values of [removed: these] AUM could lead to reduced revenues as management fees are generally calculated based upon the size of AUM.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $856.7] [added: $909.2] million in seed capital and co-investments, including direct investments in consolidated investment products (CIP).

Since many of our subsidiary operations are located outside of the [removed: United States and have] [added: U.S. and have] functional currencies other than the U.S. Dollar, changes in the exchange [removed: rates to] [added: rates to] the U.S. Dollar affect our reported financial results from one period to [removed: the next.][added: the next.]

However, we have a large number of subsidiaries outside of the [removed: United States] [added: U.S.] whose functional currencies are not the U.S. Dollar.

Consequently, significant strengthening of the U.S. Dollar relative to the [removed: UK] [added: U.K.] Pound Sterling, Euro or [removed: Japanese Yen,] [added: Canadian Dollar,] among other currencies, could have a material negative impact on our reported financial results.

Poor investment performance of our products could reduce the level of our AUM or affect our sales, and negatively impact our revenues and [added: net] income.

Poor investment performance [added: (on a relative or absolute basis)] as compared to third-party benchmarks or competitive products has in the past led, and could in the future lead, to a decrease in sales of our products and stimulate redemptions from existing products, [removed: generally lowering] [added: each of which could lower] the overall level of AUM and [removed: reducing] [added: reduce] our management fees.

If we fail, or appear to fail, to address successfully and promptly the underlying causes of any poor investment performance, we [removed: may be unsuccessful in reversing such under performance and our future business prospects would likely be negatively affected.]

Our competitors include [removed: a large number of] [added: many] investment management firms and other financial institutions.

New products often must be in the [removed: market-place] [added: market place] for three or more years in order to generate the track records required to attract significant AUM inflows.

As a result of the global market reactions to the COVID-19 pandemic, our [removed: assets under management (AUM) and] [added: AUM,] revenues [added: and net income] have at times been negatively impacted and we have in the past and may in the future face various potential operational challenges due to the pandemic.

As a result of the global market reactions to the COVID-19 pandemic, our [removed: AUM and] [added: AUM,] revenues [added: and net income] declined significantly during the early phases of the pandemic as governments enacted social containment measures and central banks and governments sought to enact economic relief measures.

While many global markets, and our [removed: AUM] [added: AUM, revenues] and [removed: revenues,] [added: net income,] have improved materially since the early stages of the pandemic, further negative market reactions may occur as a result of failures to limit infections or deaths due to the COVID-19 virus, delays in developing and/or delivering effective treatments for the virus, increased infections due to new variants or vaccine hesitancy, and reduced support or positive impact of central banks and government economic relief measures.

Additional negative market reactions could further negatively impact our [removed: AUM] [added: AUM, revenues] and [removed: revenues.][added: net income.]

If our or their [removed: workforces,] [added: workforce,] or key components thereof, were to experience significant illness levels, our ability to operate our business could be materially adversely disrupted.

The extent to which our business, [removed: results of operations,] [added: revenues,] AUM and [removed: financial results] [added: net income] are further affected by the COVID‐19 pandemic will largely depend on future developments, which cannot be accurately predicted and are uncertain, including the duration and severity of the pandemic and the length of time it will take for the economy to recover, along with potentially more permanent impacts on how we operate and serve our clients.

Our investment management professionals and other key employees are a vital part [removed: of our] [added: of our] ability to attract and retain clients, and the loss of key individuals or a significant portion [removed: of those] [added: of those] professionals could result in a reduction of our [added: AUM,] revenues and [removed: profitability.][added: net income.]

The market for skilled investment management professionals [added: and other key personnel] is highly competitive.

However, we may not be successful in retaining our [added: investment management professionals and other] key personnel, and the loss of significant investment professionals or other key personnel could reduce the attractiveness of our products and services to potential and current clients and could, therefore, adversely affect our [added: AUM,] revenues and [removed: profitability.][added: net income.]

Changes in the distribution channels on which we depend could reduce our net [removed: revenues] [added: income] and hinder our growth.

We sell substantially all of our retail investment products through a variety of [removed: third party] [added: third-party] financial intermediaries.

Increasing competition for these distribution channels could nevertheless cause our distribution costs to rise, which would lower our net [removed: revenues.][added: income.]

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Inflation is currently at its highest level in 40 years in the U.S. and is hitting decade-long highs in other countries.

Central banks, such as the Federal Reserve, are raising interest rates in response to the increase in inflation, which has negatively

We are transitioning our corporate exposure at a corporate and client portfolio level away from LIBOR to alternative short-term rates (such as the Secured Overnight Financing Rate) according to regulatory timelines and guidance.

We continue to actively monitor client portfolios holding LIBOR based instruments and strategies utilizing LIBOR as a benchmark and/or performance target and remediate as necessary.

Despite our preparations, the discontinuance of LIBOR may adversely affect our client portfolios or products we manage.

These changes may also impact the market liquidity and market value of these portfolio investments decreasing AUM, and therefore revenues and net income of the company.

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may be unsuccessful in reversing such under performance and our future business prospects would likely be negatively affected and redemptions could negatively impact our revenues and net income.

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Risks Related to Operations and Technology

Any failure to maintain strong business relationships with the consultant community would impair our ability to sell our products, which in turn could have a negative effect on our AUM, revenues and net income.

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While we maintain controls to seek to prevent, detect and correct any errors, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Climate change-related risks could adversely affect our business, products, operations and clients, which may cause our AUM, revenue and net income to decline.

Our business and those of our clients could be impacted by climate change-related risks.

Climate change may present risk to us through changes in the physical climate or from the climate change-related legislative and regulatory initiatives and the transition to a lower-carbon economy.

Climate-related physical risks arise from the direct impacts of a changing climate, such as extreme weather events and changes in temperature, which may damage infrastructure and facilities as well as disrupt connectivity or supply chains.

Impacts associated with climate change-related legislative and regulatory initiatives and the transition to a low carbon economy may result in operational changes and additional expenditures that could adversely affect us.

Our reputation and business prospects may also be damaged if we do not, or are perceived not to, effectively prepare for the potential business and operational opportunities and risks associated with climate change, including through the development and marketing of effective and competitive new products and services designed to address our clients’ climate risk-related investment objectives.

These risks include negative market perception, diminished sales effectiveness and regulatory and litigation consequences associated with greenwashing claims or driven by association with clients, industries or

products that may be inconsistent with our other clients’ ESG priorities or stated positions on climate change issues.

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The ability to consistently and reliably perform such services is essential to our continuing success.

We issued approximately $4 billion of 5.9% fixed rate perpetual preferred stock in connection with the acquisition of OppenheimerFunds Inc. in May 2019.

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In addition, if we sell substantial amounts of our common stock in the public market, or there is a perception that such sales may occur, the market price of our common stock could be negatively impacted.

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Further, MassMutual has made significant capital or seed investments in several of our products.

If MassMutual decides not to provide additional capital or seed investments in the future or to withdraw material amounts of capital or seed investments in existing products, it could impact our ability to timely launch new products or impact existing products.

Subsidiaries operating in the EU are mainly regulated by the Commission de Surveillance du Secteur Financier in Luxembourg, the Central Bank of Ireland, and the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany.

Such measures are progressing at various stages, but several may become effective around the same time, which would put additional pressure on our subsidiaries.

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In many other jurisdictions in which our subsidiaries operate, there is ongoing change to update and strengthen privacy regulations in a manner similar to GDPR.

For example, in the U.S., the passage of the California Privacy Rights Act created additional responsibilities for organizations processing the personal data of California residents and a new regulatory body, the California Protection Agency, becoming the first regulatory body in the U.S. to have sole jurisdiction and resources to regulate a state privacy law and issue penalties for non-compliance.

In addition, recent new or updated rules and legal requirements for international transfers of personal data from Europe and Asia have created additional complexity for global organizations around the use and management of personal data within these legal frameworks, particularly in light of our ongoing migration to integrated global cloud-based systems and services.

In the EU, the ongoing review of the undertakings for the collective investment in transferable securities (UCITS) and alternative investment fund managers directive frameworks is expected to introduce new rules regarding the use of certain liquidity management tools (e.g., swing pricing, anti-dilution and side pockets etc.) by UCITS and alternative investment funds, including enhanced reporting on the use of such tools.

A new pan-EU regime for loan funds is also expected to be introduced, with potential implications for the structuring of such funds.

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The Federal Reserve has taken actions that have resulted in low interest rates prevailing in the marketplace for a historically long period of time.

Markets are developing replacement reference rates in response to this change.

The implementation of new reference rates, development of liquidity in instruments adopting these new reference rates and management of any economic value transfer at the time of transition remain significant areas of focus for us and others in the marketplace.

It is difficult to predict the full impact of the transition away from LIBOR.

The value or profitability of LIBOR-based instruments held in our client portfolios or products we manage that use LIBOR as a reference rate may be adversely affected until new reference rates and fallbacks for both legacy and new instruments and products are commercially accepted and operationally mature.

Risks Related to the Coronavirus (COVID-19) Pandemic

While our teams have been successful in working remotely, operational challenges may arise in the future.

Many of the key service providers we rely on have also transitioned to working at least partially remotely.

If we or they were to experience material disruptions in the ability for our or their employees to work remotely (e.g., disruption in Internet-based communications systems or networks or the availability of essential goods and services), our ability to operate our business in the ordinary course could be materially adversely disrupted.

Further if our cyber security diligence and efforts to offset the increased risks associated with greater reliance on mobile, collaborative and remote technologies during the COVID-19 pandemic, as well as the increased frequency and sophistication of external threat actors are not effective or successful, we may be at increased risk for data privacy or other cyber security incidents.

Any such material adverse disruptions to our business operations or loss of information could have a material adverse impact on our results of operations or financial condition.

Risks Related to Operating our Business

No single intermediary is material to our business.

Further, as we maintain certain business processes in lower-cost geographic locations such as India, the potential for particular types of natural or man-made disasters, political, economic or infrastructure instabilities, or other country- or region-specific business continuity risks increases.

The ability to consistently and reliably obtain accurate securities pricing information, process client portfolio and fund shareholder transactions and provide reports and other customer service to fund shareholders and clients in accounts managed by us is essential to our continuing success.

We have two significant shareholders of our common stock.

We issued approximately 81.9 million common shares in connection with the acquisition of OppenheimerFunds, most of which are held by Massachusetts Mutual Life Insurance Company (MassMutual), which currently owns approximately 16% of our outstanding common stock.

MassMutual may in the future sell these common shares in the open market or through secondary offerings.

Trian Partners also holds a large position in our common stock, owning approximately 9.9% of our outstanding common shares as of December 31, 2021.

Such measures are progressing at various stages.

Across the globe, there is ongoing change to update and strengthen privacy regulations, at a state level in the U.S. and in various other jurisdictions we operate.

In addition, new or updated rules and requirements were introduced in 2021 on international transfers of personal data, such the updated EU Standard Contractual Clauses (SCC’s) and China’s

Personal Information Protection Law (PIPL), that create additional complexity for global organizations managing personal data within these legal frameworks.

- An increased focus on liquidity in funds (including fixed income funds), an example of which is the SEC’s rules with respect to liquidity and liquidity risk management applicable to certain types of registered U.S. funds, or the recent studies of Global and EU regulators on the resilience of investment funds during the COVID-19 related market turmoil.

- EU and UK regulations pertaining to integrating environmental, social and governance (ESG) topics have materially impacted the asset management industry in EU member states and in the UK.

For example, the EU’s recent action plan on financing sustainable growth includes initiatives to integrate ESG into the financial system, including such areas as MiFID II, UCITS and AIFMD regulations, through the integration of ESG risks, and new ESG disclosure obligations.

We expect the SEC and other regulators in the U.S. to pursue similar initiatives.

- Increased requirements to provide regulators and investors more granular detail regarding our products and services, including the SEC’s reporting modernization rule applicable to certain types of registered U.S. funds, required reporting to the SEC, CFTC and NFA regarding certain of our products on Forms PF and CPO-PQR, respectively, and MiFID II trade and transaction reporting in the UK and the EU.

See Item 8, Financial Statements and Supplementary Data, Note 20 -- "Commitments and Contingencies," for additional information.

As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda (Companies Act).

In addition, certain of our officers and directors reside in countries outside the United States.

A substantial portion of the company's assets and the assets of these officers and directors are or may be located outside the United States.

In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of U.S. courts obtained against the company or our directors or officers based on the civil liability provisions of the U.S. federal or state securities laws or would hear actions against the company or those persons based on those laws.

Management believes that solid investment grade ratings are an important factor in winning and maintaining institutional business and strives to manage the company to maintain such ratings.

The discussion and analysis disclosed herein apply to material changes in the Consolidated Financial Statements for [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For the comparison of [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] see the Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the company’s [removed: 2020] [added: 2021] Annual Report on Form 10-K, filed with the [removed: Securities and Exchange Commission] [added: SEC] on February [removed: 19, 2021.][added: 18, 2022.]

The following discussion and analysis of the results of operations and financial condition of Invesco [removed: Ltd. and its subsidiaries (collectively, the “company” or “Invesco”)] should be read in conjunction with the “Forward-looking Statements” disclosure set forth in Part I and the “Risk Factors” set forth in Item 1A of Part I of this Annual Report on Form 10‑K, each of which describe our risks, uncertainties and other important factors in more detail.

This overview and the remainder of this management's discussion and analysis supplements and should be read in conjunction with the Consolidated Financial Statements of Invesco [removed: Ltd.] and [removed: its subsidiaries and] the notes thereto contained elsewhere in this Annual Report on Form 10-K.

The table below summarizes the year ended December 31 returns based on price appreciation/(depreciation) of several major market indices for [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| Equity Index | | | Index expressed in currency | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| S&P 500 | | | U.S. Dollar | | | | | | [removed: 26.9%] [added: (19.4)%] | | | | | | [removed: 16.3%] [added: 26.9%] | | | | | | | | |

| FTSE 100 | | | British Pound | | | | | | [removed: 14.3%] [added: 0.9%] | | | | | | [removed: (14.3)%] [added: 14.3%] | | | | | | | | |

| FTSE 100 | | | U.S. Dollar | | | | | | [removed: 13.3%] [added: (9.8)%] | | | | | | [removed: (11.8)%] [added: 13.3%] | | | | | | | | |

| MSCI Emerging Markets | | | U.S. Dollar | | | | | | [removed: (4.6)%] [added: (22.4)%] | | | | | | [removed: 15.8%] [added: (4.6)%] | | | | | | | | |

| Barclays U.S. Aggregate Bond | | | U.S. Dollar | | | | | | [removed: (1.5)%] [added: (13.0)%] | | | | | | [removed: 7.5%] [added: (1.5)%] | | | | | | | | |

We remain committed to [removed: a sustainable dividend policy and to] returning capital to shareholders longer term through a combination of modestly increasing dividends and share repurchases.

See Item 8, Financial Statements and Supplementary Data [added: -] Note [removed: 20, "Commitments] [added: 18, “Commitments] and [removed: Contingencies,"] [added: Contingencies,”] for [removed: additional details] [added: more information] regarding [removed: the accounting matter.][added: undrawn capital commitments.]

[removed: As previously disclosed, we have undertaken a] [added: Our] strategic evaluation [removed: of our business] [added: was primarily] focusing on four key areas of our expense base: our organizational model, our real estate footprint, management of [removed: third party] [added: third-party] spend and technology and operations efficiency.

Through this evaluation, we [removed: have] invested and will continue to invest in key areas of growth aligned with our strategic plan, including ETFs, Fixed Income, China, Solutions, Alternatives and Global Equities, which has had a positive impact on the [removed: results for the year.][added: company’s results.]

Presentation of Management's Discussion and Analysis of Financial Condition and Results of Operations [removed: --] [added: -] Impact of Consolidated Investment Products

The company provides investment management services to, and has transactions with, various retail mutual funds and similar entities, private equity, real estate, fund-of-funds, [removed: collateralized loan obligation products (CLOs)] [added: CLOs] and other investment entities sponsored by the company for the investment of client assets in the normal course of business.

The company is required to consolidate certain of these managed funds from time-to-time, as discussed more fully in Item 8, Financial Statements and Supplementary Data, Note 1, "Accounting Policies -- Basis of Accounting and Consolidation." Investment products that are consolidated are referred to in this [removed: Form 10-K (Report)] [added: Report] as [removed: consolidated investments products (CIP).][added: CIP.]

[removed: The] [added: Due to the significant] impact [removed: of] [added: that] CIP [removed: is so significant to] [added: has on] the presentation of the company’s Consolidated Financial [removed: Statements that] [added: Statements,] the company has elected to deconsolidate these products in its non-GAAP disclosures (among other adjustments).

See [removed: Schedule] [added: "Schedule] of Non-GAAP [removed: Information] [added: Information"] for additional information regarding these adjustments.

[removed: - Results] [added: Results] of Operations [removed: (year ended] [added: for the Year Ended] December 31, [removed: 2021] [added: 2022] compared to December 31, [removed: 2020);][added: 2021]

To assess the impact of CIP on the company's Results of Operations and Balance Sheet Discussion, refer to Part II, Item 8, Financial Statements, Note [removed: 21,] [added: 19,] "Consolidated Investment Products." [removed: The impact on the company's results of operations is illustrated by a column which shows the dollar-value change in the consolidated figures, as caused by the consolidation of CIP.]

Summary operating information for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] is presented in the table below.

| U.S. GAAP Financial Measures Summary | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Operating revenues | | | [removed: 6,894.5] [added: 6,048.9] | | | | | | [removed: 6,145.6] [added: 6,894.5] | | | | | | [removed: 6,117.4] [added: 6,145.6] | | |

| Operating income | | | [removed: 1,788.2] [added: 1,317.7] | | | | | | [removed: 920.4] [added: 1,788.2] | | | | | | [removed: 808.2] [added: 920.4] | | |

| Operating margin | | | [removed: 25.9] [added: 21.8] | | % | | | | [removed: 15.0] [added: 25.9] | | % | | | | [removed: 13.2] [added: 15.0] | | % |

| Net income attributable to Invesco Ltd. | | | [removed: 1,393.0] [added: 683.9] | | | | | | [removed: 524.8] [added: 1,393.0] | | | | | | [removed: 564.7] [added: 524.8] | | |

| Diluted [removed: EPS] [added: earnings per share (EPS)] | | | [removed: 2.99] [added: 1.49] | | | | | | [removed: 1.13] [added: 2.99] | | | | | | [removed: 1.28] [added: 1.13] | | |

| Non-GAAP Financial Measures [removed: Summary] [added: Summary(1)] | | | | | | | | | | | | | | | | | |

| Net revenues [removed: (1)] | | | [removed: 5,261.1] [added: 4,645.0] | | | | | | [removed: 4,501.0] [added: 5,261.1] | | | | | | [removed: 4,415.1] [added: 4,501.0] | | |

| Adjusted operating income [removed: (2)] | | | [removed: 2,182.6] [added: 1,614.8] | | | | | | [removed: 1,664.5] [added: 2,182.6] | | | | | | [removed: 1,655.8] [added: 1,664.5] | | |

| Adjusted operating margin [removed: (2)] | | | [removed: 41.5] [added: 34.8] | | % | | | | [removed: 37.0] [added: 41.5] | | % | | | | [removed: 37.5] [added: 37.0] | | % |

| Adjusted net income attributable to Invesco Ltd. [removed: (3)] | | | [removed: 1,439.6] [added: 773.2] | | | | | | [removed: 892.9] [added: 1,439.6] | | | | | | [removed: 1,124.0] [added: 892.9] | | |

| Adjusted diluted [removed: EPS (3)] [added: earnings per share (EPS )] | | | [removed: 3.09] [added: 1.68] | | | | | | [removed: 1.93] [added: 3.09] | | | | | | [removed: 2.55] [added: 1.93] | | |

| Ending AUM (billions) | | | [removed: 1,610.9] [added: 1,409.2] | | | | | | [removed: 1,349.9] [added: 1,610.9] | | | | | | [removed: 1,226.2] [added: 1,349.9] | | |

| Average AUM (billions) | | | [removed: 1,499.9] [added: 1,452.5] | | | | | | [removed: 1,194.9] [added: 1,499.9] | | | | | | [removed: 1,094.4] [added: 1,194.9] | | |

[added: (2)] See [removed: "Schedule] [added: “Schedule] of Non-GAAP [removed: Information"] [added: Information”] for [added: additional important disclosures regarding] the [removed: reconciliation] [added: use] of [removed: operating revenues to] net revenues.

[removed: (2)Adjusted] [added: (1)Net revenues, Adjusted Operating Income (and by calculation, adjusted] operating [removed: income] [added: margin),] and [added: Adjusted Net Income (and by calculation,] adjusted [removed: operating margin] [added: diluted EPS)] are non-GAAP financial [removed: measures.][added: measures, based on methodologies other than U.S. GAAP.]

See [removed: "Schedule] [added: “Schedule] of Non-GAAP [removed: Information,"] [added: Information”] for [removed: the] [added: a] reconciliation of [removed: operating income] [added: the most directly comparable U.S. GAAP measures] to [removed: adjusted operating income.][added: the non-GAAP measures.]

Global capital markets in 2022 were challenging for the asset management industry and for Invesco, as investors reacted to uncertainty associated with rising interest rates and high inflation in most major economies as well as geopolitical tensions.

| S&P/TSX 60 Index | | | Canadian Dollar | | | | | | (9.2)% | | | | | | 24.4% | | | | | | | | |

| S&P/TSX 60 Index | | | U.S. Dollar | | | | | | (15.1)% | | | | | | 25.5% | | | | | | | | |

Despite the volatile markets, our diversified product lineup maintained net long-term inflows in certain key capabilities, notably ETFs, Fixed Income, Greater China, and the Institutional Channel.

We remain highly focused on our capital priorities, investing in our key capabilities, and efficiently allocating our resources.

Consistent with our commitment to improve our leverage profile, we continue to manage our debt to lower levels.

We redeemed $600 million of senior notes in May 2022, ended the year with no balance on our credit facility and our cash and cash equivalents balance increased to over $1.2 billion.

Our debt of $1.5 billion is the lowest level in ten years.

The progress we have made in our efforts to build financial flexibility has Invesco well-positioned to navigate volatile market conditions and deliver long-term growth.

We are nearing completion of our strategic evaluation of the business that we began in 2020 and expect to be complete by the end of first quarter of 2023.

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We achieved $213 million in annualized savings in 2022, surpassing our original goal of $200 million of savings.

We remain focused on identifying areas of expense improvement that will deliver positive operating leverage when markets recover and organic growth resumes.

On February 8, 2023 we announced that Martin L.

Flanagan will retire as President and CEO of the company and as a member of the Board of Directors effective June 30, 2023.

Andrew R.

Schlossberg will succeed Mr. Flanagan as President and CEO and as a member of the Board of Directors effective June 30, 2023.

Mr. Schlossberg is currently Senior Managing Director and Head of Americas and has served in multiple leadership roles across the company’s businesses and locations since joining the company in 2001.

Upon his retirement, Mr. Flanagan will serve as Chairman Emeritus for the company and will provide advice, guidance and support to Mr. Schlossberg through December 31, 2024.

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| UK (1%) | | | 56 | | % | 38 | | % | 45 | | % | 44 | | % | | | | 93 | | % | 30 | | % | 43 | | % | 38 | | % |

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| Average QQQ AUM | | | 169.1 | | | | | | — | | | | | | 169.1 | | | | | | 176.0 | | | | | | — | | | | | | 176.0 | | | | | | 115.2 | | | | | | — | | | | | | 115.2 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. GAAP gross revenue yield | | | 44.5 | | | | | | 48.7 | | | | | | 53.7 | | |

| Net revenue yield ex performance fees ex QQQ (2) | | | 35.5 | | | | | | 39.1 | | | | | | 40.7 | | |

| Active net revenue yield ex performance fees | | | 40.7 | | | | | | 44.0 | | | | | | 45.2 | | |

| Passive net revenue yield ex QQQ (2) | | | 18.1 | | | | | | 20.1 | | | | | | 19.2 | | |

Net revenue yield metrics include the net revenues and average AUM of IGW and CIP.

(2) Performance fees are earned when certain performance metrics are achieved and QQQ ETFs do not earn net revenues.

Therefore, net revenue yield is calculated excluding performance fees and QQQ AUM.

Passive net revenue yield is calculated excluding QQQ AUM.

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| Long-term inflows | | | 330.3 | | | | | | 243.9 | | | | | | 86.4 | | |

| Net flows in non-management fee earning AUM | | | (3.2) | | | | | | 0.9 | | | | | | (4.1) | | |

| Net flows in money market funds | | | 56.4 | | | | | | 1.8 | | | | | | 54.6 | | |

Management has elected to apply the FAST Act Modernization and Simplification of Regulation S-K, which provides the option to limit the discussion to the two most recent calendar years.

| Nikkei 225 | | | Japanese Yen | | | | | | 4.9% | | | | | | 16.0% | | | | | | | | |

| Nikkei 225 | | | U.S. Dollar | | | | | | (6.0)% | | | | | | 22.4% | | | | | | | | |

Update on significant events and transactions

We remain highly focused on our capital management and believe we are making solid progress in our efforts to build financial flexibility.

Our credit facility balance was zero as of December 31, 2021, consistent with our commitment to improve our leverage profile.

We fully settled our remaining forward contracts liability of $309 million in the first half of 2021.

We renegotiated our $1.5 billion credit facility, extending the maturity date to April 26, 2026 under favorable terms and conditions.

As a result of our progress, the Board approved a 10% increase in our dividend to $0.17 per share in the second quarter of 2021.

On January 25, 2022, the company announced its intention to repurchase up to $200 million in common stock in the first quarter of 2022, subject to market conditions.

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As previously disclosed by the company, in the fourth quarter of 2019, the company identified an accounting matter related to certain OppenheimerFunds funds’ financial statements and in 2020 recorded an estimated liability related to the matter.

In 2021, the company reduced the estimated liability to $254.3 million, which resulted in a benefit of $131.1 million recorded in transaction, integration and restructuring expense.

During the fourth quarter of 2021, Invesco paid $254.3 million in fund shareholder reimbursements to complete remediation of this matter.

Also in the fourth quarter of 2021, the company received an insurance recovery of $100.0 million related to the matter, which is reflected as a benefit to transaction, integration and restructuring expense.

This helped us achieve six straight quarters of net long-term inflows across a variety of products.

While investing in key areas of growth, we plan to create permanent annual net operating expense improvements of $200 million.

A significant element of the savings will be generated from realigning our workforce to support key areas of growth as well as repositioning some of our workforce to lower cost locations.

We have exceeded our cumulative 2021 targeted savings of $150 million.

In 2021, we realized $137 million in annualized savings, which when combined with the $30 million in annualized savings realized in 2020, results in $167 million, or 84%, of our $200 million net savings expectation.

The remainder of our net savings is expected to be realized by the end of 2022.

Remaining restructuring costs related to the strategic evaluation are estimated to be in a range of $30 million to $55 million through the end of 2022, with nearly $220 million incurred since we began the strategic evaluation.

In April 2021, we announced plans to transition to State Street’s Alpha platform, an asset servicing platform that will integrate front, middle and back office investment services.

The migration to Alpha is expected to simplify Invesco’s investment infrastructure to improve scale, reduce risk and improve operating efficiency, allowing Invesco to create a global operating model that will standardize and streamline its investment operations.

The integration began in the second quarter of 2021, with completion scheduled in 2024.

Managing our business and meeting client needs through COVID-19

Invesco is committed to helping our employees, our clients and our communities navigate the challenges presented by the continued impacts of COVID-19.

The primary focus of our efforts is to ensure the health and safety of our employees while preserving our ability to serve clients and manage assets in a highly dynamic market environment.

As always, we are committed to helping our clients achieve their investment objectives through disciplined long-term investing.

To this end, we continue to proactively engage with our clients, primarily virtually, to help them better navigate market uncertainty by providing thought leadership and other value-added services.

Our portfolio managers, research analysts and traders are also successfully working remotely or in secure locations with access to all systems necessary to do their jobs and an ability to connect with their teams in managing client assets.

Additionally, our operational, control and support teams are primarily working in a remote environment.

In light of the remote working environment, we continue to assess and enhance our business continuity plans as well as our internal controls with appropriate adjustments made to address the environment.

Looking ahead, we will balance our employees’ desire for increased flexibility with the needs of our clients and our business as we define our approach to transitioning to “new normal” ways of working in a post-COVID-19 world.

The vast majority of employees will be working in their assigned office location at least part of the time and will either be working in-office, working remotely or (for the significant majority of employees) working in a hybrid of these two models.

Decisions regarding office location and flexibility are supported by internal research focused on the needs of our employees and clients.

This overall, thoughtful and coordinated approach helps ensure our ability to continue to meet the needs of our clients as well as our employees.

Other External Factors Impacting Invesco

Invesco, similar to the broader industry, is transitioning its corporate and investment exposure away from LIBOR to alternative risk-free rates according to regulator and working group defined timelines and guidance.

Invesco continues to actively monitor its portfolios holding LIBOR based instruments and strategies utilizing LIBOR as a benchmark and/or performance target and remediate as necessary.

Assuming the revenue yield on AUM for the year remains unchanged, a [removed: 10%] decline in the average AUM for the year would result in a corresponding decline in revenue.

The company's exposure to market risk from financial instruments measured at fair value arises [removed: from its investments and also] [added: primarily] from its [removed: contingent consideration liability.][added: investments.]

| [added: $ in millions] | | | December 31, [removed: 2021 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2022] | | | | | | [added: December 31, 2021] | | |

| [removed: $] [added: $] in [removed: millions] [added: millions] | | | Fair Value | | | | | | Fair Value assuming 10% increase | | | | | | Fair Value assuming 10% decrease | | | | | | | | | | | | | | | | | | | | |

| Total assets measured at fair value exposed to market risk | | | [removed: 337.9] [added: 325.0] | | | | | | [removed: 371.7] [added: 357.5] | | | | | | [removed: 304.1] [added: 292.5] | | | | | | | | | | | | | | | | | | | | |

[removed: (a)If] [added: (1)If] such a 10% increase or decrease in fair values were to occur, the change attributable to [removed: $337.9] [added: $325.0] million of these equity investments would result in a corresponding increase or decrease in our pre-tax earnings.

At December 31, [removed: 2021, $226.6] [added: 2022, $146.1] million of these equity investments are held to hedge economically certain deferred compensation plans in which the [removed: company participates.][added: company's employees participate.]

The notional value of the total return swap at December 31, [removed: 2021] [added: 2022] was [removed: $343.1] [added: $326.6] million.

[removed: Upon] [added: (2)Upon] consolidation, [removed: these direct] [added: the company's net] investments [added: in CIP] are eliminated, and the assets and liabilities of the CIP are consolidated in the Consolidated Balance Sheets, [removed: together with] [added: which are offset by] a noncontrolling interest balance representing the portion of the CIP owned by third parties.

If a 10% increase or decrease in the fair values of Invesco’s [removed: direct] [added: net] investments in CIP were to occur, it would result in a corresponding increase or decrease in our net income attributable to [removed: Invesco Ltd.][added: Invesco.]

Cash balances invested in money market funds of [removed: $1,270.0] [added: $760.8] million have been excluded from the table above.

These are valued under the market approach at the [removed: net asset value] [added: NAV] of the underlying funds, which is maintained at $1.

Assets held for policyholders of [removed: $1,893.6] [added: $668.7] million have also been excluded from the table above.

On December 31, [removed: 2021,] [added: 2022,] the interest rates on 100.0% of the company's borrowings were fixed for a weighted average period of [removed: 5.9] [added: 7.0] years, and the company had a balance of zero on its floating rate credit facility.

| Fixed rate | | | [removed: 2,085.1] [added: 1,487.6] | | | | | | [removed: 2,082.6] [added: 2,085.1] | | |

| Total | | | [removed: 2,085.1] [added: 1,487.6] | | | | | | [removed: 2,082.6] [added: 2,085.1] | | |

| Weighted average interest rate percentage | | | [removed: 4.0] [added: 4.2] | | % | | | | [removed: 3.8] [added: 4.0] | | % |

| Weighted average period for which rate is fixed in years | | | [removed: 5.9] [added: 7.0] | | | | | | [removed: 6.9] [added: 5.9] | | |

See Item 8, Financial Statements and Supplementary Data, Note [removed: 9,] [added: 8,] “Debt,” for additional disclosures relating to the U.S. Dollar floating and fixed rate obligations.

The company also has certain investments in foreign operations, whose net assets and results of operations are exposed to foreign currency translation risk when translated into U.S. Dollars upon consolidation into [removed: Invesco Ltd. A strengthening U.S. Dollar has a negative impact on the company's foreign currency denominated earnings when presented in U.S. Dollars.][added: Invesco.]

The company's most significant foreign exchange rate risk exposure relates to the translation of Pound Sterling-denominated [added: and Euro-denominated] transactions into the U.S. Dollar reporting currency.

Item 8, Financial Statements and Supplementary Data, Note [removed: 19,] [added: 17,] "Geographic Information," contains disclosure of revenue by geography.

The company is [added: also] exposed to foreign [removed: exchange revaluation into the Consolidated Statements of Income] [added: currency translation risk] on monetary assets and liabilities that are held by subsidiaries in different functional currencies than the subsidiaries' functional currencies.

Net foreign exchange revaluation [removed: losses] [added: gains] were [removed: $1.1] [added: $2.4] million in [removed: 2021 (2020: $4.5] [added: 2022 (2021: $1.1] million of losses) and are included in general and administrative expenses and other gains and losses, net on the Consolidated Statements of Income.

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| | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity investments (1) | | | 325.0 | | | | | | 357.5 | | | | | | 292.5 | | | | | | | | | | | | | | | | | | | | |

| Net investments in CIP (2) | | | 376.8 | | | | | | 454.8 | | | | | | 339.1 | | | | | | | | | | | | | | | | | | | | |

The assets of CIP include investments which are measured at fair value.

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A strengthening U.S. Dollar has a negative impact on the company's foreign currency denominated earnings when presented in U.S. Dollars.

The impact of the revaluation is recorded in the Consolidated Statements of Income.

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| Equity investments (a) | | | 337.9 | | | | | | 371.7 | | | | | | 304.1 | | | | | | | | | | | | | | | | | | | | |

| Direct investments in CIP (b) | | | 461.2 | | | | | | 507.3 | | | | | | 415.1 | | | | | | | | | | | | | | | | | | | | |

(b)These represent Invesco’s direct investments in investment products that are consolidated.

| $ in millions | | | December 31, 2021 | | | | | | December 31, 2020 | | |

The company’s put option contract to hedge its Pound-Sterling-based operating income expired on June 30, 2020.

Revenues from external customers earned in the U.K. is an indicator of the company's exposure to the Pound Sterling; however, expenses incurred in the U.K. provide a natural offset to the company's exposure to the Pound Sterling.

We continue to monitor our exposure to foreign exchange revaluation and have put in place net investment hedge structures discussed in Part II, Item 8, Financial Statements, Note 11--"Other Comprehensive Income/(Loss)."

Invesco Ltd. [removed: (Invesco] [added: (the Parent) and its consolidated subsidiaries (collectively, Invesco] or the company) is an independent investment management firm dedicated to delivering an investment experience that helps people get more out of life.

With [removed: more than 8,500] [added: approximately 8,600] employees and an on-the-ground presence in more than 20 countries, Invesco is well positioned to meet the needs of investors across the globe.

We have a significant presence in the retail and institutional markets within the investment management industry in the Americas, [removed: EMEA (Europe,] [added: Europe,] Middle East and [removed: Africa)] [added: Africa (EMEA)] and [removed: Asia-Pacific,] [added: Asia-Pacific (APAC),] serving clients in more than 110 countries.

As of December 31, [removed: 2021,] [added: 2022,] the firm managed approximately [removed: $1.6] [added: $1.4] trillion in assets for investors around the world.

The key drivers of success for Invesco are long-term investment performance, high-quality client service and effective distribution [removed: relationships,] [added: relationships] delivered across a diverse spectrum of investment management capabilities, distribution channels, geographic areas and market exposures.

Through our focus on these areas, we seek to deliver better outcomes for clients and generate competitive investment results, positive net flows, increased [removed: assets under management (AUM)] [added: AUM] and associated revenues.

[removed: Invesco Ltd.] [added: The company] is organized under the laws of Bermuda.

Our common shares are listed and traded on the New York Stock Exchange [added: (NYSE)] under the symbol “IVZ.” We maintain a website at www.invesco.com/corporate.

Invesco provides a [added: comprehensive range of capabilities, a] robust set of [removed: capabilities] [added: value-added services] and [removed: creates] investment solutions that deliver key outcomes aligned to their investment objectives.

Invesco sponsors [removed: 89] [added: 72] ETFs [added: each] with greater than $500 million in [removed: assets.][added: AUM.]

- The asset management industry is experiencing pressure on net revenue yield, arising from increased use of [removed: low fee] [added: low-fee] passive products and further concentration within channel distribution partners (which increases their ability to negotiate pricing).

Invesco continues to work proactively with regulators around the world to better understand and help shape the evolving [added: regulatory landscape.]

[removed: Efforts to further modernize and strengthen our global platform will enhance our ability to] compete effectively across markets while complying with the variety of applicable regulatory regimes.

- Although the developed markets in the [removed: US] [added: U.S.] and Europe are the two largest markets for financial assets by a wide margin, other key emerging markets in the world, such as Greater [removed: China and India,] [added: China,] are growing faster and are positioned for greater future growth over the long term.

In particular, the Chinese mutual fund management industry has grown from zero to [removed: more than] [added: nearly] $4 trillion, and it is expected to become the second-largest fund management market in the world [removed: in] [added: by] 2025 with [removed: more than] [added: nearly] $6 trillion in assets.

Our asset classes, broadly defined, include [removed: money market, balanced,] equity, fixed [removed: income] [added: income, balanced, alternatives] and [removed: alternatives.][added: money market.]

We offer custom solutions across all asset classes and increasingly incorporate [added: financially material] ESG considerations into our investment [removed: decisions] [added: capabilities] and [removed: products.][added: processes.]

| [removed: Money Market] [added: Equity] | | | [removed: Balanced] [added: Fixed Income] | | | [removed: Equity] [added: Balanced] | | | [removed: Fixed Income] [added: Alternatives] | | | [removed: Alternatives] [added: Money Market] | | |

| [removed: ●Custom] [added: ● Custom] Solutions | | | [removed: ●Custom] [added: ● Custom] Solutions | | | [removed: ●Custom] [added: ● Custom] Solutions | | | [removed: ●Custom] [added: ● Custom] Solutions | | | [removed: ●Custom] [added: ● Custom] Solutions | | |

| [removed: ●Environmental,] [added: ● Environmental,] Social and Governance | | | [removed: ●Environmental,] [added: ● Environmental,] Social and Governance | | | [removed: ●Environmental,] [added: ● Environmental,] Social and Governance | | | [removed: ●Environmental,] [added: ● Environmental,] Social and Governance | | | [removed: ●Environmental, Social and Governance] [added: ● Cash Plus] | | |

| [removed: ●Cash Plus] [added: ● Core/Value/Growth Style] | | | [removed: ●Balanced Risk] [added: ● Buy and Hold] | | | [removed: ●Core/Value/Growth Style] [added: ● Balanced Risk] | | | [removed: ●Buy and Hold] [added: ● Absolute Return] | | | [removed: ●Absolute Return] [added: ● Government/Treasury] | | |

| [removed: ●Government/Treasury] [added: ● Emerging Markets] | | | [removed: ●Global/Regional] [added: ● Convertibles] | | | [removed: ●Emerging Markets] [added: ● Global/Regional] | | | [removed: ●Convertibles] [added: ● Commodities] | | | [removed: ●Commodities] [added: ● Prime] | | |

| [removed: ●Prime] [added: ● International/Global] | | | ● [removed: Single Country] [added: Core/Core Plus] | | | [removed: ●International/Global] [added: ● Single Country] | | | [removed: ●Core/Core Plus] [added: ● Currencies] | | | [removed: ●Currencies] [added: ● Taxable] | | |

| [removed: ●Taxable] [added: ● Large/Mid/Small Cap] | | | [removed: ●Target Date] [added: ● Emerging Markets] | | | [removed: ●Large/Mid/Small Cap] [added: ● Target Date] | | | [removed: ●Emerging Markets] [added: ● Direct Lending] | | | [removed: ●Direct Lending] [added: ● Tax-Free] | | |

| [removed: ●Tax-Free] [added: ● Low Volatility/Defensive] | | | [removed: ●Target Risk] [added: ● Government Bonds] | | | [removed: ●Low Volatility/Defensive] [added: ● Target Risk] | | | [removed: ●Government Bonds] [added: ● Distressed Debt] | | | [removed: ●Distressed Debt] | | |

| [added: ● Passive/Enhanced] | | | [removed: ●Traditional Balanced] [added: ● High-Yield Bonds] | | | [removed: ●Passive/Enhanced] [added: ● Traditional Balanced] | | | [removed: ●High-Yield Bonds] [added: ● Financial Structures] | | | [removed: ●Financial Structures] | | |

| [added: ● Regional/Single Country] | | | [added: ● International/Global] | | | [removed: ●Regional/Single Country] | | | [removed: ●International/Global] [added: ● Global Macro] | | | [removed: ●Global Macro] | | |

| [added: ● Smart Beta/Factor-based] | | | [added: ● Investment Grade Credit] | | | [removed: ●Smart Beta/Factor-based] | | | [removed: ●Investment Grade Credit] [added: ● Infrastructure and MLPs] | | | [removed: ●Infrastructure and MLPs] | | |

| [added: ● Thematic/Sector] | | | [added: ● Multi-Sector] | | | [removed: ●Thematic/Sector] | | | [removed: ●Multi-Sector] [added: ● Long/Short Equity] | | | [removed: ●Long/Short Equity] | | |

| | | | [added: ● Municipal Bonds] | | | | | | [removed: ●Municipal Bonds] [added: ● Managed Futures] | | | [removed: ●Managed Futures] | | |

| | | | [added: ● Passive/Enhanced] | | | | | | [removed: ●Passive/Enhanced] [added: ● Multi-Alternatives] | | | [removed: ●Multi-Alternatives] | | |

| | | | [added: ● Regional/Single Country] | | | | | | [removed: ●Regional/Single Country] [added: ● Private Real Estate] | | | [removed: ●Private Real Estate] | | |

| | | | [removed: | | |] [added: ● Short/Ultra-Short Duration] | | | [removed: ●Short/Ultra-Short Duration] | | | [removed: ●Public] [added: ● Public] Real Estate Securities | | | [added: | | |]

| | | | [added: ● Stable Value] | | | | | | [removed: ●Stable Value] [added: ● Senior Secured Loans] | | | [removed: ●Senior Secured Loans] | | |

| | | | [added: ● Structured Securities] | | | | | | [removed: ●Structured Securities] | | | | | |

| | | | [added: ● Smart Beta/Factor-based] | | | | | | [removed: ●Smart Beta/Factor-based] | | | | | |

Retail AUM typically [removed: originates] [added: originate] from clients investing into funds available to the public in the form of shares or units.

Institutional AUM [removed: originates] [added: originate] from entities such as individual corporate clients, insurance companies, endowments, foundations, government authorities, universities or charities.

AUM [removed: amounts] disclosed as retail channel AUM [removed: represents] [added: include] AUM distributed by the company's retail sales [removed: team; whereas AUM amounts disclosed as institutional channel AUM represents AUM distributed by the company's institutional sales] team.

| ● Individual Savings Accounts [removed: (ISA)] | | | | | | ● Institutional Separate Accounts | | | | | |

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Invesco is the 4th largest exchange-traded funds (ETFs) provider globally.

- Environmental, social and governance (ESG) investing is one of the fastest-growing segments of the asset management industry.

Invesco offers a broad range of ESG investment capabilities, which enables clients to align their investments with their values.

Our approach is "client-led" and "investment-driven" – that is, we seek to offer clients investment products tailored to their specific investment objectives.

We offer a broad range of ESG capabilities for clients seeking strategies that align with their interests and investment objectives.

We deliver these capabilities through equities, fixed income, multi-asset, alternatives, real estate, ETFs and custom solutions.

We also integrate financially material ESG considerations in our investment capabilities.

Efforts to further modernize and strengthen our global platform will enhance our ability to

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Building on nearly two decades' presence in the market, Invesco is the largest foreign-owned asset manager with an onshore presence in China.

Our Global ESG team provides support and analysis, while our investment managers maintain discretion on portfolio decisions.

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AUM disclosed as institutional channel AUM include AUM distributed by the company's institutional sales team.

| ● ETFs | | | | | | ● ETFs | | | | | |

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| c Americas | | | 999.4 | | | | | | (11.8) | | % | | | |

| c EMEA | | | 186.3 | | | | | | (19.4) | | % | | | |

| c APAC | | | 223.5 | | | | | | (9.6) | | % | | | |

| Total | | | 1,409.2 | | | | | | | | | | | |

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| c Retail | | | 872.3 | | | | | | (21.2) | | % | | | |

| c Institutional | | | 536.9 | | | | | | 6.4 | | % | | | |

| Total | | | 1,409.2 | | | | | | | | | | | |

| c Equity | | | 637.0 | | | | | | (24.3) | | % | | | |

| c Fixed Income | | | 313.7 | | | | | | (6.3) | | % | | | |

| c Balanced | | | 67.1 | | | | | | (24.3) | | % | | | |

| c Money Market | | | 203.5 | | | | | | 36.8 | | % | | | |

| c Alternatives | | | 187.9 | | | | | | (4.7) | | % | | | |

| Total | | | 1,409.2 | | | | | | | | | | | |

| c Active | | | 976.2 | | | | | | (9.8) | | % | | | |

| c Passive | | | 433.0 | | | | | | (18.1) | | % | | | |

| Total | | | 1,409.2 | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

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37% of senior managers worldwide being women (2021: 35%).

Across Invesco offices, we carefully manage our operational activities with a focus on using natural resources wisely, increasing efficiencies wherever possible and providing a safe and healthy workplace for employees and visitors.

This is the foundation of our environmental, health and safety management approach.

Table of Contents

- The global pandemic that began in 2020 is continuing to drive fundamental changes in the ways asset managers engage with clients, manage their businesses and deliver investment outcomes.

Many of the changes that were under way in 2020 have been meaningfully accelerated by the pandemic, including efforts to further digitize the client experience, using data analytics to better anticipate and understand client needs as part of providing solutions-oriented outcomes, and leveraging technology to better connect with our clients and among our employees.

Firms within and outside the industry have also had to evolve their cultures to serve and accommodate a workforce that is primarily remote.

Invesco is the #3 provider of smart beta AUM in the US.

- Environmental, social and governance (ESG) investing has received increased attention in the asset management industry with the belief that incorporating ESG into investing is essential to creating sustainable value and effectively mitigating risk.

Invesco's intention is to fully integrate ESG factors over time into the investment process.

regulatory landscape.

AUM disclosure by distribution channel represents consolidated AUM distributed by type of sales team.

| ● Exchange-traded Funds (ETF) | | | | | | ● Exchange-traded Funds (ETF) | | | | | |

| c Americas | | | 1,132.5 | | | | | | 18.0 | | % | | | |

| c UK | | | 59.6 | | | | | | (10.9) | | % | | | |

| c EMEA Ex UK | | | 171.5 | | | | | | 13.0 | | % | | | |

| c Asia Pacific | | | 247.3 | | | | | | 44.4 | | % | | | |

| Total | | | 1,610.9 | | | | | | | | | | | |

| c Retail | | | 1,106.5 | | | | | | 16.8 | | % | | | |

| c Institutional | | | 504.4 | | | | | | 25.2 | | % | | | |

| c Equity | | | 841.6 | | | | | | 22.0 | | % | | | |

| c Fixed Income | | | 334.8 | | | | | | 13.0 | | % | | | |

| c Balanced | | | 88.6 | | | | | | 12.3 | | % | | | |

| c Money Market | | | 148.8 | | | | | | 37.1 | | % | | | |

| c Alternatives | | | 197.1 | | | | | | 11.7 | | % | | | |

| c Active | | | 1,082.5 | | | | | | 10.5 | | % | | | |

| c Passive | | | 528.4 | | | | | | 42.6 | | % | | | |

During 2021, the COVID-19 pandemic continued to be a worldwide public health and business phenomenon.

Our top priority since the beginning of the pandemic has been the health and well-being of our worldwide employees.

In addition to other actions taken, we continue to assess the general well-being of our employees and their ability to stay healthy, productive and connected.

We regularly conduct confidential surveys of our employees to gauge their sentiment across a variety of engagement categories, including questions related to compensation, benefits, work/life balance, career development, inclusion, teamwork and leadership.

We believe asset managers have a crucial role to play in supporting investment aligned with global efforts to reduce the impact of climate change on our planet.

We recently signed the Net Zero Asset Managers initiative, joining other asset managers to support the global goal of reaching net zero greenhouse gas emissions by 2050 or sooner.

See Item 8, Financial Statements and Supplementary Data, Note [removed: 20,] [added: 18,] "Commitments and Contingencies" for information regarding legal proceedings.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

At June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting stock held by non-affiliates was [removed: $9.1] [added: $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, [removed: 2022,] [added: 2023,] the most recent practicable date, the number of Common Shares outstanding was [removed: 460,750,636.][added: 454,751,498.]

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, [removed: 2021.][added: 2022.]

| [Special Cautionary Note Regarding Forward-Looking [removed: Statements](#i015dee1663fb4f748c748bda81c7c870_10)] [added: Statements](#i36c84f6effac480aa73230a0a0afc1e1_15942918604840)] | | | [removed: [3](#i015dee1663fb4f748c748bda81c7c870_10)] [added: [1](#i36c84f6effac480aa73230a0a0afc1e1_15942918604840)] | | |

| [Item 1. [removed: Business](#i015dee1663fb4f748c748bda81c7c870_16)] [added: Business](#i36c84f6effac480aa73230a0a0afc1e1_16)] | | | [removed: [4](#i015dee1663fb4f748c748bda81c7c870_16)] [added: [2](#i36c84f6effac480aa73230a0a0afc1e1_16)] | | |

| [Item 1A. Risk [removed: Factors](#i015dee1663fb4f748c748bda81c7c870_19)] [added: Factors](#i36c84f6effac480aa73230a0a0afc1e1_19)] | | | [removed: [11](#i015dee1663fb4f748c748bda81c7c870_19)] [added: [9](#i36c84f6effac480aa73230a0a0afc1e1_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i015dee1663fb4f748c748bda81c7c870_22)] [added: Comments](#i36c84f6effac480aa73230a0a0afc1e1_22)] | | | [removed: [25](#i015dee1663fb4f748c748bda81c7c870_22)] [added: [23](#i36c84f6effac480aa73230a0a0afc1e1_22)] | | |

| [Item 2. [removed: Properties](#i015dee1663fb4f748c748bda81c7c870_25)] [added: Properties](#i36c84f6effac480aa73230a0a0afc1e1_25)] | | | [removed: [25](#i015dee1663fb4f748c748bda81c7c870_25)] [added: [23](#i36c84f6effac480aa73230a0a0afc1e1_25)] | | |

| [Item 3. Legal [removed: Proceedings](#i015dee1663fb4f748c748bda81c7c870_28)] [added: Proceedings](#i36c84f6effac480aa73230a0a0afc1e1_28)] | | | [removed: [25](#i015dee1663fb4f748c748bda81c7c870_28)] [added: [24](#i36c84f6effac480aa73230a0a0afc1e1_28)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i015dee1663fb4f748c748bda81c7c870_31)] [added: Disclosures](#i36c84f6effac480aa73230a0a0afc1e1_31)] | | | [removed: [25](#i015dee1663fb4f748c748bda81c7c870_31)] [added: [24](#i36c84f6effac480aa73230a0a0afc1e1_31)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i015dee1663fb4f748c748bda81c7c870_37)] [added: Securities](#i36c84f6effac480aa73230a0a0afc1e1_37)] | | | [removed: [26](#i015dee1663fb4f748c748bda81c7c870_37)] [added: [25](#i36c84f6effac480aa73230a0a0afc1e1_37)] | | |

| [Item 6. [removed: \[Reserved\]](#i015dee1663fb4f748c748bda81c7c870_40)] [added: \[Reserved\]](#i36c84f6effac480aa73230a0a0afc1e1_40)] | | | [removed: [28](#i015dee1663fb4f748c748bda81c7c870_40)] [added: [27](#i36c84f6effac480aa73230a0a0afc1e1_40)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i015dee1663fb4f748c748bda81c7c870_43)] [added: Operations](#i36c84f6effac480aa73230a0a0afc1e1_43)] | | | [removed: [28](#i015dee1663fb4f748c748bda81c7c870_43)] [added: [27](#i36c84f6effac480aa73230a0a0afc1e1_43)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i015dee1663fb4f748c748bda81c7c870_94)] [added: Risk](#i36c84f6effac480aa73230a0a0afc1e1_91)] | | | [removed: [63](#i015dee1663fb4f748c748bda81c7c870_94)] [added: [59](#i36c84f6effac480aa73230a0a0afc1e1_91)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i015dee1663fb4f748c748bda81c7c870_100)] [added: Data](#i36c84f6effac480aa73230a0a0afc1e1_94)] | | | [removed: [66](#i015dee1663fb4f748c748bda81c7c870_100)] [added: [62](#i36c84f6effac480aa73230a0a0afc1e1_94)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i015dee1663fb4f748c748bda81c7c870_205)] [added: Disclosure](#i36c84f6effac480aa73230a0a0afc1e1_190)] | | | [removed: [114](#i015dee1663fb4f748c748bda81c7c870_205)] [added: [102](#i36c84f6effac480aa73230a0a0afc1e1_190)] | | |

| [Item 9A. Controls and [removed: Procedures](#i015dee1663fb4f748c748bda81c7c870_208)] [added: Procedures](#i36c84f6effac480aa73230a0a0afc1e1_193)] | | | [removed: [114](#i015dee1663fb4f748c748bda81c7c870_208)] [added: [102](#i36c84f6effac480aa73230a0a0afc1e1_193)] | | |

| [Item 9B. Other [removed: Information](#i015dee1663fb4f748c748bda81c7c870_211)] [added: Information](#i36c84f6effac480aa73230a0a0afc1e1_196)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_211)] [added: [102](#i36c84f6effac480aa73230a0a0afc1e1_196)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i015dee1663fb4f748c748bda81c7c870_217)] [added: Governance](#i36c84f6effac480aa73230a0a0afc1e1_205)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_217)] [added: [103](#i36c84f6effac480aa73230a0a0afc1e1_205)] | | |

| [Item 11. Executive [removed: Compensation](#i015dee1663fb4f748c748bda81c7c870_220)] [added: Compensation](#i36c84f6effac480aa73230a0a0afc1e1_208)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_220)] [added: [103](#i36c84f6effac480aa73230a0a0afc1e1_208)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i015dee1663fb4f748c748bda81c7c870_223)] [added: Matters](#i36c84f6effac480aa73230a0a0afc1e1_211)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_223)] [added: [103](#i36c84f6effac480aa73230a0a0afc1e1_211)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i015dee1663fb4f748c748bda81c7c870_226)] [added: Independence](#i36c84f6effac480aa73230a0a0afc1e1_214)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_226)] [added: [103](#i36c84f6effac480aa73230a0a0afc1e1_214)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i015dee1663fb4f748c748bda81c7c870_229)] [added: Services](#i36c84f6effac480aa73230a0a0afc1e1_217)] | | | [removed: [115](#i015dee1663fb4f748c748bda81c7c870_229)] [added: [103](#i36c84f6effac480aa73230a0a0afc1e1_217)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i015dee1663fb4f748c748bda81c7c870_235)] [added: Schedules](#i36c84f6effac480aa73230a0a0afc1e1_223)] | | | [removed: [116](#i015dee1663fb4f748c748bda81c7c870_235)] [added: [104](#i36c84f6effac480aa73230a0a0afc1e1_223)] | | |

| [Item 16. Form 10-K [removed: Summary](#i015dee1663fb4f748c748bda81c7c870_238)] [added: Summary](#i36c84f6effac480aa73230a0a0afc1e1_226)] | | | [removed: [116](#i015dee1663fb4f748c748bda81c7c870_238)] [added: [104](#i36c84f6effac480aa73230a0a0afc1e1_226)] | | |

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 [added: (U.S.)] securities laws.

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 [removed: management,] [added: 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.

[removed: Although we make such statements based on assumptions that we believe to be reasonable, there] [added: There] can be no assurance that actual results will not differ materially from our expectations.

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

- the effect of non-performance by our counterparties, [removed: third party] [added: third-party] service providers and other key vendors to fulfill their obligations;

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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).

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| [Glossary of Defined Terms](#i36c84f6effac480aa73230a0a0afc1e1_10) | | | [i](#i36c84f6effac480aa73230a0a0afc1e1_10) | | |

| [PART I](#i36c84f6effac480aa73230a0a0afc1e1_13) | | | | | |

| [PART II](#i36c84f6effac480aa73230a0a0afc1e1_34) | | | | | |

| [Item 9C.](#i36c84f6effac480aa73230a0a0afc1e1_199) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i36c84f6effac480aa73230a0a0afc1e1_199) | | | [103](#i36c84f6effac480aa73230a0a0afc1e1_199) | | |

| [PART III](#i36c84f6effac480aa73230a0a0afc1e1_202) | | | | | |

| [PART IV](#i36c84f6effac480aa73230a0a0afc1e1_220) | | | | | |

| [Exhibits](#i36c84f6effac480aa73230a0a0afc1e1_229) | | | [104](#i36c84f6effac480aa73230a0a0afc1e1_229) | | |

| [Signatures](#i36c84f6effac480aa73230a0a0afc1e1_232) | | | [107](#i36c84f6effac480aa73230a0a0afc1e1_232) | | |

[Ta](#i36c84f6effac480aa73230a0a0afc1e1_7)[ble of Contents](#i36c84f6effac480aa73230a0a0afc1e1_7)

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 | | |

Table of Contents

| [PART I](#i015dee1663fb4f748c748bda81c7c870_13) | | | | | |

| [PART II](#i015dee1663fb4f748c748bda81c7c870_34) | | | | | |

| [PART III](#i015dee1663fb4f748c748bda81c7c870_214) | | | | | |

| [PART IV](#i015dee1663fb4f748c748bda81c7c870_232) | | | | | |

| [Exhibits](#i015dee1663fb4f748c748bda81c7c870_241) | | | [116](#i015dee1663fb4f748c748bda81c7c870_241) | | |

| [Signatures](#i015dee1663fb4f748c748bda81c7c870_244) | | | [120](#i015dee1663fb4f748c748bda81c7c870_244) | | |

None.

None

Our registered office is located in Hamilton, Bermuda, and our corporate headquarters is in leased office space at 1555 Peachtree Street N.E., Suite 1800, Atlanta, Georgia, 30309, U.S.A. [added: In addition, Invesco's future headquarters, which will also be leased, will be located at 1331 Spring Street, Suite 2500, Atlanta, Georgia, 30309, U.S.A.] Our principal regional centers are maintained in leased facilities, except as noted below, in the following locations:

- [removed: Asia:] [added: APAC:] Champion Tower, No. 3 Garden Road, Hong Kong

We lease office space in [removed: 25] [added: over 20] countries.

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Not applicable.

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Not applicable

Table of Contents

[removed: Invesco Ltd. is organized under the laws of Bermuda, and our] [added: Our] common shares are listed and traded on the [removed: New York Stock Exchange] [added: NYSE] under the symbol “IVZ.” At January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 5,100] [added: 5,000] holders of record of our common shares.

The following graph illustrates the cumulative total shareholder return of our common shares over the five-year period beginning from the market close on the last trading day of [removed: 2016] [added: 2017] through and including the last trading day in the fiscal year ended December 31, [removed: 2021] [added: 2022] and compares it to the cumulative total return of the [removed: Standard and Poor's (S&P)] [added: S&P] 500 Index and to a group of peer investment management companies.

[removed: ][added: ]

Note: [removed: Current] Asset Manager Index includes [removed: AB,] [added: Alliance Bernstein,] Bank of New York Mellon, BlackRock, Franklin Resources,

The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021] [added: 2022] and is incorporated by reference in this Report.

The following table shows common share repurchase activity during the three months ended December 31, [removed: 2021:][added: 2022:]

(1) An aggregate of [removed: 74,141] [added: 217,093] common shares were surrendered to us by Invesco employees to satisfy tax withholding obligations in connection with the vesting of equity awards during the three months ended December 31, [removed: 2021.][added: 2022.]

(2) At December 31, [removed: 2021,] [added: 2022,] a balance of [removed: $732.2] [added: $532.2] million remains available under the common share repurchase authorization approved by the Board on July 22, 2016.

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| October 1 - 31, 2022 | | | 8,697 | | | | | | $ | 14.24 | | | | | — | | | | | | $ | 532.2 | |

| November 1 - 30, 2022 | | | 6,407 | | | | | | $ | 19.26 | | | | | — | | | | | | $ | 532.2 | |

| December 1 - 31, 2022 | | | 201,989 | | | | | | $ | 19.01 | | | | | — | | | | | | $ | 532.2 | |

| | | | 217,093 | | | | | | | | | | | | — | | | | | | | | |

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Prior Asset Manager Index includes Affiliated Managers Group, AB, Ameriprise Financial, Bank of

New York Mellon, BlackRock, Charles Schwab, Eaton Vance, Federated Hermes, Franklin Resources, Invesco Ltd.,

Lazard, Northern Trust, Principal Financial, State Street and T.

Rowe Price

Table of Contents

| October 1 - 31, 2021 | | | 17,921 | | | | | | $ | 24.86 | | | | | — | | | | | | $ | 732.2 | |

| November 1 - 30, 2021 | | | 17,780 | | | | | | $ | 25.98 | | | | | — | | | | | | $ | 732.2 | |

| December 1 - 31, 2021 | | | 38,440 | | | | | | $ | 23.47 | | | | | — | | | | | | $ | 732.2 | |

| | | | 74,141 | | | | | | | | | | | | — | | | | | | | | |

| [Annual Report of Management on Internal Control over Financial [removed: Reporting](#i015dee1663fb4f748c748bda81c7c870_103)] [added: Reporting](#i36c84f6effac480aa73230a0a0afc1e1_97)] | | | [removed: [67](#i015dee1663fb4f748c748bda81c7c870_103)] [added: [63](#i36c84f6effac480aa73230a0a0afc1e1_97)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i015dee1663fb4f748c748bda81c7c870_106)] [added: Firm](#i36c84f6effac480aa73230a0a0afc1e1_100)] (PCAOB ID 238) | | | [removed: [68](#i015dee1663fb4f748c748bda81c7c870_106)] [added: [64](#i36c84f6effac480aa73230a0a0afc1e1_100)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021 and 2020](#i015dee1663fb4f748c748bda81c7c870_109)] [added: 202](#i36c84f6effac480aa73230a0a0afc1e1_103)[2](#i36c84f6effac480aa73230a0a0afc1e1_103) [and 202](#i36c84f6effac480aa73230a0a0afc1e1_103)1] | | | [removed: [70](#i015dee1663fb4f748c748bda81c7c870_109)] [added: [66](#i36c84f6effac480aa73230a0a0afc1e1_103)] | | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020 and 2019](#i015dee1663fb4f748c748bda81c7c870_112)] [added: 202](#i36c84f6effac480aa73230a0a0afc1e1_106)[2](#i36c84f6effac480aa73230a0a0afc1e1_106)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_106)[1](#i36c84f6effac480aa73230a0a0afc1e1_106) [and](#i36c84f6effac480aa73230a0a0afc1e1_106) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] | | | [removed: [71](#i015dee1663fb4f748c748bda81c7c870_112)] [added: [67](#i36c84f6effac480aa73230a0a0afc1e1_106)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020 and 2019](#i015dee1663fb4f748c748bda81c7c870_115)] [added: 202](#i36c84f6effac480aa73230a0a0afc1e1_109)[2](#i36c84f6effac480aa73230a0a0afc1e1_109)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_109)[1](#i36c84f6effac480aa73230a0a0afc1e1_109) [and](#i36c84f6effac480aa73230a0a0afc1e1_109) [20](#i36c84f6effac480aa73230a0a0afc1e1_109)20] | | | [removed: [72](#i015dee1663fb4f748c748bda81c7c870_115)] [added: [68](#i36c84f6effac480aa73230a0a0afc1e1_109)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31, 2021, 2020 and 2019](#i015dee1663fb4f748c748bda81c7c870_118)] [added: 31,](#i36c84f6effac480aa73230a0a0afc1e1_112) [2022, 2021 and](#i36c84f6effac480aa73230a0a0afc1e1_106) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] | | | [removed: [73](#i015dee1663fb4f748c748bda81c7c870_118)] [added: [69](#i36c84f6effac480aa73230a0a0afc1e1_112)] | | |

| [Consolidated Statements of Changes in Equity as of and for the years ended December 31, [removed: 2021, 2020 and 2019](#i015dee1663fb4f748c748bda81c7c870_121)] [added: 202](#i36c84f6effac480aa73230a0a0afc1e1_115)[2](#i36c84f6effac480aa73230a0a0afc1e1_115)[, 202](#i36c84f6effac480aa73230a0a0afc1e1_115)[1](#i36c84f6effac480aa73230a0a0afc1e1_115) [and](#i36c84f6effac480aa73230a0a0afc1e1_115) [2020](#i36c84f6effac480aa73230a0a0afc1e1_103)] | | | [removed: [74](#i015dee1663fb4f748c748bda81c7c870_121)] [added: [70](#i36c84f6effac480aa73230a0a0afc1e1_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i015dee1663fb4f748c748bda81c7c870_124)] [added: Statements](#i36c84f6effac480aa73230a0a0afc1e1_118)] | | | [removed: [77](#i015dee1663fb4f748c748bda81c7c870_124)] [added: [73](#i36c84f6effac480aa73230a0a0afc1e1_118)] | | |

Under the supervision, and with the participation of the chief executive officer and chief financial officer, management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

In making this assessment, management used the criteria set forth by the [added: Internal Control - Integrated Framework (2013) issued by] Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO) in Internal Control - Integrated Framework (2013).][added: (COSO).]

Based on this assessment, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The company's independent registered public accounting firm, PricewaterhouseCoopers LLP, [removed: have] [added: has] issued a report on the effectiveness of our internal control over financial reporting, which is included herein.

We have audited the accompanying consolidated balance sheets of Invesco Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, [added: of] comprehensive income, [added: of] changes in equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Annual Report of Management on Internal Control over Financial [removed: Reporting.][added: Reporting appearing under Item 8.]

As described in Notes 1 and [removed: 17] [added: 15] to the consolidated financial statements, the Company recorded income tax expense of [removed: $531.1] [added: $322.2] million for the year ended December 31, [removed: 2021,] [added: 2022,] and had net deferred tax assets of [removed: $274.9] [added: $249.1] million, including a valuation allowance of [removed: $86.7] [added: $93.5] million, and total gross unrecognized income tax benefits of [removed: $86.6] [added: $100.2] million as of December 31, [removed: 2021, $71.9] [added: 2022, $83.5] million of which would affect the Company's effective tax rate if recognized in future periods.

As disclosed by management, significant judgment is required in the determination of the Company’s annual income tax [removed: provisions,] [added: provision,] which includes the assessment of deferred tax assets and uncertain tax positions, as well as the interpretation and application of existing and newly enacted tax laws, regulation changes, and new judicial rulings.

| $ in millions, except per share data | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | [added: 1,234.7 | | | | | |] 1,896.4 | | | | | | 1,408.4 | | |

| Accounts receivable | | | [removed: 785.0] [added: 801.8] | | | | | | [removed: 741.1] [added: 785.0] | | |

| Investments | | | [removed: 926.3] [added: 996.6] | | | | | | [removed: 826.8] [added: 926.3] | | |

| Assets of [removed: consolidated investment products (CIP):] [added: CIP:] | | | | | | | | | | | |

| Cash and cash equivalents of CIP | | | [added: 199.4 | | | | | |] 250.7 | | | | | | 301.7 | | |

| Accounts receivable and other assets of CIP | | | [removed: 532.6] [added: 203.7] | | | | | | [removed: 175.5] [added: 532.6] | | |

| Investments of CIP | | | [removed: 9,042.5] [added: 8,531.4] | | | | | | [removed: 7,910.0] [added: 9,042.5] | | |

| Assets held for policyholders | | | [removed: 1,893.6] [added: 668.7] | | | | | | [removed: 7,582.1] [added: 1,893.6] | | |

| Property, equipment and software, net | | | [removed: 518.1] [added: 561.1] | | | | | | [removed: 563.8] [added: 518.1] | | |

| Intangible assets, net | | | [removed: 7,228.0] [added: 7,141.2] | | | | | | [removed: 7,305.6] [added: 7,228.0] | | |

| Goodwill | | | [removed: 8,882.5] [added: 8,557.7] | | | | | | [removed: 8,916.3] [added: 8,882.5] | | |

| Total assets | | | [removed: 32,685.6] [added: 29,756.8] | | | | | | [removed: 36,504.1] [added: 32,685.6] | | |

| Accrued compensation and benefits | | | [removed: 1,062.3] [added: 860.8] | | | | | | [removed: 973.7] [added: 1,062.3] | | |

| Accounts payable and accrued expenses | | | [removed: 1,065.3] [added: 1,314.8] | | | | | | [removed: 1,920.4] [added: 1,157.1] | | |

| Debt of CIP | | | [removed: 7,336.1] [added: 6,590.4] | | | | | | [removed: 6,714.1] [added: 7,336.1] | | |

| Other liabilities of CIP | | | [removed: 846.3] [added: 329.6] | | | | | | [removed: 588.6] [added: 846.3] | | |

| Policyholder payables | | | [removed: 1,893.6] [added: 668.7] | | | | | | [removed: 7,582.1] [added: 1,893.6] | | |

| Debt | | | [removed: 2,085.1] [added: 1,487.6] | | | | | | [removed: 2,082.6] [added: 2,085.1] | | |

| Deferred tax liabilities, net | | | [removed: 1,626.3] [added: 1,662.7] | | | | | | [removed: 1,523.5] [added: 1,626.3] | | |

| Total liabilities | | | [removed: 16,006.8] [added: 12,914.6] | | | | | | [removed: 21,483.4] [added: 16,006.8] | | |

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February 22, 2023

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| Other assets | | | 860.5 | | | | | | 729.9 | | |

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| Net income | | | 925.5 | | | | | | 1,969.4 | | | | | | 807.5 | | |

| Dividends declared on preferred shares | | | (236.8) | | | | | | (236.8) | | | | | | (236.8) | | |

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| Net income | | | 925.5 | | | | | | 1,969.4 | | | | | | 807.5 | | |

| Repayment of senior notes | | | (600.0) | | | | | | — | | | | | | — | | |

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| January 1, 2022 | | | 4,010.5 | | | | | | 113.2 | | | | | | 7,688.0 | | | | | | (3,043.6) | | | | | | 7,169.2 | | | | | | (441.5) | | | | | | 15,495.8 | | | | | | 672.2 | | | | | | 16,168.0 | | | | | | 510.8 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 920.7 | | | | | | — | | | | | | 920.7 | | | | | | 8.8 | | | | | | 929.5 | | | | | | (4.0) | | |

| December 31, 2022 | | | 4,010.5 | | | | | | 113.2 | | | | | | 7,554.9 | | | | | | (3,040.9) | | | | | | 7,518.3 | | | | | | (942.4) | | | | | | 15,213.6 | | | | | | 629.9 | | | | | | 15,843.5 | | | | | | 998.7 | | |

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Invesco Ltd.

Basis of Presentation

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

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As a practical expedient, the company may elect to use NAV as the fair value for certain CIP.

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An impairment test is performed if an impairment indicator is identified.

These contracts are considered interchangeable because investors may freely transfer between funds.

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Under the two-class method, net income attributable to Invesco.

There is no difference between the calculated EPS amounts attributable to Invesco.

and the calculated EPS amounts under the two-class method.

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February 17, 2022

| Unsettled fund receivables | | | 92.8 | | | | | | 109.4 | | |

| Prepaid assets | | | 166.0 | | | | | | 149.2 | | |

| Other assets | | | 471.1 | | | | | | 514.2 | | |

| Unsettled fund payables | | | 91.8 | | | | | | 98.4 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Invesco Ltd.

| Collateral received/(posted), net | | | — | | | | | | — | | | | | | 26.0 | | |

| Purchase of business, net of cash acquired | | | — | | | | | | — | | | | | | 290.5 | | |

| Net borrowings/(repayments) under credit facility | | | — | | | | | | — | | | | | | (330.8) | | |

____________

| Issuance of shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| January 1, 2019 | | | — | | | | | | 98.1 | | | | | | 6,334.8 | | | | | | (3,003.6) | | | | | | 5,884.5 | | | | | | (735.0) | | | | | | 8,578.8 | | | | | | 357.4 | | | | | | 8,936.2 | | | | | | 396.2 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 688.3 | | | | | | — | | | | | | 688.3 | | | | | | 9.5 | | | | | | 697.8 | | | | | | 40.0 | | |

| Issuance of shares | | | 4,010.5 | | | | | | 15.1 | | | | | | 1,438.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,463.8 | | | | | | — | | | | | | 5,463.8 | | | | | | — | | |

| December 31, 2019 | | | 4,010.5 | | | | | | 113.2 | | | | | | 7,860.8 | | | | | | (3,452.5) | | | | | | 5,917.8 | | | | | | (587.3) | | | | | | 13,862.5 | | | | | | 455.8 | | | | | | 14,318.3 | | | | | | 383.5 | | |

Accounting Pronouncements Recently Adopted

Income Taxes*.* On January 1, 2021, the company adopted Accounting Standards Update 2019-12, “Simplifying Accounting for Income Taxes” (ASU 2019-12).

The update simplifies various aspects related to income taxes and removes certain exceptions to the general principles in Topic 740.

The company has adopted ASU 2019-12 using a prospective approach and determined that there is no material impact upon adoption of this standard.

The company provides investment management services to, and has transactions with, various retail mutual funds and similar entities, 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.

Consolidation Analysis

The company inventories its funds by vehicle type on a quarterly basis.

Upon consolidation of an investment product, the company's gain or loss on its investment (before consolidation) eliminates with the company's share of the offsetting loss or gain in the fund.

Upon consolidation, the company's and the funds' accounting policies are effectively aligned, resulting in the reclassification of the company's gain or loss (representing the changes in the market value of the company's holding in the consolidated fund) from other comprehensive income into other gains/losses.

The net impact from consolidation of funds previously carried as available-for-sale investments to net income attributable to Invesco Ltd. in each period primarily represents the changes in the value of the company's holdings in its consolidated investment products.

Consolidation of CLOs

A significant portion of VIEs are CLOs.

CLOs are investment vehicles created for the sole purpose of issuing collateralized loan instruments that offer investors the opportunity for returns that vary with the risk level of their investment.

The notes issued by the CLOs are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt.

For managing the collateral of the CLO entities, the company earns investment management fees, including in some cases subordinated management fees, as well as contingent performance fees.

The company has invested in certain of the entities, generally taking a portion of the unrated, junior subordinated position.

The company's investments in CLOs are generally subordinated to other interests in the entities and entitle the company and other subordinated tranche investors to receive the residual cash flows, if any, from the entities.

The company's subordinated interest can take the form of (1) subordinated notes, (2) income notes or (3) preference/preferred shares.

The company has determined that, although the junior tranches have certain characteristics of equity, they should be accounted for and disclosed as debt on the company's Consolidated Balance Sheets, as the subordinated and income notes have a stated maturity indicating a date for which they are mandatorily redeemable.

The preference shares are also classified as debt, as redemption is required only upon liquidation or termination of the CLO and not of the company.

Management, with the participation of the chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities and Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, [removed: 2021.][added: 2022.]

Our independent registered public accounting firm PricewaterhouseCoopers LLP, [removed: have] [added: has] issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, [removed: 2021.][added: 2022.]

*Changes in Internal Control over Financial Reporting*

In the third quarter of 2022, the company implemented new core financial systems.

In connection with this implementation, we made changes to our internal control over financial reporting to align with the upgraded system functionality and updated processes.

There were no changes in internal control over financial reporting that occurred during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

None

Not applicable.

Not applicable

Invesco filed the certification of its Chief Executive Officer with the [removed: New York Stock Exchange (NYSE)] [added: NYSE] in [removed: 2021] [added: 2022] as required pursuant to Section 303A of the NYSE Listed Company Manual.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] under the captions “Our Executive Officers,” “Corporate Governance,” “Board of Directors,” [added: "Delinquent Section 16(a) Reports"] and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] under the captions “Board of Directors - Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] under the captions “Executive Compensation,” “Security Ownership of Principal Shareholders,” “Security Ownership of Management,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] under the captions “Corporate Governance,” “Certain Relationships and Related Transactions,” “Board of Directors,” “Related Person Transaction Policy,” and possibly elsewhere therein.

The information required by this Item will be included in the definitive Proxy Statement for the company's annual meeting of shareholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] under the captions “Fees Paid to Independent Registered Public Accounting Firm,” “Pre-Approval Process and Policy,” and possibly elsewhere therein.

(Note: Exhibits 10.3 through [removed: 10.25] [added: 10.19] and [removed: 10.27] [added: 10.21] through [removed: 10.30] [added: 10.24] are management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Report pursuant to Item 15(b) of this Report.

| 4.3 | | | [removed: [Supplemental] [added: [Second Supplemental] Indenture, dated November [removed: 8, 2012,] [added: 12, 2013,] for Invesco Finance PLC’s [removed: 3.125%] [added: 4.000%] Senior Notes due [removed: 2022,] [added: 2024,] among Invesco Finance PLC, the [removed: Guarantors] [added: company] and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November [removed: 9, 2012](http://www.sec.gov/Archives/edgar/data/914208/000119312512463639/d437529dex42.htm)] [added: 12, 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)] | | |

| [removed: 4.4] [added: 4.6] | | | [Form of [removed: 3.125%] [added: 4.000%] Senior Notes due [removed: 2022] [added: 2024] (included in Exhibit [removed: 4.3 hereto)](http://www.sec.gov/Archives/edgar/data/914208/000119312512463639/d437529dex42.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)] | | |

| [removed: 4.5] [added: 4.4] | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated November 12, 2013, for Invesco Finance PLC’s [removed: 4.000%] [added: 5.375%] Senior Notes due [removed: 2024,] [added: 2043,] among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, [removed: 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated [removed: November 12, 2013,] [added: October 14, 2015,] for Invesco Finance PLC’s [removed: 5.375%] [added: 3.750%] Senior Notes due [removed: 2043,] [added: 2026,] among Invesco Finance PLC, the company and The Bank of New York Mellon, as trustee, incorporated by reference to exhibit 4.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: November 12, 2013](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)] [added: October 14, 2015](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)] | | |

| 4.8 | | | [Form of [removed: 4.000%] [added: 3.750%] Senior Notes due [removed: 2024] [added: 2026] (included in Exhibit [removed: 4.5)](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex42.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/914208/000119312515343863/d87155dex42.htm)] | | |

| [removed: 4.9] [added: 4.7] | | | [Form of 5.375% Senior Notes due 2043 (included in Exhibit [removed: 4.6)](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)[4](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/914208/000119312513438535/d626953dex43.htm)] | | |

| [removed: 4.11] [added: 4.9] | | | [Description [removed: of Invesco Ltd's Securities](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm) [Securiti](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)[es of](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm) [Invesco Ltd](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)[.](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)['](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)[, incorporated by reference to exhibit 4.11 to Invesco’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000245/ex4112019descriptionof.htm)] | | |

| 10.1 | | | [Fifth Amended and Restated Credit Agreement, dated as of April 26, 2021, among Invesco Finance PLC, the company, the banks, financial institutions and other institutional lenders from time to time a party thereto and Bank of America, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm) [](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm)[incorporated] [added: agent incorporated] by reference to exhibit 10.6 to Invesco’s Quarterly Report on Form 10-Q for the period ended March 30, 2021, filed with the Securities and Exchange Commission on April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm) | | |

| 10.2 | | | [Fifth Amended and Restated Guaranty, dated as of April 26, 2021, with respect to the Fifth Amended and Restated Credit Agreement by the company in favor of Bank of America, N.A., as administrative agent, and the lenders party incorporated by reference to exhibit 10.6 to Invesco’s Quarterly Report on Form 10-Q for the period ended March 30, 2021, filed with the Securities and Exchange Commission on April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex106.htm) [to the Fifth Amended and Restated Credit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex107.htm) [incorporated] [added: Agreement incorporated] by reference to exhibit 10.7 to Invesco’s Quarterly Report on Form 10-Q for the period ended March 30, 2021, filed with the Securities and Exchange Commission on April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex107.htm) | | |

| 10.3 | | | [Invesco Ltd. 2016 Global Equity Plan, incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) [](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm)[exhibit 10.](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm)[1](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) [to] [added: to exhibit 10.1 to] Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 17, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000433/a2016geip06152021ex101.htm) | | |

| [removed: 10.9] [added: 10.12] | | | [Form of Restricted Stock Unit Award Agreement [removed: -Performance] [added: - Performance] Vesting [removed: (Feb 2019)-] [added: - for UCITS staff -] under the Invesco Ltd. 2016 Global Equity Incentive [removed: Plan,] [added: Plan (Feb 2020),] incorporated by reference to exhibit 10.2 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019,] [added: 2020,] filed with the Securities and Exchange Commission on April [removed: 25, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000227/ivz1q2019ex102.htm)] [added: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)] | | |

| [removed: 10.10] [added: 10.11] | | | [Form of Restricted Stock Unit Award Agreement [removed: -Performance] [added: - Time] Vesting [removed: (Feb 2019)] - [removed: with respect to Martin L. Flanagan] [added: for UCITS staff] - under the Invesco Ltd. 2016 Global Equity Incentive [removed: Plan,] [added: Plan (Feb 2020),] incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019,] [added: 2020,] filed with the Securities and Exchange Commission on April [removed: 25, 2019](http://www.sec.gov/Archives/edgar/data/914208/000091420819000227/ivz1q2019ex101.htm)] [added: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex101.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm)[,] [added: 2021),] incorporated by reference to exhibit 10.3 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm) [](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm)[July] [added: on July] 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex103.htm) | | |

| [removed: 10.12] [added: 10.10] | | | [Form of Restricted Stock Unit Award Agreement - Performance Vesting with respect to Martin L. Flanagan under the Invesco Ltd. 2016 Global Equity Incentive Plan, as amended and restated (May [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex104.htm)[,] [added: 2021),] incorporated by reference to exhibit 10.4 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex104.htm) | | |

| 10.13 | | | [Form of Restricted [removed: Stock] [added: Fund] Unit [removed: Award] Agreement - [removed: Time Vesting] [added: Upfront Awards] - for UCITS staff - under [removed: the] Invesco Ltd. [removed: 2016 Global Equity] [added: Deferred] Incentive [removed: Plan,] [added: Plan (Feb 2020),] incorporated by reference to exhibit [removed: 10.1] [added: 10.3] to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018,] [added: 2020,] filed with the Securities and Exchange Commission on April [removed: 26, 2018](http://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex101.htm)] [added: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm)] | | |

| 10.14 | | | [Form of Restricted Fund Unit Agreement [removed: - Upfront] [added: – Deferred] Awards [removed: -] [added: (Feb 2021) –] for UCITS staff [removed: (UK version) -] [added: –] under Invesco Ltd. Deferred Incentive Plan, incorporated by reference to exhibit [removed: 10.1] [added: 10.4] to Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018,] [added: 2021,] filed with the Securities and Exchange Commission on April [removed: 26, 2018](http://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex101.htm)] [added: 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)] | | |

| 10.15 | | | [Form of Restricted Stock [removed: Unit] Award Agreement [removed: - Time Vesting -] for [removed: UCITS staff -] [added: Non-Executive Directors] under the Invesco Ltd. 2016 Global Equity Incentive [removed: Plan (Feb 2020),] [added: Plan, as amended and restated (May 2021),] incorporated by reference to exhibit 10.1 to Invesco’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2020,] [added: June 30, 2021,] filed with the Securities and Exchange Commission on [removed: April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex101.htm)] [added: July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex101.htm)] | | |

| 10.16 | | | [Form of Restricted Stock Unit Award Agreement [removed: - Performance Vesting -] for [removed: UCITS staff -] [added: Non-Executive Directors] under the Invesco Ltd. 2016 Global Equity Incentive [removed: Plan (Feb 2020),] [added: Plan, as amended and restated (May 2021),] incorporated by reference to exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm) [to] [added: 10.2 to] Invesco’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2020,] [added: June 30, 2021,] filed with the Securities and Exchange Commission on [removed: April 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex102.htm)] [added: July 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000459/ivz2q2021ex102.htm)] | | |

| [removed: 10.17] [added: 10.19] | | | [removed: [Form of Restricted Fund Unit Agreement - Upfront Awards - for UCITS staff - under Invesco] [added: [Invesco] Ltd. Deferred Incentive [removed: Plan (Feb 2020),] [added: Plan, as amended and restated January 30, 2018,] incorporated by reference to exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm)[3](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm) [to] [added: 10.1 to] Invesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020,] [added: 2018,] filed with the Securities and Exchange Commission on April [removed: 23, 2020](https://www.sec.gov/Archives/edgar/data/914208/000091420820000295/ivz1q2020ex103.htm)] [added: 26, 2018](https://www.sec.gov/Archives/edgar/data/914208/000091420818000282/ivz1q2018ex102.htm)] | | |

| 10.18 | | | [removed: [Form of Restricted Fund Unit Agreement – Deferred Awards (Feb 2021) – for UCITS staff – under] [added: [Amendment No. 1 to] Invesco Ltd. [added: Amended and Restated 2005 Non-Qualified] Deferred [removed: Incentive Plan](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)[,] [added: Compensation Plan, effective as of January 1, 2013](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)[,] incorporated by reference to exhibit [removed: 10.4] [added: 10.19] to Invesco’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2021,] [added: 2020,] filed with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm) [April 30, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000378/ivz1q2021ex104.htm)] [added: on February 19, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)] | | |

| 10.20 | | | [Form of [removed: Award] [added: Aircraft Time Sharing] Agreement [removed: for Non-Executive Directors under the Invesco Ltd. 2016 Global Equity Incentive Plan (June 2020)](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101810k2020.htm)[,] incorporated by reference to exhibit [removed: 10.18] [added: 10.19] to Invesco’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2013,] filed with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101810k2020.htm) [February 19, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101810k2020.htm)] [added: on February 21, 2014](http://www.sec.gov/Archives/edgar/data/914208/000091420814000271/ex101910k2013.htm)] | | |

| [removed: 10.23] [added: 10.17] | | | [Invesco Ltd. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, effective as of January 1, 2009, incorporated by reference to exhibit 10.8 to Invesco’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 27, 2009](https://www.sec.gov/Archives/edgar/data/914208/000091420809000511/ex108.htm) | | |

| 10.24 | | | [removed: [Amendment No. 1 to Invesco Ltd. Amended] [added: [Senior Managing Director Agreement, between Andrew Lo] and [removed: Restated 2005 Non-Qualified Deferred Compensation Plan,] [added: Invesco Group Services, Inc.,] effective as of January 1, [removed: 2013](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)[,](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm) [incorporated] [added: 2010, incorporated] by reference to exhibit [removed: 10.19] [added: 10.32] to Invesco’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2011,] filed with the Securities and Exchange Commission on February [removed: 19, 2021](https://www.sec.gov/Archives/edgar/data/0000914208/000091420821000331/ex101910k2020.htm)] [added: 24, 2012](http://www.sec.gov/Archives/edgar/data/914208/000091420812000332/ex1032loseniormanagingdirect.htm)] | | |